February 2009/02
Good practice

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Guide for Members of Higher Education Governing Bodies in the UK
Governance Code of Practice and General Principles

This guide is aimed at governors of higher education institutions in the UK and other interested parties. It sets out a voluntary code of practice and general principles that, it is hoped, all institutions will either follow or be able to explain where their practices differ. It forms part of a more comprehensive guide for governors. The advice was prepared in November 2008.

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Introduction (read online)

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Introduction

Institutions of higher education in the UK are complex organisations, each characterised by a distinctive ethos. Each institution is autonomous and responsible for the management and direction of its own affairs. Yet almost all depend substantially on central government funding and face many similar challenges.

In particular, universities and colleges must respond to heightened expectations from their students, from Government, from business and from their own academic and professional staff. Learners are more demanding. Government seeks to underpin economic growth and social inclusion. Business and industry look for graduates with stronger and more relevant skills to compete in the world economy. And those who work in the higher education sector have greater expectations of their career opportunities and progression. At the start of the 21st century institutions of higher education have become highly ambitious communities. Governing bodies must therefore also be ambitious, as they seek to mould the circumstances which will convert those aspirations into successful outcomes within a robust and reliable framework of governance.

In 2004 we shared and encouraged the adoption of current good governance practice across the sector. We also proposed a voluntary code to which, we hoped, all institutions would be able to subscribe. Events have substantially justified our confidence. We now offer an updated guide, intended further to assist members of governing bodies of universities and colleges of higher education throughout the UK in the performance of their duties.

This summary version of the CUC guide is made up of Parts I and II of the full version of the CUC guide; the latter is a reference document, whilst this summary is intended for wider distribution. It contains the Governance Code of Practice adopted by the CUC in the light of the recommendations of the Lambert Report (see Bibliography in the full version) and the general principles of good governance expected in UK society. It considers the main responsibilities of members of governing bodies towards their own institutions, towards Government and Parliament, and towards the wider community. The guide has been prepared with the encouragement of HEFCE and the invaluable support of a wide range of sector bodies.

In many ways publication of the 2004 edition of the CUC Guide was a landmark event. The authors and compilers did their work well and the publication was quickly adopted as a 'gold standard' across the higher education sector in the UK. Some of the material in the full version, particularly relating to Scotland and Wales, as well as new Charities legislation, has changed substantially, but on the whole little alteration has been necessary in this edition of the guide. The Governance Code of Practice and General Principles of Governance that comprise this summary guide remain largely unchanged, and we continue to commend them to all governing bodies.

Sir Andrew Burns
Chair, Committee of University Chairs

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Contents

Part I Governance Code of Practice

• Role of the Governing Body
• Structure and Processes
• Effectiveness and Performance Reviews

Part II General Principles of Governance

• 1 Summary of Responsibilities of Members of Governing Bodies
• Proper Conduct of Public Business
• Strategic Planning
• Monitoring Effectiveness and Performance
• Finance
• Audit
• Estate Management
• Human Resource Management
• Equality and Diversity
• Students' Union
• Health and Safety

• 2 Conduct of Governing Body Business
• Proper Conduct of Public Business
• Procedural Matters
• Corporate Decision Making
• Role of the Chair
• Role of the Head of the Institution in Relation to the Governing Body
• Role of the Secretary or Clerk to the Governing Body
• Matters concerning Members of the Governing Body
  • Conflicts of Interest
  • Members as Representatives
  • Induction and Development
  • Expenses and Remuneration
• Strategic Planning
• Risk Management
• Delegation
  • Delegation to the Chair
  • Delegation to Committees and Retention of Key Functions
• Committees and the Proper Conduct of Public Business
  • Audit Committee
  • Remuneration Committee
  • Nominations Committee
• Rotation and Re-appointment of Members
• Representation of Staff and Students on Governing Bodies
• Principles of Openness and Transparency in the Operation of Governing Bodies
• Review of the Effectiveness of the Governing Body and Performance of the Institution

• 3 The Regulation of Resource Management
• Risk Management, Control and Governance
• Audit and the Audit Committee
• Requirements of the Funding Councils
• Procurement
• CUC Guidance