We were established as a University in 1966 by Royal Charter. Our governance structure is laid down in our Charter and Statutes, which can only be amended by the Privy Council. We are committed to exhibiting good practice in all aspects of corporate governance and comply with the Higher Education Code of Governance (the Code) adopted by the Committee of University Chairs (CUC) in December 2014 and revised in June 2018.
This statement of corporate governance is intended to help the reader understand our corporate governance and legal status, and to demonstrate the ways in which we apply the principles and good practice set out in the CUC Code. Read the guide to our corporate governance. Members of the public and external stakeholders can access this website, as well as members of our University community. We ensure the transparency of our corporate governance arrangements through a number of approaches, including the publication of the roles and responsibilities of our various committees, through the publication of records of the meetings of Council and through student representation on all key governance committees.
Corporate governance structures
Our governing body is Council. Subject to the statutory powers of Senate with respect to academic matters, Council has overall responsibility for the conduct of all our affairs. The membership and functions of Council are laid down in Sections 16 and 17 of our Statutes. Council membership includes lay members (who are neither staff nor students of the University) and staff and student members. Lay members form the majority. The role of Council is described more fully under the ‘Responsibilities of Council’ sub-heading below.
Council normally meets five times a year. Read Council's terms of reference. Its committees include a Finance Committee, Nominations Committee, Remuneration Committee and Audit and Risk Assurance Committee (ARAC). All these committees are formally constituted with terms of reference and specified membership. The membership of these committees includes lay members of Council, one of whom is the chair in each case.
The Audit and Risk Assurance Committee (ARAC) is responsible to Council for reviewing the adequacy and effectiveness of our system of internal control and risk management, governance and value for money arrangements. It also reviews the final version of the audited financial statements after they have been submitted to the Finance Committee, taking into consideration the auditors’ formal opinion. ARAC normally meets five times a year. Read the terms of reference of ARAC. Its work is considered in more detail under the ‘statement of internal control’ sub-heading below.
The Finance Committee is responsible to Council for financial strategy, budget setting, reviewing the annual accounts, monitoring investment activity and consideration of capital expenditure. The Finance Committee normally meets four times a year. Read the terms of reference of the Finance Committee.
The Nominations Committee is responsible for considering nominations for membership of Council and its committees, including the key roles of Chair of Council, Senior Independent Director and Treasurer, and members of Court appointed by Council. In making its decisions the Committee has regard to the diversity and skills of Council members, which it assesses on an annual basis. It normally meets at least twice a year. Read the terms of reference of the Nominations Committee.
The Remuneration Committee normally meets four times a year. Read the terms of reference of the Remuneration Committee. Its work is considered in more detail in the Annual Report of the Remuneration Committee.
Court is the formal body representing the interests of our internal and external constituencies. It does not take part in the day-to-day oversight of our affairs or in the decision-taking process apart from approving amendments to the Charter and appointments of Pro-Chancellors, but provides a forum where members of Court can raise any matters concerning the University. Statute 15.5 provides that Court may “make representations to the Council on any matter affecting the University”. Court meets at least once in every academic year.
At the onset of the Coronavirus pandemic in 2019/20, Council and its committees increased the frequency of their meetings in order to receive regular updates and receive assurance on the strategic and operational response across all areas of our activity. Meetings were held remotely, and minutes published on the website in the normal way. During this period a decision of Court was required on the appointment of three Pro-Chancellors. As Court Standing Orders make no provision for Court to take decisions by correspondence, the consent of its members was sought to vary its procedures, and Office for Students (OfS) was notified of both the variation and the subsequent appointment of the Pro-Chancellors.
