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The Women in 
STEM 
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Professional connection across disciplines, regions and career stages

Advisory Board Terms of Reference

Purpose

These Terms of Reference explain the purpose, composition, responsibilities and working arrangements of the Advisory Board supporting Mums in Science Limited, trading as The Women in STEM Network.

The Advisory Board provides independent advice, professional expertise, constructive challenge and strategic guidance to support the development of The Women in STEM Network.

It is an advisory body. It is not the statutory board of Mums in Science Limited and does not hold legal or executive authority over the company.

Legal and Organisational Status

Mums in Science Limited owns and operates The Women in STEM Network and trades under that name.

Dr Shara Cohen is the Founder and sole Director of Mums in Science Limited. She retains ultimate legal, statutory, financial and governance responsibility for the company and The Women in STEM Network.

Appointment to the Advisory Board does not make an individual:

  • A director of Mums in Science Limited
  • An employee of the company
  • An officer of the company
  • A legal representative of the company
  • An agent authorised to bind the company
  • Personally responsible for the company’s governance or liabilities

Advisory Board members have no authority to make binding decisions on behalf of Mums in Science Limited unless the Director provides specific written authority for a defined matter.

Related Documents

These Terms of Reference should be read alongside:

Role of the Advisory Board

The Advisory Board exists to strengthen the organisation through independent advice, professional knowledge and diverse perspectives.

Its role is to:

  • Advise on the strategic development of The Women in STEM Network
  • Provide informed and constructive feedback
  • Identify emerging opportunities, challenges and risks
  • Contribute relevant professional and sector expertise
  • Support the development of programmes and services
  • Advise on membership, partnerships and community development
  • Help the organisation understand the needs of women across STEM disciplines and career stages
  • Support the organisation’s commitment to inclusion and professional connection
  • Provide constructive challenge to assumptions and proposals
  • Offer guidance on organisational impact and long-term sustainability
  • Strengthen the Network’s relationships and professional credibility
  • Act as a source of insight rather than operational management

The Advisory Board may make recommendations to the Director. These recommendations are not binding.

Relationship with the Director

The Advisory Board reports to and advises the Director.

The Director may:

  • Request advice from the Advisory Board
  • Refer proposals or strategic questions to the Advisory Board
  • Consider recommendations made by members
  • Accept, modify or decline a recommendation
  • Ask the Advisory Board to examine a particular issue
  • Invite members to contribute to an agreed project
  • Appoint or remove Advisory Board members
  • Amend these Terms of Reference
  • Suspend or dissolve the Advisory Board

The Director remains responsible for all final legal, financial, governance and strategic decisions.

The Advisory Board does not supervise, appoint or remove the Director.

Relationship with the Chief Executive Officer

The Chief Executive Officer manages the day-to-day operations of The Women in STEM Network under authority delegated by the Director.

The Chief Executive Officer may:

  • Attend Advisory Board meetings
  • Present operational reports and proposals
  • Ask the Advisory Board for advice
  • Provide updates on programmes, membership and organisational development
  • Coordinate actions arising from Advisory Board discussions
  • Support communication between the Advisory Board and the operational team

The Advisory Board may offer advice to the Chief Executive Officer but does not manage or direct the Chief Executive Officer.

The Chief Executive Officer remains accountable to the Director.

Relationship with Staff, Contractors and Volunteers

Advisory Board members do not have authority to direct staff, contractors, Regional Directors, Local Hub Leads, volunteers or ambassadors.

Any request involving operational work should normally be directed through the Director or Chief Executive Officer.

An Advisory Board member may work directly with a staff member, contractor or volunteer where:

  • The activity has been approved
  • Responsibilities are clearly defined
  • The appropriate operational lead is aware
  • The member acts within the agreed scope
  • The arrangement does not create an unauthorised commitment

Advisory Board members should not create additional work for staff or volunteers without prior agreement.

Membership

The Advisory Board should bring together individuals with a range of relevant skills, backgrounds, disciplines, regions and career experiences.

Membership may include people with experience in:

  • Science, technology, engineering, mathematics and medicine
  • Higher education and research
  • Industry and business
  • Healthcare
  • Professional development and mentoring
  • Equality, diversity and inclusion
  • Community development
  • Governance and leadership
  • Finance and fundraising
  • Communications and public engagement
  • Partnerships and sponsorship
  • Regional or international networks

Appointments are made by the Director.

The number of Advisory Board members may change according to the needs and development of the organisation.

Appointment

Prospective members may be identified by the Director, Chief Executive Officer, existing Advisory Board members or other trusted individuals.

Before appointment, a prospective member should receive information about:

  • The purpose of the Advisory Board
  • The advisory nature of the role
  • Expected responsibilities
  • Confidentiality
  • Conflicts of interest
  • Expected time commitment
  • Use of the organisation’s name and brand
  • The limits of the member’s authority

An appointment becomes effective when it has been confirmed by the Director.

