TRUSTEE MANUAL - Edinburgh International Film Festival

EDINBURGH INTERNATIONAL FILM FESTIVAL LIMITED

A Charity Registered in Scotland – SC053218

The Edinburgh International Film Festival is a company limited by guarantee without share capital (Company number SC776670) and registered as a charity in Scotland (Charity Number: SC053218).

It has existed since 23 July 2023 (previous trading name: Edinburgh Development Company Limited), and was granted status as a charity by the Scottish Charity Regulator (“OSCR”) March 2024.

The Articles of Association can be found on the EIFF website.

OUR EIFF – VISION, MISSION & VALUES

VISION

Film will be embraced as a powerful connector locally, nationally and internationally.

MISSION

To connect film, artists and industry with audiences.

VALUES

Integrity – We are honest, transparent and committed to strong ethical practices.
Innovation – We are forward-thinking, experimental and committed to making bold creative choices.
Collaboration – We are inclusive, multidisciplinary and committed to partnership working to amplify aims and benefits.

THE BOARD OF TRUSTEES

The Board of Trustees (the Board) is the Charity’s governing body, established in accordance with the Articles of Association. Members of the Board are the company directors and charity trustees. The Board is responsible for exercising the powers of the Charity as defined in the Articles of Association.

The Board currently has one Standing Committee ‘Finance Committee’ to oversee particular matters relating to risk management, financial statements, annual reports, and governance.

The Board has adopted a Statement of Primary Responsibilities that is consistent with the UK Charity Governance Code. The Code outlines seven principles, including the importance of leadership, integrity, decision-making, risk and control, board effectiveness, diversity, and openness and accountability.

The Board has a Scheme of Delegation in place to record where authority rests within the operation and management of the Charity.

Information relating to the Edinburgh International Film Festival Limited’s Board Structure & Standing Committees can be found on the EIFF website.

STRUCTURE OF THE BOARD

Up to 12 Trustees can be appointed as outlined in the Articles of Association.
A quorum is 2 trustees.
The total number of trustees can be a minimum of 2, but is limited to 12.
Trustees serve for a term of up to three years, and are eligible for re-election for up to two further terms, each of up to three years.
The First Trustees (recognised as Andrew Macdonald & Amy Jackson) shall be appointed for an ‘initial term’ lasting up to one year in accordance with the Articles of Association, with the first full three year appointment beginning on the first anniversary of the date of incorporation of the Company.

TRUSTEE GENERAL MEETINGS

Trustees are required to attend the majority of meetings, at least 80% annually (either in person or by video link).

The Board of Trustees will meet 4 times for General Meetings across the calendar year with a focused objectives cycle as outlined below:

01 April – Approval of the Annual Budget & Annual Strategic plan;
01 July – Annual review of all Polices & Procedures;
01 October – Annual strategy review/business/strategic plan development and operational risk review;
01 February – AGM and approval of Accounts.

Reporting

The Board pack is sent out one week in advance of Board Meetings and includes:

Agenda
Minutes of the Previous Meeting
CEO’s Report (including artistic activities)
Financial Reports – Annual Budget, Current Cash Position & Cashflow Forecast
Income/Fundraising/Investment Report
Review of the Strategic Plan

Committee minutes are routinely provided as appendices for information.

EIFF will utilise the online digital platform ONBOARD for sharing and hosting all Board Meetings.

OUR TRUSTEES

All current Trustees of the Board:

Andrew Macdonald (Chair)
Amy Jackson (Vice Chair)
Peter Rice
Teresa Moneo
Dr Ramana Ramzan
Chartered Accountant

Finance Committee:

Chartered Accountant (Chair)*
Amy Jackson*
External advisor

*denotes a Trustee on a Committee

OUR OVERALL PURPOSE

The Board of Trustees is responsible for the Overall Governance and Strategic Direction of EIFF, and developing EIFF’s aims/visions, missions/objectives, values and goals in accordance with the governance document, legal and regulatory guidelines.

The Board of Trustees has overall responsibility for the future success of the EIFF, and ensuring its long-term sustainability.

TRUSTEE – STATEMENT OF RESPONSIBILITIES

EIFF has identified five core areas of responsibility for our individual trustees and we ask that all Trustees committed to the Charity’s success adhere to the below:

1. Understanding Legal Duties: All charity trustees must understand their legal duties, including acting in the interests of the charity, operating in a manner consistent with the charity’s purpose, acting with care and diligence, and complying with the Charities and Trustee Investment (Scotland) Act 2005[3].

For all new Trustees to the board an introductory session will be held with the Charity’s legal firm, Turcan Connell to ensure the Trustee’s legal duties are known. This session will also allow Trustees to ask questions relating to the role and obtain clarity concerning their obligations.

While duties and responsibilities have been attributed to the Charity’s CEO – the Trustees are reminded that they are ultimately responsible in the eyes of the law for the Charity.

2. Governance Skills: Trustees should be able to contribute to the development of the governing body’s competence and effectiveness, through teamwork, a clear set of objectives and by staying up to date with changes to legislation.

