Operational Rules

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RULE 1

1.    SBGI Management Board

1.1    Composition

1.1.1    As per Clause 5(b) of the Constitution, the Management Board of SBGI will consist of:
o    The President, Vice President/Treasurer, Immediate Past President and any other Honorary Officers
o    The Chairmen of Divisional Boards.

1.1.2    The Management Board meetings will normally be attended by the Chief Executive and Deputy Chief Executive.

1.2    Management Board Meetings

1.2.1    Meetings will be chaired by the President or, in his/her absence, the Vice President/Treasurer.

1.2.2    The quorum shall be the President or Vice President/Treasurer plus in either case two other members.

1.2.3    Decisions shall wherever possible be reached by consensus, but shall otherwise be taken by a majority of members present. The Chairman shall have a casting vote.

1.2.4    The Management Board meetings shall normally be held four times a year (and in any event not less than three times a year, as required by Clause 5(a) of the Constitution).

1.3    Honorary Officers

    The President and Vice President/Treasurer will be appointed for a period of 1 year at the Annual General Meeting. The Vice President/Treasurer shall be nominated by the Management Board on the advice of the President after consultation with the Chief Executive.

1.4    Management Board Committees

The Management Board may establish committees, set their terms of reference and terminate them, as appropriate.

1.5    Remit of the Management Board

    The principal duties of the Management Board are:
o    To establish the overall strategy, policy and direction of the SBGI
o    To appoint the Chief Executive and Directors and to determine the staffing structure for the Secretariat
o    To set the remuneration of the Chief Executive and to approve all remuneration matters
o    To establish Divisions to cover substantial industry sectors
o    To approve for each Division a document specifying its scope and purpose
o    To establish for each Division a governing Board
o    To approve the terms of reference for each such Board and delegate appropriate powers to it
o    To establish an overall budget for the SBGI after liaison with the Divisional Boards
o    To agree annual management contracts with the Divisional Boards for the provision of services
o    To oversee the delivery of common services and corporate support
o    To develop the SBGI business, including the provision of services to third party organisations
o    To monitor the financial performance of the SBGI
o    To receive reports from the Audit Committee
o    To review the overall efficiency and effectiveness of the SBGI
o    To set performance measures and monitor achievement
o    To offer/withdraw membership in any cases where this power has not been delegated to a Divisional Board.

RULE 2

2.    Audit Committee

2.1    Composition

The Audit Committee will consist of all members of the Management Board.

2.2    Meetings

2.2.1    Meetings will be chaired by the Vice President/Treasurer, or in his absence another member other than the President or Immediate Past President.

2.2.2    A quorum will be the Vice President/Treasurer and at least one other member, or, in the absence of the Vice President/Treasurer, at least two members other than the President or Immediate Past President.

2.2.3    Meetings shall be held not less than twice a year. SBGI staff may be excluded from the whole or part of any such meetings. The external auditors may request a meeting if they consider that one is necessary.

2.3    Authorities

The Committee is authorised by the Management Board to investigate any activity within its terms of reference. It is authorised to seek any information it requires and to obtain legal or other independent professional advice it considers necessary.

2.4    Duties

The duties of the Committee shall be:
o    To consider the appointment of the external auditor and the audit fee and make recommendations to the Management Board for approval at the AGM
o    To discuss with the external auditor, before the audit commences, the nature and scope of the audit
o    To review the annual accounts before submission to the Management Board
o    To discuss problems and reservations arising from the audits
o    To keep under review the effectiveness of internal control systems
o    To recommend to the Management Board the authorities delegated to the elected officers and executive staff of the SBGI.

RULE 3

3.    Divisional Boards

3.1    Scope and Purpose of Divisions

3.1.1    For each Division established by the Management Board to cover a substantial industry sector there shall be a document specifying its scope and purpose, which shall be approved by the Management Board.

3.1.2    Each Division shall be governed by a Board,

3.2     Terms of Reference of Divisional Boards

        For each Divisional Board terms of reference - to be approved by the Management Board – shall be maintained covering all aspects of its operation, including but not confined to those covered by Rules 3.3–3.6 below.

3.3        Composition

        The composition of each Divisional Board shall be as specified in its terms of reference but shall in all cases include the Chairmen of the main member groups within the Division.

3.4     Chairman

        Each Divisional Board shall be chaired by the Chairman of the Division, who shall be elected by all members of the Division.

3.5    Meetings

        Divisional Board meetings shall normally be held four times a year and in any event not less than three times a year.

3.6    Remit

3.6.1    Each Divisional Board shall have full responsibility for all operational matters solely associated with that Division but shall ensure that the Division operates in accordance with the strategic direction set by the SBGI Management Board.

3.6.2    Each Divisional Board shall be accountable to the Management Board for the financial management of the Division.

3.6.3    The principal duties of the Divisional Boards shall be:
o    To develop and manage the implementation of a business plan for the Division including its strategy, programme of work and funding
o    To establish and maintain an appropriate structure of member groups that covers the range of members’ activities and interests within the industry sector
o    To exercise the powers delegated to it by the Management Board, including the offer and termination of membership.

