Statement of Corporate Governance 2021/22

The Statement of Corporate Governance, including Internal Control and Risk Management, for the period 1 August 2021 to 24 November 2022.

Annual Accounts
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The University is committed to best practice in all aspects of corporate governance and has adopted the Committee of University Chairs’ Higher Education Code of Governance which each year the Council reviews to ensure the University remains fully compliant with it.

We endeavour to conduct our business in accordance with, and with due regard to, the seven 'Nolan' principles of public life.

Constitution and powers

The University is an educational charitable and chartered corporation, established by a Royal Charter granted in 1966. As an educational charity, with exempt status, the University’s principal regulator is the Office for Students. Our activities are conducted in accordance with, the provisions of the Education Acts; orders or directions made by the Secretary of State; other enactments or regulations from time to time in force; and its Charter, Statutes, Ordinances, and Regulations.

The Charter, Statutes and Ordinances set out the requirements, and define the responsibilities, of Council and Senate, alongside the responsibilities of the Vice-Chancellor and President.

Council

Council is responsible for determining the strategy and mission of the University, ensuring the efficient use of resources, and approving the annual estimates of income and expenditure. Read the full responsibilities of Council.

Council comprises independent, staff and student members appointed or elected in accordance with its Charter, Statutes and Ordinances. The majority of members are non-executive, including the Chair. The University’s Chief Executive, the Vice-Chancellor, is an ex officio member of Council. Appointments to Council are considered by the Nominations Committee which makes recommendations for Council’s approval. See the current membership for Council.

Council can establish committees for any purpose or function, other than those which are assigned elsewhere in its Charter, Statutes and Ordinances to the Vice-Chancellor and President or to Senate or designated as the sole responsibility of Council. The four main committees are the Audit, Risk and Assurance Committee; Finance Committee; Nominations Committee; and Remuneration Committee. All committees are formally constituted with written terms of reference, and comprised of a majority of lay members, one of which is designated the Chair. The decisions of the Committees are formally reported to Council.

In accordance with its Charter, Statutes and Ordinances, Council has appointed a Secretary to the University Council who provides independent advice on matters of governance to all members.

Senate

Senate is responsible for the quality of the student experience, the quality and standards of the University’s awards and for providing advice to the Vice-Chancellor and President on the strategic direction of the University’s academic activity. Senate provides Council with assurance that the University’s academic strategy, governance and practice are fit for purpose and approves new additions and revisions to academic policy. It has oversight of all academic provision through its regulatory, quality management and enhancement frameworks. Read the full responsibilities of Senate.

It is chaired by the Vice-Chancellor and President; its membership consists of Executive members and non-Executive members elected from the academic and student community. See the current membership for Senate.

Leadership and management

The Vice-Chancellor and President is our Chief Executive Officer and is accountable to Council for the organisation, direction and management of the University. The Vice-Chancellor is the Accountable Officer, as required under the Office for Students’ ongoing conditions of registration (E3), with the responsibilities set out under Regulatory Advice 10. The Vice-Chancellor and President is supported and advised by the University Executive Board (UEB).

This group is the senior leadership and executive decision-making group for the University; it oversees the University’s long-term academic and financial sustainability and the implementation of medium and short-term strategies. UEB also manages corporate risk, makes business decisions on the University development, and progresses the business of Council.

It is chaired by the Vice-Chancellor and President; its membership consists of the Deputy Vice-Chancellor, the Pro-Vice Chancellors, the Vice-Presidents, the Deans, the Chief Operating Officer, and directors of some professional services. See the full membership of the University Executive Board.

The University is organised into the following faculties and school, each led by a Dean:

The Faculty of Engineering & Design
The Faculty of Humanities & Social Sciences
The Faculty of Science
School of Management

Internal Control and Risk Management

Council is responsible 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. 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.

A description of the main features of the internal control and risk management systems for the University:

Council annually approves a Risk Management Strategy and Strategic Risk Register with corporate risks and mitigations identified in terms of our ability to achieve our strategic objectives
The Vice-Chancellor and President, supported by the UEB, is responsible for operational risk management
Faculties and key professional service departments have risk registers in place, which are updated annually as part of the annual planning process, or as circumstances require. These seek to cover all risks – governance, management, quality, compliance, reputational and financial
External auditors are appointed for the audit of the Annual Accounts, and any other audit certification work conducted in accordance with the requirements of the Office for Students (OfS) and other public funding bodies
A professional internal audit team are employed to undertake an annual programme of work intended to test the effectiveness of the internal control and risk management systems
Council receives assurances on the effectiveness of the internal control and risk management systems via receipt of reports and minutes from the Audit, Risk and Assurance Committee (ARAC) throughout the year
For ARAC to provide assurances to Council it:
- approves a programme of internal audits which also seeks and addresses value for money as appropriate. This informs the opinion on value for money in the annual report from Internal Audit
- considers regular reports from Internal Audit on specific areas of the University together with recommendations for improvement which are then tracked by the committee.
- considers an annual report on the external audit of the Annual Accounts and meets with external auditors to discuss any concerns identified
- 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 matters of fraud and irregularity
- receives a report reviewing the corporate risk register at each of its meetings, enabling it to make amendments considering changes in the risk profile in particular areas

Council have considered our processes and are of a view that they are adequate to meet our needs and are in accordance with the direction from the OfS for identifying, evaluating and managing risks during the year.