Contents
Introduction.
Purpose.
Governance and Accountability.
The SFPAP.
The Scottish Ministers.
SG Portfolio Accountable Officer.
Relationship between Scottish Government and the SFPAP.
Planning and Reporting.
Budget Management.
Governance and Risk.
Risk management.
Budget and finance.
Remuneration.
Legal and other advice.
Annex A.
Annex B.
Approved | Version | Next Review | Signed by |
25th March 2024 | Final | Jan 2026 | Matthew Cole – Chair, The Scottish Fuel Poverty Advisory Panel
Gillian Martin – Minister for Energy, The Scottish Government |
Introduction
- This framework document is agreed between the Scottish Fuel Poverty Advisory Panel and the Scottish Ministers. It summarises how the Scottish Fuel Poverty Advisory Panel (SFPAP) and Scottish Government (SG) will work together, and the key roles and responsibilities of:a. the Panel;b. Head of Secretariat of SFPAP;
c. Accountable Officer;
d. the Scottish Ministers; and
e. the Portfolio Accountable Officer within the SG whose remit includes SFPAP.
While this document does not confer any legal powers or responsibilities, it forms a key part of the accountability and governance framework and as a live document it should be reviewed by SG and SFPAP regularly and at least every 3 years. Any changes will be agreed between the SFPAP and the Scottish Ministers.
- Any question regarding the interpretation of the document will be determined by the SG after consultation with SFPAP. Legislative provisions take precedence over any part of the document.
- SFPAP is not permitted to establish any subsidiaries or enter into joint ventures without express approval from Scottish Ministers.
- Copies of the document will be published on the SFPAP website.
Purpose
- The SFPAP is an independent advisory Non-Departmental Public Body (NDPB) set up to support Scottish Ministers and others to reduce fuel poverty in Scotland. SFPAP will do this by providing an independent voice for Scottish Ministers on fuel poverty matters; fostering co-operation across the fuel poverty landscape, and monitoring Scottish Ministers’ progress towards meeting Scotland’s Fuel Poverty Targets and delivering their Fuel Poverty Strategy. SFPAP was established on September 19, 2019, as set out in section 14 of The Fuel Poverty (Targets, Definition and Strategy) (Scotland) Act 2019, The Fuel Poverty (Targets, Definition and Strategy) (Scotland) Act 2019 (Commencement No. 1) Regulations 2019 and The Fuel Poverty (Targets, Definition and Strategy) (Scotland) Act 2019 (Commencement No. 1) Regulations 2020. While the SFPAP formally came into existence on 19 September 2019 on commencement of that part of the Act, as a result of Covid delays, the Panel members were appointed in January 2022 and the SFPAP has been in operation since then.
- SFPAP’s statutory functions, under the Act are to:a. monitor the Scottish Ministers’ progress towards meeting the fuel poverty interim targets and the likelihood of meeting the 2040 fuel poverty target;b. consider the extent to which policies and programmes are addressing the four drivers of fuel poverty;
c. act as a consultee for Scottish Ministers consultations on:
I. the Fuel Poverty StrategyII. periodic reports on progress towards meeting the Fuel Poverty Targets and addressing the drivers of fuel poverty, along with the plan for the next reporting period
III. under section 35(3) of the Heat Networks (Scotland) Act 2021 for guidance on reviews, designation and variations of heat network zones by local authorities and for any regulations relating to determining heat network consent applications or modifying heat network consents.
d. report to Scottish Ministers on the Panel’s view of Ministers’ progress towards meeting the Fuel Poverty Targets and addressing the drivers of fuel poverty; and,e. provide advice to Committees of the Scottish Parliament on matters within the Panel’s remit.
7.The Fuel Poverty Strategy expands on SFPAP’s role further in supporting and advising Scottish Ministers, specifically, by:
a. advising on the development of an outcomes-focussed monitoring and evaluation framework for the Strategy, and then offering support and advice on the delivery of the Fuel Poverty Strategy;
b. supporting the ethos of an evidence-based approach to fuel poverty policy and delivery which puts those with lived experience of fuel poverty at its centre;
c. advising Scottish Ministers on fuel poverty policy as it evolves in the light of new evidence, technologies and opportunities; and,
d. championing and fostering a collaborative approach to addressing fuel poverty in the public, private and third sectors, and working with the Poverty and Inequality Commission to advise Scottish Government on the implementation of the Tackling Child Poverty Delivery Plan.
