RIAM Code of Governance Manual: Board Members' Roles, Responsibilities, and Conduct, Study notes of Music

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RIAM Code of Governance Manual Code of Governance Manual Last Amended: 10th March 2020 RIAM Code of Governance Manual Table of Contents 1 Introduction ................................................................................................................. 1 2 Role of the Board ........................................................................................................ 1 2.1 Role of the Board .......................................................................................... 1 2.2 Matters for decision of the Board ................................................................ 2 2.2.1 Finance Functions .............................................................................................. 2 2.2.2 Managerial functions ......................................................................................... 3 2.2.3 Human resource functions ................................................................................ 3 2.2.4 Board Membership and Board Committees ..................................................... 3 2.2.5 Contracts ............................................................................................................. 3 2.2.6 Statement of Strategy ......................................................................................... 4 2.2.7 Division of Responsibilities ............................................................................... 4 2.2.8 Functions of the Director ................................................................................... 4 2.2.9 Functions of the Board Secretary ..................................................................... 5 2.2.10 Devolved Functions ....................................................................................... 6 3 Role of the Chairperson ........................................................................................... 6 3.1 Duties of the Chairperson ............................................................................. 6 3.1.1 Leadership .......................................................................................................... 6 3.1.2 Conduct of Board meetings ............................................................................... 6 3.1.3 Communications with Minister/Government Department ............................ 7 4 Role of Board Members............................................................................................ 7 4.1 Fiduciary duties ............................................................................................ 7 4.2 Attendance requirement .............................................................................. 8 4.3 Other duties................................................................................................... 8 4.4 Professional advice ....................................................................................... 8 4.5 Briefing for New Board Members ................................................................ 8 4.6 Information on appointment of new Board Members:............................... 9 4.7 Face to Face Briefing Session: ...................................................................... 9 5 Board Effectiveness ................................................................................................... 9 5.1 Board appointments ..................................................................................... 9 5.1.1 Process of appointment ..................................................................................... 9 5.1.2 Terms of appointment ..................................................................................... 10 5.2 Frequency of Meetings................................................................................ 10 5.3 Proceedings at Meetings ............................................................................. 11 5.3.1 Notice of meetings ............................................................................................ 11 5.3.2 Procedures at a meeting of the Board ............................................................ 11 5.3.3 Decision making ............................................................................................... 11 5.3.4 Minutes of Meetings ......................................................................................... 12 5.3.5 Order of Business ............................................................................................. 12 5.3.6 Confidentiality .................................................................................................. 12 5.3.7 Issue of Statements on Behalf of the Board ................................................... 12 5.4 Delegations .................................................................................................. 12 5.5 Committees ................................................................................................. 13 5.6 Reviewing the Board’s Performance ......................................................... 13 5.7 General ........................................................................................................ 13 6 Codes of Conduct, Ethics in Public Office, Disclosure of Interests by Board Members and Protected Disclosures ........................................................... 14 6.1 Code of Conduct .......................................................................................... 14 RIAM Code of Governance Manual 1 Introduction The Royal Irish Academy of Music (Academy/RIAM) has functions and responsibilities as detailed in its Constitution (Appendix Q). This Code of Governance sets out a best practice framework within which the Academy wishes to operate. It includes standards of conduct and probity that the Board members, staff members and anybody contracted by the Academy are required to observe. Members of the Board, the staff or anybody contracted by the Academy subscribe to an identified Code of Business Conduct. This Code of Governance complies with the Code of Practice for the Governance of State Bodies (August 2016). The key functions of the Academy are as follows:  To provide a comprehensive musical education service from pre- instrumental to post graduate level.  To transmit and maintain the highest standards of performance and appreciation in all musical disciplines.  To conduct a nationwide examination system which offers examinations in classical music and speech and drama to approximately 40,000 students annually.  To play an active role in the community by presenting a number of outreach programmes. Guiding Principles of the Academy The Academy shall observe the highest standards of probity in relation to the stewardship of public funds and the exercise of its functions; maximise the value for money, through ensuring that duties are delivered in the most economical and effective way, within available resources; demonstrate adherence to the Academy’s core functions in accordance with the Constitution. The Academy shall be accountable to the Board, the body public and its stakeholders, including the Department of Education and Skills, for its activities, its stewardship of public funds and the extent to which key performance targets and objectives have been met. 2 Role of the Board Under the Constitution, the Board of Governors is the governing body of the Academy with the power to perform the functions of the Academy. The Director is responsible to the Board for the implementation of the Board’s policies. The Director in turn delegates or sub delegates functions to the Secretary/other staff members. 2.1 Role of the Board The Board Members (including the Chairperson) shall have collective responsibility to: Page 2 | RIAM Code of Governance Manual  Establish the strategic direction of the Academy, within the framework laid down by the Constitution and the resources allocated to it.  Direct, support and evaluate the Director.  Ensure that the Academy complies with all statutory and administrative requirements for the use of public funds.  Fully engage in impartial and balanced consideration of all issues.  Assure the Academy’s system of internal financial control, operations compliance and risk management  Contribute to any committee of the Board.  Share corporate responsibility for all Board decisions.  Be objective in their work on behalf of the Academy.  Ensure full compliance with this Code of Governance including Code of Conduct/Requirements.  Treat papers marked for non-disclosure as confidential to themselves, not discuss them with others outside the Academy, not leave them unattended where others may obtain access to them, and dispose of them appropriately.  Undertake, annually, a formal purposeful review of its own performance, and that of its Committees.  Meet at least five times a year, and within this once a year without executive Board members or management present to discuss any matters deemed relevant. 2.2 Matters for decision of the Board The Board of the Academy has a formal schedule of matters specifically reserved to it for decision in order to ensure that the direction and control of the Academy is specifically and demonstrably in the hands of the Board. The following functions therefore outline the minimal formal decision-making requirements of the Board of the Academy. 2.2.1 Finance Functions  Approve the annual accounts and annual report of the Academy.  Approve any significant change in accounting policies or practices. (Through the Audit & Risk and Finance Committees but referred back to the Board for final decision).  In the context of the annual statement of accounts, the Board shall report that the Academy is a going concern along with any assumptions or qualifications that are necessary.  The Comptroller and Auditor General audits the annual accounts. The Board, through its Audit & Risk Committee, should seek to have a discussion with the external auditors at least once a year, without employees of the Academy present, to ensure that there are no unresolved issues of concern.  Ensure that significant items of expenditure are aligned with RIAM’s medium to long term strategies. Page 3 | RIAM Code of Governance Manual 2.2.2 Managerial functions  Ensure that a qualified management team and a robust management structure are in place.  Approve the Annual Report that is submitted to the Members.  Oversee the discharge by the Director and the executive management of the day-to-day business of the Academy.  Approve the internal control structure of the Academy and receive periodic reports on the effectiveness of these provisions. Internal controls should be reviewed annually. (This is through the Audit & Risk Committee but referred back to the Board for final approval). 2.2.3 Human resource functions  Approve the appointment of the Director and other senior staff.  The succession to the post of Director and the recruitment procedure for the appointment, which involves public advertisement, shall be a primary concern of the Board.  Approve broad policy in relation to all aspects of remuneration, ensuring that they are in line with statutory guidelines/requirements. (This is through the Finance Committee but referred back to the Board for final decision).  Ensure that systems are in place to assess the performance of the Director.  Approve procedures for the making of all senior appointments to ensure objectivity and the quality of these appointments  Appoint or remove the Secretary to the Board. 2.2.4 Board Membership and Board Committees  Appoint the Chairperson and members of the Committees and approve the terms of reference of the Board Committees.  Approve the terms of reference and delegated authority of the Chairperson, Director and other staff where these are to exercise functions of the Academy. 2.2.5 Contracts  Approve transactions (or related programmes of transactions) not in the ordinary course of business, the value of which is in excess of €10,000.  Approve all transactions (within the budget approved by the Board) that are in the ordinary course of business, and whose value exceeds €50,000. This applies to: o Both capital and revenue items o The total of closely related transactions o Both business as usual and project related transactions  Approve all property leases of whatever value.  Ensure that appropriate procurement procedures are implemented in accordance with relevant domestic and EU guidelines and regulations. Page 6 | RIAM Code of Governance Manual requirements of Company Law and other statutory provisions which have relevance for them in the exercise of their functions as Board members.  Ensuring safe custody and proper use of the Seal of the Academy.  Ensuring appropriate induction material is supplied to all Board Members.  Monitoring and laying in place procedures which allow for compliance with relevant regulatory and legal requirements, retaining the minimum set of records required for commercial reasons and ensuring that procedures are in place to allow adequate historical archive to be maintained. 2.2.10 Devolved Functions The Board may delegate any of its functions to the Director. The Secretary is individually accountable for assigned areas of delivery and control and is directly responsible to the Director. He/she may be required to report periodically to the Board thereon, at the Director’s request. 3 Role of the Chairperson The Governors shall elect one of their number to act as Chairperson. This person should display the high standards of integrity and probity and set expectations regarding the culture, values and behaviours for the RIAM Governors and for the tone of discussions at Board level. The Chairperson may be elected for a maximum term of two years and shall be eligible for re-election. 3.1 Duties of the Chairperson 3.1.1 Leadership  Promote the work of the Academy.  Provide effective leadership to the Board, encouraging debate that is both constructive and challenging  Ensure effective communication with all stakeholders  Where the Chairperson is of the view that specific skills are required on the Board, advise the Board and encourage consideration of attaining those skills sufficiently in advance of a time when Board vacancies will arise.  Establish all relevant committees. This shall include a Finance Committee, Audit & Risk Committee, Governance Committee, Board of Studies and Local Centre Senior Examiners’ Committee. 3.1.2 Conduct of Board meetings  Ensure that the Board meets five times a year  Chair the meetings and ensure that the minutes of the meeting accurately record the decisions taken and, where appropriate, the views of individual Board members. Page 7 | RIAM Code of Governance Manual  Ensure that all meetings of the Board are conducted in accordance with the Standing Orders of the Board and with the Academy’s Code of Business Conduct.  Ensure that adequate time is given to discussion of issues, especially strategic ones.  Ensure Board members understand their respective roles and responsibilities and that the Board works effectively and efficiently.  Ensure that the Board receives accurate, timely and clear information.  Work with the Secretary to ensure that good information flows within the board and its committees and between senior management and the Board as well as facilitating induction, mentoring and assisting with ongoing professional development as required. 3.1.3 Communications with Minister/Government Department  Furnish to the relevant Minister or Government Department in conjunction with the Annual Report and financial statements, a comprehensive report covering the RIAM.  Include a statement on the system of internal control with the annual report, to be reviewed by the external auditors for accuracy and compliance. 4 Role of Board Members Non-executive Board members should bring an independent judgement to bear on issues of strategy, performance, resources, key appointments, and standards of conduct. The powers of governance and management of the RIAM are delegated by the Members of the RIAM to the Board of Governors and the Board owe their duties, first and foremost, to the RIAM. 4.1 Fiduciary duties  The duty to act in good faith and in the best interests of the RIAM.  To act honestly, independently and responsibly in relation to the conduct of the affairs of the RIAM.  Not to benefit from or use the RIAM’s property, information or opportunities for his or her own or anyone else’s benefit unless the RIAM’s Constitution permits it or a resolution is passed in a general meeting of the Members.  Not to agree to restrict any Board member’s power to exercise independent judgement unless this is expressly permitted by the RIAM’s Constitution.  To avoid any conflict between the Board member’s duties to the RIAM and the Board member’s other interests unless the Board member is released from his or her duty to the RIAM in relation to the matter concerned.  To exercise the care, skill and diligence which would reasonably be expected of a person in the same position with similar knowledge and experience as a Board member. A Board member may be held liable for any loss resulting from his or her negligent behaviour. Page 8 | RIAM Code of Governance Manual  Not to misuse information gained in the course of his/her voluntary service for personal gain or political purposes  To have respect for the RIAM’s Members.  