Board committees

The Board has designated four committees to support it in the delivery of its duties. The Head of Corporate Governance supports the Board and its committees.

You can read more about the role of each committee, together with members' attendance, below.

Audit and Risk Assurance Committee

The Audit and Risk Assurance Committee supports the Board and Accounting Officer (the Chief Executive) by reviewing the comprehensiveness and reliability of assurances on governance, risk management, the control environment, the integrity of financial statements and the annual accounts.

The Audit and Risk Committee advises the Board and Accounting Officer, and its terms of reference include:

  • The strategic processes for risk, control and governance and the Governance Statement;
  • The organisation’s approach to risk management, and satisfying itself of the way that risk is managed within the organisation;
  • The governance and internal control of the organisation;
  • Anti-fraud policies, whistleblowing processes and the arrangements for special investigations within the organisation;
  • The adequacy of management response to issues identified by audit activity, including those issues identified by external audit;
  • The adequacy of arrangements within Qualifications Wales for internal audit, external audit and corporate governance matters, including on the preparation of Qualifications Wales’ financial report and annual report; and

The Audit and Risk Committee meets around four times a year. Our Internal and External Auditors also attend this Committee.

The terms of reference for ARAC can be found here.

Resources Committee

This committee provides an environment for detailed discussion on financial and business planning matters, and several human resources areas. The Committee has also been delegated the authority the approve HR policies on behalf of the Board. Its terms of reference include:

  • Oversight of the preparation of the annual budget and business plan giving due consideration to the strategic use of resources;
  • Oversight of workforce planning and controls for the organisation:  recruitment, retention, succession planning and performance management policies;
  • The management of conflicts of interest for the Board and senior officers of the organisation;
  • Overseeing any major changes in employee benefits structures throughout the organisation.

Accountability for the financial strategy and policies of the organisation lies with the Board: the CEO and Executive have responsibility for managing finances within these parameters.

The Committee meets around three times a year.

Regulation Committee

The purpose of this Committee is to consider and provide recommendations to the Board on issues arising from Qualifications Wales’ regulatory approach.

The Committee’s terms of reference include:

  • Providing a sounding board for the development of regulatory policies;
  • Providing guidance and recommendations in relation to regulatory approach, framework and policies;
  • Reviewing the appropriateness and effectiveness of regulatory activity;
  • Monitoring relationships with other qualifications regulators;
  • Seeking Board endorsement of its recommendations in relation to regulatory disputes;
  • Ensuring that proper arrangements are in place for an independent review to be conducted of our regulatory processes, where one is requested; and
  • Monitoring the management of risk relating to regulatory activity.

The Regulation Committee meets around four times per year.

Remuneration Committee

The purpose of this committee is to consider and provide recommendations on the remuneration of staff and Board members. 

Its terms of reference include:

  • Determination of any proposals to change terms and conditions for staff. (No staff member shall be involved in any decisions as to their own remuneration);
  • Reviewing the ongoing appropriateness and relevance of the remuneration policy;
  • Determination of any proposed changes to the policy and scope of staff pension arrangements;
  • The policy in relation to major changes in employee benefits structures throughout the organisation CEO and Executive Director pay, pension, benefits and terms and conditions;
  • In conjunction with the Chair of the Board, overseeing the recruitment of the CEO, and engaging with the CEO on any future recruitment to the Executive Director posts. This should include succession planning;
  • Oversight of CEO and Board performance and evaluation activity;
  • Ensuring that any terminations are carried out properly and any payments made are fair to the individual, and the organisation, that failure is not rewarded and that the duty to mitigate loss is fully recognised; and
  • Determination of proposals to changes in the Board terms and conditions, for agreement by the Board before onward submission for consideration by the Cabinet Secretary for Education. Evaluation of the recruitment requirements for the Board, and liaison with the Welsh Government on such matters.

The Committee meets once per year (or more if required).