The Natural Resources Body for Wales (Establishment) Order 2012

Article 3

SCHEDULE Further provisions about the Body

Status

1.—(1) The Body is not to be regarded as a servant or agent of the Crown or as enjoying any status, immunity or privilege of the Crown.

(2) Property of the Body is not to be regarded as property of or property held on behalf of the Crown.

Membership

2.—(1) The Body is to consist of—

(a) a chairperson appointed by the Welsh Ministers;

(b) not fewer than 5 nor more than 11 other members appointed by the Welsh Ministers;

(c) the chief executive (see paragraph 13); and

(d) not fewer than 2 nor more than 4 other members appointed by the Body.

(2) In the case of the initial appointments to the Body, appointments under sub-paragraph (1)(d) are to be made by the members appointed under sub-paragraph (1)(a) to (c), and the expression “the Body” (“y Corff”) is to be interpreted accordingly.

(3) The chairperson and the other members appointed by the Welsh Ministers under sub-paragraph (1)(b) must not be employees of the Body and are referred to in this Schedule as “non-executive members” (“aelodau anweithredol”).

(4) The chief executive and the other members appointed by the Body under sub-paragraph (1)(d) are to be employees of the Body and are referred to in this Schedule as “executive members” (“aelodau gweithredol”).

(5) The Welsh Ministers may appoint one of the non-executive members to be deputy chairperson.

(6) In appointing a person to be a member, the Welsh Ministers or the Body (as the case may be) must have regard to the desirability of—

(a) appointing a person who has experience of, and has shown some capacity in, some matter relevant to the exercise of the Body’s functions, and

(b) securing that a variety of skills and experience is available among the members.

Further provisions relating to initial membership

3.  In paragraph 2(6), the reference to the Body’s functions includes any functions which would be transferred to the Body if a proposal made by the Welsh Ministers falling within article 6(1) were implemented.

4.—(1) The Welsh Ministers may nominate one member of staff of the Welsh Assembly Government as a member of the Body.

(2) In paragraph 2(1), the reference to members appointed by the Welsh Ministers includes a member nominated under this paragraph.

(3) A person nominated under this paragraph ceases to be a member of the Body upon ceasing to be employed by the Welsh Assembly Government, and in any event on the date on which any function is transferred to the Body as a result of a proposal of the Welsh Ministers falling within article 6(1).

Tenure of office

5.  Subject to paragraph 4(3) (where applicable) and to paragraphs 6 to 8—

(a) a member holds and vacates office in accordance with the terms of the member’s nomination or appointment;

(b) a deputy chairperson holds and vacates that office in accordance with the terms of that appointment.

6.—(1) A person may resign from office as a non-executive member, or as deputy chairperson, by giving written notice to the Welsh Ministers.

(2) A person may resign from office as an executive member by giving written notice to the Body.

7.—(1) The Welsh Ministers may remove a person from office as a non-executive member, or as deputy chairperson, by notice in writing.

(2) The Body may remove a person from office as an executive member by notice in writing.

(3) A notice under this paragraph may only be given to a person who—

(a) has been absent from meetings of the Body for a period longer than 3 months without the permission of the Body;

(b) has failed to comply with the terms of the appointment;

(c) has become bankrupt or has made an arrangement with creditors, whose estate has been sequestrated in Scotland, or who has entered into a debt arrangement programme under Part 1 of the Debt Arrangement and Attachment (Scotland) Act 2002 (asp 17) as the debtor or has, under Scots law, made a composition or arrangement with, or granted a trust deed for, the member’s creditors;

(d) in the opinion of the person giving the notice, is unfit to continue the appointment because of misconduct; or

(e) in the opinion of the person giving the notice, is otherwise unable, unfit or unwilling to carry out the member’s functions.

8.—(1) A person ceases to be deputy chairperson upon ceasing to be a member.

(2) A person ceases to be a non-executive member upon becoming an employee of the Body.

(3) A person ceases to be an executive member upon ceasing to be an employee of the Body.

9.—(1) A person who ceases to be a member, and a member who ceases to be deputy chairperson, may be reappointed to that office.

(2) But a person who has been removed from office on the ground of misconduct set out in paragraph 7(3)(d) may not be reappointed.

Remuneration and pensions etc of members

10.—(1) The Body must pay the non-executive members and any deputy chairperson such remuneration and allowances as the Welsh Ministers may determine.

(2) The Welsh Ministers may make different determinations under this article in different cases.

11.  The Body must—

(a) pay such pensions or gratuities to or in respect of any non-executive member or former non-executive member as the Welsh Ministers may determine;

(b) pay such sums as the Welsh Ministers may determine towards provision for the payment of pensions or gratuities to or in respect of any non-executive member or former non-executive member.

12.—(1) This article applies if—

(a) a person ceases to be a non-executive member, and

(b) it appears to the Welsh Ministers that there are special circumstances which make it appropriate for the person to receive compensation.

(2) The Welsh Ministers may require the Body to pay the person such amount of compensation as the Welsh Ministers may determine.