To avoid conflicts of interest and the possibility of unjust enrichment, members of the Board and staff of the Academy are required to declare/disclose personal or ‘connected’ interests which might conflict with those of the Academy. The regulations relating to ‘disclosure’ form part of the Code of Conduct. (Section 6.1 and Appendix M: Code of Conduct)  Inform the Board, via the Chairperson, of any new appointments they accept which may impinge on, or conflict with, their duties as a Board Member.  Not disclose without the consent of the Board, save in accordance with law, any information obtained by him or her while performing duties as a member of the Board. 4.2 Attendance requirement Board members are appointed as they bring specific knowledge, skills, experiences and expertise to the deliberations of the RIAM Board and its committees and this is only possible if members attend all Board meetings and contribute as appropriate. Members are expected to make every effort to attend Board meetings and attendance shall be evaluated when a member is due to be re-appointed. 4.3 Other duties  Comply with all aspects of this Code of Governance, and Code of Conduct which includes their declaration of all relevant interests.  Respond to any information requests made directly to him or her, relating to the activities of the Academy, including referring any request to the Chairperson (or the Secretary of the Academy on his or her behalf) for appropriate processing. 4.4 Professional advice The RIAM Board in a resolution has laid down formal procedures whereby Board members, in the furtherance of their duties, may take independent professional advice, if necessary, at the reasonable expense of the RIAM where they judge it necessary to discharge their responsibilities as Board members. Secretary to the Board All Board members have access to the advice and services of the Secretary to the Board, who is responsible for ensuring that Board procedures are complied with. 4.5 Briefing for New Board Members The Secretary of the Board is responsible for the formal induction of new Board members. He or she shall supply new Board members with appropriate induction material to ensure that they understand their responsibilities and duties, and the RIAM’s functions and services, including their obligations in relation to confidentiality; and to act in good faith and in the best interests of the Page 11 | RIAM Code of Governance Manual  The frequency of meetings of the Board and its committees should be reported in the Annual Report. 5.3 Proceedings at Meetings 5.3.1 Notice of meetings  At least three clear working days before any meeting of the Board, an invitation and agenda for the meeting signed by the Secretary will be forwarded to every member of the Board.  A Board meeting may exceptionally be called at less than three clear working days’ notice. Such short notice will be valid only if ratified at the Board meeting called at short notice.  Notice of a Board meeting will be given to Board members in writing (including by fax or email). Failure to receive notice of a Board meeting will not invalidate that meeting or any business transacted at that meeting. 5.3.2 Procedures at a meeting of the Board  The Chairperson of the Board shall, if he or she is present, be chairperson of the meeting. Where the Chairperson is not present the Governors present shall elect one of their number to preside for the occasion.  The quorum of the Board shall be five Governors. If, after the expiration of thirty minutes after the time for which a meeting has been summoned, a quorum shall not be present, the business will stand postponed to the next meeting, unless there is reasonable explanation for the delay of those members.  A Board member is not counted in the quorum on an item in respect of which he or she is not entitled to take a decision.  Board Members may employ a conference call to attend a meeting, provided three days’ notice is provided.  Papers may be tabled by Board Members or the Secretary at a Board meeting, with the Chairperson’s permission. 5.3.3 Decision making  All decisions will be recorded. Minority views will not normally be recorded, unless requested. If a vote is necessary, the outcome of this will be recorded in the Board Minutes.  It is the Chairperson’s duty to ensure that no individual member, or interest, has excessive influence on decision making and that all members have an equal opportunity to participate in debate and final decisions.  Decisions by the Board will normally be made by consensus rather than by formal vote. Failing consensus, decisions will be made by a vote when: o The Chairperson feels that there is a body of opinion among Board members at the Board meeting which disagrees with a proposal or has expressed reservations about it and no clear consensus has emerged; or o A Board member who is present requests that a vote be taken and this is supported by at least one other Board member; or Page 12 | RIAM Code of Governance Manual o The Chairperson feels that a vote is appropriate.  When a vote is taken, a decision will be by simple majority. In the case of a tied vote, the Chairperson will have a casting vote in addition to his or her original vote. 5.3.4 Minutes of Meetings  Minutes of the proceedings of a meeting of the Board will be drawn up by the Secretary; will be verified by the Board members and will be signed by the Chairperson at the subsequent meeting.  Any discussion on the minutes, except as to their accuracy, shall be deemed out of order and the Chairperson will rule accordingly. Questions will only be permitted on matters arising out of the minutes.  The Secretary will record names of Board members present and apologies for absences, at a meeting of the Board in the minutes of the meeting.  When minutes of proceedings have been adopted and confirmed by the Board, it will not be in order for any member of the Board to question their accuracy nor seek their amendment at subsequent meetings. 5.3.5 Order of Business The order of Business at meetings will include:  Verification of Minutes of previous meeting.  Matters arising.  Consideration of sub-committee reports.  Director’s report.  Any other business as set forth on the Agenda. At a Special Meeting of the Board, only business specified in the notice convening that meeting will be transacted at the meeting. 5.3.6 Confidentiality Reports, documents and briefings issued to members in relation to Board matters must be treated as confidential until such time as the Board has had an opportunity to discuss and make decisions on their contents, including their distribution outside the Board membership. 5.3.7 Issue of Statements on Behalf of the Board Only the Chairperson shall issue any statement on Board matters to the press or the public on behalf of the Board. The Director, with the agreement of the Chairperson, may also make such statements. 5.4 Delegations  The Board may delegate the discharge of a function but the exercise of a delegated power should be in accordance with policies agreed by the Board.  The Board delegates to the Director, the discharge of all functions of the Academy other than:  Any matter reserved for the Board Page 13 | RIAM Code of Governance Manual  Any matter delegated to a Committee of the Board  The Board may make delegations or vary, revoke or add to existing delegations.  Any delegation made by the Board may be limited or made subject to any condition. For example, the Board may delegate a function only for a limited period of time or for a particular matter. The nature and scope of new delegations will be recorded in the minutes.  The Board may itself discharge a function even though it has delegated the discharge of that function.  There is delegated from the Board to each committee of the Board the discharge of those functions, which fall within their respective terms of reference, other than any matter reserved to the Board. The Board may instruct Academy staff, or a committee, as to how to exercise a delegated authority.  Unless the Board imposes a condition to the contrary, a committee of the Board may delegate the discharge of a function delegated to it.  The Board authorises the Director to sign contracts or other documents on behalf of the Academy and to delegate this authority to one or more Academy employees. 5.5 Committees  The Board may establish standing committees and ad hoc committees.  The Board will appoint members to any committee it establishes and may appoint persons who are not members of the Board but have special knowledge and experience related to the purpose of the Committee.  The Committees appointed by the Board will, in the transaction of their business, comply with any directions which the Board may give from time to time either in general or for individual committees. The Board may take advice or consider recommendations from any committee of the Board as set out in the committee’s terms of reference. The terms of reference of all committees are available in Appendixes A to K. 5.6 Reviewing the Board’s Performance  The Board will review its own performance and that of its committees regularly.  Evaluation of the Board should consider the balance of skills, experience, independence and knowledge of the music education/performance sector, its diversity including gender, how the Board works together as a unit, and other matters relating to organisational effectiveness. 5.7 General The Chairperson will have power to decide upon any procedural matter arising and not covered by this Code of Governance. Page 16 | RIAM Code of Governance Manual true and fair view and whether the financial statements are in agreement with the underlying accounting records. 7.2 Annual report  An annual report, comprising the financial statements and commentary thereon, is a comprehensive report of the RIAM’s activities throughout the preceding year, intended to give stakeholders information regarding the RIAM’s activities and financial performance.  The Chairperson of the RIAM should make available an appropriate report to the key stakeholders/Minister for Education and Skills in accordance with the reporting guidelines set out in paragraph 1.9 of the Code of Practice in State Bodies – Business and Financial Reporting Requirements.  Such a report also includes affirmation that appropriate Government policies are being complied with, significant post balance sheet events, a statement on the system of internal control and an outline of all commercially significant developments affecting the RIAM in the preceding year. 8 Risk Management, Internal Control, Internal Audit and Audit and Risk Committees The Board is committed to a strategy which minimises risks to all of its stakeholders through a comprehensive system of internal controls, whilst maximising potential for flexibility, innovation and best-practice in delivery of its strategic objectives. The Board recognises and acknowledges its responsibility for the Academy’s system of internal financial and operational control. 8.1 Risk management oversight  An audit and risk committee gives an independent view in relation to risks and risk management systems.  Risk management is a standing item on the Board agenda.  Risk management competencies should be an acknowledged competency in at least one Board member.  Approve the risk management policy, set the RIAM’s risk appetite, approve the risk management plan and risk register at least annually.  Review management reporting on risk management and note/approve actions as appropriate.  Require external review of effectiveness of risk management framework on a periodic basis.  Confirm in the annual report that the Board has carried out an assessment of the RIAM’s principal risks, including a description of these risks, and associated mitigation measures or strategies. Page 17 | RIAM Code of Governance Manual 8.2 Internal Control The Board is responsible for ensuring that effective systems of internal control are instituted and implemented in the RIAM including financial, operational and compliance controls and risk management. 8.2.1 Internal control review The Board should undertake an annual review of the effectiveness of internal control systems to ensure that it has considered all aspects of risk management and internal control for the year under review and up to date approval of the annual report and financial statements. The annual review should consider:  Changes since the last review in the nature and extent of significant risks and the ability of the RIAM to respond effectively to changes in its business and external environment.  The scope and quality of management’s ongoing monitoring of risks and the system of internal control and, where applicable, the work of its internal auditor and other providers of assurance.  The extent and frequency of the communications of the results of the monitoring to the Board, or Board committees, which enables it to build up a cumulative assessment of the state of control in the RIAM.  The incidence of significant control failings or weaknesses that have been identified at any time during the period and the extent to which they have resulted in unforeseen outcomes that could have, or could have had, a material impact on the RIAM’s performance or condition. 8.3 Internal audit 8.3.1 Internal auditor  The RIAM has an internal auditor who is independent of the activities he/she audits.  The internal auditor has the right to review all of the management and control systems both financial and operational.  The internal auditor has access to all functional areas, records (both manual and electronic), property, and personnel in the performance of these audits.  The internal auditor is responsible for the effective review of both internal control and risk management.  The internal auditor shall be responsible for drawing up an annual programme of audits.  The existence of the internal auditor does not relieve line management of its responsibility for effective control of the activities for which it is responsible.  See Appendix N: Internal Audit Charter. Page 18 | RIAM Code of Governance Manual 8.3.2 Operation of internal audit  The internal audit has a formal charter, including terms of reference, which has been approved by the Board.  The reporting structure of the internal audit should be clear and formally documented  The internal auditor should assess, using a risk-based approach, the areas within his/her terms of reference and report the findings to the Audit and Risk Committee.  The internal auditor should liaise with the external auditors so that the potential for co-operation between the two is maximised.  The internal auditor should review compliance with procurement and disposal procedures and report to the Audit & Risk Committee periodically. 8.4 Audit and Risk Committee It is recommended that the Audit and Risk Committee have members competent on audit and risk matters and, if necessary, drawn from outside the Board. See Appendix B: Audit & Risk Committee Terms of Reference 9 Relations with the Oireachtas, Minister and Parent Department 9.1 Regulatory/ Parent Department Oversight Role The RIAM’s regulatory/reporting department is the Department of Education and Skills (DoES). The RIAM and the DoES have a written Performance Delivery Agreement which is formally reviewed annually. The RIAM acknowledges that the DoES Statement of Strategy is the anchor document for the objectives of the performance delivery agreement. The RIAM commits to communicate this Performance Delivery Agreement to its employees so that they have a clear understanding of their role in achieving the objectives. 9.1.1 Performance delivery agreement The performance delivery agreement shall contain:  High level goals and objectives  Key programmes of activity for the RIAM  Key outputs in quantitative terms  Annual and multi-annual targets and milestones  Cost of delivery of programmes Page 21 | RIAM Code of Governance Manual Appendix A: RIAM Board Committees Overview  The Board shall establish committees for specified purposes which can include appointees who are not members of the Board but have special knowledge and experience related to the purpose of committee.  The terms of reference of committees shall be determined by the Board. These committees shall act and furnish reports as directed by the Board.  Committees of the Board shall, but are not limited to, include the Finance Committee, the Audit & Risk Committee, the Board of Studies and the Local Centre Senior Examiners’ Committee.  All committees established by the Board shall be evaluated and reviewed by the Board on an annual basis. Introduction  The Board refers to the Board of Governors of the Royal Irish Academy of Music.  Committee(s) refers to any committee(s) appointed by the Board in accordance with its Standing Orders. General Rules Applying to Committees  The terms of reference for Committees are agreed and can be amended by the Board.  Committee Chairpersons or representatives will report on progress to the Board at each meeting of the Board.  Committees shall meet according to what is determined in their terms of reference.  The Board may appoint persons to a Committee who are not members of the Board but have special knowledge and experience related to the purpose of the committee.  Any disclosure of interests by any member of the Committee must be discussed with, and reported to, the Chairperson of the Board.  Any member or members of the Committee may at any time be removed by the Board and another or other persons appointed.  The Director will attend the committee meetings, unless considered inappropriate by the Chair of the Committee. Established Committees The following is a list of Committees that have been formed by the Board to support the work of the Academy.  