Each appointment should be recorded in writing.

Term of Appointment

The duration of an appointment will be stated in the member’s appointment letter or Advisory Board Member Framework.

An appointment may be renewed by agreement between the member and the Director.

Appointment to the Advisory Board does not create a permanent position or an entitlement to continued membership.

Chairing the Advisory Board

The Director may chair Advisory Board meetings or appoint an Advisory Board Chair.

The Chair is responsible for:

  • Supporting effective and inclusive meetings
  • Agreeing meeting agendas with the Director
  • Ensuring members have an opportunity to contribute
  • Keeping discussions focused on the Advisory Board’s purpose
  • Summarising recommendations and areas of agreement
  • Ensuring conflicts of interest are addressed
  • Supporting communication between meetings

Serving as Chair does not give an Advisory Board member executive or legal authority over Mums in Science Limited.

The Director may change the Chairing arrangements at any time.

Responsibilities of Advisory Board Members

Advisory Board members are expected to:

  • Support the mission and values of The Women in STEM Network
  • Provide honest, balanced and independent advice
  • Prepare for and participate in meetings
  • Contribute relevant knowledge and experience
  • Respect the views and experiences of other members
  • Offer constructive challenge
  • Declare actual, potential or perceived conflicts of interest
  • Protect confidential and sensitive information
  • Act professionally when associated with the organisation
  • Avoid making unauthorised commitments
  • Distinguish personal opinions from the organisation’s official position
  • Inform the Director if their circumstances affect their ability to serve
  • Comply with relevant organisational policies
  • Act in a way that protects the organisation’s integrity and reputation

Limits of Authority

Unless specifically authorised in writing, Advisory Board members may not:

  • Sign a contract or agreement
  • Commit the organisation to expenditure
  • Approve a budget or payment
  • Open or operate a bank account
  • Employ, dismiss or manage staff
  • Appoint or remove volunteers
  • Direct the Chief Executive Officer
  • Enter into a partnership or sponsorship arrangement
  • Apply for funding in the organisation’s name
  • Make an official public statement
  • Speak to the media on behalf of the organisation
  • Use the organisation’s name or logo for a personal or commercial purpose
  • Access confidential information that is not necessary for their advisory role
  • Represent themselves as a director of Mums in Science Limited
  • Transfer authority to another person
  • Give legal, financial or regulatory assurances on behalf of the organisation

Any authority beyond the normal advisory role must be granted in accordance with the Delegation of Authority Policy.

Meetings

The Advisory Board will meet as required to provide useful and timely advice.

Meetings may take place:

  • In person
  • Online
  • By telephone
  • Through a combination of formats
  • Through written consultation where appropriate

Meeting frequency may vary according to organisational needs. The Director may call additional meetings when advice is required on a particular matter.

Members should receive reasonable notice of meetings wherever possible.

Agendas and Papers

The meeting agenda will normally be agreed by the Director and the Chair, where a separate Chair has been appointed.

Members may suggest matters for consideration.

Meeting papers should be distributed sufficiently in advance where practical. Members are expected to review relevant information before the meeting.

Sensitive information should be clearly identified and handled appropriately.

Attendance

Members should make reasonable efforts to attend meetings and notify the Chair or Director when they are unable to attend.

Where a member is repeatedly unable to participate, the Director may discuss whether continued membership remains appropriate.

The Director may invite guests, staff, contractors, professional advisers or other contributors to attend all or part of a meeting.

Guests do not become Advisory Board members by attending.

Recommendations and Decision-Making

The Advisory Board does not make corporate decisions on behalf of Mums in Science Limited.

Members should seek to develop recommendations through constructive discussion and general agreement.

Where different views remain, those views may be recorded and presented to the Director.

A formal vote is not normally required because the Advisory Board’s role is advisory. If a vote is used to understand the balance of opinion, the outcome remains a recommendation rather than a binding decision.

The Director will decide whether and how a recommendation is adopted.

Meeting Records

A written record should be kept of significant Advisory Board meetings.

The record should normally include:

  • The date and format of the meeting
  • The names of those attending
  • The matters discussed
  • Advice or recommendations provided
  • Different views where relevant
  • Conflicts of interest declared
  • Actions agreed
  • The person responsible for each action

Meeting records should not suggest that the Advisory Board made a binding corporate decision.

Records will be stored securely and shared only with appropriate individuals.

Conflicts of Interest

Advisory Board members must comply with the Conflicts of Interest Policy.

Members must declare any actual, potential or perceived conflict as soon as reasonably possible.

Depending on the circumstances, a member may be asked to:

  • Refrain from contributing to a discussion
  • Refrain from expressing a recommendation
  • Leave part of a meeting
  • Avoid receiving particular information
  • Withdraw from an activity
  • Take another reasonable step to protect impartiality

Having a conflict does not automatically prevent someone from serving on the Advisory Board. It must, however, be declared and managed appropriately.