Staff

13.—(1) The Body must appoint a person to be chief executive.

(2) The person appointed must have been approved by the Welsh Ministers.

(3) The Welsh Ministers may appoint the first chief executive.

(4) The Body may appoint other employees.

14.—(1) The Body may pay its employees such remuneration and allowances as it determines.

(2) The Body may only make a determination under this paragraph with the approval of the Welsh Ministers.

15.—(1) The Body may—

(a) pay such pensions or gratuities as it determines to or in respect of any employee or former employee, and

(b) pay such sums as it determines towards provision for the payment of pensions or gratuities to or in respect of any employee or former employee.

(2) The Body may only make a determination under this paragraph with the approval of the Welsh Ministers.

Procedure

16.—(1) The Body may determine its own procedure (including quorum) and that of its committees and sub-committees.

(2) The Body may authorise its committees and sub-committees to determine their own procedure (including quorum).

(3) But if a determination under this paragraph provides for a quorum for any meeting, the quorum cannot be met unless a majority of the members present are non-executive members.

17.  No proceeding of the Body or of any committee or sub-committee is invalidated by—

(a) a vacancy in the office of chairperson, or

(b) any defect in the appointment of any member.

Delegation of functions

18.—(1) The Body may authorise a committee, sub-committee, member or employee of the Body to exercise any of the Body’s functions.

(2) Unless the Body determines otherwise, a committee of the Body may authorise a sub-committee, member or employee of the Body to exercise any of the functions of that committee, including functions delegated to it by the Body.

(3) Unless the Body or the relevant committee determines otherwise, a sub-committee of the Body may authorise a member or employee of the Body to exercise any of the functions of that sub-committee, including functions delegated to it by the Body or a committee.

(4) An authorisation under the preceding provisions of this paragraph may be general or specific and must be given in writing.

(5) The Body must send a copy of the authorisation to the Welsh Ministers.

(6) The preceding provisions of this paragraph do not prevent the Body (or the committee or sub-committee, as the case may be) from exercising the function in question itself.

Membership of committees and sub-committees

19.—(1) A committee or sub-committee may include persons who are not members of the Body.

(2) The Body may pay such remuneration and allowances as the Welsh Ministers may determine to any person who—

(a) is a member of a committee or sub-committee, but

(b) is not a member or employee of the Body.

Application of seal and proof of documents

20.—(1) The application of the Body’s seal must be authenticated by the signature of—

(a) a member of the Body who is authorised (generally or specifically) for that purpose, or

(b) an employee who is so authorised.

(2) A document purporting to be duly executed under the seal of the Body—

(a) is to be received in evidence, and

(b) is to be treated as so executed unless the contrary is shown.

Corporate Plan

21.—(1) Before the beginning of each financial year, the Body must—

(a) prepare a plan of how it intends to discharge its functions during the following financial year, and

(b) submit the plan to the Welsh Ministers for consideration.

(2) In this paragraph—

(a) “financial year” (“blwyddyn ariannol”) means a period of 12 months ending with 31 March, and

(b) the Body’s first financial year is the period of 12 months ending with the second 31 March after the Body is established.

Annual report

22.—(1) For each financial year, the Body must—

(a) prepare an annual report on how it has discharged its functions during that year, and

(b) send a copy of the report to the Welsh Ministers as soon as possible after the end of that year.

(2) The Welsh Ministers must lay a copy of the report before the National Assembly for Wales.

(3) In this paragraph and paragraph 23, “financial year” (“blwyddyn ariannol”) means a period of 12 months ending with 31 March, but the Body’s first financial year is—

(a) the period beginning with the day on which the Body is established and ending with the next 31 March, or

(b) such other period, not exceeding 2 years, as the Welsh Ministers may direct.

Accounts

23.—(1) For each financial year, the Body must—

(a) keep proper accounts and proper records in relation to them, and

(b) prepare a statement of accounts,

in accordance with directions given by the Welsh Ministers.

(2) The body must submit the statement of accounts prepared under this paragraph to the Auditor General for Wales and the Welsh Ministers.

(3) The statement of accounts must be submitted no later than 31 August in the financial year following that to which the statement relates.

(4) The Body’s accounts and statements of accounts must give a true and fair account of—

(a) the state of the Body’s affairs at the end of the financial year, and

(b) the Body’s income and expenditure in the financial year.

(5) The Auditor General for Wales must—

(a) examine, certify and report on the statement of accounts;

(b) provide a copy of the certified statement of accounts together with his or her report on it to the Body; and

(c) no later than 4 months after the statement of accounts is submitted, lay before the National Assembly for Wales a copy of the certified statement of accounts and report.

Information

24.—(1) The Body must provide the Welsh Ministers with any information they require relating to the Body’s property or to the discharge or proposed discharge of its functions.

(2) The Body must also—

(a) permit any person authorised by the Welsh Ministers to inspect and make copies of any accounts, documents or other records of the Body (in whatever form), and

(b) provide such explanation of them as that person or the Welsh Ministers may require.