In accordance with the CUC Code, Council undertakes regular reviews of the adequacy and effectiveness of our arrangements for corporate governance, risk management and oversight of statutory and regulatory responsibilities. An external Review of Council Effectiveness was undertaken during 2017/18 by the Halpin Partnership. The majority of recommendations made in this Review were implemented in 2018/19, with the remainder approved by Council at its meeting on 24 October 2019. The principal changes are as follows:
- the size of Council has been reduced from 26 to 21 members, with effect from 1 August 2019
- the maximum time limits of membership were redefined as three terms of three years for Council members – except in the case of Chair and Treasurer where the maximum is set at six – other than in exceptional circumstances
- the confirmed minutes of Council are now published on our website (with redactions made only in line with the published redactions policy)
- a Head of Strategic Governance took up post from 19 August 2019, acting independently of the executive management and reporting directly to the Chair of Council
- the role of Senior Independent Director was successfully introduced in 2019/20, with a new appointment made on 1 August 2020. The post-holder has responsibility for appraising the Chair of Council and making themselves available to members to address any concerns or issues cannot be dealt with through the usual channels of communication
- the Remuneration Committee now includes both a staff and a student Council member
- the Nominations Committee now includes a student member of Council
- search agents were employed in both 2018/19 and 2019/20 to assist with the recruitment of new lay members of Council. The exercise in 2019/20, which resulted in three appointments, placed a particular emphasis on diversity
As a result of these actions, the robustness and transparency of our corporate governance arrangements have been enhanced. Council continues actively to consider ways in which it can improve the discharge of its functions: this is an iterative and ongoing process, informed in 2019/20 by a self-assessment exercise and by individual appraisals of each member of Council, discussed in Council in July 2020.
Council discharges its functions with due regard to the ‘seven principles of public life’ defined by the Nolan Committee (selflessness, integrity, objectivity, accountability, openness, honesty and leadership). Members of Council sign an annual declaration of guiding principles stating that they will act in accordance with our guidance on corporate governance and with the ‘Nolan Principles’ in reference to the CUC Higher Education Code of Governance. Council also commits to upholding the public interest governance principles set out by the Office for Students, including the additional public interest governance principle, ‘Records’, namely: ‘Where degree awarding powers are solely contained in the provider’s governing documents, and no order either under section 76 of the Further and Higher Education Act 1992, or under Higher Education Role Analysis (HERA) exists, the provisions setting out those powers must be retained and may not be altered without the consent of the OfS.’
It is central to the proper conduct of business that members of Council and its Committees act, and are perceived to act, impartially and not be influenced in their role by personal, social or business relationships. A Register of Interests of Council members is maintained and updated annually. From 2019/20, each Council member’s entry in the Register has been published alongside their biography on our website. Any member of Council who believes that they may have a direct or indirect personal or financial interest in any matter under discussion at a meeting is expected to state that interest at the earliest opportunity and withdraw from the meeting when the relevant business is reached, unless invited to stay by the Chair. Members of Council are also required to declare if any of the contra-indicators published by the OfS in the context of ‘fit and proper’ person status apply to them.
Senate is responsible for regulating and directing our academic work. Its membership and functions are laid down in Sections 18 and 19 of the Statutes. Read the terms of reference of Senate. Senate meets five times a year and has a number of sub-committees, including the Research Committee and the Learning, Teaching and Quality Committee. It provides Council with an annual report each year providing assurance that there is a programme in place for continuous improvement of the student academic experience and student outcomes. Senate undertakes regular reviews to ensure that our academic governance is effective: a full review took place in 2019/20, the recommendations from which are currently under consideration.
Council and Senate have a number of joint sub-committees, including:
- Council/Senate/Students’ Union Committee
- Equality and Diversity Committee
- Honorary Degrees Committee
- Senior Academic Appointments Committee
The Vice-Chancellor and President is our chief executive officer, is a member of Council and Chair of Senate, and is responsible to Council for maintaining and promoting our efficiency and good order in accordance with Statute 5.4. In discharging this responsibility, the Vice-Chancellor and President is advised by the University Executive Board, which normally meets at least twice per month. Members are appointed by the Vice-Chancellor and President and include senior academic and professional service officers.
Council recognises that there are clear distinctions between governance and management. Governance involves oversight and assurance: Council members need to be satisfied that processes and procedures are in place which are sufficient, necessary and effective in running our business. Management has to, amongst other things, advise the governing body on policies and objectives, devise means of meeting the agreed objectives, and is held accountable for implementing the policies of the governing body.
Statement of responsibilities of Council
The matters specifically reserved for Council for decision are set out in the Statutes, and the requirements placed upon Council, as the governing body, by the regulator, the OfS, are outlined in the ‘Terms and conditions of funding for Higher Education Institutions (HEIs)' and the regulatory framework.