Governance and Accountability
- The SFPAP is established under the Fuel Poverty (Targets, Definition and Strategy) (Scotland) Act 2019. The constitution of the SFPAP is set out in Section 14 of the Act. The SFPAP does not carry out its functions on behalf of the Crown.
- The remainder of this section summarises the specific responsibilities and accountabilities of the key people involved in governance of SFPAP.
The SFPAP
- Members of the SFPAP, including the Chair or Chairing Member, are non-executives appointed by Scottish Ministers in line with the Code of Practice for Ministerial Public Appointments in Scotland. The Chair and Panel Members are accountable to the Scottish Ministers and also to the Scottish Parliament, and may be required to give evidence to Parliamentary Committees.
- The SFPAP has overall responsibility for the delivery of its functions, as set out at paragraphs 6 to 7 above, in accordance with the aims, policies and priorities of the Scottish Ministers. In fulfilling this responsibility, individual SFPAP Members, under the leadership of the Chair, will:a. set strategic priorities and develop work plans to deliver the functions of SFPAP, focusing on how the work of the SFPAP can most effectively contribute to the achievement of the outcomes in the National Performance Framework, the Programme for Government and Scotland’s National Strategy for Economic Transformation in collaboration with the SG and other public bodies;b. regularly scrutinise current and projected performance against the aims, objectives and targets set out in plans and take decisions on remedial action where required;c. ensure that effective governance is established and maintained, including ensuring that decision-taking is open and transparent and that key risks are identified and managed;d. promote the efficient, economic and effective use of resources consistent with the principles of Best Value, and regularly scrutinise financial performance and compliance with financial guidance issued by the SG;e. promote the wellbeing, learning and development of staff assigned to work for the SFPAP.
Chair
- The Chair will:a. Lead the SFPAP, ensuring that all SFPAP members have suitable induction to understand the role and their responsibilities, that the skills and experience of all SFPAP Members are used effectively and that the SFPAP undertakes regular self-assessment of its performance;b. ensure that the performance of each SFPAP member (as defined in paragraph 10) is reviewed at least once a year and that the SFPAP and/or individual SFPAP members undertake development activity when required to ensure the effectiveness of the SFPAP;c. ensure that the SFPAP reviews its effectiveness annually;d. ensure that a Code of Conduct (aligned to the Model Code of Conduct for Board Members) is in place, that corporate actions are taken to implement it as required and that Members understand their responsibilities, using the guidance provided by the Standards Commission;e. work with the Portfolio Accountable Officer or their delegate(s) and the Public Appointments Team in SG on succession planning for the SFPAP members, action necessary to fill vacancies as they arise, skills requirements and promoting diversity by encouraging applications from less represented groups, including younger people, people from minority ethnic backgrounds and people with disabilities.
- Specific guidance on how the Chair and SFPAP members should discharge their duties will be provided in their appointment letters, with further detail included in a separate management agreement, and helpful information can be found in On Board – A Guide for Members of Statutory Boards. Guidance on governance good practice is available in the Scottish Public Finance Manual and from the Sponsor Team, who may consult the SG Governance and Risk Team. A list of key aspects of governance to consider is included in the Governance and Risk section below. [Paragraphs 45-51 below]
Head of Secretariat
- All staff, including the Head of Secretariat, are civil servants on SG terms and conditions of appointment. They are required to comply with the Civil Service Code and SG HR policies, but their primary responsibility for all operational matters is to the Board and it will not be possible for the Portfolio AO, Senior Sponsor, members of the Sponsor Team or other SG officials to instruct the staff of SFPAP in the performance of their duties except by agreement with the Chair or the Board. Arrangements for the provision of SG staff, HR services and applicability of HR policies will be set out in a separate management agreement.
- The Head of Secretariat will be the principal adviser to the SFPAP on the discharge of its functions and is accountable to it. The Head of Secretariat role is to provide operational leadership to staff working for SFPAP and to ensure that its aims and objectives are met, its functions are delivered, and its targets are met through effective and properly controlled executive action.
- The specific duties of the Head of Secretariat are set out in their job description and annual objectives are agreed with the Chair and with input from the Head of the Social Policy Unit [Office of the Chief Social Policy Adviser] who is also the Accountable Officer. The Head of the Social Policy Unit also appraises the Head of Secretariat, with input from the Chair.