Finance Committee  Audit & Risk Committee  Board of Studies  Local Centre Senior Examiners’ Committee  Governance Committee  ICT Steering Committee Page 22 | RIAM Code of Governance Manual Appendix B: Audit & Risk Committee Terms of Reference The Audit & Risk Committee is a committee of the Board of Governors (the Board) of the Royal Irish Academy of Music (RIAM) and reports directly to the Board. The purpose of the committee is to oversee the annual external Audit, the internal Audit function and activities, and the Risk Register, and to advise the Board. 1. Membership  The RIAM Board of Governors shall appoint the members of the Audit & Risk Committee. The Audit & Risk Committee shall be made up of at least [4] independent non-executive members of the Board.  Members of the RIAM Finance Committee are ineligible to serve on the Audit & Risk Committee.  The RIAM Audit & Risk Committee should, if possible have at least one member who is a suitably qualified Accountant or Auditor in good standing, and the Committee may recommend to the Board the co-option of such a person to the Committee if suitable qualifications and expertise are not available in the members appointed by the Board.  The Board may co-opt additional external members to the Audit & Risk Committee as required, after satisfying itself that any proposed new member has no conflicts of interest or loyalty that would inhibit that individual’s full participation in the work of the Committee.  Only members of the Committee have the right to attend Committee meetings. The RIAM Finance Officer shall attend ex-officio as required by the Committee. Other individuals in the RIAM management team and/or external advisers may be invited to attend for all or part of any meeting, as and when the Committee deems that appropriate or necessary.  the Committee may ask any or all of those who are not members to withdraw to facilitate open and frank discussion of particular matters.  The Internal Auditor will be in attendance, unless requested not to attend.  Appointments to the Committee shall be made in January each year for a one- year term. Members of the committee may serve up to five terms of one year each.  The Board shall ensure that on appointment to the Committee, members shall receive a formal letter of appointment setting out clearly what is expected of them in terms of time commitment, and involvement outside Committee meetings if any. 2. Chairperson  The Committee shall elect their Chairperson at their first meeting of each year.  In the absence of the Chairperson, the remaining members present shall elect one of their number to chair the meeting. 3. Secretary to the Committee  The Secretary to the Board of Governors (the Secretary) will ensure that the Page 23 | RIAM Code of Governance Manual Committee receives information and papers in a timely manner to enable full and proper consideration to be given to the issues.  The Secretary of is also responsible for the formal induction of new members of the Committee and for organising mentoring for Committee members where required. 4. Quorum  The quorum necessary for the transaction of business shall be three [3] members. A duly convened meeting of the Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Committee. 5. Frequency of Meetings  The Committee shall normally meet four [4] times a year, and as otherwise required and determined by the Committee.  The Chairperson may convene additional meetings, as he/she deems necessary  The Board may ask the Committee to convene further meetings to discuss particular issues on which they seek the Committee’s advice. 6. Notice of Meetings  The Secretary shall summon meetings of the Committee at the request of the Chairperson.  Unless otherwise agreed, notice of each meeting confirming the venue, time and date together with an agenda of items to be discussed, shall be forwarded to each member of the Committee and any other person required to attend no later than [three] full working days before the date of the meeting. Supporting papers shall be sent to Committee members and to other attendees as appropriate, at the same time. 7. Decision Making  Committee decisions are made by consensus or, if required, by a majority of the votes of the members present. Each member of the committee present has one vote. In the case of a tied vote, the Chairperson will have a casting vote in addition to his or her own vote. 8. Minutes of Meetings  The Secretary shall minute the proceedings and resolutions of all meetings of the Committee, including recording the names of those present and in attendance.  Minutes of Committee meetings shall be circulated to all members of the Committee, and to the Board. 9. Delegated Responsibilities  The Committee is delegated oversight of the Audit and Risk Management functions of the RIAM by the Board. Page 26 | RIAM Code of Governance Manual Appendix C: Finance Committee Terms of Reference The Finance Committee is a committee of the Board of Governors (the Board) of the Royal Irish Academy of Music (RIAM) and reports directly to the Board. The purpose of the committee is to oversee the management of the finances of the Academy and advise the Board. 1. Membership  The RIAM Board of Governors shall appoint the members of the Finance Committee. The Finance Committee shall be made up of at least four independent non-executive members of the Board.  Members of the RIAM Audit & Risk Committee are ineligible to serve on the Finance Committee.  The RIAM Finance Committee shall, if possible, have at least one member who is a Chartered Accountant in good standing, and the Committee may recommend to the Board the co-option of such a person to the Committee if suitable qualifications and expertise are not available in the members appointed by the Board.  The Board may co-opt additional external members to the Finance Committee as required, after satisfying itself that any proposed new member has no conflicts of interest or loyalty that would inhibit that individual’s full participation in the work of the Committee.  Only members of the Committee have the right to attend Committee meetings. The RIAM Director and the RIAM Finance Officer shall attend ex-officio as required by the Committee. Other individuals in the RIAM management team, and external advisers may be invited to attend for all or part of any meeting, as and when the Committee deems that appropriate or necessary.  The Committee may ask any or all of those who are not members to withdraw to facilitate open and frank discussion of particular matters.  Appointments to the Committee shall be made in January each year for a one- year term. Members of the committee may serve up to six terms of one year each.  The Board shall ensure that on appointment to the Committee, members shall receive a formal letter of appointment setting out clearly what is expected of them in terms of time commitment, and involvement outside Committee meetings if any. 2. Chairperson  The Committee shall elect their Chairperson at their first meeting of each year.  In the absence of the Chairperson, the remaining members present shall elect one of their number to chair the meeting. 3. Secretary to the Committee  The Secretary to the Board of Governors (the Secretary) will ensure that the Committee receives information and papers in a timely manner to enable full Page 27 | RIAM Code of Governance Manual and proper consideration to be given to the issues.  The Secretary of is also responsible for the formal induction of new members of the Committee and for organising mentoring for Committee members where required. 4. Quorum  The quorum necessary for the transaction of business shall be three [3] members. A duly convened meeting of the Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Committee. 5. Frequency of Meetings  The Committee shall meet at least four times a year and as otherwise required and determined by the Committee.  The Chairperson may convene additional meetings, as he/she deems necessary.  The Board may ask the Committee to convene further meetings to discuss particular issues on which they seek the Committee’s advice. 6. Notice of Meetings  The Secretary shall summon meetings of the Committee at the request of the Chairperson.  Unless otherwise agreed, notice of each meeting confirming the venue, time and date together with an agenda of items to be discussed, shall be forwarded to each member of the Committee and any other person required to attend no later than two full working days before the date of the meeting. Supporting papers shall be sent to Committee members and to other attendees as appropriate, at the same time. 7. Decision Making  Committee decisions are made by consensus or, if required, by a majority of the votes of the members present. Each member of the committee present has one vote. In the case of a tied vote, the Chairperson will have a casting vote in addition to his or her own vote. 8. Minutes of Meetings  The Secretary shall minute the proceedings and resolutions of all meetings of the Committee, including recording the names of those present and in attendance.  Minutes of Committee meetings shall be circulated to all members of the Committee, and to the Board. 9. Delegated Responsibilities  The Committee is delegated oversight of the financial management of the RIAM by the Board. Page 28 | RIAM Code of Governance Manual  The Committee shall delegate operational responsibility for the day-to-day financial management of the RIAM to the Director and the Finance Officer and the RIAM’s management team. 10. Authority  The Committee is authorised to seek the information it requires from the Board in order to perform its duties.  The Committee is authorised to obtain, at reasonable expense, outside legal or other professional advice where it judges it necessary in order to discharge its responsibilities as a Committee. 11. Duties  The Committee shall satisfy itself that the financial management arrangements, including financial reporting, are robust, comprehensive, accurate, compliant and effective.  The Committee shall ensure that there adequate financial resources, including contingency funds, available to meet the anticipated requirements of the Academy  Monitoring of performance: The Committee shall receive and review regular financial reports and financial projections from the RIAM management team.  Annual Budgets: The Committee shall receive and review the RIAM annual budget and cash flow projections for the coming two calendar years, not later than in November each year and report to the Board.  The Committee shall examine and review all proposed budget transactions over a value of €10,000 in the annual budget that are not in the ordinary course of business and make recommendations to the Board.  The Committee shall examine and review all proposed budget transactions over a value of €50,000 in the annual budget that are in the ordinary course of business and make recommendations to the Board.  Financial Reporting: The Committee shall receive and review the RIAM monthly expenditure vs. budget management reports and cash flow statements produced by the management team, and report any significant variances from the budget and make recommendations to the Board.  Financial Projections: The Committee shall receive and review the forward financial projections produced by the management team, and report any significant variances from the budget and make recommendations to the Board. The Committee shall ensure that management take the necessary steps to keep projected expenditures in line with the agreed budgets. If revenue projections are lower than anticipated in the agreed budgets, the Committee must ensure that the management team takes remedial action in a timely manner.  New Expenditure Proposals: The Committee shall satisfy itself that new expenditure proposals not in the original budget are necessary and affordable, and that any projected overspend on any budget line can be covered by spending reductions in other budget lines, and shall report and make recommendations to the Board. Page 31 | RIAM Code of Governance Manual (ii). The Secretary of is also responsible for the formal induction of new members of the Committee and for organising mentoring for Committee members where required. 4. Quorum (i). The quorum necessary for the transaction of business will be three [3]. A duly convened meeting of the Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Committee. 5. Frequency of Meetings (i). The Committee shall ordinarily meet three times a year and as otherwise required and determined by the Committee. (ii). The Chairperson may convene additional meetings, as he/she deems necessary. (iii). The Board may ask the Committee to convene further meetings to discuss particular issues on which they seek the Committee’s advice. 6. Notice of Meetings (i). The Secretary shall summon meetings of the Committee at the request of the Chairperson, giving a minimum of 10 full working days’ notice. (ii). Unless otherwise agreed, further notification of each meeting confirming the venue, time and date together with an agenda of items to be discussed, shall be forwarded to each member of the Committee and any other person required to attend no later than three full working days before the date of the meeting. Supporting papers shall be sent to Committee members and to other attendees as appropriate, at the same time. 7. Decision Making (i). Committee decisions are made by consensus or, if required, by a majority of the votes of the members present. Each member of the committee present has one vote. In the case of a tied vote, the Chairperson will have a casting vote in addition to his or her own vote. 8. Minutes of Meetings (i). The Secretary shall minute the proceedings and resolutions of all meetings of the Committee, including recording the names of those present and in attendance. (ii). Minutes of Committee meetings shall be circulated to all members of the Committee, and to the Board. 9. Delegated Responsibilities (i). The Committee is delegated responsibility for proposing, monitoring and developing the good governance framework of the Academy. 10. Authority (i). The Committee is authorised to seek the information it requires from the Board / Staff / other Stakeholders, in order to perform its duties. Page 32 | RIAM Code of Governance Manual (ii). The Committee is authorised to obtain, at reasonable expense, outside legal or other professional advice where it judges it necessary in order to discharge its responsibilities as a Committee. 11. Duties 11.1. Code of Governance (i). The Committee will review and adopt, where applicable, the Code of Practice for the Governance of State Bodies (the “Code”) and the Code of Business Conduct for Members of the Charities Regulatory Authority, and establish a Code of Governance for the Academy. (ii). The Committee shall monitor the Academy’s compliance with the Code of Governance and with all applicable legal, regulatory and listing requirements; (iii). The Committee shall review developments in corporate governance generally and advise the Board periodically with respect to significant developments in the law and practice of corporate governance and recommend the approach to be taken by the Academy in relation to such corporate governance standards; (iv). The Committee shall monitor the Academy’s compliance with the QQI Act and Core Statutory Quality Assurance Guidelines and shall advise the Board periodically with respect to significant developments in these areas. 11.2. Constitution (i). The Committee shall review and propose reforms of the Academy Constitution (Blue Scheme) in the light of the requirements of the Code of Governance for the Academy, for approval by the Board of Governors and the Members of the Academy; 11.3. Board Committees (i). The Committee shall review and approve the Committee structures of the Board and the terms of reference of those committees and shall ensure that such terms of reference are regularly reviewed; 11.4. Board Composition (i). The Committee shall make recommendations regarding Board of Governors composition and skills mix and shall identify suitable Board members for appointment by the Board; 11.5. Board and Senior Management Evaluation (i). The Committee shall ensure that there is a robust and effective process for the self-evaluation of the performance of the Board and Board Committees and shall support the Board and it Committees in carrying out their annual self-evaluations. (i). The Committee shall monitor the recommended follow-up actions to make sure that they are assigned and completed; (ii). The Committee shall monitor the induction and training programs for Board members; Page 33 | RIAM Code of Governance Manual (iii). The Committee shall ensure that regular performance reviews of the Director and Finance Officer are carried out. 11.6. Publication of Academy Policies (i). The Committee shall oversee the Academy policies and any material information of the Academy made public or made available to any public body by the Academy relating to corporate governance, particularly in the context of the imperatives arising from the QQI (Education and Training) Act (2012) and the Core Statutory Quality Assurance Guidelines (2016) 12. Annual Review (i). The Committee shall review its own performance and evaluate whether it is operating at maximum effectiveness, including its procedures and membership, on an annual basis. (ii). The Committee shall review its terms of reference annually, and to reflect best practice from the corporate and public sectors, and shall propose to the Board for approval any changes that it considers necessary. (iii). The Committee shall arrange an external expert review and evaluation of its performance every three (3) years. Page 36 | RIAM Code of Governance Manual (operations and line management of administrative and academic personnel) of the RIAM to the Director and the Finance Officer and the RIAM’s senior administrative team. 9. Authority  The Board of Studies is authorised to seek the information it requires from the Board of Governors in order to perform its duties.  