Confidentiality

Advisory Board members may receive confidential, commercially sensitive or personal information.

Members must:

  • Use confidential information only for the agreed advisory purpose
  • Keep information secure
  • Avoid sharing information without permission
  • Return or delete information when requested
  • Avoid discussing confidential matters in public or insecure settings
  • Continue to protect confidential information after their appointment ends

Confidential information must not be used for personal, professional or commercial advantage.

Legal obligations requiring disclosure will take precedence where applicable.

Data Protection

Personal information must be handled in accordance with applicable data protection requirements and organisational policies.

Advisory Board members must not:

  • Retain personal information unnecessarily
  • Store information through unapproved systems
  • Share personal information without authority
  • Use member or participant information for another purpose
  • Contact individuals using confidential information without approval

Any suspected loss, misuse or unauthorised disclosure of information must be reported promptly.

External Communications

Advisory Board members may state that they serve on the Advisory Board once their appointment has been confirmed.

They must not imply that they:

  • Are directors of Mums in Science Limited
  • Speak for the organisation
  • Have authority to make organisational decisions
  • Represent the views of the Director
  • Can commit the organisation to an activity or agreement

Media enquiries and requests for official comment should be referred to the Director or an authorised spokesperson.

Members must obtain approval before using the organisation’s name, logo or other branding in a publication, event, promotional activity or commercial context.

Introductions, Partnerships and Fundraising

Advisory Board members may support the organisation by identifying opportunities and making introductions.

They may introduce potential:

  • Partners
  • Sponsors
  • Funders
  • Speakers
  • Contributors
  • Professional advisers
  • Supporters
  • Members

An introduction does not authorise the member to negotiate or agree terms.

Any partnership, sponsorship, funding or commercial arrangement must be approved through the organisation’s established authority and contracting processes.

Remuneration and Expenses

Advisory Board membership is normally voluntary and unpaid unless a separate written arrangement has been agreed.

Reasonable expenses may be reimbursed where:

  • The expense was approved in advance
  • It was necessary for an agreed activity
  • Appropriate evidence is provided
  • The claim complies with organisational procedures

Appointment to the Advisory Board does not create an employment relationship.

Intellectual Property

Materials provided by Mums in Science Limited remain the property of the company or the relevant rights holder.

Materials created specifically for the organisation by an Advisory Board member should be handled according to any written agreement relating to that work.

Members must not copy, publish, license, sell or commercially exploit organisational materials without permission.

Conduct and Inclusion

Advisory Board members are expected to contribute to a respectful, inclusive and professional environment.

Members must not engage in:

  • Bullying
  • Harassment
  • Discrimination
  • Victimisation
  • Intimidation
  • Abusive conduct
  • Misuse of authority
  • Behaviour likely to cause serious harm to the organisation or its community

Different professional opinions and constructive challenge are welcomed. They should be expressed respectfully.

Safeguarding

Advisory Board members must report any safeguarding concern that becomes known through their role.

Members must not attempt to investigate a safeguarding allegation independently unless they have been formally authorised and are professionally qualified to do so.

Immediate concerns should be referred to the Director or the designated safeguarding contact.

Resignation

An Advisory Board member may resign by notifying the Director in writing.

Where possible, reasonable notice should be given to support an orderly handover.

On leaving the Advisory Board, the member must:

  • Stop presenting themselves as a current member
  • Return or delete confidential information when requested
  • Stop using Advisory Board contact lists and systems
  • Return organisational property
  • Continue to comply with confidentiality obligations

Ending an Appointment

The Director may end or suspend an Advisory Board appointment where:

  • The appointment reaches the end of its agreed term
  • The organisation’s needs or structure change
  • The member is unable to participate
  • The member repeatedly fails to meet agreed expectations
  • A conflict of interest cannot be managed
  • Confidential information is misused
  • The organisation is misrepresented
  • There is a serious breach of policy
  • Conduct is inconsistent with the organisation’s mission or values
  • Continued appointment may expose the organisation or its community to harm

The Director may take immediate action where necessary to protect people, information, legal compliance or the organisation’s reputation.

Ending an Advisory Board appointment does not require a finding of legal wrongdoing.

Review of Effectiveness

The Director may periodically review:

  • The composition of the Advisory Board
  • Attendance and participation
  • The range of skills and perspectives represented
  • The usefulness of advice received
  • The relationship between the Advisory Board and the operational team
  • Whether these Terms of Reference remain appropriate

Members may be invited to provide feedback as part of the review.

Amendment of These Terms

These Terms of Reference may be amended by the Director to reflect organisational development, changes in structure or emerging governance needs.

Advisory Board members will be informed of material changes.

Approval

These Advisory Board Terms of Reference were approved by Mums in Science Limited, trading as The Women in STEM Network, in October 2026.

Approved by: Dr Shara Cohen
Position: Founder and sole Director

Last updated October 2026