The primary responsibilities of Council are:
- approving the mission and strategic vision of the institution, long-term business plans, key performance indicators (KPIs) and annual budgets, and ensuring these meet the interests of stakeholders
- appointing the head of the institution as chief executive of the institution and putting in place suitable arrangements for monitoring their performance
- ensuring the establishment and monitoring of systems of control and accountability, including financial and operational controls and risk assessment, and clear procedures for handling internal grievances and for managing conflicts of interest
- monitoring institutional performance against plans and approved KPIs, which should be, where possible and appropriate, benchmarked against other institutions
Council receives regular reports from executive officers on the day-to-day operations of our business and that of our subsidiary companies.
We are an educational charitable and chartered corporation, exempt under the terms of the Charities Act 2011. Members of its Council are therefore managing trustees of the charity. The OfS acts as principal regulator in respect of our status as an exempt charity.
In accordance with our Charter of Incorporation, Council is responsible for the administration and management of the affairs of the Group and is required to present audited financial statements for each financial year. Council is responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Group and enable it to ensure that the financial statements are prepared in accordance with the University’s Charter of Incorporation, the FE/HE Statement of Recommended Practice (SORP), and other relevant accounting standards.
Under Condition E3 of the OfS’s regulatory framework, Council must ensure our “compliance with all of its conditions of registration and with the OfS Accounts Direction”. Council confirms that its accounts have been prepared in accordance with the OfS Accounts Direction and give a true and fair view of the state of affairs of the University and Group and of the surplus or deficit and cash flows for 2019/20.
Council is responsible for the maintenance and integrity of the corporate and financial information published on our website. Council notes that legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
In causing the financial statements to be prepared, Council has ensured that:
- suitable accounting policies are selected and applied consistently
- judgements and estimates are made that are reasonable and prudent
- applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements
- financial statements are prepared on the going concern basis unless it is inappropriate to presume that the Group will continue in operation.Council is satisfied that the Group has adequate resources to continue in operation for the foreseeable future; for this reason the going concern basis continues to be adopted in the preparation of the financial statements.
Council has taken reasonable steps to:
- ensure that public funds are used only for the purposes for which they have been given and in accordance with any specific terms and conditions from the Office for Students, Research England and other public funding bodies
- ensure that there are appropriate financial and management controls in place to safeguard public funds and funds from other sources
- safeguard the assets of the Group and prevent and detect fraud and other irregularities
- secure the economical, efficient and effective management of the Group’s resources and expenditure
In accordance with the terms and conditions of funding published by the OfS, Council is responsible for the use of public funds and has assured itself that we:
- a. Have robust and comprehensive system of risk management, control and corporate governance, including procedures for the prevention and detection of corruption, fraud, bribery and irregularities
- b. Have regular, reliable, timely and adequate information to monitor performance and track the use of public funds
- c. Plan and manage our activities to remain sustainable and financially viabled
- d. Inform the OfS of any material change in our circumstances, including any significant developments that could impact on the mutual interests of the University and the OfS
- e. Use public funds for proper purposes and seek to achieve value for money from public funds
- f. Comply with the mandatory requirements relating to audit and financial reporting, set out in the OfS Audit Code of Practice and in the OfS annual accounts directiong
- g. Submit to the OfS:
- i. The annual accountability return, including signed audited financial statements prepared in accordance with the OfS Accounts Direction
- ii. Other information that the OfS may reasonably request
- iii. Any data requested on the Office for Students’ or Research England’s behalf by the Higher Education Statistics Agency (HESA)
- i. The annual accountability return, including signed audited financial statements prepared in accordance with the OfS Accounts Direction
- h. Have adequate and effective arrangements for the management and quality assurance of data submitted to HESA, the Student Loans Company, the OfS and other funding or regulatory bodies
- i. Have an effective framework – overseen by our Senate – to manage the quality of learning and teaching and to maintain academic standards
- j. Consider and act on the OfS’ assessment of our risk specifically in relation to these funding purposes
To assist and enable it to discharge its responsibilities under the OfS terms and conditions, Council has designated the Vice-Chancellor as its Accountable Officer to report to the OfS on its behalf. The Accountable Officer is personally responsible to the governing body for ensuring compliance with the terms and conditions of funding and for providing the OfS with clear assurances to this effect.