The Board of Studies is authorised to obtain, at RIAM expense, outside professional advice where it judges it necessary to discharge its responsibilities as a Committee subject to the approval of the Board of Governors.  The Board of Studies acknowledges Trinity College Dublin’s relationship with the Academy as the Designated Awarding Body (DAB) in respect of its validated programmes.  It further acknowledges a reporting and approval mechanism through the Associated Colleges Degrees Committee (ACDC) for external examiner appointments, modifications to programmes and initial new programme approval, prior to approval by the Trinity Undergraduate Studies Committee or Graduate Studies Committee, as appropriate, before approval by the Trinity Academic Council.  In the case of a tied vote the Director, if present, or the Vice-Chair, in the absence of the Director, will have a casting vote in addition to his or her original vote. 10. Duties 1. To contribute to the development and review of the RIAM’s strategic plan and to take the lead in the development and review of the RIAM’s academic strategic plans 2. To lead, approve and have oversight of academic policy and procedure and to approve and keep under review general student and academic regulations. The latter will include oversight of the operation of student complaints, appeals, and discipline and plagiarism procedures 3. To approve and have oversight of the RIAM’s research strategy 4. To approve admissions, access and widening participation strategies and policies and to receive reports on their operation and outcomes 5. To be the primary internal body for academic quality assurance, standards and quality enhancement in RIAM, including: o Approval and review of academic quality assurance procedures o Approval and removal of external examiner appointments o Approval of initial programme approval and reviews Page 37 | RIAM Code of Governance Manual o Approval of annual programme monitoring reports o Approval of the criteria for student admission o Approval of faculty reviews o Overview of academic professional development o Approval and review of proposals and minutes from all relevant RIAM Committee meetings o Approval of academic collaborative provision and partnerships o Approval and review of artistic strategy o Approval of Junior RIAM strategy o Approval of RIAM Exams strategy o Review and noting of individual faculty minutes 6. To lead the RIAM’s preparation for external academic institutional audits and related exercises and to have oversight of the RIAM’s compliance with QQI’s academic codes of practice, frameworks, infrastructure, and guidance 7. To periodically review its own effectiveness and that of its committees 8. To undertake such other matters as the Board of Governors may from time to time refer. Page 38 | RIAM Code of Governance Manual Appendix F: Trinity Associated College Degrees Committee (ACDC) - Terms of Reference Terms of Reference for the Royal Irish Academy of Music Associated College Degrees Committee (Nov 2016) Context The Royal Irish Academy of Music Associated College Degrees Committee (RIAM ACDC) was established in 2013 with the terms of reference approved in March 2013 and amended by the first meeting of the RIAM ACDC in June 2013. The Royal Irish Academy of Music (RIAM) is a linked provider under the Qualification & Quality Assurance (Education & Training) Act 2012. Generic proposed terms of reference for the linked providers’ governance committees were presented at the committee meeting of 4 May 2016 for introduction for the 2016/17 academic year. The generic proposed terms of reference reflect the regulatory framework and functions under the 2012 Act and associated quality assurance guidelines including the Core Statutory Quality Assurance Guidelines (April 2016), and the Sector Specific Quality Assurance Guidelines for Designated Awarding Bodies (July 2016). The committee approved the revised terms of reference with minor amendments. The generic proposed terms of reference were subsequently presented and approved by the Quality Committee on the 12 May 2016. It is within the above context that a review of the specific RIAM ACDC terms of reference has now been completed. Principles 1. Trinity does not wish to be involved in any arrangement that simply amounts to a straight validation of courses carried out in colleges external to our own systems. Any validation must therefore be embedded in a developing partnership of collaboration and complementarity and located within a strategy which has a clear rationale across a range of courses: undergraduate, postgraduate, and research. Page 41 | RIAM Code of Governance Manual ii. Matters relating to monitoring of institutional quality assurance of the linked provider will be discussed at an annual extraordinary meeting of the committee, at a date to be agreed and will review: a) Linked provider’s strategy with respect to teaching, learning, research and partnerships that have the potential to impact on arrangements with Trinity, validated programmes, the enrolled students and ongoing accreditation by professional and statutory bodies, the QQI or HEA. b) Risks (financial, operational, contractual or reputational) that impact on the sustainability of the linked provider, the validated programmes and/or Awards granted by Trinity and recognised on the National Framework of Qualifications or listed on the Interim International Register. c) Following initial approval of quality assurance policies and procedures under §7 of the Trinity Policy/Procedure on the ‘Approval of Higher Education Institutions Quality Assurance Procedures; any new or revised policies and procedures to be submitted for approval under §8 of the Trinity Policy/Procedure on the ‘Approval of Higher Education Institutions Quality Assurance Procedures’. d) Action Plans (retrospective and prospective) to address/redress issues related to academic standards, quality assurance and /or enhancement outcomes, QQI policies, procedures and codes. e) Staffing Profiles, continuing professional development, staff recruitment and retention, quality assurance. f) Third–party partnerships with national, European or international higher education providers that could result in recognition of Trinity ECTS by another party with whom Trinity does not have an existing partnership or on whom Trinity has not conducted due diligence. g) Compliance of student record systems with the National Qualification Framework, Data Protection and Freedom of Information legislation and European requirements under Bologna e.g. European Diploma Supplement. h) Fitness for purpose of the learning environment on and off-campus (professional placement locations) including formal and informal learning spaces, equipment, IT systems (VLE, computing, Wi-Fi), access to library resources (hard copy and online), other student learning supports. Page 42 | RIAM Code of Governance Manual Any issues or risks identified as requiring action from the annual extraordinary meeting are to be responded to in writing (Action Plan) by the linked provider within three months to the Registrar of Trinity in the capacity as Chair of the committee, with progress on implementation to be reported and assessed at the next annual extraordinary meeting. Page 43 | RIAM Code of Governance Manual Appendix G: Course Committees Terms of Reference The purpose of this document is to set out the terms of reference of the Royal Irish Academy of Music (RIAM) course committees, which are: 1. Undergraduate Course Committee 2. Postgraduate Course Committee 3. Doctor in Music Performance Course Committee These terms of reference were approved by the Board of Studies on 14 February 2020 and are effective from 1st September 2020. 1. Membership  Membership of the committees includes the RIAM Director, a Secretary to the Committee (a member of the 3rd and 4th level office), 5 Heads of Faculty (one of whom is elected as the Chair), one student representative of each year of the programme (to be a balance of disciplines and specifically 4 students for Bachelor degrees; 1 student for the Diploma; two students for the Masters Programme; and 4 students for the doctorate programme), and up to five academic staff (one from each Faculty that has students on the relevant courses) elected annually. That staff representative should be teaching on the course.  Co-optees from the wider music profession or other persons who may be deemed useful to the work of the Committee (e.g. members of the RIAM management team, external advisors etc) may be invited to attend Committee meetings from time to time. Such persons are engaged in terms of the role or function they perform and are not deemed to act in a representative capacity. As such, they do not have voting rights and may not be considered in the calculation of the quorum for a meeting.  Only members of the Committees and those invited to the meeting have the right to attend meetings.  Appointments to the Committees are made automatically in September each year.  The Secretary shall ensure that members receive an e-mail of appointment setting out clearly what is expected of them in terms of time commitment, and involvement outside Committee meetings if any. 2. Chairperson of the Course Committees  The Course Committees shall elect from amongst the Heads of Faculty a Chairperson to hold office for the Academic year.  Every outgoing Chairperson is eligible for re-election, provided the same person does not chair the Committee for more than three consecutive years.  The Chairperson shall request two other members of the Committee to act as Page 46 | RIAM Code of Governance Manual  Reporting formally to the Board of Studies at least once a year on activities undertaken by the committee. Page 47 | RIAM Code of Governance Manual Appendix H: ICT Steering Committee Terms of Reference The ICT Steering Committee is a committee of the Board of Governors (the Board) of the Royal Irish Academy of Music (RIAM) and reports directly to the Finance Committee and to the Board. The purpose of the committee is to help draw up an overall strategy for ICT in the RIAM, to recommend ICT plans drawn up by RIAM management for approval by the RIAM Finance Committee and to supervise the implementation of those plans, and to advise the RIAM Finance Committee, and the Board of Governors. 1. Membership [i]. The RIAM Board of Governors shall appoint the members of the ICT Steering Committee. [ii]. The ICT Steering Committee shall consist of at least four (4) and no more than seven (7) members, and including at least one independent non-executive members of the Board and shall have at least one member with acknowledged expertise on ICT Policy, Strategy and systems implementation matters. The RIAM Secretary, the Director and the ICT Manager shall be an ex officio member of the Committee. The makeup of the Committee should aim to provide a good gender balance as well as balanced representation from RIAM’s internal stakeholder groups. (i). The Board may co-opt additional external members to the Committee as required, after satisfying itself that any proposed new member has no conflicts of interest or loyalty that would inhibit that individual’s full participation in the work of the Committee. (ii). Only members of the Committee have the right to attend Committee meetings. Members of the RIAM management team, other RIAM personnel and external advisers may be invited to attend for all or part of any meeting, as and when the Committee deems that to be appropriate or necessary. (iii). Appointments to the Committee shall be made in January each year for a one- year term. Members of the committee may serve up to six terms of one year each. (iv). The Board shall ensure that on appointment to the Committee, members shall receive a formal letter of appointment setting out clearly what is expected of them in terms of time commitment, and involvement outside Committee meetings if any. 2. Chairperson (i). The Committee shall elect their Chairperson at its first meeting of each year. (ii). In the absence of the Chairperson, the remaining members present shall elect one of their number to chair the meeting. 3. Secretary to the Committee (i). The ICT Manager will act as the Secretary to the Committee (Secretary) , and will ensure that the Committee receives information and papers in a timely manner to enable full and proper consideration to be given to the issues. Page 48 | RIAM Code of Governance Manual (ii). The Secretary of is also responsible for the formal induction of new members of the Committee and for organising mentoring for Committee members where required. (iii) The Secretary shall be in attendance but shall not be included in the the quorum and has no voting rights. 4. Quorum (i). The quorum necessary for the transaction of business will be three [3]. A duly convened meeting of the Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Committee. 5. Frequency of Meetings (i). The Committee shall meet at least four times a year and as otherwise required and determined by the Committee. (ii). The Chairperson may convene additional meetings, as he/she deems necessary. (iii). The Board may ask the Committee to convene further meetings to discuss particular issues on which they seek the Committee’s advice. 6. Notice of Meetings (i). The Secretary shall summon meetings of the Committee at the request of the Chairperson, giving a minimum of 5 full working days’ notice. (ii). Unless otherwise agreed, further notification of each meeting confirming the venue, time and date together with an agenda of items to be discussed, shall be forwarded to each member of the Committee and any other person required to attend no later than three full working days before the date of the meeting. Supporting papers shall be sent to Committee members and to other attendees as appropriate, at the same time. 7. Decision Making (i). Committee decisions are made by consensus or, if required, by a majority of the votes of the members present. Each member of the committee present has one vote. In the case of a tied vote, the Chairperson will have a casting vote in addition to his or her own vote. 8. Minutes of Meetings (i). The Secretary shall minute the proceedings and resolutions of all meetings of the Committee, including recording the names of those present and in attendance. (ii). Minutes of Committee meetings shall be circulated to all members of the Committee, and to the RIAM Finance Committee. 9. Delegated Responsibilities (i). The Committee is delegated responsibility for proposing, developing, and monitoring the ICT Policies and Strategy for the Academy; the examination and monitoring of ICT plans developed by RIAM Management; and making Page 51 | RIAM Code of Governance Manual Delegated Responsibility – The RIAM Exams Committee is delegated day-to day oversight of all matters pertaining to running of exams in the RIAM, subject to the provisions of the RIAM Constitution and the supreme control of the RIAM by the Board of Governors. Delegating Operational responsibility – The RIAM Exams Committee shall delegate operational responsibility for the day-to-day management of the RIAM Exams division to the Head of RIAM Connect and the RIAM Exams team. 8. Authority The RIAM Exams Committee is authorised to seek the information it requires from the Board of Governors in order to perform its duties. The RIAM Exams Committee is authorised to obtain, at RIAM expense, outside professional advice where it judges it necessary to discharge its responsibilities as a Committee. 9. Duties  Providing strategic oversight on all matters for the RIAM Exams section  Oversight of curricula for existing and new assessment formats  Drawing up, and reviewing the application of Rules and Regulations pertaining to assessment matters for all RIAM Exams students  Adjudicating and administering the High Achievers Awards and exam related events, and organising entrance scholarships, composition competitions and other related activities  Any other duties as required in the interests of developing the RIAM and its assessments  Oversight of quality assurance as applied to RIAM Exams, to include marking criteria, examiner training, vetting of results  They shall also make such special reports, from time to time, as they think expedient, or as the Governors may require.  The RIAM Exams Committee shall, at least once a year, review its own performance and terms of reference to ensure it is operating at maximum effectiveness and shall propose to the Board of Studies for approval any changes it considers necessary.  Reporting formally to the Board of Studies at least once a year on activities undertaken by the committee Page 52 | RIAM Code of Governance Manual Appendix J: Artistic Planning Committee Terms of Reference Reporting to the Board of Studies, the RIAM Artistic Planning Committee (APC) has charge of all matters directly pertaining to the RIAM’s forward performance plans, subject to the supreme control of the Board of Governors. 