Director

Purpose of the role

To work with the other directors to ensure that Open Debate CIC:

• delivers clear and measurable community benefit

• remains financially viable

• uses its money and assets responsibly

• complies with company and CIC law

• manages risk appropriately

• maintains a clear and lawful relationship with the Open University Debate Club

Directors make decisions collectively through the CIC Board, unless the Board has formally delegated authority to an individual.

Set the CIC’s direction

You will:

• help define the CIC’s mission, priorities and long-term direction

• make sure activities remain consistent with the CIC’s stated community purpose

• approve and review the annual operating plan

• approve measurable objectives for community benefit and organisational development

• monitor whether activities are achieving their intended outcomes

• consider the long-term effect of Board decisions

• protect the CIC’s independence, reputation and public trust

Support financial sustainability

You will:

• help develop and approve a clear income and funding strategy

• assess potential income from grants, sponsorship, donations, partnerships, training, events, services and merchandise

• approve annual budgets and significant changes to those budgets

• review income, spending, cash flow and reserves

• monitor restricted funds and funder conditions

• consider whether proposed activities are affordable and sustainable

• make sure the CIC does not take on commitments it cannot reasonably meet

• support the development of suitable financial controls

• challenge unclear, unsupported or unauthorised expenditure

• review financial information before approving major decisions

The Board should focus its time and resources on funding routes that closely match the CIC’s mission, capabilities and intended beneficiaries, rather than pursuing every available source of income.

Protect the CIC’s community purpose

A CIC must continue to satisfy the community interest test. This means its activities must benefit the community, or the section of the community, that it was established to serve.

You will:

• consider who benefits from each significant activity

• ensure that private benefit remains incidental and proportionate

• monitor how profits and surpluses are used

• make sure the CIC can explain its community benefit clearly

• oversee appropriate engagement with beneficiaries, participants and other stakeholders

• contribute to the annual community interest report

The asset lock restricts how a CIC may transfer or distribute its assets. CIC assets must generally remain within the CIC, be transferred for full value, be transferred to another permitted asset-locked body, or otherwise be used for community benefit.

Govern the CIC effectively

You will:

• attend and prepare for CIC Board meetings

• read Board papers before decisions are made

• contribute your own informed view

• ask questions and challenge proposals constructively

• make decisions using reliable and sufficient information

• make sure significant decisions and reasons are recorded

• review whether delegated responsibilities are being completed

• oversee the CIC’s policies, controls and governance arrangements

• identify organisational risks and agree proportionate controls

• support appropriate arrangements for safeguarding, accessibility, data protection, insurance and complaints

• ensure access to company systems, accounts and information is limited to authorised people

• support an orderly handover when a director, employee or authorised volunteer leaves

Oversee legal and regulatory compliance

You will help make sure that the CIC:

• keeps adequate company and accounting records

• prepares and approves annual accounts

• files its annual accounts on time

• files its confirmation statement

• prepares and files its annual community interest report using form CIC34

• completes relevant tax returns and meets its tax obligations

• reports changes to directors, registered details and people with significant control

• keeps its statutory and governance records up to date

• complies with its Articles of Association

• follows the CIC asset lock and applicable funder conditions

A CIC must file its community interest report with its annual accounts, including where the company is dormant. Directors remain legally responsible for the company’s records, accounts and performance even where an accountant, employee or volunteer handles the work.

Manage the relationship with OUDC

Open Debate CIC and the Open University Debate Club must remain legally and operationally distinct.

You will:

• oversee the CIC’s side of the written Relationship Agreement with OUDC

• make sure the agreement clearly addresses ownership and use of funds

• approve appropriate spending and banking authority

• oversee any grant, sponsorship or contractual obligations accepted by the CIC

• make sure responsibilities for records, reporting and data sharing are clear

• ensure the CIC Board considers any decision that could create a legal, financial, contractual, regulatory or statutory obligation for the CIC

• prevent Society role holders from making commitments on behalf of the CIC without recorded authority

• keep the CIC’s statutory accounts distinguishable from OUDC’s internal Society accounts

• ensure any shared activity is accurately described as an OUDC activity, a CIC activity or a joint activity

The CIC should not receive, hold or administer Club funds for OUDC until the required Relationship Agreement and financial controls are in place.