Athena Herd Foundation Executive Committee Terms of Reference

1.0          Purpose of the Document

The purpose of this document is to define the structure, scope, authority and responsibility of the Athena Herd Foundation Executive Committee.

2.0          The Company

The Company’s name is the Athena Herd Foundation CIC.

The Athena Herd Foundation has fully assumed the continuing business of the training and social benefit activities previously delivered by the not-for-profit community interest company incorporated as Athena Herd CIC on 29 March 2019, with a change of name to Athena Herd Foundation CIC on 18 June 2021.

3.0          Objects

The objectives of the CIC are as follows:

The advancement of positive emotional health and wellbeing for individuals and vulnerable groups by providing them with embodied and mindfulness-based Equine Facilitated Interactions and Therapies.

The advancement the education which promotes public standards and ethical practices in the field of Equine Facilitated Interactions for individual wellbeing and therapeutic benefit.  This will be achieved through:

a) designing and delivering qualifications that develop these practices and standards;

b) promoting research and information gathering that develops and supports the understanding of the public benefit of Equine Facilitated Interactions

4.0       Powers and responsibilities

The Directors shall, supported by the full membership of the Executive Committee, take responsibility for all matters relating to management of the Company and the achievement of its Objects.

Any additional or replacement Directors shall be approved by the Executive Committee and advised to the Companies House accordingly.

5.0          Authority and Governance

The Executive Committee is delegated to be the principal governance body of the Company. All strategic financial and operational discussion and decisions will be directed through and resolved by the Executive Committee.

The Athena Herd Foundation has in place an extensive set of operational policies and procedures which provide a framework of guidelines, instructions and best practice for all of its members and activities, which are intended to safeguard the interests of all those with whom it interacts.

6.0          The Athena Herd Foundation Executive Committee (“Executive Committee”)

6.1  Constitution

The constitution of the Executive Committee is:

• CEO and co-founder (Jennifer Geach)
• Director and co-founder (Brenton Geach)
• Director and Chair (Ann Newman)
• Director (Therese Cousens)
• Head of Operations and Finance (Brenton Geach)
• Director and Head of Design and Delivery (Graeme Green)
• Head of Legal, Risk and Compliance (currently covered by Jennifer Geach with the appointment of external legal counsel where required and also includes Data Protection oversight responsibility)
• Head of HR (currently covered by Jennifer Geach to be recruited to)

6.2  Chair

The Chair shall act as chair of the meeting and will ensure that:

• full minutes and actions are produced and distributed within 5 working days of the meeting;
• any proposals considered and / or decisions made are clear as to which proposal and / or decision it relates to;
• any conflicts of interest are disclosed and managed as appropriate.

6.3  Quorum

The Executive Committee shall be deemed quorate if the following are present and/or are connected online or via telephone:

• The Chair;
• One Director;
• One other person.

6.4  Responsibilities

The Executive Committee will have strategic, financial and operational control over the Company, as well as ensuring organisational compliance with all policies and procedures. This shall include but not be limited to:

• Strategic direction and business development for the Company and the service that it provides in line with its stipulated objects, as defined in paragraph 3.0 above;
• To establish, and monitor performance against, all business plans and operational budgets;
• To report, review and monitor the services provided;
• To own and clearly understand the effect of risk on the Company’s activities, including maintenance and review of the applicable policies and procedures;
• To ensure that necessary operational policies and procedures are understood and maintained complete and current in line with the services being provided and the regulatory obligations of the Company;
• To ensure compliance at all times with the regulatory and operational policies and procedures of the Company;
• To ensure that all appropriate business and professional insurances are in place as required and that all subjectivities therein are complied with;
• To target appropriate grant and funding opportunities for the Company, and ensure that all related activity is being kept up to date;
• To ensure that at all times the use of grants and funding remains in line with the conditions of the original grant(s);
• To ensure that all necessary reporting back to fund providers is completed in line with the same in a timely fashion;
• To oversee and maintain all issues relating to recruitment, engagement and deployment of staff, consultants and subject matter experts;
• To protect against, manage and mitigate potential conflicts of interest that may occur within the management and delivery of the Company’s business in line with the Athena Herd Foundation Conflict of Interest and policy and procedure;
• To oversee the application of safeguarding policy, review any related potential for risks and consider appropriate mitigations, as well as investigate any actual situations arising in context;
• Compliments and complaints arising from the daily operations of the Company shall be handled in line with the Athena Herd Foundation Compliments and Complaints policy, and;
• To understand organisational risk and review of the documented risks and defined mitigations captured on the Athena Herd Foundation Risk Assessment. Review will form a fixed item of every meeting, or via email if intervening need arises.

