Regulations of the Board of Governors

Preface: Culture of the Board

The Board of Governors and the Vice Chancellor’s Executive value a strong culture of governance which provides the support and challenge to enable the University to thrive and develop. This is based on shared values and a sense of joint endeavour which requires trust, openness, professionalism and cooperation together with a commitment to governance in terms of time and a range of experience and skills. The key aspects of this are:

Anchoring values – Board members and the executive should be committed to genuine meritocratic principles which underpin the innovative, inclusive and impactful community of UWL. The University offers all students, regardless of age or ethnicity three transformative and fundamental rights: the right to enhancement, the right to inclusion and the right to participation. This is underpinned by the values of diversity, transparency, redistributive justice, accountability, professionalism and affordability which are embedded in the fabric of UWL.

Joint endeavour – Board members should understand and support the centrality of the student experience to the success of the University. By understanding this in relation to local, national and international contexts, they can help the development of strategy that will further the University and bring expertise and experience to issues and projects that require scrutiny and challenge in an appropriate manner.

Openness, respect and trust – The Board aims to engender a sense of respect and trust between it and the executive as well as between members. This is developed through open communication and candour delivered with respect. 

Proximal accountability – Governors should feel empowered to make a positive contribution to the different stages in the University’s cycle of business, particularly around the student journey. This is through both the main Board meetings and its committees where there is a flow of information and which enable communication between board members and the executive.

Professional relationships – The relationships between the Board, executives and other key members of the University, including the Students’ Union should be based upon professionalism which allows clear and open communication and enable Board members to provide advice or guidance conducted through the committees or other official channels.

Professional commitment – Board members should be committed to the institution and expect to feel part of the UWL ‘family’ and put in the time and effort to engage with the business of the Board but also with the executive, the senior management and the Students’ Union. This includes getting acquainted with and developing a working knowledge of how the University operates and how academic schools and professional services come together so that it is more than the sum of its parts.  

Introduction

The University of West London is a Higher Education Corporation established through the 1992 Education Act. It is also an exempt charity, regulated through the Office for Students (OfS). 

The Board of Governors is accountable to the OfS for its adherence to the conditions of registration and the Public Interest Principles set out in the Regulatory Framework for Higher Education introduced in February 2018.

In undertaking its duties, the Board of Governors also seeks to ensure that it aligns with the requirements CUC Code of Governance published in December 2020. 

The University has also adopted the CUC Higher Education Senior Staff Remuneration Code which sets out principles in relation to senior staff remuneration. 

These Regulations sets out the role and function of the Board of Governors including the requirements for the appointment and conduct of governors and officers of the University and the operation of the Board and its Committees. 

The provisions of the Instrument and Articles of Government of the University are the primary authority for guidance on the conduct of the business of the Board of Governors together with the detailed provisions of the Regulations. It is the authoritative source on these matters and replaces all previous decisions of the Board of Governors in these respects. 

It is the responsibility of the University Secretary who is the Clerk to the Board of Governors to interpret these documents and to advise the Board of Governors including the Chair of the Board of Governors and Committee Chairs. If you have any queries please email University.Secretary@uwl.ac.uk.

The Board of Governors will review the Regulations as required and at intervals of three years to ensure that they are up-to-date and reflect current good practice.

These Regulations have been adopted by Ruskin College. All the provisions apply except where it is stated otherwise in the Ruskin College Articles. Any interpretation of the Regulations and how they apply are the responsibility of the University Secretary.

Glossary

• Articles - the University’s Articles of Government dated March 2020
• Board of Governors - the Board of Governors of the University
• Chair - the Chair of the Board of Governors
• Committee - a Committee of the Board of Governors
• Committee Chair - the Chair of a Committee
• CUC Code - the Higher Education Code of Governance of the Committee of University Chairs (2018 edition)
• Deputy Chair - the Deputy Chair of the Board of Governors
• Independent Governor - an independent member of the Board of Governors as defined by the Instrument of Government
• Instrument - the University’s Instrument of Government dated March 2020
• Member - a member of the Board of Governors
• University - the University of West London
• University Secretary - the University Secretary & Clerk to the Board of Governors
• Vice Chancellor - the Vice Chancellor of the University

Section 1: Regulations on the role of the Board of Governors

1. Overall role of the Board of Governors

1.1 The Board of Governors is the overarching decision making body of the University and is responsible for overseeing the activities of the University and determining its strategic direction. Its role and responsibilities are set out in the Articles of Government which were updated in March 2020. 