- In addition to any other specific duties, the Head of Secretariat will:a. advise the SFPAP on the discharge of its responsibilities – as set out in this Framework Document – in the founding legislation and in any other relevant instructions and guidance issued by or on behalf of the Scottish Ministers;
b. implement or oversee implementation of the decisions of the SFPAP;
c. manage the secretariat staff of the SFPAP (as defined in paragraph 15) in line with guidance, policies and procedures in place in the SG, and ensure their wellbeing and development;
d. manage the budget for the SFPAP in line with Finance guidance, policies and procedures, including the Scottish Public Finance Manual,;
e. agree with the SFPAP, and the Portfolio AO or Senior Sponsor, what information is required to enable the SFPAP and SG to scrutinise:
I. the performance of the SFPAP
II. its progress against overall strategic and aims and objectives, and
f. ensure that the agreed information is provided and that it is both accurate and timely;
g. manage the day-to-day relationship with the Senior Sponsor and/or Sponsor Team, with other SG officials who have an interest in the work of the SFPAP and other key stakeholders, including staff of other public bodies.
- In advising the SFPAP, the Head of Secretariat will ensure that the key governance issues highlighted in the Governance and Risk section below are addressed. [Paragraphs 45-51].
The Scottish Ministers
- The Scottish Ministers appoint the Chair and other SFPAP Members and hold them to account for the performance of the SFPAP and its use of resources. Ministers are ultimately accountable to the Scottish Parliament for ensuring that the SFPAP is discharging its duties effectively, although the Parliament will scrutinise the performance of the SFPAP directly as it does with all public sector bodies. The Scottish Ministers are not directly responsible for the operation of SFPAP and founding legislation prevents them from directing the Panel in relation to specific statutory functions.
- The Scottish Ministers will:a. agree the strategic aims and objectives of the SFPAP;
b. agree the budget for SFPAP, and secure the necessary Parliamentary approval where necessary; and,
c. approve the Code of Conduct of the SFPAP.
SG Portfolio Accountable Officer
- The Principal Accountable Officer for the Scottish Administration (the Permanent Secretary of the SG) has designated the Director General for Communities as the [Portfolio] Accountable Officer (AO) for the SG portfolio budget which will provide funding for the SFPAP.
- The Portfolio AO’s duties are to establish a framework for the relationship between SG and SFPAP, oversee the operation of that framework, ensure the public appointments to the body are made appropriately and ensure that appropriate assurance is provided on the performance and governance of the body. The Portfolio AO has delegated the sponsorship responsibilities including public appointments to the Deputy Director, Better Homes Division and the AO responsibilities to the Head of Social Policy Unit, the Office of the Chief Social Policy Adviser. The responsibilities of a Portfolio Accountable Officer are set out in detail in the Memorandum to Accountable Officers for Parts of the Scottish Administration.
Office of the Chief Social Policy Adviser
- The Office of the Chief Social Policy Adviser, a division within the Scottish Government, is responsible for the recruitment, retention and motivation of the Secretariat, and ensuring that:a. the level and structure of the Secretariat, including grading and staff numbers, are appropriate to its functions and the requirements of economy, efficiency and effectiveness (subject to the Scottish Government Pay Policy for Staff Pay Remits);
b. the performance of the Secretariat at all levels is satisfactorily appraised and the Panel’s performance measurement systems are reviewed from time to time. The Secretariat are encouraged to acquire the appropriate professional, management and other expertise necessary to achieve the Panel’s objectives proper consultation with the Secretariat takes place on key issues affecting them; and,
c. HR policies, practices and systems, including grievance, disciplinary and whistle-blowing procedures, are fully complied with for Secretariat staff.
- The Office of the Chief Social Policy Adviser also carries out a further two specific roles.
Chief Social Policy Adviser
- The Chief Social Policy Adviser is responsible for assessing the performance of the Panel’s Chair at least annually.
Accountable Officer
- As delegated, the Accountable Officer, the Head of Social Policy, Office of the Chief Social Policy Adviser will:a. ensure that financial and other management controls being applied by the SFPAP are appropriate and sufficient to safeguard public funds and conform to the requirements both of propriety and of good financial management.
b. ensure that the Secretariat complies with the requirements of budget monitoring and oversight undertaken by the Sponsor Team and Scottish Government Finance.