1. Membership The membership shall consist of the Head of Artistic Programming (Chair), Director, Head of Keyboard, Head of Wind, Brass and Percussion, Head of Strings and Chamber Music, Head of Vocal Studies, Head of Composition, and, Head of Historical Performance, Head of RIAM Connect, Head of Performing Groups, Marketing/ Development Officer (Secretary). The Secretary shall be counted in the quorum but will not have voting rights. 2. Chairperson The Chairperson shall be the Head of Artistic Programming. The Chairperson shall request two other members of the Committee to act as vice-Chairpersons for the Academic year. The Chairperson or, in his/her absence, one of the Vice-Chairpersons, shall preside at the meetings of the Committees. In the absence of both Chairperson and Vice-Chairs, the meeting cannot go ahead. 3. Secretary  The Secretary shall be the marketing and development officer. The Secretary shall be in attendance but shall not be included in the quorum and has no voting rights. 4. Quorum The quorum necessary for the transaction of business shall be four [4] members. A duly convened meeting of the RIAM Artistic Planning Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the RIAM Artistic Planning Committee. 5. Meetings The RIAM Artistic Planning Committee shall ordinarily meet 8 times a year. Decisions by the APC will normally be made by consensus rather than by formal vote. When a vote is taken, a decision will be by simple majority. In the case of a tied vote, the Director (or the Chair in their absence) will have a casting vote in addition to his or her original vote. 6. Minutes of the Meetings Page 53 | RIAM Code of Governance Manual Actions arising from the proceedings of a meeting of the APC will be minuted by the Marketing and Development Officer and circulated to the members of the APC. 7. Delegated Responsibilities Delegated Responsibility – The APC is delegated day-to day oversight of all matters pertaining to performance in the RIAM, subject to the provisions of the RIAM Constitution and the supreme control of the RIAM by the Board of Governors. Delegating Operational responsibility – The RIAM Artistic Planning Committee shall delegate responsibility for the day-to-day management of programming to the Head of Artistic Programming. 8. Authority The RIAM APC is authorised to seek the information it requires from the Board of Studies in order to perform its duties. 9. Duties  To devise and coordinate artistic activity across all divisions of the RIAM, approve forward performance plans and the overall pattern of programmed performances within the artistic strategy approved by the Board of Studies  To identify scope for links with external organisations  To plan and arrange for the implementation of the programmes of visiting musicians and ensembles  Approval of student and staff submissions for programmed concerts  To coordinate and establish policy for masterclasses, competitions and prizes  To keep under review resources involved in delivering the RIAM’s artistic programme and sources of funding  Any other duties as required in the interests of developing the RIAM and its performances  On behalf of the APC the Head of Artistic Programming shall make a report once at least in each year, to the Board of Studies, on RIAM’s programming strategy and they shall offer such recommendations as their experience may suggest. Page 56 | RIAM Code of Governance Manual  Reviewing and responding to the reports from Heads of Faculty and Board of Studies meetings  Any other duties as required in the interests of developing Junior RIAM  The Junior RIAM Committee shall make a report, through its Chair, once at least in each year, to the Board of Studies, on the condition of Junior RIAM and they shall offer such recommendations as their experience may suggest.  They shall also make such special reports, from time to time, as they think expedient, or as the Board of Studies may require.  The Junior RIAM Committee shall, at least once a year, review its own performance and terms of reference to ensure it is operating at maximum effectiveness and shall propose to the Board of Studies for approval any changes it considers necessary.  Reporting formally to the Board of Studies at least once a year on activities undertaken by the committee. Page 57 | RIAM Code of Governance Manual Appendix L: Ethics in Public Office Obligations under the Ethics Legislation The Royal Irish Academy of Music complies with its obligations under the Ethics in Public Office legislation, which states that …all those who hold designated directorships (Board memberships) or occupy designated positions of employment in public bodies, prescribed by regulation for the purposes of the Ethics legislation (i.e. the Ethics in Public Office Acts 1995 and 2001), must comply with the relevant provisions of the legislation. Compliance with the Ethics Acts is deemed a condition of appointment or employment. All RIAM Board of Governor members, who have obligations under the Acts, are obliged to act in accordance with the guidelines and any advice given by the Standards Commission, unless by so doing they would be contravening another provision of the legislation. Disclosure of Registrable Interests The RIAM Complies with the Ethics in Public Office Act 1995 in so far as it requires all Board members to make an annual disclosure to the Secretary of registrable interests, by making a statement in writing each year during which they hold or held a Board position. The requirement is for a statement in writing of their registrable interests, and the interests, of which a person has actual knowledge, of his or her spouse or civil partner, a child of the person or a child of the person’s spouse or civil partner, which could materially influence the person in, or in relation to, the performance of the person’s official functions by reason of the fact that such performance could so affect those interests as to confer on, or withhold from, the person, his or her spouse or civil partner, a child of the person or a child of the person’s spouse or civil partner, a substantial benefit. Material Interests: The holder of a designated Board membership or the occupier of a designated position of employment is required to furnish a statement of a material interest where a function falls to be performed, and where the Board member or the employee or a “connected person” (e.g. a relative or a business associate of the Board member or employee) has a material interest in a matter to which the function relates. The occupier of a designated position of employment must furnish such a statement to the other Board members of the public body by a designated Board member or to the relevant authority. The function must not be performed unless there are compelling reasons to do so. If a designated Board member or the occupier of a 61 Page 58 | RIAM Code of Governance Manual designated position of employment intends to perform the function, he or she must, either before doing so, or if that is not reasonably practical, as soon as possible afterwards, prepare and furnish a statement in writing of the compelling reasons to the other Board members and to the Standards in Public Office Commission if a designated Board member, or to the relevant authority if an employee. This obligation applies whether or not the interest has already been disclosed in a statement of registrable interests. Tax Clearance Obligations of Appointees The members of the RIAM Board of Governors receive no remuneration, fees or otherwise for sitting on the Board and are therefore not obliged to comply in this capacity only, with the tax clearance provisions of the Standards in Public Office Act 2001. Investigations The Board and employees of public bodies can be subject to investigation by the Standards Commission, either where it considers it appropriate to do so, or following a complaint, and there is nothing that precludes the Standards Commission from taking into account this Code in such an investigation. Page 61 | RIAM Code of Governance Manual • conduct purchasing activities of goods and/or services in accordance with the RIAM procurement procedures • ensure that the RIAM accounts and reports accurately reflect business performance and are not misleading or designed to be misleading • avoid the use of the RIAM resources or time for personal gain or for the benefit of persons/organisations unconnected with RIAM or its activities • not acquire information or business secrets by improper means • not use any information obtained by virtue of their position for the purpose of any dealing (direct or indirect) in shares, property or otherwise 3. Confidentiality Employees should • ensure that they maintain the confidentiality of all information obtained by virtue of their position. Every effort is taken by the Academy to ensure that clients’ affairs are treated with absolute confidentiality. A separate confidentiality policy is available on the RIAM website. 4. Provision of Information Employees should • support the provision of access to general information relating to the RIAM activities in a way that is open and that enhances its accountability to the general public • ensure that phone calls, emails and letters received from the media are rerouted through the Public Relations Officer unless they are asked by the Public Relations Officer to deal directly with them • respect the confidentiality of sensitive information held by the RIAM. This would include material such as: ♦ policy information provided to the meetings of the Board of Governors for appropriate action/approval ♦ personal information ♦ commercially sensitive information (including but not limited to future plans or details of major organisational or other changes such as restructuring) Page 62 | RIAM Code of Governance Manual ♦ this confidentiality of information also applies when the employee has left the service Academy. • While maintaining confidentiality of sensitive information, members of Senior Management of the RIAM should provide the Chairman and members of the Board of Governors with all relevant information pertaining to the matters on which they may be called upon to make decisions. • observe appropriate prior consultation procedures with third parties where, exceptionally, it is proposed to release sensitive information in the public interest • comply with relevant statutory provisions relating to access to information (e.g. Data Protection Acts, Freedom of Information Acts) 5. Ethics in Public Office Acts Managers and staff in designated positions (Director, Secretary & Registrar) should • complete a statement of interests each year detailing any interests which could materially influence the employee in the performance of his/her functions. If during the year there is a change in the interests of the individual who is covered by the Ethics legislation, the individual is required to furnish a statement of change in writing to the Secretary of the RIAM. In the case of the Secretary the statement should be furnished to the Registrar 6. Conflict of Interests Employees should • not participate in any decision where they, or anyone connected with them, may have a personal interest, either directly or indirectly • not in any way seek to influence the decision, when they have a conflict of interest • advise the Secretary of the RIAM of the nature of the personal interest if a perceived conflict of interest arises. The Secretary must then approve in writing any further participation by the Employee in the matter concerned Page 63 | RIAM Code of Governance Manual 7. Work/External Environment Employees should • place highest priority on promoting and preserving the health and safety of fellow employees • ensure that community concerns are fully considered • minimise any detrimental impact of the operations on the environment 8. Loyalty Employees should • acknowledge the responsibility to be loyal to the RIAM and to be fully committed in all its business activities while mindful that the organisation itself must at all times take into account the interests of its stakeholders • acknowledge the duty of all to conform to highest standards of business ethics 9. Fairness Employees should • comply with employment equality and equal status legislation • commit to fairness in all business dealings • value clients/stakeholders and treat all clients/stakeholders equally • treat staff, colleagues and the public with dignity and respect 10. Compliance with Obligations Employees should • fulfill all regulatory and statutory obligations imposed on the RIAM • comply with detailed tendering and purchasing procedures as well as complying with prescribed levels of authority for sanctioning any relevant expenditure • ensure that there are adequate controls in place to prevent fraud including controls to ensure compliance with prescribed procedures in relation to claiming of expenses for approved business travel Page 66 | RIAM Code of Governance Manual Appendix N: Internal Audit Charter 1. Introduction 1.1 Internal Audit is responsible for conducting an independent appraisal of all of the RIAM’s activities, financial and otherwise. It provides a service to the whole organisation, including the Board of Governors and all levels of management. 1.2 Internal Audit provides assurance to the Board of Governors and management on the entire system of controls. Internal Audit assists management by evaluating and reporting on the effectiveness of the controls for which management are responsible. However, it remains the duty of management, and not Internal Audit, to operate adequate systems of internal control. 2. Mission of Internal Audit 2.1 The general aim of Internal Audit is to assist the RIAM in accomplishing its objectives by conducting a systematic and disciplined review of the effectiveness of controls, risk and governance processes designed by management to meet the strategic, financial, and operational objectives of the RIAM. Therefore, as part of the overall assurance framework, Internal Audit helps in ensuring the reliability of internal and external reporting and assists in ensuring compliance with laws and regulations. 2.2 In order to achieve this aim, Internal Audit will carry out independent assessments and report thereon to the Audit & Risk Committee and management. Each assignment undertaken by Internal Audit is intended to provide independent, objective assurance as well as recommendations designed to add value and improve the operations of the RIAM. 3. Scope 3.1 All the RIAM’s activities, funded from whatever source, fall within the remit of Internal Audit, the scope of which is not confined solely to financial matters. 3.2 Internal Audit may also conduct any special reviews requested by the Board of Governors or the Audit & Risk Committee provided such reviews do not compromise its objectivity, independence, or achievement of the approved audit plan. 4. Authority and Access 4.1 Internal Audit derives its authority from the Board of Governors through the Audit & Risk Committee. Internal Audit is responsible to the Audit & Risk Committee while reporting administratively to the Secretary/Finance Officer. Internal Audit shall have direct access to the Chairperson of the Audit & Risk Committee in the performance of professional duties. Internal Audit shall also have access to the Chair of the Board of Governors, normally through the Audit & Risk Committee. 4.2 Internal Audit has the right of access to all the RIAM’s information, records, assets and personnel, which it considers necessary to fulfil its responsibilities. 4.3 Internal Audit shall be afforded the full co-operation of all employees and agents of the RIAM in carrying out its professional duties. Page 67 | RIAM Code of Governance Manual 5. Role and Responsibilities 5.1 Internal Audit is required to give an annual opinion to the Audit & Risk Committee, on the adequacy and effectiveness of the whole system of internal controls within the RIAM, and the extent to which the Board of Governors may rely on it. 5.2 Internal Audit shall develop an overall audit strategy taking account, inter alia, of available resources, knowledge of the RIAM, the work of external auditors and internal assurance providers, the RIAM’s risk assessment process and Internal Audit’s own assessment of risk. 5.3 Internal Audit shall be responsible for overseeing RIAM quality assurance policies and assessing that adequate procedures and processes are implemented. 5.4 Based on the overall audit strategy, Internal Audit will undertake medium term and annual programmes of work to provide the required assurance. Internal Audit will draw these up in consultation with management and the approval of the Audit & Risk Committee. The programme will be designed to appraise the effectiveness of the RIAM’s system of internal control including financial, operational and compliance controls and risk management. 5.5 In achieving its objective, Internal Audit should:  Identify all aspects of control systems on which it intends to rely and develop a review cycle;  Evaluate those systems, identify inappropriate and inadequate controls and recommend improvements in procedures and practices based on best practice;  Recommend and advise on value for money and efficiency improvements as evident from reviews performed;  Review compliance with procurement and disposal procedures from time to time; and  Liaise with both the external auditors and the Comptroller and Auditor General (C&AG).  