1.2 In accordance with Article 4.1, the Board of Governors is responsible for the following:

• 1.2.1 the determination of the educational character and mission of the University and for oversight of all of its activities;
• 1.2.2 the financial sustainability and viability of the University including approving the annual budget and financial forecast and the annual statement of income and expenditure;
• 1.2.3 upholding the Regulator's public interest governance principles and complying with its conditions of registration and any other requirements of the Regulator and its other regulators; and
• 1.2.4 the appointment, appraisal, suspension, dismissal and for determining the remuneration of and terms and conditions of service of the Vice Chancellor of the Secretary and other members of senior staff¹ as set out in the Regulations.

1.3 As well as the responsibilities outlined in the Articles of Government, the Board has other responsibilities that come from the CUC Code of Governance which the University has adopted. These include responsibility for the environmental and social sustainability of the organisation. It is also required to have oversight of quality and standards and has statutory responsibilities in relation to equality, diversity and inclusion, safeguarding and Prevent. 

¹ For this purpose, senior staff are defined as the Vice Chancellor’s Executive

2. Statement of primary responsibilities

2.1 In accordance with the CUC Code of Governance, the Board has approved a Statement of Primary responsibilities which is attached at Appendix A which sets out its role in more detail.

3. Accountability to the OfS including the implementation of the Public Interest Principles

3.1 The Board, although autonomous, is accountable to the OfS through the Regulatory Framework for Higher Education for England. The OfS Regulatory Framework sets out the conditions the University needs to meet to be eligible for ongoing registration in order to draw down public funding (including monies from fees loaned by the Student Loans Company) and also maintain a UKVI Student sponsor license.

3.2 The University must abide by the Public Interest Principles outlined in the framework which are attached at Appendix B. Appendix B also outlines how the requirements of the Public Interest Principles have been built into the operation of the Board of Governors.

4. Accountability to other funders and stakeholders

4.1 The University has apprenticeship students and is responsible to the Education and Skills Funding Agency for the money it receives in respect of these students. There are also responsibilities to Ofsted which inspects some of this provision and to Ofqual. 

5. Good practice in governance

5.1 The University follows any guidance as outlined by the Office for Students in its procedures for governance. It has adopted the principles of the CUC Code of Governance (2020). The University has also adopted the CUC Senior Staff Remuneration Code (2018).

6. Delegation of Board responsibilities and the scheme of delegation

6.1 In accordance with Article 5, the Board may delegate its responsibilities to Committees, the Chair and the Vice Chancellor or other named persons.

6.2 In accordance with Article 5.2, it may not delegate the following:

• Appointing the Vice Chancellor, any Deputy Vice Chancellors or the Secretary;
• Approval of the University's mission and strategic plan;
• Amending or revoking of the Articles or the Instrument of Government;
• Making, amending or revoking of any of the Regulations; and
• Approval of the University's financial forecasts, annual budget and the annual statement of income and expenditure and ensuring the solvency of the University and safeguarding its assets.

6.3 A Scheme of Delegation sets out how the Board of Governors delegates its powers in accordance with the provisions of Article 5. View the Scheme of Delegation.

7. Delegation to the Vice Chancellor

7.1 Reporting to the Chair of Governors, the Vice Chancellor is responsible for leading and managing the University in accordance with the overall strategy and the current strategic plan, supported by the Vice Chancellor's Executive. The Vice Chancellor also carries direct responsibilities as 'Accountable Officer' for the purposes of the OfS.

7.2 Subject to Article 5.2, the Board of Governors has delegated the following duties to the Vice Chancellor:

• Making proposals to the Governors about the educational character and mission of the Institution and for implementing the decisions of the Governors
• The organisation, direction and management of the institution and leadership of the staff
• The appointment, assignment, grading, appraisal, suspension, dismissal and determination of the pay and conditions of service of staff (except for the holders of senior posts) within the framework set by Governors
• After consultation with the Academic Board and subject to the responsibilities of the Governors, determination of the institution’s academic and other activities
• Preparing annual estimates of income and expenditure for approval by the Governors and management of budget and resources within these estimates
• The policies and procedures to ensure the quality and standards of University awards, student outcomes and the student experience
• The policies, procedures and regulations for admission, student registration and awards including student complaints and discipline.

