Like the Board of a public company, the University Board is required to have:
- a majority of 'external' or 'independent' members, akin to the non-executive directors of company boards. This is to ensure that the University’s governance structures are capable of providing appropriate challenge and scrutiny to the core academic mission of the institution. In particular, the independent members are expected to draw upon their knowledge and experience of other fields to assist the University in its work.
- representation that reflects the composition of the University’s different communities, including staff and students. Higher education institutions are required to have at least one academic staff member and one student (normally occupying a sabbatical post such as a President of the Students' Union) on their governing bodies. The University has three staff, one each from the academic and support staff groups and one staff member representing all.
All Board members are of equal standing and hold the same obligations in terms of attendance at meetings, contribution to discussions and decision-making. The only exceptions to this are as follows:
- a Board member may be asked to step out of a discussion where they have declared an interest in the subject;
- a Board member may be excluded from a discussion where the Board has to consider a matter related to that individual;
- staff and student members may be excluded from a discussion where an item relates to a sensitive matter about one or more students or staff.
Staff, student and co-opted members
Staff members on the Board, other than the Vice-Chancellor who serves in an ex officio capacity, are either elected by the relevant staff constituency or nominated by the Academic Board. Staff members are intended to contribute an important internal perspective to discussions at the Board.
Student members normally hold elected sabbatical positions within the Students' Union and bring a collective student perspective to the Board.
Staff and student Board members bring a valuable perspective and provide a 'voice' for staff and student interests. However, they do not 'represent' those constituencies. The principle being that Board members have a corporate responsibility which overrides any representational role they perceive they may hold. All governors are present to act in the best interests of the University in its widest sense, and to participate in consensus-based and collective decision-making.
Other co-opted members include a local authority representative, a member with experience of education and a member of senior management. Their terms of office are reviewed each year generally up to a maximum of six years.
Duties of Board members
All Board members need to be aware of the legal, regulatory and ethical standards of conduct and behaviour by which they should abide.
The Nolan Principles of Public Life provides an ethical framework for the personal behaviours of governors:
- Selflessness
- Integrity
- Objectivity
- Accountability
- Openness
- Honesty
- Leadership
Terms of office
All new governors are appointed for an initial three-year term of office. The exception to this is student governors who serve sabbatical terms of office with the Students’ Union of one year, but who may be re-elected for one further and final consecutive year term. In line with the Governance Regulations, governors may serve up to two further three-year terms of office up to a maximum period of nine years, noting that the appointment for a second and third three-year term is not automatic, and subject to review between the individual governor and the Chair, with the support of the Clerk to the Board.
Time commitments
Board and Committee meetings are included within the University’s calendar each year. Outside the formal calendared meetings, special meetings may be called to deal with University business, although these will typically require a reduced membership to be quorate. The time commitment associated with being a governor will include time outside the formal meetings to review and consider papers. There is an expectation that governors will attend all meetings of the Board of Governors and meetings of the Committees of the Board which they chair or are a member. Where physical attendance is not possible, alternative arrangements (such as Skype for Business) may be made. Should governors be unable to attend any meeting, apologies can be made in advance to the Governance office. The University considers it important to integrate governors into aspects of University life and governors may receive invitations to attend University events, including graduation ceremonies, inaugural lectures and other formal occasions.
Protection and liabilities
The law relating to the personal liabilities of members of governing bodies is complex and its interpretation resides with the courts. For the most part, provided that Board members do not knowingly breach their duties, they are unlikely to suffer personal liability.
The Board of Governors has ultimate oversight of statutory compliance, including in core areas such as health and safety, prevent, safeguarding and equality legislation. Board members have a responsibility to ensure that the University complies with relevant legislation, ultimately through the Vice-Chancellor and Chief Executive as ‘accountable officer’.
Termination of appointment
There are exceptional grounds on which the University may terminate the appointment of a governor:
- unspent convictions for offences such as deception or dishonesty;
- being an undischarged bankrupt;
- having been removed from trusteeship of any charity by the Charity Commission or High Court because of misconduct or
- mismanagement in the administration of a charity;
- disqualification from being a company director;
- failure to attend consecutive, or all, meetings of the Board of Governors;
- being unable or unfit to discharge the functions of a governor in the opinion of the Board.
Published: 1 April 2019