98/12

Guide

Guide for Members of Governing Bodies of Universities and Colleges in England, Wales and Northern Ireland

The information in this document has been updated.

View latest information (November 2004)

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Guide for members of governing bodies (1998 edition)
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CONTENTS

INTRODUCTION

Institutions of higher education are characterised by a distinctive ethos. Despite diverse backgrounds and traditions, they are united in the common purpose of the provision of teaching and the pursuit of knowledge and research. They are also committed to the principle of academic freedom, that is the freedom to question received wisdom and put forward new and possibly controversial ideas. Additionally, they are autonomous organisations, responsible for the management and direction of their own affairs. Members of governing bodies need to recognise, and be committed to, the distinctive principles and ethos of higher education in order to contribute effectively to the work of the institution with which they are associated.

This Guide is intended to assist members of governing bodies of universities and colleges of higher education in England, Wales and Northern Ireland in the performance of their duties. The Guide is divided into two Parts. Part I is directly concerned with the role of the governing body. It outlines the legal status of institutions and their structures of governance, and considers the responsibilities of members of governing bodies towards their own institutions, to Government and Parliament and to the wider community.

Part II of the Guide consists mainly of a series of appendices which provide background information about the higher education system. This information is included in order to help members of the governing body understand their role in a wider context.

The internal organisation, procedures and regulations of individual institutions vary enormously and the Guide presents only a broad overview. Members of governing bodies should refer to the secretary or registrar or clerk to the governing body of their institution for more detailed information and guidance about the internal arrangements of their particular institution, or about issues raised in the present Guide.

The Guide has been prepared by the Committee of University Chairmen in association with the Higher Education Funding Council for England, the Higher Education Funding Council for Wales and the Department of Education for Northern Ireland, and in co-operation with the Committee of Vice-Chancellors and Principals, the Association of Heads of University Administration and the Standing Conference of Principals. The Committee of University Chairmen is grateful to Linda Tiller, who undertook the drafting of the Guide.

This is the second edition of the Guide. It has been updated to take account of factors such as the publication of the reports of the Committee on Standards in Public Life, the recommendations of the National Committee of Inquiry into Higher Education and other developments in corporate governance which have occurred since the Guide was first issued in 1995.

Kenneth Dixon
Chairman of the Committee of University Chairmen

1 SUMMARY OF RESPONSIBILITIES OF MEMBERS OF GOVERNING BODIES

1.1 Institutions of higher education are legally independent corporate institutions which have a common purpose of providing teaching and undertaking research. The council or board of governors is the executive governing body of the institution and carries responsibility for ensuring the effective management of the institution and for planning its future development. It has ultimate responsibility for all the affairs of the institution.

1.2 The constitution and powers of the governing body are laid down in, and limited by, the charter and statutes of the institution in the case of the pre-1992 universities, or in the Education Reform Act 1988 (as amended by the Further and Higher Education Act 1992) together with the instruments and articles of government in the case of the post-1992 universities and colleges. In the case of companies limited by guarantee, the memorandum and articles of association incorporate the provisions of the instruments and articles of government. Governing bodies should ensure that their institutions do not extend their activities beyond those permitted by these documents.

1.3 The main responsibilities of the governing body are as follows:

Proper Conduct of Public Business

1.4 Governing bodies are entrusted with funds, both public and private, and therefore have a particular duty to observe the highest standards of corporate governance. This includes ensuring and demonstrating integrity and objectivity in the transaction of their business, and wherever possible following a policy of openness and transparency in the dissemination of their decisions.

(Further information: Section 4)

Strategic Planning

1.5 The governing body has a duty to enable the institution to achieve and develop its primary objectives of teaching and research. This responsibility includes considering and approving the institution's strategic plan which sets the academic aims and objectives of the institution and identifies the financial, physical and staffing strategies necessary to achieve these objectives.

1.6 The governing bodies of some institutions have established planning and resources committees to assist in these matters.

Monitoring Performance

1.7 The governing body should regularly monitor the performance of the institution against its planned strategies and operational targets.

(Further information: Section 4)

Finance

1.8 The governing body's financial responsibilities include:

• ensuring the solvency of the institution and safeguarding its assets
• approving the financial strategy
• approving annual operating plans and budgets which should reflect the institution's strategic plan
• ensuring that funds provided by the Funding Council are used in accordance with the terms and conditions specified in the Funding Council's Financial Memorandum
• ensuring the existence and integrity of financial control systems and monitoring this through the Audit Committee
• receiving and approving annual accounts (financial statements).

(Further information: Section 5)

Audit

1.9 The governing body is responsible for directing and overseeing the institution's arrangements for internal and external audit.

(Further information: Section 5)

Estate Management

1.10 The governing body is responsible for oversight of the strategic management of the institution's land and buildings. As part of this responsibility it should consider, approve and keep under review an estate strategy which identifies the property and space requirements needed to fulfil the objectives of the institution's strategic plan, and also provides for a planned programme of maintenance.

Charitable Status

1.11 All higher education institutions have charitable status under the Charities Act 1993. In the case of the institutions which are exempt or excepted charities under the above Act, members of the governing body are not, in a legal sense, trustees. However, in all cases, members of governing bodies must ensure that the property and income of the institution are applied only in support of purposes which are charitable in law.

(Further information: Section 2)

Staffing

1.12 The governing body has responsibility for the institution's employment policy. This includes ensuring that pay and conditions of employment are properly determined and implemented. The governing body is also responsible for appointing and setting the terms and conditions of the head of the institution and such other senior posts as it may from time to time determine.

(Further information: Sections 4 and 6)

Students' Union

1.13 In England and Wales, the Education Act 1994 requires the governing body to take such steps as are reasonably practicable to ensure that the Students' Union operates in a fair and democratic manner and is accountable for its finances. The Act does not apply in Northern Ireland, but governing bodies are nevertheless required to apply most of its terms in relation to Students' Unions.

(Further information: Section 7)

Health and Safety

1.14 Under the Health and Safety at Work Act 1974 or, in Northern Ireland, the 1978 Health and Safety at Work Order, the governing body carries ultimate responsibility for the health and safety of employees, students and other individuals whilst on the institution's premises and in other places where they may be affected by its operations. The governing body's duties include ensuring that the institution has a written statement of policy on health and safety and arrangements for the implementation of that policy.

(Further information: Annex E)