Evaluate quality assurance policies, procedures and processes periodically 6. Independence and Objectivity 6.1 The internal auditor is required to deliver impartial and unbiased judgements. In order to enhance this objectivity, Internal Audit has no operating responsibilities and will remain independent of the activities being examined. Internal Audit is not part of the systems of governance, internal control, risk management or compliance but, rather is an independent appraisal function, which seeks to objectively and impartially review and report on those areas. 6.2 Without prejudice to this objective and if deemed appropriate by the Audit & Risk Committee, its remit may extend to systems being developed and it may provide advice on control and related matters arising without prejudicing its right to subsequently audit such systems. 7. Fraud 7.1 The responsibility for the prevention, detection and resolution of fraud lies with management. This responsibility is addressed through the implementation and continued operation of an effective system of internal control. 7.2 Internal Audit has responsibility to ensure that the audit programme and methodology takes due account of the possibility of fraud and will fully investigate any fraud or suspected fraud uncovered. Page 68 | RIAM Code of Governance Manual 8. Standards and Approach 8.1 Internal Audit shall carry out its work professionally and ethically and having regard to appropriate professional auditing practice as contained in Auditing Standards published by the Auditing Practices Board and by the Institute of Internal Auditors. 8.2 Internal Audit will, where possible, and taking account of the control environment, adopt a risk-based approach to its audits supplemented, as appropriate, by the use of a systems based approach with traditional transaction testing and verification methods on a sample basis. 8.3 Internal Audit shall prepare periodic audit plans proposing areas for audit work, which shall be submitted to the Audit & Risk Committee for approval. 9. Reporting 9.1 On completion of an audit, findings will be reported to management and the management responses will be incorporated in audit reports as appropriate. Copies of the final report will be provided to the Audit & Risk Committee. 9.2 There will be periodic follow-up action by Internal Audit to ascertain if findings and recommendations have been implemented. 9.3 Internal Audit will report to the Audit & Risk Committee at regular intervals during the year on the results of audit work undertaken in line with the audit plan and will provide an annual report on Internal Audit activities. This report shall be forwarded, after the year-end of the financial year to the Audit & Risk Committee. The report will be circulated to the Board of Governors. The report shall comment, inter alia, on the adequacy of the resources available to Internal Audit to carry out the approved programme of work. 9.4 Internal Audit shall liaise with both the Comptroller and Auditor General (C&AG) and the external auditors engaged on audits of the financial statements. While internal and external auditors have their own distinct objectives, there are areas of common interest and co-operation that will be promoted through regular meetings and co- ordination of activities to ensure that maximum audit coverage is achieved. Page 71 | RIAM Code of Governance Manual 3.3 Tax Compliance It is a condition of funding that RIAM is compliant with tax requirements including circular 44/2006, which sets out the requirement that Tax Clearance procedures should be followed for all grants and similar type payments from State and public sector bodies. 3.4 Annual Accounts The Governors are required to cause financial accounts to be prepared and submitted for audit. They are responsible for keeping proper books of account which disclose at any time the financial position of the Academy and which ensure that financial statements comply with the scheme. The Governors also have responsibility for safeguarding the assets of the Academy. Section 5 of the Comptroller and Auditor General (Amendment) Act, 1993, provides for the audit by the C&AG of the accounts/financial statements of the Academy. Section 11 requires that a copy of the Annual Accounts should be submitted to the Department once signed off on by the C&AG. The Academy should therefore submit the accounts to the Department immediately upon receipt after C&AG sign off. Under Circular 7/2015 the Department must lay the Audited Accounts before the Houses of the Oireachtas within two months of receipt in the Department. 3.5 Pension Related Deductions (PRDs) RIAM must pay over appropriate PRDs, in respect of public service employees as defined in the Financial Emergency Measures in the Public Interest Act (FEMPI) 2009, to the Department by the fifteenth day of each month in respect of the preceding month’s payroll, and by a date specified annually in respect of the December payroll. RIAM must also send the required email notification at the time of the PRD payover to the Higher Education – Research & Financial and Finance Unit sections of the Department. 4. Compliance with Public Sector Legislation and Policy RIAM should ensure reporting and monitoring arrangements are in compliance with Department of Public Expenditure and Reform Circular 13/2014. RIAM will comply with all relevant public financial procedures and legislation. These include public procurement, taxation legislation including income tax and withholding tax, employment and pension legislation, prompt payment of accounts and all other relevant legislation applicable to bodies in receipt of Exchequer funding. DES must be satisfied that the arrangements for the general control, management and administration of public funds are satisfactory and RIAM will ensure that proper accounts are kept and audited and are available for audit by the C&AG in a timely manner. The Department has the right to inspect the records of RIAM if required. 5. Corporate Governance Whilst the Code of Practice for the Governance of State Bodies is not strictly applicable to the Academy, as it is not a body under the aegis of the Department, the Academy should comply with the requirements of Code in keeping with best practices. The Department will from time to time write to the Academy reminding them of their obligations and shall seek confirmation of compliance and details of certain policies and frameworks which are required to be in place. The Academy will respond to the Department setting out full details of compliance. 6. Annual Report Page 72 | RIAM Code of Governance Manual Department of Expenditure and Reform Circular 13/2014 requires that a financial and performance report is submitted. In line with this requirement RIAM shall submit a copy of its Annual Report to the Department on a yearly basis. 7. Staffing Employment Control Framework The Academy must operate within, and comply with the terms of, the Employment Control Framework as notified by the Department. Public Sector Employee Returns The Academy must formally return details of staffing numbers employed in the last quarter and make a prompt and accurate return to the Department’s Higher Education – Policy and Skills section following the end of each quarter. 8. Duration and signatories to the agreement. This agreement outlines current standards and expectations of both the Academy and the Department and reflects current policy. It will be reviewed annually to ensure it remains up to date and is in line with public policy requirements. Should any issues of interpretation or compliance arise these should be discussed between the Director and the relevant Principal Officer of the Department. Page 73 | RIAM Code of Governance Manual Appendix P: Board Responsibility Declaration CODE OF BUSINESS CONDUCT FOR RIAM GOVERNORS General Principles This Code of Conduct is applicable to all Governors (whether elected or co-opted). Board members should observe the highest standard of honesty and integrity. To ensure this, they should adhere to the following principles: 1. Integrity Board Members should:  Submit annually a declaration of interests statement in accordance with the Code of Practice for the Governance of State Bodies.  Not participate in discussions or decisions involving conflicts of interest whether or not such conflicts have previously been disclosed.  Avoid giving or receiving corporate gifts, hospitality, preferential treatment or benefits which might affect or appear to affect the ability of the donor or the recipient to make independent judgement on business transactions.  Ensure that purchasing activities of goods/services are conducted in accordance with best business practice.  Ensure that the Royal Irish Academy of Music accounts and reports accurately reflect their business performance and are not misleading or designed to be misleading.  Avoid the use of the Royal Irish Academy of Music resources or time for personal gain or for the benefit of persons/organisations unconnected with the Royal Irish Academy of Music or its activities.  Not acquire information or business secrets by improper means.  Not use any information obtained by virtue of their position for the purpose of any dealing (direct or indirect) in shares, property or otherwise. 2. Information Board members should:  Support the provision of access by the Royal Irish Academy of Music to general information relating to the Royal Irish Academy of Music activities in a way that is open and that enhances its accountability to the general public.  Respect the confidentiality of sensitive information held by the Royal Irish Academy of Music. This would constitute material such as: i. Commercially sensitive information (including but not limited to future plans or details of major organisational or other changes such as restructuring). ii. Personal information. iii. Information received in confidence by the Royal Irish Academy of Music.  Observe appropriate prior consultation procedures with third parties where exceptionally, it is proposed to release sensitive information in the public interest.  Comply with relevant statutory provisions relating to access to information (e.g. Data Protection Acts, Freedom of Information Acts). Page 76 | RIAM Code of Governance Manual Appendix Q: RIAM Constitution DRAFT – 18 November 2019 Charities Regulatory Authority for Ireland EDUCATIONAL ENDOWMENTS IRELAND (ACT), 1885 and THE CHARITIES ACT, 1961 and THE CHARITIES ACT, 2009 The Royal Irish Academy of Music and the Coulson Endowment City of Dublin Scheme No. 39 Date of Original Scheme 10th Oct 1889 Dates of Subsequent Amending Schemes: 10th April 1929; 19th December 1950; 2315 June 1953; 12th July 1960; 29th June 1965; 28th November 1967; 9th September 1969; 10th February 1981; 23rd April 1985; 27th February 1990; 2nd October 1990; 14th February 1995; 24th October 1995; 20Th February 1996; 23rd July 2013; 5th November 2014 (Approved by Board of Governors); Page 77 | RIAM Code of Governance Manual 1 The Royal Irish Academy of Music ......................................................................80 2 Interpretation of Terms ..........................................................................................80 3 Objects (Purpose) of the Academy ........................................................................81 4 The Academy .........................................................................................................81 4.1 Members ....................................................................................................81 4.2 Ex-officio Members ...................................................................................81 4.3 Powers & Responsibilities of the Members ..............................................81 4.4 Meetings of the Members ..........................................................................82 4.5 Meetings of the Members - Chairman and Quorum ..................................82 4.6 Register of Members .................................................................................82 5 The Board of Governors ........................................................................................82 5.1 Appointment of Governors & Term Limits ...............................................83 5.1.1 Election by Members .....................................................................83 5.1.2 Election by Board of Studies and by Staff ....................................83 5.1.3 Casual Vacancies .......................................................................................84 5.2 Chairman, Quorum & Officers ..................................................................84 5.3 Meetings of the Board of Governors .........................................................84 5.4 Minutes, Books & Documents...................................................................85 5.5 Committees of the Board of Governors .....................................................85 5.6 Code of Governance ..................................................................................85 5.7 By-Laws & Regulations ............................................................................85 5.8 Accounts & Audit ......................................................................................85 5.9 Voluntary Service by Governors ...............................................................86 6 Powers of the Academy and the Board of Governors ...........................................86 6.1 Departments, Classes, Teaching Staff ...................................................... 86 6.2 Diplomas ....................................................................................................86 6.3 Bachelor, Master and Doctorate Degrees in Music ...................................87 6.4 Appointment of a Director .........................................................................87 6.5 Appointment of the Professors and Staff ...................................................87 6.6 Income & Property ....................................................................................87 6.7 Student Fees ...............................................................................................88 6.8 Estates ........................................................................................................88 6.9 Lettings ......................................................................................................88 6.10 Sale, Exchange and Lettings of Lands & Buildings ..................................88 6.11 Borrowing Powers .....................................................................................88 6.12 Investments ...............................................................................................88 6.13 Payment of Expenses .................................................................................88 6.14 Pension Fund .............................................................................................89 6.15 Removal or Enlargement of the Academy Premises .................................89 6.16 Insurance Against Personal Liability .........................................................89 6.17 Other Lawful Activities .............................................................................89 7 The Board of Studies .............................................................................................89 Page 78 | RIAM Code of Governance Manual 7.1 Meetings of the Board of Studies ..............................................................90 7.2 Functions of the Board of Studies .............................................................90 8 Endowments & Trusts ...........................................................................................90 8.1 Trusts of the Academy Endowments .........................................................90 8.2 Application of the Academy Endowments ................................................90 8.3 Additional Endowments ............................................................................91 8.4 Aid from Public Sources ...........................................................................91 8.5 Special Trusts ............................................................................................91 8.6 Special Provisions as to the Coulson Endowments ...................................92 8.6.1 Application of the Coulson Endowments .....................................92 8.6.2 Capital Grants from Coulson Endowments ..................................92 8.6.3 Provision as to Education ..............................................................93 9 Dissolution .............................................................................................................93 10 Alteration of Constitution ......................................................................................93 Page 81 | RIAM Code of Governance Manual the Chairman, and such a special meeting may, by a vote of the majority of the Members, dismiss the Chairman. The Members have the power to wind-up and dissolve the Academy if required (See Section 9) 4.4 Meetings of the Members An Annual Meeting of the Members of the Academy, for the election of representative Governors, and for the transaction of ordinary business, shall be held in the month of November or December in each year, at such time and place as may be fixed from time to time by the Governors; a special meeting of the Members shall be summoned by the Governors whenever they shall think fit, or whenever it shall be demanded by a written requisition signed by not less than twenty members. Notice of each meeting of the Members shall be published, not less than seven clear days before the meeting, in such manner as the Governors shall from time to time determine. The notice of every special meeting shall specify the business for which it is called, and no other business shall be transacted at such meeting. Every meeting may adjourn for the completion of its business to such time and place as the Members present may appoint. Once in each year, the Governors shall submit to a meeting of the Members a report upon the working and condition of the Academy during the preceding year, and a statement of the receipts and expenditure for such year, with the latest reports of the Auditor and Inspector, and of the Board of Studies, and such other information regarding the affairs of the Academy as the Members may from time to time require, or as the Governors shall think fit to submit. 