The Senior Sponsor and the Sponsor Team
- The Senior Sponsor is the Deputy Director of Better Homes Division, Directorate for Local Government and Housing. Better Homes Division is also responsible for negotiating and agreeing SFPAP’s budget which they fund.
- Better Homes Division lead on fuel poverty policy and the delivery of the Tackling Fuel Poverty Strategy for the Scottish Government. The Senior Sponsor will:a. make sure this framework document is agreed between the Scottish Ministers and the SFPAP, reviewed regularly and oversee the operation of the roles and responsibilities set out;
b. meet regularly with the Chair of SFPAP to understand their workplan priorities, discuss the SFPAP’s current thinking on Scottish Government’s direction towards the 2040 targets and for mutual assurance that governance is working effectively;
c. in line with Code of Practice for Ministerial Appointments, ensure that public appointments are made in good time and secure appropriate skills, experience and diversity amongst Panel members, working with the Chair on succession planning for SFPAP members; that there is effective induction for new appointees; and ensure that there is continuous assessment and annual appraisal of the performance of the Chair;
d. support regular and effective engagement between the SFPAP and the relevant Scottish Minister(s). It is the Senior Sponsor and Sponsor Team’s responsibility to organise and participate in Ministerial meetings;
e. make sure there is clear, documented delegation of responsibilities to the Sponsor Team and that the Panel and senior officials of the SFPAP are aware of these delegated responsibilities;
f. ensure that there is clear, documented delegation of responsibilities to the Accountable Officer and liaise, as necessary, with the Accountable Officer on these;
g. provide input to the Chair’s appraisal and the effectiveness of the SFPAP to the Chief Social Policy Adviser; and,
h. agree the annual budget with the Chair.
The Sponsor Team
- The Sponsor Team, located within Better Homes Division will:a. act as the first point of contact for the Panel in dealing with the Scottish Government;b. support the Senior Sponsor as required;
c. promptly address any significant problems arising in the Panel, in accordance with a separate management agreement, where applicable, discussing with the Accountable Officer and alerting the Portfolio Accountable Officer and the responsible Minister where appropriate;
d. Escalate any significant problems arising with staff to the Senior Sponsor and Office of the Chief Social Policy Adviser, discussing with the Head of the Secretariat where appropriate.
e. ensure that the Panel’s objectives and the risks to them are appropriately taken into account in the Scottish Government’s risk assessment and management systems.
f. meet regularly with the Secretariat to:
I. maintain tactical oversight of corporate functions, such as performance, budget-phasing, control and risk management;
II. understand the timing of key SFPAP reports such as advice to Ministers and annual reports; and,
III. keep them appraised of Scottish Government policy on advisory NDPBs.
- The Portfolio AO remains personally answerable to the Scottish Parliament for the effectiveness of the delegated AO and the sponsorship activity.
Relationship between Scottish Government and the SFPAP
- Strategic engagement between the SG and the SFPAP is essential in order that they work together as effectively as possible to maintain and improve public services and deliver improved outcomes. Specific governance and accountability roles are described in the section above, but more generally, both the SG and the SFPAP will take all necessary steps to ensure that their relationship is developed and supported in line with the jointly agreed principles set out in the statement on ‘Public Bodies: Strategic Engagement Guidance This emphasises the need for co-operation and good communication, and particularly early warning from either side about any emerging risk or issue with significant implications for the operation or governance of the SFPAP.
- The Accountable Officer/’s primary function is to carry out the responsibilities delegated to them by the Portfolio AO. In addition to ensuring that the arrangements in this framework document operate effectively and providing assurance to the Portfolio AO.
- The Sponsor Team’s primary function is to carry out the responsibilities delegated to it by the Senior Sponsor. The Sponsor Team will usually be the first point of contact for the body on any issue with the Scottish Government. As part of the assurance they provide to the Senior Sponsor, they must ensure that key actions and decisions agreed are documented and implemented. This includes ensuring that Scottish Government teams implement any agreed actions.