RULE 4

4.    Financial Management

4.1    All purchase orders totalling over £1000 must be approved in advance by the Chief Executive or, in respect of purchase orders relating solely to one Division, by the Director responsible for that Division. (NB ‘Purchase orders’ should be interpreted as including entering leasing agreements and incurring any other form of liability.)

4.2    All purchase orders totalling more than £50 but less than £1000 shall be approved in advance by either the Chief Executive or a Director, unless covered by the following Rule regarding chargecards.

4.3    Employees issued with a chargecard will have authority to use the card for payments totalling up to £500. Payments in excess of this sum will require the advance authorisation of the Chief Executive or a Director and if over £5000, the President or Vice President/Treasurer. Chargecards will only be issued to management staff.

4.4     Payments against invoices must be approved by not less than two signatories authorised for this purpose by the Management Board.

4.5     Payments against invoices over £5000 require at least one authorised signature to be that of the President or Vice President/Treasurer or, in respect of invoices relating solely to one Division, by the Chairman of that Division.

4.6     All petty cash claims and expenses claims will be checked monthly by the Chief Executive or a Director.

4.7     The Chief Executive’s expenses claims will be signed off every three months by the Vice President/Treasurer.

4.8     No authorisation level specified in these Rules shall be evaded by splitting purchase orders or payments into smaller separate transactions.

RULE 5

5.    Membership Subscriptions

5.1    Membership subscriptions are payable annually by all members.

5.2.    Each year, subject to approval by the Management Board, each Divisional Board will determine the basis, structure and rates for subscriptions to be paid by members in that Division in respect of the following calendar year.

5.3    Subscriptions shall be payable on or before 1 January of the calendar year to which they relate.

5.4    Any member whose subscription is not paid by 31 January shall be reported to the relevant Divisional Board for appropriate action.

5.5    A new member shall, upon joining the SBGI, pay the proportion of the annual subscription due from the beginning of the quarter in which membership commenced.

5.5    The Divisional Boards may charge an admission fee for any new member or specified category of new member payable on joining.

RULE 6

6.     Member Groups

6.1    Formation

6.1.1    Each Divisional Board may establish such member groups as it considers appropriate and may terminate their existence at its discretion.

6.2    Operating Rules

6.2.1    Each Divisional Board shall develop and maintain Rules governing the operation of member groups within the Division. These may distinguish between different types of groups.

6.2.2    Such Rules shall cover, but not be confined to:
o    Members’ rights with regard to admission to such groups
o    Election of chairmen
o    Conduct of meetings, including voting.

6.3    Scope and Purpose

Each member group shall develop and maintain a document – to be approved by the Divisional Board - clearly stating its name, scope, purpose, principal activities and how its membership is determined.

6.4    Role of the Divisional Boards

    The relevant Divisional Board may resolve any issue relating to a member group or between one such group and another. The decision of the Divisional Board shall be final.

RULE 7

7.     Disciplinary Procedure

7.1    Scope

7.1.1    Disciplinary proceedings against a member will only be contemplated where a written complaint has been received, explicitly or implicitly alleging conduct in breach of the SBGI’s Values or its Rules which, if proven, in the opinion of the SBGI Chief Executive is sufficiently serious that, prima facie, it could justify a decision by the Management Board to terminate membership under Clause 3(a)(ii) of the Constitution.

7.2    Complaint

7.2.1    Any complaint against a member shall be forwarded in writing to the Chief Executive.

7.3    Investigation

7.3.1    The Chief Executive shall undertake – or cause to be undertaken by a Director - such enquiries as he deems appropriate to ascertain evidence relevant to the complaint. In all cases this will include advising the member that a complaint has been made against it, outlining the nature of that complaint and giving the member the opportunity to respond.

7.4    Decision to Instigate Disciplinary Proceedings

7.4.1    The Chief Executive shall decide whether the evidence justifies disciplinary proceedings.

7.5    Preparation for a Disciplinary Hearing

7.5.1    In the event of a decision to instigate disciplinary proceedings, the Chief Executive shall:
•    arrange a hearing by a disciplinary panel;
•    advise the member of the precise nature of the allegation to be heard, including which of the SBGI’s Values or Rules is alleged to have been breached, and of the time, date and venue of the hearing, giving at least 21 days notice;
•    advise the complainant and any other witnesses of the time, date and venue of the hearing.

7.6    Disciplinary Panel

7.6.1    A disciplinary panel shall comprise three members of the Management Board with no direct business interest in the same sector of the industry as the member against which the allegation has been made. The longest serving of those members shall be the chairman of the panel.

7.7    Representation at the Hearing

7.7.1    The SBGI shall be represented by the Chief Executive or a Director.

7.7.2    The member against which the allegation has been made may be represented by a member of its staff.

7.7.3    The clerk to the disciplinary panel shall be a member of the secretariat staff who has had no previous involvement with the case.

