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Statement of Corporate Governance 2024-25

The Statement of Corporate Governance, including internal control and risk management, for the period 1 August 2024 to 20 November 2025.

Annual Accounts

We are committed to best practice in all aspects of corporate governance and have adopted the Committee of University Chairs’ Higher Education Code of Governance which each year the Council reviews to ensure we remain compliant with it, other than where we explicitly explain otherwise in the published Council minutes.

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

Constitution and powers

We are an educational charitable and chartered corporation, established by a Royal Charter granted in 1966. As an educational charity, with exempt status, our principal regulator is the Office for Students (OfS). 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

Statement of Council responsibilities

In accordance with the Royal Charter, the Council is responsible for the governance and oversight of the administration and management of the affairs of the University. The Council is responsible for preparing the Strategic Report and the financial statements in accordance with applicable law and regulations.

The Council is required to prepare and publish financial statements for each financial year. The Council is required to prepare the financial statements in accordance with the applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice)’. In addition, the Council is required to prepare the financial statements in accordance with the OfS Regulatory advice 9: Accounts direction (issued October 2019) (the ‘OfS Accounts direction’ ), the OfS Terms and conditions of funding for higher education institutions (issued July 2024), any requirements of UK Research and Innovation (including Research England) and the Department for Education and other financial reporting regulations relating to the constitution and activities of the University which are relevant to its financial affairs.

Under applicable law, the Council must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the University and the Group and of the surplus or deficit, gains and losses, changes in reserves and cash flows of the University and the Group for that year.

The Council is responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the University and enable it to ensure that the financial statements are prepared in accordance with the University’s Charter and Statutes, the Statement of Recommended Practice: Accounting for Further and Higher Education 2019 edition, Accounts Direction issued by the OfS, and other relevant accounting standards.

The Council is required to prepare and publish financial statements for each financial year which give a true and fair view of the state of affairs of the Group as at 31 July 2025 and of the Group’s income and expenditure, gains and losses, changes in reserves and of the Group’s cash flows for that year.

In preparing the financial statements, the Council is required to:

  • select suitable accounting policies and then apply them consistently
  • make judgements and accounting estimates that are reasonable and prudent
  • state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements
  • prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in operation

The Council is responsible for keeping adequate accounting records that are sufficient to show and explain the University’s transactions and disclose with reasonable accuracy at any time the financial position of the University. They are also responsible for safeguarding the assets of the University and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The members of the Council have taken reasonable steps to:

  • ensure that funds from whatever source administered by the University for specific purposes have been properly applied to those purposes and managed in accordance with the relevant legislation
  • ensure that funds provided by the OfS, UK Research and Innovation (including Research England) and the Department for Education have been applied in accordance with the OfS Terms and Conditions of funding for higher education institutions (issued July 2024) the funding agreement with UK Research and Innovation (including Research England) and the Department for Education, and any other terms and conditions attached to them
  • ensure that the University has a robust and comprehensive system of risk management, control and corporate governance, which includes the prevention and detection of corruption, fraud, bribery and irregularities
  • ensure that there is regular, reliable, timely and adequate information to monitor performance and track the use of public funds;
  • plan and manage the University’s activities to remain sustainable and financially viable
  • ensure that it informs the OfS of any material change in its circumstances, including any significant developments that could impact on the mutual interests of the University and the OfS
  • ensure that there are adequate and effective arrangements for the management and quality assurance of data submitted to HESA, the Student Loans Company, the OfS, Research England and other funding or regulatory bodies
  • ensure an effective framework – overseen by the University’s Council and Senate – to manage the quality of learning and teaching and to maintain academic standards
  • consider and act on the OfS’ assessment of the University’s risks specifically in relation to these funding purposes
  • ensure that there are appropriate financial and management controls in place to safeguard public funds and from other sources

The Council confirms that:

  • so far as each Member is aware, there is no relevant audit information of which the auditor is unaware
  • the Members have taken all steps that they ought to have taken to make themselves aware of any relevant audit information and to establish that the auditor is aware of that information

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.

Council membership for the year to 31 July 2025

This includes subsequent new members to 20 November 2025, when the Annual Accounts were approved.

Ex officio members

  • Professor Phil Taylor, Vice-Chancellor and President (term began 1 August 2024)
  • Dr Sabina Gheduzzi, Chair of Academic Assembly (term began 1 August 2024)

Appointed members

  • Pamela Chesters CBE, Chair of Council (term ended 31 October 2025)
  • Sharon Flood, Chair of Council (term began 1 November 2025)
  • Maria Bond
  • Tim Ford, Senior Independent Director (term ended 31 July 2025)
  • Alun Griffiths
  • Professor Dot Griffiths OBE
  • Tim Hollingsworth OBE (term ended 31 July 2025)
  • Don McLaverty
  • Jo Rhoden (term began 1 September 2024)
  • Professor Anthony Smith (term began 1 September 2024)
  • Calum Mercer, Treasurer

Staff members

  • Dr Teslim Bukoye (term ended 31 July 2025)
  • Kate Ehrig-Page (term ended 31 July 2025)
  • Dr David Moon (term ended 31 July 2025)
  • Esther Reeves (term began 1 August 2025)
  • Professor Paul Shepherd
  • Professor Marcus Munafò, Deputy Vice-Chancellor (term began 1 May 2025)

Student governors

  • Jimena Alamo, Students’ Union President (term ended 22 June 2025)
  • Benjamin Orford Thompson, Students’ Union President (term began 23 June 2025)
  • Amber Snary, Students’ Union Education Officer (term ended 22 June 2025)
  • Helen Slater, Students’ Union Education Officer (term began 23 June 2025)

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 and Risk Assurance Committee; Finance Committee; Nominations Committee; and Remuneration Committee. All committees are formally constituted with written terms of reference, and are 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 provide 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 our awards and for providing advice to the Vice-Chancellor and President on the strategic direction of our academic activity. Senate provides Council with assurance that our academic strategy, governance and practice are ft 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.

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.

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 OfS 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 us; it oversees our long-term academic and financial sustainability and the implementation of medium and short-term strategies. UEB also manages corporate risk, makes business decisions on our development, and progresses the business of Council.

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

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.

Below is a description of the main features of the internal control and risk management systems for the University:

  • Council approves the Institutional Risk Register and its mitigating actions which identifies the principal risks to the achievement of our strategic objectives
  • The Vice-Chancellor and President as Accounting Officer is responsible for maintaining and promoting the operational efficiency of the University’s risk management processes
  • University Executive Board support the Accounting Officer to carry out his risk management responsibilities through the regular update and review of the Institutional Risk Register through the year
  • 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 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 and Risk Assurance Committee (ARAC) throughout the year
  • For ARAC to provide assurances to Council it:
    • approves a programme of internal audits which also seeks to address 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, 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 Institutional Risk Register at each of its meetings, enabling it to recommend amendments considering changes in the risk profile in particular areas

Council has considered our processes and is 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.

Ensuring regularity and propriety in the use of public funding

Consideration of the financial position of the University is a standing item for the Finance Committee with it receiving an update from the Director of Finance at every meeting. A report from the Finance Committee also comes to every meeting of Council which includes a summary of the financial position of the University. Oversight of the use of public funding is also provided through the Senate which has responsibility for the University’s academic activities. Internal Audit may also conduct audits of the University’s processes for handling such monies with these reports being considered by ARAC. The Finance Committee also reviews the University’s Transparent Approach to Costing (TRAC) returns on an annual basis.

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