Membership of Council
(between 1 August 2019 and 26 November 2020)
- Pamela Chesters CBE, Chair of Council
- Eve Alcock, Student Governor (President) (until 30 June 2020)
- Maria Bond, Appointed by Council
- Tim Ford, Senior Independent Director (from 1 August 2020)
- Ruth Foreman, Vice Chair of Council and Senior Independent Director (until 31 July 2020)
- Christine Gibbons, Appointed by Council (reappointed from 1 August 2020)
- Professor Barry Gilbertson, Appointed by Council (until 31 July 2020)
- Professor Dorothy Griffiths OBE, Appointed by Council
- Mesar Hameed, Elected by Professional Service Staff
- David Hardy, Appointed by Council (from 1 August 2020)
- Dr Marion Harney, Elected by Senate (from 1 August 2020)
- Malcolm Holley, Elected by Professional Service Staff (from 27 September 2019)
- Tim Hollingsworth, Appointed by Council (from 1 January 2020)
- Professor Tim Ibell, Elected by Senate (from 1 August 2020)
- Francesco Masala, Student Governor (President) (from 1 July 2020)
- Don McLaverty, Appointed by Council (from 1 August 2020)
- Sujata McNab, Appointed by Council (from 12 October 2020)
- Catherine Mealing-Jones, Appointed by Council
- Charlotte Moar, Appointed by Council
- Dr David Moon, Elected by Academic Assembly
- John Preston, Treasurer
- Kate Robinson, Elected by Senate (until 31 July 2020)
- Professor Danae Stanton Fraser, Elected by Senate (until 31 July 2020)
- Ruqia Osman, Student Governor (Education Officer) (until 30 June 2020)
- Professor Ian White, Vice-Chancellor
- Dr Jane White, Chair of Academic Assembly
- Annie Willingham, Student Governor (Education Officer) (from 1 July 2020)
Statement of Internal Control 1 August 2018 to 28 November 2019
As our governing body, Council has responsibility for maintaining a sound system of internal control that supports the achievement of policies, aims and objectives, while safeguarding the public funds and assets for which it is responsible. Council acts in accordance with the responsibilities assigned to it in our Charter and Statutes, and the regulatory framework and terms and conditions of funding published by the OfS.
We have established the following processes in relation to our risk management approach and for reviewing the effectiveness of our system of internal control:
- Council normally meets five times a year to consider our plans and strategic direction
- Council approves our Risk Management Strategy and Risk Register. Corporate risks are identified in terms of our ability to achieve our strategic objectives
- Council has established that the Executive Board is responsible for operational risk management at the institution
- risk management forms part of our planning process and covers all risks – governance, management, quality, compliance, reputational and financial
- faculties and key professional service departments have risk registers in place, which are updated annually as part of the planning processes, or as circumstances require, for example, in response to COVID-19
- we maintain a corporate risk register, which includes an evaluation of the likelihood and impact of risks becoming a reality. Council receives from ARAC a report reviewing the corporate risk register at each of its meetings, enabling it to make amendments in light of changes in the risk profile in particular areas. An overall report and updated register is considered annually
- Council reviews the effectiveness of the risk management process and internal controls via receipt of reports and minutes from ARAC throughout the year
- ARAC considers regular reports from the Head of Internal Audit on specific areas of the University together with recommendations for improvement. Audit planning arrangements and the methodology and approach of internal audit conform to the latest professional standards reflecting the adoption of risk management techniques
- ARAC approves the programme of internal audits and internal audits address value for money as appropriate. This informs the opinion on value for money in the annual report from Internal Audit
- ARAC considers other reports on matters of internal control, including the annual Procurement Report, the annual statement and any associated reports on Public Interest Disclosure, and the University policy and associated actions on fraud and irregularity
This system of internal control is designed to manage – rather than eliminate – the risk of failure to achieve policies, aims and objectives: it can therefore only provide reasonable, not absolute, assurance of effectiveness.
Council is responsible for: (i) agreeing our key risks; (ii) approving the framework for risk assessment and management; (iii) monitoring risk management activities; and (iv) the continuous process of calibrating our risk appetite.
It is also responsible for approving our Risk Management Strategy and the Risk Register and Management Plan. The Risk Management Strategy was last reviewed by Council in November 2018 and includes a statement about our risk appetite, a description of roles of responsibilities in relation to risk management and the governance of risk management.
