Governance

The Board of Governors is the supreme governing body of Tung Wah College. It is responsible for setting directions for Tung Wah College and determining key governance issues. The Board of Governors comprises an appropriate mix of representatives from the higher education sector, the community/ business / professional sector, members appointed by Tung Wah Group of Hospitals as well as staff and alumni representatives of the College.

Terms of Reference

1. To formulate the long-term strategic direction and plan of the College;
2. To appoint and dismiss the President of the College on the advice of the College Council (CC);
3. To approve the appointment or dismissal of, or to appoint or dismiss the officers, teachers and examiners (if applicable) in accordance with all the applicable laws and regulations and subject to the internal guidelines or regulations as effective from time to time;
4. To appoint and dismiss the Vice President(s) of the College on the advice of the CC;
   To appoint (or renew the appointment of) and dismiss the Chairman, Vice Chairman and other members of the CC and formulate remuneration packages and other benefits (if any) for them;
5. To formulate strategies and directions in respect of policies, regulations and plans (including the matters in respect of development, finance and human resources) of the College;
6. To monitor and regulate finances of the College (e.g. capital expenditure including but not limited to the acquisition of land and the development of new College premises);
7. To approve material transactions or contracts;
   To approve annual budgets and the annual audited accounts and make directives as it may think fit;
8. To borrow money and to mortgage or charge its undertaking and property and to issue debentures or other securities etc.;
9. To give directions and be responsible for all internal audit matters;
10. To formulate policies and procedures for dealing with all cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for moneys paid to the Company;
11. To make recommendations on the name and logo of the College, and any modification thereto for approval in the annual general meeting;
12. To approve and make decisions on any issues which are likely or will have a substantial impact on the operations of the College and its member(s) and those associated with the College; and
13. For the proper administration of the College, to obtain any information from the CC/the President’s Office in respect of any issues relating to the College, in particular in respect of issues which have or may have substantial impacts on the operations of the College including but not limited to the image or reputation of the College and its member(s) and those associated with the College.

The College Council under the Board of Governors is the executive body of the College. It manages the general affairs of the College according to the directions set out by the Board of Governors. The College Council consists of members from the higher education sector and the community/ business/ professional sector, members appointed by Tung Wah Group of Hospitals, as well as staff and student representatives of the College.

Terms of Reference

1. To establish annual goals aligned with TWC’s strategic priorities as determined by the Board of Governors (BoG);
2. To establish policies of management as determined by the BoG;
3. To perform as the executive body of the College in managing and administering the College affairs according to the directions set out by the BoG;
    
4. To ensure that the Ordinance under which the College is operating is fully complied with;
5. To set policies overseeing the management of resources (including finance, human resources, investment of funds, etc.) of the College;
6. To set policies in relation to handling appeals and grievances of staff and students of the College as well as those from external parties;
7. To ensure that the College is managed effectively and that the quality of its work is assured;
8. To ensure that the education of the students is pursued in an appropriate manner and leads to the outcomes desired;
9. To discuss, amend as judged appropriate, and decide on the various academic and resource plans and proposals, including the annual budget and strategic plans, put forward by the President according to the financial resources approved and allocated by the BoG;
10. To provide a college-wide perspective on issues of strategic significance and may also consider and advise on operational issues;
11. To maintain the requirements in respect of health in accordance with R4 of the CAP320A;
12. To ensure the keeping of correct and adequate accounts of all income and expenditure of the College;
13. To provide for the use of the buildings, libraries, laboratories, premises, furniture, equipment and general facilities required to carry out the work of the Company and the College;
14. To provide for the welfare of persons employed by the College;
15. To be responsible for reporting, in a timely and adequate manner, to the BoG or BoG Chairman any information in respect of all issues which have or may have substantial impacts on the operations of the College including but not limited to the image or reputation of the College and its member(s) and those associated with the College or any matters which, in the opinion of the College Council (CC), are considered important, material or exceptional;
16. To make available any information in respect of the CC meetings or discussions to the BoG or BoG Chairman in an adequate and timely manner, including but not limited to the agenda of the CC meetings, the council papers circulated to the members of the CC and the notice of convening the CC meetings;
17. To approve recommendations/proposals on any procedures, policies, plans in respect of all important matters of the College subject to the directions and strategies for the College as set and assigned by the BoG for the BoG’s consideration/approval;
18. To seek advice from the BoG in respect of the appointment of the certified public accountant (practicing) as defined in the Professional Accountants Ordinance as auditor and to appoint the same after taking into account such advice from the BoG and in accordance with the applicable laws and regulations; 
    and
19. To endorse, approve, give consent and/or act on the matters or proposals recommended by the President and/or the Academic Board in an efficient manner (or without unreasonable delay).
20. To perform other related duties as assigned by the BoG; and
    To set up sub-committees and task forces as appropriate.
21. To set up sub-committees and task forces as appropriate.

The Audit Committee assists the Board of Governors in overseeing the College’s financial reporting process, audit process, system of internal controls, and compliance with laws, regulations and policies.

Terms of Reference

1. To monitor the effectiveness of internal control systems (including financial, operational, IT, compliance and risk management) through the works of external auditors and the Internal Audit Unit (IAU);

   External Audit

2. To endorse the Internal Audit Charter and its subsequent changes for the BoG’s approval;
3. To approve the action plan and audit strategies for building and maintaining the internal audit function;

4. To review any significant financial reporting judgments and the audited financial statements, with a purpose of satisfying itself that the statements are complete, consistent with information known to committee members and reflect appropriate accounting principles, before the submission of audited financial statements to the BoG for approval;

   Internal Audit

5. To endorse the Internal Audit Charter and its subsequent changes for the BoG’s approval;
6. To approve the action plan and audit strategies for building and maintaining the internal audit function;
7. To monitor the performance of the IAU and to ensure that proper resources are allocated to facilitate the execution of its work;
8. To review and endorse the IAU’s Audit Plan, which has been incorporated with the comments from the College Council, for the BoG’s approval;
9. To monitor the effectiveness of the internal audit process in accordance with applicable standards and to discuss with the IAU the nature and scope of the audit;

10. To consider major findings of internal audit and management responses, and to ensure appropriate and timely actions are taken in response to findings;

    
    Internal Audit

11. To commission any investigation on any matters as the Audit Committee (AC) deems necessary, or referred to it by the BoG or the President;
12. To meet with auditors to discuss any matters that the AC or auditors believe should be discussed privately and to consider any questions on the resignation or dismissal of the Head of IAU;
13.  To set up sub-committee and task forces as appropriate; and
14. To prepare and submit regular reports to the BoG.

The Academic Board is set up to regulate and approve all academic affairs of the College (including admission, academic regulations, new programme development, programme teaching and learning, quality assurance, assessment standards, conduct of examinations and student graduation etc.). Under the Academic Board, committees (or task forces) would be established to provide effective development, implementation, review and improvement of the academic programmes and activities of the College.

Terms of Reference

1. To oversee all academic matters (including planning, approving and the implementation of all degree and sub-degree programmes) and as a part of the programme approval process, the resource aspect of all academic programme proposals;
2. To plan, develop, review, and advise the College Council (CC) on academic programmes of the College;
3. To consider and approve the framework of guidelines and principles to guide the development, accreditation, operation, evaluation and review of programmes and courses;
4. To formulate and review but not limited to policies and procedures for monitoring the academic standards, student admission and the overall quality assurance of the programmes;
5. To review the academic scholarships, bursaries and awards, and consider and approve proposals for any new scholarships/awards recommended by the Scholarships, Bursaries and Awards Committee;
6. To approve the appointments of External Examiners and academic staff;
7. To approve the list of candidates for graduation (including awards and honour recommended by the Examination Board);
8. To plan, promote and regulate the research activities of the College, and formulate relevant policies to support research activities;
9. To appoint and to receive reports from committees or task forces when deemed appropriate and to give guidance and directions to its committees and other academic units of the College;
10. To make recommendations to the CC on any major changes to the academic structure of the College;
11. To exercise any other responsibilities and functions of academic operation and management as assigned to it by the CC;
12. To report to the CC on its work including the Annual Plan and any other academic matters as necessary;
13. To exercise such other powers and duties which are necessary for and incidental to the effective and efficient management, control and development of the academic programmes and activities; and
14. To perform other related duties as assigned by the Board of Governors or the CC.

The Management Board advises the President on matters relating to the strategic development and management of the College and provides inputs to any academic initiatives from management perspectives (including human resources, finance and campus resources etc.). It serves as a major communication between senior academic and administrative staff. 

Terms of Reference

1. To conduct strategic and long-term planning for the development of the College;
2. To oversee and monitor the implementation of the approved Strategic Plan through the distribution of recurrent and non-recurrent resources to various Schools, offices and units;
3. To formulate and implement policies regarding academic, administrative, financial and physical planning;
4. To consider and comment on new initiatives recommended by the Academic Board, including new programme proposal, programme re-accreditation proposals or new projects and their resources implications;
5. To consider and endorse annual budgets submitted by the Budget Committee before submission to the Finance Committee and College Council for approval;
6. To  consider  matters  on  all  aspects  of  campus  facilities  relating  to  development, maintenance, renovation, and space allocation and utilization from a policy perspective;
7. To serve as a platform for the President to seek input from the senior staff for major management and strategic practices and issues; and
8. To coordinate within the College to execute decisions for implementation of the agreed College plans.