6.5 Recruitment to the Executive Committee

Recruitment to the Executive Committee shall be carried out on a needs arising basis, and all new roles shall require the agreement and approval of all members.

Successful applicants for these positions will need to have successful background (Disclosure and Barring Service) checks and will be considered on the basis of team fit as well as appropriate experience, technical skills and competencies.

6.6  Professional and Public Benefit activities

The Company’s objects define a range of services and beneficial activities. These come under the three arms of: “Awarding”, “Learning” and “Community”.

These activities will report into the Executive Committee through one or more of the existing members.  Representatives from these services and activities will be invited to present directly to the Executive Committee as and when appropriate.

In recognition of the need for independence, to ensure clear and unbiased separation and oversight, there are the following three distinct arms with defined responsibility:

• “Awarding”: develop, deliver and award qualifications in line with the conditions of accrediting bodies as well as the further development of programmes in areas of specific expertise.

The Awarding arm has responsibility to ensure appropriate training is provided to support facilitation and assessment throughout the qualification lifecycle.

Furthermore, the Athena Herd Foundation Awarding shall oversee the governance and compliance of both the Athena Herd Foundation Organisational Memberships, Athena Herd Foundation Training and External Training Memberships.

• “Learning”: delivery of both regulated and unregulated qualifications that are overseen by either members from the Awarding arm and, where applicable, Ofqual.

The Company oversees both Organisational Membership and Training Centre Membership delivering Athena Herd Foundation Training Programmes (as above). The Company ensures that both Organisational and Training School Members comply with the applicable policies and procedures and attain a high standard of delivery of Training Programmes.  Ultimate oversight will be monitored by the Executive Committee.

• “Community” strategic development and delivery of the Company’s social benefit commitments.

This includes, for example, the seeking of, and application for, funding to support this work. As well as the resourcing of support, delivery and summary reporting related to such projects.

All activity will be reported to the Executive Committee.

6.7  Executive Committee Meetings

The Executive Committee meetings will be held as frequently as required and in any event on a quarterly basis.

6.8  General Accounting Policy

The general accounting policy of the CIC is overseen by the Executive Committee.

The Committee has subcontracted general accounting activity, as follows:

Ian S. Anderson
Chartered Accountant & Registered Auditor
Chartam House 16 College Avenue,
Maidenhead, SL6 6AX

General accounting activity will be reported and monitored at each Executive Committee meeting.

6.9  Control of bank and payment process

The Company shall maintain strict controls around the handling of monies within the Company bank account. The general handling and payment of invoices is carried out by specifically authorised individuals.  All monies from the Company’s bank account require dual sign-off, this is designated to be The Chair or The Treasurer plus one other.  To clarify, there are three signatories on the Company bank account.

6.10  Management and handling of funding and investments

All funds received by the Company shall be recorded and maintained in such a way so as to ensure that they are appropriately ring-fenced so they are available for use as stipulated within the terms of the original donation.

All funds donated without a stipulated beneficiary will be deemed as “non-aligned” funding and made available to support the operational management and promotion of the Company’s business.

Any investments made and/or held on behalf the Company shall be the responsibility of the Directors in partnership with those providing accounting services.

6.11  Cheque handling and writing

Wherever possible financial transactions will be carried out by BACS transfer following procedures referred to under 6.10 above.

Where necessary, no cheque shall be issued without two signatures, and a supporting note and/or email clearly stipulating the requirement.

6.12  Other process and governance

Any other financial governance that is required will not be implemented without the evidenced agreement of the Committee.

7.0          Amendments

Any amendments to these Terms of Reference shall require the agreement of all Directors without exception.