JOB DESCRIPTION

For Non-Executive Director with Digital Publishing Background

Introduction

We are looking for a Non-Executive Director with a background in Digital Publishing to join the Board of Practical Action Publishing, “the Company”. Whilst the following duties and tasks are not exclusively reserved for any individual member of the Board, the Directors and Management welcome input on Item 6 below, from Non-Executive Directors with skills and experience in the Digital Publishing field.

Key Responsibilities

With other Directors to manage the business of the Company in accordance with the Company's constitution - its Memorandum and Articles of Association and in accordance with relevant legislation relating to private limited companies and/or its key stakeholders. ''Managing'' the business includes insuring that the Company has a clear vision and mission as well as Strategy and Business plans inplace as reviewed and agreed by the Board.

The Companies act 2006 brought a number of common law duties into law which affects the role of a Company Director - these General Duties of Directors are listed at the back of this job description and are referred to under item 3.

As a member of the Board, a Director has a collective responsibility in fulfilling the duties of a Director and must not act on his or her own without having authority of, or being delegated to do so, by the Board. 

Duties and Tasks to fulfil these key responsibilities: Ensure that the Company has a clear vision, mission and strategy, and is focused on achieving these, by working with other Directors to:

•  Agree the vision and mission statements and the strategic plan, ensuring that there is a common understanding of these throughout the Company, and that they are reviewed by the Board on a regular basis.
• Ensure that the Managing Director’s specific objectives and the Company’s business plan support the achievement of the vision, mission and strategic priorities.Agree effective mechanisms to consider changes in the external environment that may affect the Company’s ability to achieve its mission and review these on a regular basis.

Be responsible for the performance of the Company and for its corporate behaviour by:

• Agreeing Board policies and agreeing and overseeing a method for objectively measuring performance and progress of the Company towards achievement of its vision, mission, strategic objectives, business plans and annual targets.
• Ensuring that the fundamental values and guiding principles of the Company are articulated and reflected throughout the Company as well as individually as a Director.
• Appointing the Managing Director, setting terms and conditions and ensuring that the Company invests in the Managing Director’s on-going professional development. Ensuring that the Managing Director’s receives regular, constructive feedback on personal performance in managing the company and that all staff review their own performance and regularly receive feedback.
• Ensuring that the Company gives high priority to staff training and development with the Managing Director playing a vital role.
• Ensuring that there are mechanisms for any party to bring to the attention of the Board of Directors any activity that threatens the probity of the Company.
• Ensuring that as an individual Director he/she has sufficient awareness, knowledge and understanding of the Company’s activities to hold management accountable for carrying out the Company’s programme of work.

Ensure that the Company complies with all legal and regulatory requirements by:

Being aware of and ensuring that the Company complies with all statutory and regulatory requirements particularly Company law and Companies House regulations. As a legal director of the Company, a Director is expected to read the attached General Duties of Directors and agrees to abide by his/her legal responsibilities and duties referred to therein.

Being familiar with the Company’s Memorandum and Articles of Association and ensuring that the Company and his/her fellow Directors act within its powers, does not breach any rules set out in the constitution and reviews the constitution regularly.

Formally agreeing the levels of authority delegated to the Managing Director ensuring that there are clear lines of reporting and accountability.

Ensuring that adequate financial and management control systems are in place:

Exercising effective overall control of the Company’s financial affairs and ensuring that the Company has satisfactory procedures to ensure that monies are invested to the maximum benefit of the company, within the constraints of the law, as well as ethical or other policies laid down by the Board. Ensuring that the systems of control are rigorous and regularly evaluated and reviewed. Directors are accountable for the solvency and continuing effectiveness of the Company.

Ensuring that the major risks to which the Company is exposed are reviewed annually and that systems have been established to mitigate or minimise these risks.

Ensuring that the income and property of the Company is applied for the purposes set out in the Memorandum and Articles of Association and that all income due to the Company is received, all tax benefits obtained and all rating relief claimed.

Acting reasonably, prudently and collectively in all matters relating to the Company, using reasonable skill and care in your work as Director and acting always in the Company’s best interests and avoiding any personal conflicts of interest.

Ensuring that intangible assets such as the Company’s good name, knowledge, expertise and intellectual property are properly valued, utilised and safeguarded.

Ensuring that the Company’s governance is of the highest possible standard by:

Making sure that the Company has a governance structure that is appropriate to a company of its size and complexity, stage of development and its objects and that major decisions and Board policies are made by the Directors acting collectively.

Reflecting annually on the Board’s performance as well as your own performance as a Director and ensuring the Board has the skills required to govern the Company well and has access to relevant external professional advice and expertise.

Additional Duties and Tasks relating to Digital Publishing:

Specifically:

• Advising the Directors and Management on issues relating to Digital Publishing.
• If requested, reviewing/commenting on the Digital Publishing used in the Company’s work or on evaluations of the same.
• Ensuring that adequate attention is provided to Digital Publishing in the Company’s work and in the strategic planning and budgeting processes.

Person Specification 

Essential qualities

An understanding of and a commitment to Practical Action Publishing’s work and its context within Practical Action’s Vision, Mission and Values.

Substantial hands on experience of digital publishing, preferably in an academic or professional publishing environment.

Able and willing to attend four board meetings a year, usually in Rugby (but possibly also in London or Oxford).

Understanding and acceptance of the legal duties and responsibilities of being a Director of a company.

Exercise good independent judgement.

Desirable qualities

Experience of living and working in the developing world.

Experience of communications work in the voluntary sector.

THE COMPANIES ACT 2006

GENERAL DUTIES OF DIRECTORS

• Duty to act within the powers conferred by the company’s constitution.
• Duty to promote the success of the company. A director must act in the way he considers will most likely promote the success of the company for the benefit of its members as a whole and in doing so have regard to:

1. the likely consequences of any decision in the long term;
2. the interests of the company’s employees;
3. the need to foster the company’s business relationships with suppliers, customers and others;
4. the impact of the company’s operations on the community and the environment;
5. the desirability of the company maintaining a reputation for high standards of business conduct; and
6. the need to act fairly between members of the company.

• Duty to exercise independent judgment.
• Duty to exercise reasonable care, skill and diligence.
• Duty to avoid conflicts of interest.
• Duty not to accept benefits from third parties.
• Duty to disclose any interest in a proposed transaction or arrangement with the company.
• Duty to declare any interests in existing transactions or arrangements with the company.

For further details and an application pack, please complete the form on the "Download" tab of this page to download files, or contact the HR Unit, Practical Action; Tel: 01926 634503 or by email: recruitment@practicalaction.org.uk

Closing date for return of completed applications is 4th April 2012

We positively welcome applicants from all sections of the community.