Governing Body / Board of Directors

Company: Tyrogen Limited (16884876)
Function: Governing Body / Board governance
Reports to: Not applicable; the Board is the Governing Body
Accountable to: Tyrogen Limited and its governance framework
Role type: Director / Board role
Engagement model: Director appointment, with independent or non-executive support where appointed
Remuneration basis: Director basis or per-meeting / periodic honorarium for any independent or non-executive support, as set out centrally in Role Profiles section 4.4
Review cycle: At least annual, and on any material governance or scope change

Role purpose

The Governing Body provides overall direction, control, and accountability for Tyrogen's regulated activities. The Board ensures that governance, standards, compliance, finance, risk, learner protection, and organisational readiness are properly overseen and that material decisions are taken through a clear, controlled, and auditable route.

Role scope

The Board is responsible for the strategic and governance oversight of Tyrogen's regulated awarding model. The role covers:

• overall governance leadership,
• approval of key frameworks, appointments, and oversight routes,
• review of material standards, compliance, operational, financial, and learner-protection matters,
• scrutiny of risks, incidents, and readiness dependencies,
• and confirmation that Tyrogen's operating model remains proportionate, credible, and governable.

Key responsibilities

The Governing Body will:

• set and maintain the overall governance direction for Tyrogen,
• approve and oversee the governance framework, terms of reference, and delegated authority structure,
• appoint, approve, or ratify key role-holders and independence-critical routes where required,
• retain oversight of standards, compliance, risk, finance, privacy, security, operations, and learner protection,
• review management information, performance, incidents, escalations, and corrective actions,
• ensure that material regulatory and operational risks are visible, discussed, and acted upon,
• scrutinise whether resourcing and specialist capacity remain proportionate to scope,
• ensure key-person dependency, independence gaps, and continuity risks are identified and managed,
• determine whether Tyrogen is ready to commence, pause, restrict, or expand regulated activity,
• ensure decisions with learner-protection implications are considered at the correct level,
• support the maintenance of accurate, defensible, and auditable governance records,
• and promote integrity, fairness, accountability, and public confidence in Tyrogen's governance model.

Decision-making and authority

The Board holds ultimate accountability for governance sufficiency and major strategic or control decisions. This includes authority to:

• approve governance policies, frameworks, and major structural changes,
• approve key appointments and the establishment of committees or independent routes,
• require escalation of material incidents, risks, and compliance concerns,
• request further assurance, review, or remedial action where controls are inadequate,
• ensure delegations are authorised, proportionate, and supported by visible upward reporting and oversight,
• and determine whether go-live or continued reliance on a regulated route is appropriate.

The Board must exercise its authority within Tyrogen's constitutional, governance, and delegation framework and must not treat Board oversight as a substitute for formal independent adjudication or independent technical review where those are required.

Regulatory and control context

The Governing Body sits within Tyrogen's regulated control framework as the route through which continuing oversight and direct accountability are maintained for regulated activities and compliance. In particular, the role supports:

• clear governance and role accountability expectations under Ofqual Criteria A.4 and A.6,
• the expectation in Ofqual Handbook guidance that the Board remains directly accountable even where responsibilities are delegated,
• oversight of workforce sufficiency, independence-critical appointments, and readiness dependencies relevant to A5.2 and Tyrogen's regulated operating model,
• governance escalation of suitability, incident, continuity, learner-protection, and change matters through the appropriate governance route,
• and the wider integrity, conflicts, and conduct environment operated through Tyrogen's governance and policy framework.

Where independence-critical routes are required, the Board's role is to ensure that valid and sufficiently independent decision-makers exist and are governable, not to collapse those routes into Board-level convenience or unsupported self-substitution.

Working relationships

The Governing Body works closely with:

• the Responsible Officer,
• the Compliance Lead,
• the Operations Lead,
• the Security / Technology Lead,
• the Finance Lead,
• the DPO / Data Protection Lead,
• the Head of Assessment & Standards,
• independent reviewers,
• panel members,
• and any committees or specialist advisers supporting the governance model.

Person specification

Board members are expected to demonstrate:

Essential

• sound judgement and the ability to exercise effective governance oversight,
• ability to challenge constructively and review evidence objectively,
• understanding of strategic, operational, financial, regulatory, and learner-protection risk,
• confidence reviewing governance papers, performance information, incidents, and escalations,
• integrity, discretion, and commitment to fair and defensible decision-making,
• ability to operate within formal governance, conflicts, and record-keeping requirements,
• and sufficient availability to discharge Board duties properly.

Desirable

• experience of governance, audit, regulation, awarding, assessment, education, risk, or compliance environments,
• experience serving on Boards, committees, or formal oversight bodies,
• and experience contributing independent challenge in a scaling or controlled-services environment.

Independence and conflicts requirements

• All actual, potential, and perceived conflicts of interest must be declared.
• Directors must follow recusal, escalation, and record-keeping requirements.
• Board members must not sit in place of an independent appeal, malpractice, or technical-review function where independence is required.
• Prior involvement in a matter must be considered before participation in related discussion or approval.
• Any remuneration or commercial arrangement that could distort independent judgement must be declared and managed.

Measures of success / KPIs

The effectiveness of the Governing Body may be evidenced through:

• Board meetings held with appropriate cadence and attendance,
• timely approval and review of key governance documents and appointments,
• clear evidence of challenge, oversight, and decision rationale in minutes and decision records,
• material incidents, risks, and corrective actions being escalated and monitored appropriately,
• visible oversight of standards, compliance, finance, and learner-protection matters,
• governance actions completed within agreed timescales,
• identified conflicts and independence issues being managed appropriately,
• and readiness or control decisions being documented clearly and proportionately.

Outputs and records

The role is expected to contribute to or oversee:

• Board agendas and papers,
• Board minutes and resolutions,
• key appointment and approval records,
• decision logs,
• governance review actions,
• risk and escalation records,
• and readiness or assurance records where relevant.

Appointment, induction, and review

Appointment to the Board should be supported by:

• valid appointment records,
• role clarity and access to current governance documents,
• conflicts declarations,
• induction to Tyrogen's governance, regulatory, and control framework,
• and periodic review of Board composition, capability, and independence sufficiency.

Linked documents

• Role Profiles
• Ofqual Criteria
• Ofqual Handbook
• Board Terms of Reference
• Delegation of Authority
• Organisation Structure
• Resourcing Plan for Regulated Awarding
• Governance Change and Incident Management
• Conflicts of Interest Policy
• Code of Conduct and Ethics