EIFF intends to assist in the development and overall effectiveness of the Board of Trustees by addressing how the Charity will provide Trustees with the opportunity to: further develop their own skills or learning; open discussions around each Trustee’s own motivations for involvement in the Charity; the chance to apply existing skills and experience to a new situation; and the opportunity to influence the development and future success of an international film festival that has the opportunity to bring something unique and exciting to the international film festival landscape.

3. Annual Planning and Review: As outlined in the ‘objectives’ of our quarterly Board Meetings, the Board of Trustees will contribute to an annual cycle of planning and review, which will include reviewing their own performance and identifying areas of weakness or improvement.

4. Specific Skills: To ensure the Charity’s needs are being met a skills & diversity audit will be carried out quarterly to help identify gaps in the board’s expertise and allow the opportunity address risk.

5. Induction and Development: EIFF Trustees will receive a legal responsibilities induction from the Charity’s legal firm Turcan Connell which will also cover understanding the EIFF Articles of Association. A detailed induction session will also be scheduled with the Chair/Vice Chair to cover off understanding key documentation, policies and procedures – including but not limited to – the Annual Budget, Business Plan & Strategy and all EIFF Policies. Further development opportunities will be provided to all Trustees to learn or improve skills, such as chairing meetings or reading financial reports.

6. Teamwork: EIFF recognises Trustees need to work as a team, bringing together different knowledge and experience to be successful.

7. Succession Planning: EIFF recognises the importance of ensuring the Board of Trustees have the skills, knowledge, and experience necessary to fulfill their roles effectively, and prior to the appointment of future Trustees the Board will review the skills & diversity audit.

The Board of Trustees is authorized to obtain appropriate legal and other professional advice in order to fulfill its responsibilities.

TRUSTEE DUTIES

Ensuring EIFF complies with legislative and regulatory requirements, and acts in accordance with its governing document in the furtherance of its objectives;
Contributing to strategic planning and evaluation of the success of plans;
Acting in the best interests of EIFF, its beneficiaries and future beneficiaries at all times and adhering to the Trustee Code of Conduct;
Acting as an advocate, promoting and developing EIFF in order for it to develop and succeed;
Overseeing the sound financial management and control of EIFF ensuring expenditure is in line with the Charity’s objectives and that fundraising and investment activities meet accepted standards and are in line with EIFF policies;
Participating in appointment committees for senior staff;
Contributing to risk management plans;
Keeping absolute confidentiality about sensitive information shared;
Participating in meetings and decisions of the Board of Trustees;
Participating in sub-committees and working groups as required;
Avoiding conflicts of interest;
Establishing, reviewing and approving policies guiding EIFF.

JOB DESCRIPTION FOR THE CHAIR OF THE BOARD OF TRUSTEES

Board

To provide leadership to the Board and chair Board meetings;
To contribute actively to the Board’s role in strategic direction for the Charity, setting overall policy, defining goals, setting targets and evaluating performance against agreed targets;
To maintain an overview of the performance of the Board, appraising individual and collective performance;
To maintain an overview of the composition of the board in skills and diversity and to lead on refreshment and succession planning;
To set agendas for the board meetings in conjunction with the Director.

Advocacy

To be a credible and influential advocate for EIFF;
To manage relationships at the appropriate level (as agreed with the Director) with key stakeholders including Creative Scotland, Screen Scotland, the British Film Institute, the City of Edinburgh Council amongst others;
To represent EIFF at events and act as a spokesperson.

Director

To appoint the Director, in conjunction with board, and monitor performance;
To provide support to the Director and be a point of liaison;
To lead on appraisal of performance of the Director.

JOB DESCRIPTION FOR THE VICE-CHAIR OF THE BOARD OF TRUSTEES

To deputise for the Chair in his/her absence;
Acting as a supportive, and alternative point of view for the Chair. A sounding board for the Chair to voice questions, concerns, and possibilities.
Attending and contributing to sub-committees at the request of the Chair.
To review any internal correspondence with the Chair and take part in communication with the staff to allow the Board’s voice to be distributed more evenly.

COMMITTEES

There is one standing committee of the Board, the Finance Committee.

The Finance Committee overall remit is:

to take delegated responsibility on behalf of the Board for ensuring that there is a framework for accountability; for examining and reviewing all systems and methods of control both financial and otherwise, including risk analysis and risk management; and to ensure that EIFF is complying with all aspects of the law, OSCR guidance, relevant regulations and good practice.

There are full terms of reference for this committee.

Other committees operate on a task and finish basis within terms of reference agreed by the Board.

BOARD COMPOSITION AND RECRUITMENT

The Board annually reviews its skills and diversity and on the basis of needs and gaps recruits new Trustees/committee members.

The Board will ideally include the following skills:

Knowledge of Feature Film Production, Distribution, Sales & Exhibition
Finance
Business and business development
Fundraising
Marketing and communications
Education, training, skills development
Legal

Equality, Diversity, Inclusion and Belonging

EIFF believes that a greater diversity of views, skills, and lived experience will help generate better ideas, and will lead to better Board decision making. We encourage a diverse range of backgrounds on our Board, in particular, members with lived experience of socioeconomic disadvantage, or inequality relating to protected characteristics including: