These terms of reference describe the purpose and conduct of a bilateral meeting between UKRI-NERC (hereafter referred to as ‘NERC’) and each research centre, whose purpose is to provide:
- assurance to NERC (as owner or major stakeholder) that effective controls are in place for the governance (NOC, UKCEH) or management (BAS, BGS, NCAS, NCEO) and financial sustainability of the centre, and discuss any actions which may be required
- assurance to NERC (as customer) on the delivery of in-flight National Capability activities commissioned by NERC and delivered by the centre, and discuss any actions which may be required
- an opportunity to discuss the strategic relationship between NERC and the centre, the landscape in which it operates, and to identify future opportunities, threats and actions.
Each of these purposes is important, and the meeting will give sufficient weight and time to all of them (see ‘Conduct of meeting’ below).
For NERC, the meeting will formally report to the NERC Executive Chair and will provide regular reports to the NERC Management Board and NERC Assurance Board.
This meeting and assurance process will apply to the following research centres as national strategic delivery partners that deliver national capability and are essential to NERC’s mission:
- BAS (incorporating CPOM)
- BGS (incorporating COMET)
It will not apply to the following Marine National Capability Delivery Partners whose NERC role, relationship and funding is more narrowly prescribed:
- MBA (incorporating SAHFOS).
This meeting will cover the purposes set out in the section ‘Purpose’ above.
This meeting does not remove the need for, and will not duplicate, a variety of in-year planning, reporting, operational and risk management discussions between UKRI-NERC and centres in bilateral and multilateral forums. It will not routinely cover operational issues (including landlord-tenant issues for UK-CEH and NOC) unless they become strategic risks to financial sustainability or to the delivery of activities commissioned by NERC.
The context for this meeting is framed by an overarching Strategic Relationship Agreement between NERC and each in-scope centre, together with (in some cases) a more detailed document whose form is dictated by the ownership and governance of the centre – for example a delegation letter (BAS), a memorandum of understanding (BGS), or a collaborative research agreement with a university host (NCAS, NCEO).
The Strategic Relationship Agreement recognises that the national, strategic purpose of each centre – and its relationship with NERC – is enduring and holistic, transcending any single, activity-specific, time-limited funding awards. It describes:
- the role of each party
- principles for a value-managed relationship
- NERC commitments to the financial sustainability of the centre
- the NERC funding framework for centres
- the performance management framework for NERC National Capability investment.
NERC has two distinct roles in relation to centres which are relevant to the purpose of this meeting:
- as the holder of NERC’s overall risk in centres (as owner of BAS and BGS or as a major stakeholder in NCAS, NCEO, NOC and UK-CEH), where NERC’s primary interest is to receive assurance on the governance and financial sustainability of the centre
- as the customer for NERC’s investment in centres, where NERC’s primary interest is to receive assurance on the delivery of National Capability activities it has commissioned from the centre.
NERC is one of nine constituent bodies in UKRI, where the UKRI Chief Executive is the Accounting Officer who delegates responsibility for managing relationships with environmental research centres to the NERC Executive Chair. The Strategic Relationship and Assurance Meeting is an important mechanism for managing this relationship, and for assuring UKRI-NERC on the public funding it invests in centres.
The portfolio of environmental research centres funded and overseen by NERC includes a variety of different ownership and governance models. Hence, while NERC may require assurance from all centres on similar issues, it may derive assurance from different sources in each case.
The business and conduct of the meeting will be appropriate to the ownership of the centre, and NERC’s relationship with it, so as to provide necessary assurance to NERC as owner, stakeholder or customer (whichever roles apply), and will not imply any inappropriate control over the governance or management of an independently owned centre.
These terms of reference replace the previous Centre Assurance Board (CAB) terms of reference agreed by NERC Management Board in 2016. This updated version reflects more recent developments, including:
- the creation of UKRI as the new legal body responsible for NERC and relationships with environmental research centres
- changes in ownership and governance of some centres
- separation of NERC ‘owner’ and ‘commissioner’ roles
- establishment of the NERC-Centre Relationship Agreement.
These terms of reference may be reviewed periodically or at any time as necessary. Such review may be triggered by learning from the first round of meetings (June 2020), or from the implementation of UKRI’s Integrated Governance, Risk and Assurance Framework (IGRAF) – which applies only to UKRI-owned centres: BAS and BGS.
Conduct of meeting
The bilateral meeting will be held between NERC and each centre at least annually (initially in June) and more often if required (for example if urgent or material issues or concerns are raised by NERC, the centre or other stakeholders).
The meeting will be chaired by the NERC Chief Operating Officer (who represents NERC’s overall risk holding). If availability or agenda requires an alternate, then the meeting will be chaired by the NERC Director Strategic Partnerships (who represents the NERC customer role) or another NERC Director.
The meeting will be supported by a secretariat from the NERC Governance and Assurance Team.
The meeting agenda, supporting documents, timings and attendance will be agreed by the meeting chair with the Executive Director or CEO of the centre. Each of the three primary purposes of the meeting should be given sufficient weight and time to enable effective discussion and assurance to be provided.
Agenda items may be proposed by NERC (including senior executives and the NERC Observer to the Centre Board) and by the centre (including senior executives and the Chair of the Centre Board). Any major issues, concerns or questions should be flagged in advance of the meeting (the ‘no surprises’ principle), and time allowed for input to meeting papers, so that all parties can prepare for an effective and constructive discussion.
The meeting should be attended by:
- senior executives from NERC and the centre (including the Executive Director of the centre) who should have sufficient strategic knowledge to inform the primary purposes of the meeting, key issues raised and actions required
- the NERC Observer on the Centre Board, who has an important role: to verify the assurance given by the centre, and to understand its strategic direction
- the Chair of the Centre Board, where different from the Executive Director of the centre, may attend as necessary to discuss any major issues raised by the Board or NERC.
For BAS, which has no dedicated board or independent board members and is overseen more broadly by the NERC Management Board, a NERC Non-Executive Director may attend the meeting to provide independent scrutiny and challenge.
The meeting will take assurance and reports from relevant authorities and sources. It will not duplicate the proper and detailed scrutiny conducted by other governing bodies, such as Centre Boards and their Subcommittees, or auditors. Wherever possible, it should draw on existing reports and sources of information, rather than generating additional administrative burdens.
Meeting papers and inputs will be prepared and circulated in advance, so that key issues are identified and all parties are well prepared to support a strategic and mutually beneficial discussion.
Conflicts of interest will be declared and managed according to UKRI policy.
Notes of the meeting will be agreed by the meeting chair with the Executive Director or CEO of the Centre.