The Risk Register and Management Plan for 2019/20 was approved by Council on 18 July 2019. The Risk Register considers risk in eight areas of activity associated with the delivery of our strategic objectives (research, teaching, student recruitment & access, student experience, physical infrastructure, IT infrastructure, people, and financial capacity). Performance, sustainability and compliance risks are considered under each of these areas of activity. The Risk Register and Management Plan also includes the super-ordinate reputational risk associated with a failure of its internal control and/or other practices.
At each of its meetings, ARAC receives a report from the University Executive Board on any developments, positive and negative, that might impact on the likelihood or impact of the risk becoming a reality. ARAC then reports to Council on these developments. In 2019/20 the University Executive Board continued to use the enhanced risk management reporting introduced in 2018/19, which includes a more systematic approach to reporting on the risk mitigation activities in the corporate risk register, a mapping of risks against strategic objectives, and the operational risk register. From March 2020, the University Executive Board also introduced a COVID-19 Risk Register to manage risks related to the Coronavirus pandemic and reported on the risks on this register via ARAC to Council.
Risk management is embedded within our decision-making processes and is therefore ongoing. Risks are identified through various self-assessment exercises or flagged by external agencies, including OfS and the Council of HE Internal Auditors. Strategic and operational risks are identified through our ongoing planning process, whilst most project risks are identified by individual project management teams. Our planning process provides a systematic approach to integrating strategic planning, financial planning, environment scanning, performance review, risk management and resource allocation. Faculties and key departments are asked to update risk management plans as part of their submissions to the planning process, which provides a bottom-up, operations-wide assessment of operational and project risk. Our Risk Register provides a top-down strategic assessment of risk and addresses the risks to the achievement of our strategic objectives identified during the planning process.
ARAC considers detailed audit reports together with management action plans for the improvement of our systems of internal control. It monitors management’s response and progress made against the implementation plans. ARAC also receives and considers reports from the OfS, as they affect our business, and monitors adherence with the regulatory requirements. It is responsible for meeting with our external auditors and internal auditor and reviews and discusses reports issued. Whilst senior executives do attend meetings of the ARAC as necessary, they are not members of the Committee, and the Committee meets with the external auditors on their own once a year for independent discussions.
The Chair of ARAC is available to discuss matters with the Head of Internal Audit or External Auditors.
Council’s review of the effectiveness of the system of internal control is informed by the Internal Audit unit. The internal auditors submit regular reports, which include the Head of Internal Audit’s independent opinion on the adequacy and effectiveness of the system of internal control, together with recommendations for improvement.
In December 2019, the University became aware that there had been a phishing attack on one University email account, meaning that some email communications may have been seen by an unknown external party. Immediate steps were taken to secure our systems and extensive checks on other accounts did not identify any other security issues. The matter was reported to the Information Commissioner’s Office (ICO) and, in January 2020, the Principal Cyber Investigation Officer for the ICO confirmed that the incident that had been reported would not result in any regulatory action.
Council is responsible for ensuring that we have a framework of policies, procedures and other internal control measures which are sufficient to assure itself that we are using public funding for the purposes for which it is received. We are in receipt of recurrent and capital grant funding from the OfS and Research England, as well as specific grant funding from OfS and United Kingdom Research and Innovations (UKRI). We also receive specific grant and contract funding from other central and regional government departments, agencies and the NHS.
ARAC has oversight of our assurance processes for ensuring the accuracy of the data returns underpinning the formula-based allocations, and there is a rolling programme of internal audits of the returns. A HESA Student Data audit report was considered by ARAC in October 2020. ARAC also considers reports from the Internal Auditor on specific publicly funded projects. For example, an Institute of Coding (IoC) audit report was completed for consideration by ARAC in October 2020. The IoC is a Higher Education Funding Council for England (HEFCE)/OfS-funded project for which we are the lead institution.
We engage in fundraising to support our charitable objectives. We reclaim Gift Aid from HMRC under our exempt charity status and we have a code of practice to which we adhere to for the solicitation and acceptance of gifts.
Council’s review of the effectiveness of the system of internal control is also informed by the work of our executive managers, who have responsibility for the development and maintenance of our internal control framework, and by comments made by the external auditors in their management letter and other reports.
The system of internal control is based on an ongoing process designed to identify the principal risks to the achievement of policies, aims and objectives; to evaluate the nature and extent of those risks; and to manage them efficiently, effectively and economically. This process has been in place for the year ended 31 July 2020 and, up to the date of approval of the financial statements, has operated effectively throughout the year and accords with guidance from the OfS.