7.8    Proceedings at the Hearing

7.8.1    The Chief Executive or Director representing the SBGI shall present relevant evidence and the representative of the member may respond.

7.8.2    Witnesses may be examined, cross-examined and re-examined. Documentary and other evidence may be presented.

7.8.3    When the member’s response to the allegation has been concluded, the Chief Executive or Director representing the SBGI shall give a brief summing up, followed by the member company representative.

7.8.4    Any procedural issues shall be determined by the panel chairman.

7.8.5    At the end of the hearing the panel shall, after adjournment for due consideration, announce its decision. This may take one of the following forms:

a)    the alleged breach of the SBGI’s Values or Rules has not been proved beyond reasonable doubt;
b)    the allegation has been proved beyond reasonable doubt, but it is not of a sufficiently serious nature to justify the termination of membership;
c)    the allegation has been proved beyond reasonable doubt and is so serious that the membership shall be terminated with immediate effect.

7.8.6    Where the decision is that membership should be terminated, the Management Board delegates to the disciplinary panel its power under Clause 3 (a)(ii) of the Constitution to terminate membership.

7.8.7    The panel’s decision shall be confirmed in writing to the member within 7 days. Where the allegation is found to have been proved (Rules 7.8.5 (b) and (c) refer), the member shall be advised of its right to appeal under Rule 8.

7.8.8    The panel may make a recommendation to the President of the SBGI as to whether its decision should be publicised, but no publicity shall be undertaken in response to such a recommendation during the period of 30 days allowed by Rule 8.2.1 for notice of appeal to be served or at any time if notice of appeal is served during that period.

7.8.9    Where the allegation is found to have been proved but membership is not terminated (Rule 7.8.5 (b) refers), a record of this decision shall be kept by the secretariat and may be referred to in any subsequent disciplinary proceedings, but for no other purpose.

7.8.10 The clerk to the panel shall cause a record of the proceedings to be taken and shall keep this, together with any documentary evidence submitted, for a period of at least one year.

RULE 8

8.    Appeals Procedure

8.1    Scope

8.1.1    The following appeals procedure shall govern the administration and adjudication of appeals under Clause 3 (a) (iii) of the Constitution of the SBGI (i.e. against a decision by or on behalf of the Management Board to decline to offer membership to a particular applicant or to terminate the membership of an existing member) and of appeals against a decision by a disciplinary panel under Rule 7.8.5 (b) that an allegation has been proved.

8.2    Notice of Appeal

8.2.1    Notice of appeal shall be served on the Chief Executive of the SBGI within 30 days of the date on which the appellant was sent written notification of the decision against which appeal is being made.

8.3    Formation of Appeal Panel

8.3.1    Within 7 days of receiving the notice of appeal under 8.2.1 the Chief Executive shall set up an appeal panel which shall comprise:
•    two member representatives, who shall be members of Management Board not present at the meeting at which the decision subject of the appeal was made or, if no such person is available, former members of the Management Board;
•    one senior member representative who is not a member of the Management Board.

8.3.2    No member of the appeal panel shall have a direct business interest in the same industry sector as the appellant.

8.3.3    The longer serving of the two Management Board members shall be the chairman of the panel.

8.4    Notification of Appeal Hearing

8.4.1    The appeal panel shall meet within 60 days of receipt by the Chief Executive of the appeal.

8.4.2    The appellant shall be given at least 21 days notice of the time, date and venue of the appeal hearing.

8.5    Representation at the Hearing

8.5.1    The appellant may be represented by a member of its staff.

8.5.2    The SBGI shall be represented by the President or other member of Management or Divisional Board present at the meeting at which the relevant decision was taken.

8.5.3    The Chief Executive or a Director with no previous involvement in the case shall act as clerk to the appeal panel.

8.6    Preparation for the Hearing

8.6.1    Not less than 7 days prior to the hearing both parties shall:
•    notify the Chief Executive as to who will be representing them at the hearing
•    advise the Chief Executive of the identity of any witnesses to be called at the hearing
•    deliver to the Chief Executive any documentary evidence to be presented.

8.7    Proceedings at the Hearing

8.7.1    The appellant’s representative shall present its case and the SBGI’s representative shall respond.

8.7.2    Witnesses may be examined, cross-examined and re-examined. Documents and other evidence may be presented.

8.7.3    When the SBGI’s response to the appellant’s case has been concluded, the appellant’s representative shall give a brief summing up, followed by the SBGI’s representative.

8.7.4    Any procedural issues shall be determined by the panel chairman.

8.7.5    At the conclusion of the hearing the panel shall, after due consideration, announce its decision. This will be confirmed in writing to the appellant within 7 days.

8.7.6    The decision of the panel shall be final and binding on both parties.

8.7.7    The panel may make a recommendation to the President of the SBGI as to whether its decision should be publicised.

8.7.8    The Chief Executive shall cause a record of the proceedings to be taken and shall keep this, together with any documentary evidence submitted, for a period of at least one year.

RULE 9

Members shall comply with the guidelines issued by the Management Board on the use of the SBGI logo.

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