7.3 The Board may delegate further powers to the Vice Chancellor and through him to members of his Executive.

8. Delegation to committees of the Board

8.1 Article 5.1 provides that the Board of Governors may establish committees for any purpose or function. Other than those assigned to the Vice Chancellor or to the Academic Board, the Board may delegate powers to such committees. Further detail about the role of Committees can be found at Section 6 below.

Section 2: Membership and appointment of the Board of Governors

9. Categories of membership

9.1 The membership of the Board of Governors is specified in paragraph 4 of the Instrument of Government and provides for there to be different categories of members, as follows:

• the Vice-Chancellor (unless they choose not to be a member);
• the Independent Members;
• the President of the Students’ Union (unless they choose not to be a member); and
• the Internal Members.

9.2 All members are full members of the Board, including staff and student representatives. 

10. Size of the Board

10.1 Paragraph 4.2 of the Instrument requires the Board of Governors to make a determination with respect to the number of members in each category, provided that the Independent Members must form the majority.  In accordance with this power, the Board of Governors has determined that there should be 21 members as follows:

• 14 independent members of whom one will be the Chair
• One independent member with experience in the provision of higher education
• The President and a further elected member of the Students’ Union
• The Vice Chancellor
• A representative of the Academic Board who shall be a member of academic staff
• A member of the professoriate
• A member of staff of the University.

11. Terms of office

11.1 The term of office for independent and staff governors is three years which has been determined in accordance with Paragraph 5.1 of the Instrument of Government. Governors can serve a maximum of three terms.

11.2 The term of the President of the Students’ Union and the other student governor is concurrent with their term as an elected representative of the Students’ Union.

12. Appointment of members of the Board of Governors

12.1 Recommendations for the appointment of members of the governing body shall be made by the Governance and Nominations Committee.

12.2 In considering candidates for independent membership, the Governance and Nominations Committee shall normally advertise the vacancies and may conduct a search. The Committee shall have regard to the balance of skills and experience of the members of the Governing Body and to the diversity of the membership of the Governing Body. 

12.3 Where there is a requirement for a specific skill set or expertise on the Board, the Governance and Nominations Committee may approach individuals directly if required to fill these vacancies. 

12.4 In considering candidates for the independent member with experience of higher education, the Governance and Nominations Committee may advertise the vacancy and conduct a search or approach individuals directly. The Committee will have particular regard for the view of the Vice Chancellor in relation to the candidates.

12.5 The recommendations of Governance and Nominations Committee shall be considered by the Board of Governors. If a vote is necessary, a decision will be made by simple majority of members present.

13. Appointment of internal members

13.1 The appointment of internal members shall normally be by election. In respect of the Academic Board member, the Professoriate member and the member of staff elected by the staff, the role of the Governance and Nominations Committee shall be to assure itself that the election was properly conducted, the nominee is eligible and is fit and proper. The Committee has no role in assessing the suitability of the candidates.

14. Appointment of the representatives of the Students’ Union

14.1 The President of the Students’ Union will be ex-officio and as determined by the election to this role. If the President is not willing or otherwise not able to serve, the Board may appoint an alternative elected representative of the Students’ Union. 

14.2 A further representative will be nominated by the Students’ Union from the elected officials of the Students’ Union. In making the recommendation, the Board of Governors asks that, where possible, the representative should have the potential to serve for two years.

15. Appointment of co-opted members of Board Committees

15.1 The Board of Governors may appoint co-opted members to Committees who will be full members of committees although not members of the Board.

Section 3: Regulations concerning the role and conduct of governors

16. Person specification for governors

16.1 Members of the Board are expected to make a significant and effective contribution to the governance of the University. With this in mind, Independent Members are required to have the attributes and experience as set out below:

Essential

• Significant experience in senior relevant role (normally at least 10 years’ experience)
• Experience of working strategically in a complex organisation
• Previous Board experience and/or senior committee experience
• Ability to uphold the highest standard of openness, probity and accountability
• A clear understanding of governance requirements
• Committed to the values and strategic aims of the University of West London and the centrality of the student experience
• Committed to equality, diversity and inclusion
• Prepared to commit the time required to be able to engage fully with the Board and the University
• Ability to develop professional relationships with other Board members and also members of the Vice Chancellor’s Executive

Desirable

• Experience and/or knowledge of higher education
• Experience and/or knowledge of the current statutory framework of higher education
• Experience and/or knowledge of working as a trustee in the charitable sector

16.2 The Board maintains a schedule of members’ skills and experience and will take this into consideration when making appointments to ensure that there is an appropriate mix of experience available to the Board. 