4.5 Meetings of the Members - Chairman and Quorum The Chairman of the Board of Governors shall preside at every meeting of the Members at which he is present; in the absence of the Chairman, the members present shall elect one of their number to preside for the occasion. Nine members shall constitute a quorum, and all matters and questions shall be determined by the majority of the Members voting; in every case of equality of votes, the Chairman of the meeting shall have a second or casting vote. 4.6 Register of Members A Register of the Members, according to their classes, shall be kept by the Secretary, under the direction of the Governors, in a book to be provided for the purpose, and shall be open at all reasonable times to the inspection of the Members. The Register of Members may be corrected from time to time by the Governors, or by direction of any Meeting of the Members, and (subject to such correction) shall be conclusive evidence that· those named therein, and none others, are entitled to the rights of Membership. The name of any Member may be removed from the Register by resolution of a meeting of the Members, for such cause as they may think sufficient, and the person whose name shall be so removed shall thereupon cease to be a Member, and to be eligible for any office in the Academy. No person shall be entitled to act as an Annual Member in any year unless his subscription for that year shall have been paid. 5 The Board of Governors The Board of Governors is the Governing Body of the Academy and is responsible for the overall direction and management of the Academy, and for the administration of the Endowments. The Board of Governors shall consist of a Vice President, a Coulson Governor, and up to a maximum of sixteen appointed Governors, to be appointed as hereinafter provided, and the Director if any for the time being. Of the appointed Governors, up to a maximum of nine Governors shall be elected in accordance with Clause 4.2 (Election by Members) hereof, one shall be elected by the Board of Studies, one shall be elected by the teaching staff (other than members of the Board of Studies) and one shall be elected by the non•teaching staff, and up 4 shall be appointed by the Governors to meet the additional skills and experiences required: provided always that no person who is engaged in teaching music in Ireland, except a Professor of the Academy or a member of the non-professorial teaching staff elected as above, shall be eligible to be a Governor. Page 82 | RIAM Code of Governance Manual 5.1 Appointment of Governors & Term Limits The maximum time a Governor, other than the Director, may serve on the Board of Governors is nine (9) years, and any person who has served on the Board of Governors, in any capacity, for a total of nine (9) years shall (after the transition arrangements detailed below) be ineligible to serve any further term. In order to ensure an orderly transition to these arrangements, while keeping the knowledge and experience of the current Board: The remaining Vice President, and the Coulson Governor, may serve for a further 6 years from 1 January, 2018. These positions shall expire as and when each of these Governors steps down. Governors elected by the Board of Studies may serve for up to a total (in any capacity) of nine (9) years, and those who on 1 January 2018 have completed three (3) or more 1-Year terms may serve up to six (6) more years. Governors, who have been elected by the Members, and who on 1 January 2018 have completed (a) three (3) or more three-year terms, may (if elected) serve one (1) further three-year term. (b) two (2) three-year terms, may (if elected) serve one (1) further three-year term. (c) one (1) three-year term, may (if elected) serve two (2) further three-year terms. (d) not yet completed one (1) three-year term, may (if elected) serve two (2) further three-year terms. 5.1.1 Election by Members Following completion of their term of office, three of the Governors elected by the Members shall retire from office on the thirty-first day of December annually. At an Annual Meeting of the Members to be held in the month of November or December, the Members present, being not less than nine in number, may elect three persons to be Governors with outgoing Governors eligible for re-election. The persons so elected need not be existing Members of the Academy, and they shall enter into office on the first day of January next following their election, and shall remain in office for three years, unless in the meantime they shall vacate office as hereinafter provided. If the number of Members present at any Annual Meeting shall be less than nine, they shall have power to elect only one Governor for every three Members present: provided that the Governors may, by a by-law made as hereinafter prescribed, authorize Members to be represented by proxy, in which case every Member so represented at any Annual Meeting shall be deemed to be present for the purposes of this Scheme. Every vacancy which may be left unfilled under this provision shall by filled by the Governors, who shall at their next meeting co-opt so many persons as may be required to complete the number of three Governors who might have been elected at the Annual Meeting of the Members. Each Governor so co-opted shall hold office so long only as he would have held the same if he had been elected by the members at the Annual Meeting. Every outgoing Governor, being a Member, shall be eligible for re-election. 5.1.2 Election by Board of Studies and by Staff In the month of June, the Board of Studies shall elect one of their own number, other than the Director if the Director is also a Professor, to be a Governor. Each Governor so elected shall hold office for one year from the first day of September unless in the meantime he shall cease to be a member of the Board of Studies or shall vacate office as hereinafter provided. Every outgoing Governor, being a member of the Board of Studies, shall be eligible for re-election. Every December the teaching staff (other than the members of the Board of Studies) may elect one of their own number to be Governor. Each Governor so elected shall hold office for one year, unless in the meantime he shall cease to be a member of the non-professorial teaching staff or shall vacate office as hereinafter provided. Every outgoing Governor, being a member of the teaching staff (other than the members of the Board of Studies), shall be eligible for re-election. Every December the non-teaching staff of the Academy may elect one of their own number to be a Governor. Each Governor so elected shall hold office for one year, unless in the meantime he shall cease to be a member of the non- teaching staff or shall vacate office as hereinafter provided. Every outgoing Governor, being a member of the non-teaching staff, shall be eligible for re-election. Page 83 | RIAM Code of Governance Manual 5.1.3 Appointment by Governors The Board of Governors may at any duly called meeting of the Governors appoint up to a maximum of 4 Governors in total in order to fill the additional skills and experiences deemed to be required by the Board of Governors. Governors so appointed shall serve for three years from the date of appointment, and may be reappointed for a total of three tree-year terms, subject to the restriction on the maximum time a Governor may serve (See Section 5.1). 5.1.4 Casual Vacancies If any elected or appointed Governor shall die, or resign by writing under his hand or become bankrupt or refuse to act, or become incapable of acting, or shall fail to attend any meeting of the Governors during the period of twelve months, his office shall thereupon become vacant, and the fact of the vacancy with the cause thereof, shall be recorded in the minutes of the Governors, and shall be notified by the Secretary of the Academy to the body or persons entitled to fill the same. Whenever the vacancy shall occur among the Governors representing the Members, the remaining Governors representing the Members shall co-opt a Member to fill the same; whenever the office of the Governor representing the Board of Studies shall become vacant, the Professors may elect one of their own number to fill the same. Whenever the office of Governor representing the non-professorial teaching staff shall become vacant, the non-professorial teaching staff may elect one of their own number to fill the same; whenever the office of Governor representing non-teaching staff shall become vacant, the non•teaching staff may elect one of their own number to fill the same. Every Governor co-opted or elected as aforesaid shall hold office so long only as the person in whose place he shall have been co-opted or elected might have held the same. If and whenever any of the bodies or persons entitled to elect a Governor under the provisions hereinbefore contained shall fall to do so within a period of three months after the vacancy shall have been notified to them, the Governors shall, as soon as conveniently may be after the lapse of such period, co-opt a suitable person to fill the same: every Governor so co-opted shall hold office so long only as he would have held the same if he had been duly elected within such period. 5.2 Chairman, Quorum & Officers The Governors shall elect one of their number to act as Chairman of the meetings of the Governors. Such Chairman may be elected for a maximum of two years. A Chairman shall be eligible for re- election for a maximum of three terms in total. In the absence of the elected chairman, the Governors present at any meeting shall elect one of their number to preside for the occasion. Five Governors shall constitute a quorum and all matters and questions shall, unless, before such determination, the Governors decide that a two-thirds or other majority above that of a simple majority is required, be determined by a majority of the Governors present; in every case of equality of votes, where only a simple majority is required, the chairman of the meeting shall have a second or casting vote. The Governors may appoint a competent person to act as Secretary of the Academy, with such reasonable salary as they may fix; they may define the duties, conditions, and tenure of his office; and if they think fit, they may require him to act also as Secretary to the Board of Studies and as Registrar and Accountant of the Academy or they may appoint another competent person to act as Accountant or Clerk. The Governors may appoint from time to time such Honorary Officers as they shall think fit, and they may define the duties of such Officers. 5.3 Meetings of the Board of Governors The Board of Governors shall meet at the Academy at least once a quarter; and they may also meet at such other times and places as they may from time to time appoint. Remote attendance at such meetings using electronic technologies shall be permitted, and Governors so attending shall count towards the Quorum. Notice of every meeting shall be given to each Governor three clear days, or such other time as the Governors may direct, before each meeting. The Chairman, or any five other Governors, may, at any time, summon a special meeting of the Governors, giving notice to each Governor six clear days, or such other time as the Governors may direct, before the meeting, specifying in such notice the object for which the meeting is summoned and the time and place of meeting. Every meeting may be adjourned, for the completion of its business, to such time and place as the Governors present may appoint. Page 86 | RIAM Code of Governance Manual 6.3 Bachelor, Master and Doctorate Degrees in Music The Governors may establish partnerships with degree granting institutions in Ireland and globally for the purposes of awarding Bachelor, Master and Doctorate degrees in Music to candidates who shall have pursued such a course of studies in the Academy or elsewhere and passed such examinations as the Governors, after consultation with the Board of Studies, and the said institutions, shall from time to time prescribe and approve as the qualification for obtaining the respective degrees and titles attached thereto. 6.4 Appointment of a Director The Governors shall have power, in their discretion, to appoint a Director (who shall be ex-officio a member of the Board of Governors) to undertake such duties and responsibilities as the Governors shall allocate to him, from time to time, and shall be subject to any such general directions as shall, from time to time, be given to the Director by the Governors, and subject to the power of the Governors to dismiss the Director, which is provided elsewhere in this Scheme. 6.5 Appointment of the Professors and Staff Subject to the other provisions of this Scheme, the Governors may from time to time if they so think fit appoint Professors, Lecturers, Teachers and other members of the educational staff, and the Examiners, employed in the Academy or for the purposes of this Scheme. Subject as aforesaid, and subject to Irish employment law, and to any constraints imposed by the Department of Education and Skills or by other body providing substantial funding to the Academy, the Governors shall fix, from time to time, the number, salaries, and other emoluments of the several persons so employed, and shall define their tenure of office, and their several and respective duties, including the duties to be performed by the members of the Board of Studies, and make agreements with them as to the terms upon which they shall respectively hold office; they shall also from time to time appoint and fix the salaries, wages and other emoluments of the Director, the Secretary and other officers and servants as they shall from time to time deem it advisable to engage, and they may define the duties, and may terminate the services of the persons so engaged, as permitted by law. Subject as aforesaid, the Governors shall have and exercise general supervision and supreme control over the several departments and classes in the Academy; they shall, after consultation with the Board of Studies, determine the various branches of education to be taught in the Academy, and shall fix the programmes of examinations and of concerts; they shall fix the terms and vacations and shall make such rules and regulations as they shall think fit for the maintenance of order and discipline. Save for the Director or a staff member elected under Section 5.1.2, no person appointed under this Scheme to any paid office or employment under the Governors, or becoming entitled to any salary or emolument out of the Endowments under any such appointment, shall be capable of becoming or shall continue to be a Governor. 6.6 Income & Property The Board of Governors shall have the power to solicit and procure and to accept and receive any donation of property of any nature and any devise, legacy or annuity, subscription, gift, contribution or fund, including by means of payroll giving or other similar arrangements, and including (but so as not to restrict the generality of the foregoing) the holding of lotteries in accordance with the law for the purpose of promoting the Objects of the Academy. The Board of Governors shall have the power to open one or more bank accounts and to draw, accept, make, endorse, discount, execute, issue and negotiate bills of exchange, promissory notes, bills of lading, warrants, debentures and other negotiable or transferable instruments. The Board of Governors shall have the power to establish and support any charitable association or institution, trust or fund, and to subscribe or guarantee money for any charitable purpose which the Body shall consider calculated to promote its Main Object. The Board of Governors shall have the power to make application on behalf of the Body to any authority, whether governmental, local, philanthropic or otherwise, for financial funding of any kind. The Governors shall ensure that the income and property of the Academy shall be applied solely towards the promotion of the academic and associated business purposes of the Academy as set forth in this Constitution. No portion of the Academy’s income and property shall be paid or transferred directly or indirectly by way of salary, dividend, bonus or otherwise howsoever by way of profit to members of the Academy. Page 87 | RIAM Code of Governance Manual 6.7 Student Fees The Governors may fix the fees to be paid by the students, and may remit or modify those fees in such cases as they shall think fit, and they may make, such arrangements with the Professors, Lecturers, and other Teachers respecting such fees as they shall think desirable. 