- The following schedule of engagement will be followed, the:a. Chair will meet with Scottish Minister(s) twice a year to listen to their views on strategic priorities for fuel poverty mitigation, safeguarding against future fuel poverty and to discuss how SFPAP can best support this;b. Chair will meet with the Senior Sponsor four times a year to discuss the SFPAP’s work plan, strategic priorities and for mutual assurance that governance is working effectively;
c. Chair will meet with the Chief Social Policy Adviser twice a year for an in-year and end of year performance appraisal;
d. Accountable Officer will meet with the Senior Sponsor at least once a year for assurance on the effectiveness of the overall governance arrangements, including the sponsorship relationship;
e. Secretariat will meet with the Sponsor Team every two months or more frequently, if needed, to ensure effective governance oversight of SFPAP’s corporate functions, to discuss any issues and to promote positive communication between the SFPAP and the Scottish Government on their shared fuel poverty agenda; and,
f. Secretariat will also engage regularly with the Accountable Officer.
Planning and Reporting
- The SFPAP will prepare a draft strategic plan every 3 years setting out its strategic aims, objectives and priorities over that period, for consideration by the Scottish Ministers. The final, agreed version of the strategic plan will be published on the SFPAP website.
- The SFPAP will agree an annual workplan to enable the SFPAP to deliver its overall strategic aims, objectives and priorities agreed with Ministers. The workplan will set out the key work streams and focus for the year, expected outputs and when these will be delivered. (As the SFPAP is independent of Ministers, the workplan itself is not subject to Ministerial agreement).
- The workplan, and any subsequent amendments, will be shared with the Sponsor Team to allow sufficient time for response to any actions or responses that arise from SFPAP’s work. Sufficient flexibility will be built into the workplan to account for any current events that require a response or requests from Scottish Ministers to be considered. SFPAP will consider whether their workplan can accommodate ad-hoc requests made by Scottish Ministers as these arise.
- The SFPAP will publish on its website an Annual Report on its work, including progress against its current strategic aims, objectives and targets, and its budget expenditure. The draft report will be submitted to the Scottish Government for comment and shared with Ministers prior to publication. Any factual inaccuracies, in relation to budget and other matters, will be addressed before publication. In order to promote transparency, the final version will be made available on the SFPAP’s website. The SFPAP will be responsible for the publication of the annual report.
Budget Management
- The Scottish Ministers are required to provide staff and resources to enable the SFPAP to carry out its functions.
- The overall budget responsibility is retained by the AO Head of Social Policy Unit, Office of the Chief Social Policy Adviser, who is accountable to the SG’s Portfolio AO for the SFPAP budget. However, the Senior Sponsor and Team, Better Homes Division, lead the annual engagement with SFPAP in the budget-setting process, since the budget allocation is drawn from Better Homes Division. The budget is held by the Tackling Child Poverty & Social Justice Directorate in order to enable the SFPAP to assume effective responsibility for their budget on a day-to-day basis and to provide separation from the Better Homes Division budget. However, SFPAP (the Head of Secretariat) remains responsible to the AO and the Sponsor Team, for the effective monitoring and reporting on the budget.
- The Head of the Secretariat will be responsible to the Panel for managing the budget provided, in line with SG Finance policies and guidance including the Scottish Public Finance Manual and requirements for monitoring and reporting. The AO, Senior Sponsor or Sponsor Team can provide advice as required.
- If the SFPAP identifies a need for increased resource from a future budget or spending review, a business case for additional funding should be submitted to the Sponsor Team for consideration as part of the budget setting process. If additional resources are needed in-year, or underspends become apparent, then the body should raise these as soon as possible with Senior Sponsor and the Sponsor Team. The AO should have oversight of this request.
Audit
- Internal Audit requirements for SFPAP will be considered within the Core Scottish Government Internal Audit Plan. This plan is prepared prioritising risk and any suggestions for Internal Audit support requested by the AO will be considered on that basis. These requirements are in accordance with the Public Sector Internal Audit Standards and the Internal Audit section of the SPFM.
- The Head of Secretariat will keep records of, and prepare and forward promptly to the SG, an annual report on any fraud or theft in SFPAP and notify the Portfolio AO, AO or Senior Sponsor at the earliest opportunity of any unusual or major incidents.
Governance and Risk
- Guidance on governance requirements is available in several documents referred to earlier in this framework document:a. the Scottish Public Finance Manual (SPFM)b. On Board – A Guide for Members of Statutory Boards
- If in any doubt about a governance issue, the Chair or Head of Secretariat should consult the AO, Senior Sponsor or Sponsor Team in the first instance, and sponsors may in turn consult the SG Public Bodies Unit, the SG Governance and Risk Branch and/or other teams with relevant expertise.
