Our governance, structure and management (continued)

OurCouncil Our Council is currently made up of 12 Trustees who are also Members and Directors of the charitable company (the Charity). They set our strategic direction and are responsible for making sure we uphold our values and governance, and deliver our objectives. They guide, advise and support the Chief Executive, decide how we spend our money and approve our budgets. They review a schedule of matters reserved to them and delegate certain responsibilities to Council Committees and the Executive Board, outlined below.

The Council met six times during the year and communicated frequently between meetings.

OurMembers The Charity’s constitution allows us to appoint up to 100 Members of the organisation. They are entitled to attend all general meetings, including the Annual General Meeting (AGM). Their most significant duties are to receive the Annual Report and Accounts and to elect or re-elect Trustees. We keep in regular contact with our Members, mainly through a quarterly letter from the Chairman.

Our Trustees The Trustees and Chairman are appointed for an initial period of three years, which can be extended for a further three-year period. Any further extensions to either the Trustees’ or the Chairman’s term will only be in exceptional circumstances.

Each Trustee benefits from an induction programme tailored to their knowledge and experience. It includes visits to our research institutes and meetings with management. Each Trustee is formally appraised once in each three-year term and meets at least once a year privately with the Chairman and Chief Executive. The Trustees continue to deploy a wide range of skills and experience essential to good governance and their biographies can be found on pages 20 to 21.

OurCommittees Each Trustee serves on Council Committees. The Chairman, Deputy Chairman of Council (currently vacant) and the Treasurer are ex officio members of all Council Committees, except the Audit Committee, which they may attend if invited by the Committee Chairman. The Committees each have specific delegated responsibilities outlined below on behalf of Council and review key strategic activities of the Charity. They also meet in order to provide advice, good counsel and expertise in particular areas where the Executive Board could benefit from external advice, guidance and experience. Details of membership of Committees are shown in the table opposite.

Audit Committee The Audit Committee is responsible for reviewing the Annual Report and Accounts of the Charity, the critical accounting policies and practices and the significant financial reporting judgements included therein. They ensure the independence and objectivity of the external auditors and provide oversight of the external and internal audit activities. They also provide an informed and independent assessment of the management and control of resources and risk throughout the Charity via a comprehensive risk review process. They monitor the effectiveness of the organisation’s risk management and internal control systems and provide an annual assessment of the risk processes and policies to Council. They met three times during the year.

Council Research Strategy Committee The Council Research Strategy Committee is responsible for the development, review and implementation of the Charity’s research strategy. They consider the research strategy and any changes to it as part of the annual operating plan and recommend it to Council. They review scientific performance objectives and targets for the Charity and monitor the progress we make towards them. They exercise delegated authority on the implementation of the research strategy and the research budget when this has been approved by Council. They met twice during the year.

Finance Committee The Finance Committee is responsible for the oversight of all aspects of the Charity’s corporate financial policies and operations. They monitor the short- and long-term viability of the Charity, ensuring that we have sufficient reserves to fund our work to beat cancer. They review and approve the Investment and Reserves policies and monitor our compliance with them on a regular basis. They review the annual and long-term financial plans of the Charity, ensuring research expenditure is maximised. They then monitor our performance against plans and recommend action where necessary to maintain a strong financial position. They oversee the management of the Charity’s investments and ensure that these are managed to underpin the strategic objectives of the Charity. They met three times during the year.

Nomination and Governance Committee The Nomination and Governance Committee is responsible for the governance policies and procedures of the Charity and makes recommendations to Council to ensure that they accord with best practice and are suitable for the Charity. They assess the effectiveness of the governance structure, the size and composition of the Membership, Council, Council Committees and their respective roles. They plan and initiate the search and selection process for new Members, Trustees and Senior Executives, assisted by independent search companies and open advertising as required, and recommending appointments to Council.

18 / Annual Report and Accounts / Our governance, structure and management