6.8 Estates The Governors may, from time to time, make such arrangements as they may deem expedient for the custody of all deeds and documents belonging to the Endowments, for the management of the property vested in them, and for the employment of such agent, solicitor, and other officers as they shall find it expedient to employ to assist in such management. Every agent and other officer authorized to receive money for the Governors shall be required to give sufficient security to them for the faithful discharge of his duties, and to furnish his account to the Governors once at the least in each year, and in such account to include all rents and other income due and payable up to the gale day next preceding the date of furnishing the account, and also all moneys received by him up to the date of closing the account. 6.9 Lettings The Governors may make occupation leases and lettings of land from year to year or for any term of years not exceeding forty years, and leases of buildings from year to year, or for any term not exceeding ninety-nine years, and leases for building or improvement for any term of years, so that every such lease and letting shall take effect in possession upon or within three years after the making thereof, and shall be made at the highest rent that may reasonably be obtained, and without fine. 6.10 Sale, Exchange and Lettings of Lands & Buildings The Governors may also, in such manner as they, with the consent of the Charities Regulatory Authority, shall deem most expedient, sell exchange, let upon fine in fee farm or for any term, mortgage, or otherwise dispose of, all or any lands and buildings (not being required for the purposes of the Academy) which may be vested in them, so that every such dealing shall be carried out to the best advantage, and that all money obtained thereon, other than current rents, shall be treated as part of the capital of the Endowment from which it shall be obtained, and shall be invested or otherwise disposed of in accordance with the provisions hereof. 6.11 Borrowing Powers The Governors may, subject to the approval of the Members where required (See Section 4.3) borrow and raise money in such manner as may be considered expedient, and for the purpose of securing any debt or other obligation of the Body to mortgage or charge all or any part of the property of the Body, present or future. 6.12 Investments The Governors may invest any moneys of the Body not immediately required for the use in connection with the purposes of the Scheme. The Governors may from time to time sell any of the property (other than lands or buildings), funds, and securities vested in them, and may invest the moneys arising therefrom, or other the capital of the endowments, and may also invest and accumulate any surplus or residue of income not required in any year for the purposes of the Academy, in any of the public stocks, funds, or securities of Ireland, or in the stock of the Bank of Ireland, or upon freehold or leasehold securities in Ireland, or in the purchase of perpetual rents or rent charges, or upon the bonds, debentures, or mortgages of any municipal commercial or other joint stock company or corporation carrying on business or constituted for any purpose in Ireland, or in any other securities authorized by law, or by the practice of the High Court of Ireland, for the investment of trust funds. The Governors may from time to time vary such investments, and they may from time to time resort to the accumulations of income from any previous· year, and apply the same for the purposes of this Scheme. They may retain in their present state of investment, so long as they shall deem it expedient so to do, the several securities specified in the Schedule hereto, and any other securities which may hereafter be transferred to them for the purposes of this Scheme, provided the retention thereof does not involve any liability to the Governors or the other Endowments. 6.13 Payment of Expenses The Governors shall, subject to the other provisions of this Scheme, pay out of the Endowments hereby vested in them, all charges which, under the provisions of the Act, shall be properly and necessarily Page 88 | RIAM Code of Governance Manual payable by the Governors or out of the Endowments, for the taxed costs and expenses of this Scheme or for audit and inspection, or for other purposes. 6.14 Pension Fund The Governors may grant pensions, gratuities, allowances or charitable aid to any person who may have served the Body as an employee, or to the wives, husbands, children or other dependents of such person provided that such pensions, gratuities, allowances or charitable aid shall be no more than that provided by a pension scheme covered by Part 30 of the Taxes Consolidation Act 1997 and provided that such pension scheme has been operated by the Body and the beneficiary of the pensions, gratuities, allowances or charitable aid, or their spouse or parent, has been a member of the pension scheme while employed by the Body; and to make payments towards insurance and to form and contribute to provident and benefit funds for the benefit of any persons employed by the Body and to subscribe or guarantee money for charitable objects. . 6.15 Removal or Enlargement of the Academy Premises The Governors may, if and when they shall so think fit, remove the Academy to some other convenient site or sites in the City of Dublin, and upon any such removal the buildings or premises theretofore occupied by the Governors may be sold, let, or otherwise disposed of, to the best advantage. Provided that no such removal shall take place, nor shall any agreement for such removal, or for any letting, sale, or disposal of the existing premises, be made or entered into by the Governors, or become binding upon them, unless the same shall have been approved by the Members where required (See Section 4.3), after due notice, at a meeting specially summoned for the purpose, and shall have been sanctioned by the Charities Regulatory Authority for Ireland. The Governors may also, from time to time, with the like approval of the Members, purchase, erect, take upon lease, or otherwise acquire, upon such terms as they shall think most advantageous, all such other or additional lands and buildings as they shall think necessary for the purposes of this Scheme. 6.16 Insurance Against Personal Liability The Governors shall insure any or all of the Members of the Board of Governors against personal liability incurred in respect of any act or omission which is or is alleged to be a breach of trust or breach of duty, provided he or she acted in good faith and in the performance of his or her functions under this Constitution. 6.17 Other Lawful Activities The Governors may do all such other lawful things as they may think incidental and conducive to the Scheme. 7 The Board of Studies From and after the date of this amended Scheme, the Board of Studies shall continue to exist. It shall consist of the Director, the heads of faculty, not more than three teachers elected annually by the teaching staff, not more than three teachers appointed by the Board of Governors, and the Chairman of the Local Centre Senior Examiners. The election of the teachers by the teaching staff of the Board of Studies, which shall be by secret ballot, shall take place in the month of June in each year and each member so elected shall hold office for one year from the 1st September following the election, unless he shall cease to be a member of the teaching staff. Every outgoing elected member, being a member of the teaching staff, shall be eligible for re-election. The Board of Studies at its first meeting in the September Semester shall elect from amongst their own members, a Chairman of the Board of Studies to hold office until the next election of Chairman or until such person shall cease to be a member of the Board of Studies. Every outgoing Chairman shall be eligible for re-election, provided the same person does not chair the Board for more than three consecutive years. The Chairman shall request another member of the Board of Studies to act as Vice- Chairman for the Academic year. The Chairman, or in his absence, the Vice-Chairman, shall preside at the meetings of the Board of Studies. In the absence of both, the Members of the Board of Studies present shall elect one of themselves to preside for the occasion. Page 91 | RIAM Code of Governance Manual of the Academy, may henceforth be exercised by the Governors. The Governors may, from time to time, vary the period which "The Vandeleur Scholarships”, mentioned in the Schedule hereto, may be held; they may sell all or any musical instruments or other chattels given, bequeathed, or belonging to the academy, and may invest or apply the proceeds thereof for the purposes of this Scheme. 8.6 Special Provisions as to the Coulson Endowments Subject to the conditions and provisions herein contained, the Coulson Endowment shall be held by the Charities Regulatory Authority for Ireland, or by other the trustees or trustee thereof for the time being, upon trust to pay the interest, dividends, and income thereof to the Governors, to be by them applied, in accordance with this Scheme, for the purposes of the will of the founder, Elizabeth Strean Coulson, that is to say, for the teaching of instrumental music, and especially the pianoforte, in the City of Dublin, to the children of respectable Irish parents possessing a natural musical talent. 8.6.1 Application of the Coulson Endowments All moneys received by the Governors by way of interest, dividends, and income from the Coulson Endowment shall, subject to the other provisions of this Scheme, be expended and applied for the following purposes, or for such and so many of them as to the Governors shall, from time to time, seem expedient:- (a) To provide for the remuneration of professors and other teachers, and for other outgoings and expenses, in connection with the teaching of Instrumental Music, especially the Pianoforte, in the Academy. (b) To defray the expense of purchasing, repairing, and replacing musical instruments, furniture, and appliances, for the use of the pupils of the Academy. (c) To provide for payment of the remuneration and expenses of examiners and examinations connected with Instrumental Music in the Academy. (d) To provide for payment of the expenses of concerts or performances of' the pupils of the Academy, so far as the same shall be connected with Instrumental Music. (e) To provide for payment of the remuneration and expenses of professors and teachers of harmony, composition, musical history, and other branches of musical education in the Academy. (f) To provide Scholarships, exhibitions, and prizes for proficiency in Instrumental Music; these Scholarships, exhibitions, and prizes shall in each case have such value, and shall be awarded upon such examinations, and shall be held subject to such conditions as the Governors shall think fit, and may be given so as to entitle their holders to education in Instrumental Music at the Academy free of cost, or at a reduced cost, or may be tenable at such other place of musical education in the City of Dublin, but not elsewhere, as the Governors may from time to time determine. Provided always that such Scholarships, exhibitions, and prizes shall be open to children, one of whose parents is either an Irish National or an Irish Citizen possessing a natural Musical talent, and to none others. (g) To defray the necessary expenses of management, including a contribution, not exceeding fifty pounds per annum, to the salary of the Secretary or other paid officer or officers of the Academy, and including also such a proportion of the rents, taxes, cost of insurance, and other charges payable out of or for the premises of the Academy, as the Governors, with the approval of the Charities Regulatory Authority, shall deem just and reasonable. 8.6.2 Capital Grants from Coulson Endowments The Governors, with the previous approbation of the Charities Regulatory Authority, may expend from the Capital Fund of the Coulson Endowment the sums hereinafter mentioned, upon or towards the following purposes:- (a) A sum or sums, not exceeding in all Two Thousand Pounds, including any sum or sums so expended before the date of this Scheme, in or towards providing suitable buildings, lecture halls, class rooms, a concert hall and other necessary accommodation for the musical performances and concerts of the pupils, and for the other purposes of the Academy: this expenditure may be made either in the improvement or enlargement of the existing buildings of the Academy, or in acquiring a site and erecting new buildings thereon, or in acquiring, enlarging, or improving other existing buildings, or partly in the one way and partly in the other; but no part of the expenditure shall be made upon any site or buildings which are not vested in the Governors for an unexpired term of two hundred years at the least. Page 92 | RIAM Code of Governance Manual (b) A sum or sums, not exceeding in all Five Hundred Pounds, in addition to any sum or sums so expended before the date of this Scheme, in or towards purchasing musical instruments, apparatus, furniture, and appliances required for carrying out the objects of the Coulson Endowment. The Charities Regulatory Authority may, by sale of such portion or portions of the Capital Fund of the Coulson Endowment as shall from time to time be required, raise the sum or sums necessary for the purposes aforesaid, and may pay the same to the Governors, who shall account for the same according1y. 8.6.3 Provision as to Education Special provision shall be made for the study and practice of the Pianoforte by the pupils receiving aid from the Coulson Endowment; and the Governors shall, in providing instruction in the Pianoforte, have regard, if and so far as they shall find it advantageous to the pupils, to the method of Frederick Kalkbrenner mentioned in the hereinbefore recited will of Elizabeth Strean Coulson. 9 Dissolution If upon the winding up or dissolution of the Academy there remains, after satisfaction of all debts and liabilities, any property whatsoever, it shall not be paid to or distributed among the members of the Body. Instead, such property shall be given or transferred to some other charitable institution or institutions having main objects similar to the main objects of the Academy. The institution or institutions to which the property is to be given or transferred shall prohibit the distribution of their income and property among their members to an extent at least as great as is imposed on the Academy under this Scheme (Constitution). Members of the Academy shall select the relevant institution or institutions at or before the time of dissolution, and if and so far as effect cannot be given to such provisions, then the property shall be given or transferred to some charitable object with the agreement of the Charities Regulatory Authority. Final accounts will be prepared and submitted that will include a section that identifies and values any assets transferred along with the details of the recipients and the terms of the transfer. 10 Alteration of Constitution This Scheme may be altered from time to time by the Charities Regulatory Authority for Ireland in any manner whatsoever upon the application of the Governors, with the approval of Members of the Academy (See Section 4.3), but except upon such application no alteration shall be so made, and no alteration shall be made contrary to anything contained in the Act, provided that no such application shall be made by the Governors, or by the Members, unless and until the same shall have been sanctioned by a resolution of a Meeting of the Governors or of the Members, as the case may be, specially summoned for the purpose of considering the same. Page 93 | RIAM Code of Governance Manual Appendix 1: Historical Preamble to the Scheme and Schedule Referred to in the Foregoing Scheme. Appendix 1: Historical Preamble to the Scheme and Schedule Referred to in the Foregoing Scheme. Section: Historical Preamble to the Scheme EDUCATIONAL ENDOWMENTS (IRELAND) ACT, 1885 No. 39. City of Dublin. Date of Scheme – 10th October, 1889 FINAL APPROVAL BY ORDER IN COUNCIL Endowments – The Royal Irish Academy of Music and the Coulson Endowment By the Lords Justice and Privy Council in Ireland EDWARD SAXE-WEIMAR, General, ASHBOURNE, C. HEDGES EYRE CHATTERTON. Whereas the Right Honourable Gerald Fitzgibbon and the Right Honourable John Nash, the Judicial Commissioners constituted by the Educational Endowments (Ireland) Act, 1885, have, in virtue of the powers conferred upon them by the said Act, and of every other power enabling them in that behalf, framed and signed under their hands a Scheme relating to the Educational Endowments of the Royal Irish Academy of Music, and the Educational Endowment founded by Elizabeth Strean Coulson, known as the Coulson Bequest for Musical Education, which Scheme is annexed to this Order: And whereas all conditions in regard to the said Scheme, which are required to be fulfilled by the said Act to enable the said Scheme to be finally approved, have been fulfilled: Now therefore, We, the Lords Justices General and General Governors of Ireland, by and with the advice and consent of her Majesty’s Privy Council in Ireland, do by this Order, pursuant to the 27th section of the said Act, declare our approbation of the aforesaid Scheme, and the same is hereby finally approved. Given at the Council Chamber, Dublin Castle, this 10th day of October, 1889. LEINSTER. P. J. KEENAN. JOHN MONROE. ION T. HAMILTON.