- The SFPAP and the Head of Secretariat are advised to pay particular attention to guidance on the following issues.
Risk management
- The SFPAP should develop a proportionate approach to risk management consistent with the Risk Management section of the Scottish Public Finance Manual and establish reporting and escalation arrangements with the AO and Senior Sponsor.
- The SFPAP should have a clear understanding of the key risks, threats and hazards it may face in the personnel and cyber domains, and take action to ensure appropriate organisational resilience, in line with the guidance in: Having and Promoting Business Resilience (part of the Preparing Scotland suite of guidance) and the Public Sector Cyber Resilience Framework Internal control. Although it is noted that a significant proportion of the Panel’s business and cyber resilience is covered by Scottish Government’s framework, processes and systems.
- The SFPAP should establish clear internal delegated authorities with the Head of Secretariat, who may in turn delegate responsibilities to other members of staff.
- Proportionate counter-fraud policies and practices should be adopted to safeguard against fraud, theft, bribery and corruption – see the Fraud section of the SPFM. As at paragraph 49, it is noted that a significant proportion of the Panel’s safeguards against fraud, theft, bribery and corruption is covered by Scottish Government’s framework, processes and systems.
- The SFPAP must comply with the requirements of the Freedom of Information (Scotland) Act 2002 and ensure that information is provided to members of the public in a spirit of openness and transparency. The SFPAP must also register with Information Commissioners Office and ensure that it complies with the Data Protection Act 2018 and the General Data Protection Regulations, commonly known as GDPR.
Budget and finance
- As the SFPAP has no legal personality and is unable to enter into contracts in its own name, any procurement activity must be undertaken through the SG in line with the requirements of the Procurement section of the SPFM, and the SFPAP must not engage in financial investments, borrowing, lease holding or lending.
- The SFPAP is not under normal circumstances permitted to: generate income; receive gifts, bequests or donations; provide grant funding to a third party; make gifts or special payments; or write off losses. Any exceptions must be agreed in advance with the Portfolio AO or Senior Sponsor and the SG Financial Management Directorate.
Remuneration
- Remuneration, allowances and any expenses paid to the Chair and other SFPAP Members must comply with the latest SG Pay Policy for Senior Appointments and any specific guidance on such matters issued by the Scottish Ministers.
- All individuals who would qualify as employees for tax purposes should be paid through the payroll system with tax deducted at source.
- As part of overall compliance with SG HR policies and procedures the Secretariat staff, who are civil servants, come under SG policies.
Legal and other advice
- If a need for advice is identified, the SFPAP should approach the sponsor unit in the first instance. The Scottish Government Legal Department (SGLD) will not provide legal advice direct to the Commission. In instances where the sponsor unit is not able to provide sufficient guidance, or the advice sought conflicts with the needs of Scottish Ministers, the SFPAP will be required to seek its own independent advice. SGLD may be able to assist in obtaining that advice through the legal services framework.
Annex A
SPECIFIC DELEGATED FINANCIAL AUTHORITIES
The limits outlined below represent the total which may be agreed by the named party in relation to a single expense or over the life of a contract award.
Head of Secretariat
The Head of the Secretariat has the authority to authorise any routine expenditure of the Panel, inclusive of remuneration claims, travel expenses, contractor invoices and publication costs, etc. to the limit of £5,000.
Beyond this level, clearance should be sought from the Chair or Panel as appropriate. In the absence of the Head of Secretariat, the Analytical Manager is able to authorise routine expenses.
Chair
The Chair has authority to authorise contracts and or expenses, inclusive of the above, up to the limit of £10,000. Panel approval, in line with agreed quorum, should be sought for expenses beyond £10,000 or where special circumstances exist.
Panel
Panel approval, in line with agreed quorum, should be sought for expenses beyond £10,000 or
where special circumstances exist.
The following action is required, dependent on level of expenditure:
£10,001 – £49,999 – Once Panel approval has been given, procurement or contract award can proceed as normal
£50,000 and over – Further to Panel approval, the Office of the Chief Social Policy Adviser must approve expenditure.
Annex B
PICTORIAL REPRESENTATION OF GOVERNANCE STRUCTURE