16.3 When appointing co-opted members to committees, different requirements may apply in accordance with the requirements of the Committees from time to time. 

17. Attendance and time commitment

17.1  Members of the Board are normally expected to prepare for and attend up to six Board meetings a year (including two Away days) and to be a member of at least one Committee.  Any change to this commitment must be agreed by the Chair.

18. Declaration and register of interests

18.1 Members of the Board of Governors must act, and be perceived to act, impartially, and not be influenced by social or business relationships. A member who has a pecuniary, family or other personal interest in any matter under discussion must disclose the interest. In the light of this, members are invited to declare any interests in the discussion at the beginning of each meeting. 

18.2 The University Secretary also maintains a register of the financial and other declared interests of all members of the Board of Governors.  Co-opted members of Committees and members of the University Executive are also required to complete a declaration of interests.  The Register of Interests is also published on the University Website.

19. Standards of public life

19.1 The University is committed to the highest standards of openness, integrity and accountability. The Board of Governors has a duty to ensure that it fulfils the highest standards of corporate governance at all times and that it is discharging its duties with due regard for the proper conduct of public business. 

19.2 Individual members of the Board of Governors and co-opted members of Committees should at all times conduct themselves in accordance with the accepted principles of behaviour in public life (the Nolan principles), which embrace the following:

• Selflessness
• Integrity
• Objectivity
• Accountability
• Openness
• Honesty
• Leadership

20. Fit and proper

20.1 As a requirement of the OfS Regulatory Framework, the Board is required to assure itself that its members are fit and proper. The OfS definition of Fit and Proper is outlined at Appendix C. The Board has determined that co-opted members of committees should also be considered in relation to this requirement. 

20.2 Prior to any appointment, including those of internal members and co-opted members of committees, a Companies House search, a Charity Commission search and an online search of social media sites will be undertaken. Two references will also be taken up. Where there are issues that lead the Governance and Nominations to consider that candidates do not meet the fit and proper definitions, the appointment will not be taken forward.

20.3 In addition to checks at appointment, governors and co-opted members of committees will be required to certify annually that they are still considered fit and proper to act as governors and this will be included as part of the annual declaration of interests.

20.4 The circumstances for any governor who is no longer able to declare that they meet the OfS definition of fit and proper will be considered by the Governance and Nominations Committee. Where appropriate, they will be removed from the Board or Committee in accordance with Regulation 27 below.

21. Requirements as charity trustees

21.1 Members of the Board of Governors are charity trustees and must ensure that they act in all times in accordance with the requirements of charity law (see the Charity Commission website) and that they act in the best interests of the University and its charitable beneficiaries.  

21.2 Members of the Board of Governors and co-opted members of Committees should abide by the requirements of the legal duties of Charity Trustees which are to:

• Ensure the University is carrying out its purposes for the public benefit
• Comply with the University’s governing document and the law
• Act in the University’s best interests
• Manage the University’s resources responsibly.

22. Code of conduct

22.1 Taking into account the requirements for Board members’ behaviour, the Board have agreed a code of conduct for governors and co-opted members of committees. Governors must:

• a) act with reasonable skill, care and diligence in their conduct of business pertaining to the University
• b) promote and protect the good reputation of the University
• c) be aware of potential conflicts of interest and act at all times in the interests of the University
• d) observe the provisions of the Instrument and Articles and in particular the responsibilities of the Board of Governors
• e) observe the provisions of the Regulations made by the Governors in order to ensure that the Board of Governors conducts itself in an orderly, fair, open and transparent manner
• f) question intelligently, debate constructively, challenge rigorously, decide dispassionately and be sensitive to the views of others both inside and outside governing body meetings
• g) respect the right of others to express their personal views
• h) recognise the collective nature of decisions taken by the Board of Governors and the shared corporate responsibility for those decisions
• i) keep confidential any matter which has been designated as confidential in accordance with Regulation 43 below.
• j) have regard to the difference between governance and management and in particular the responsibilities given to the Vice Chancellor by the Articles
• k) uphold the values of the University
• l) understand and respect the principles of academic freedom and freedom of speech
• m) not make statements to the press or media or at any public meeting relating to the proceedings of the Board of Governors without first having obtained the approval of the Chair
• n) treat all governors, University staff and students with courtesy and respect and behave in a manner compatible with the University’s Equality, Diversity and Inclusion Policy
• o) refer to the University Secretary for advice relating to any aspect of the University’s governance.

22.2 An appraisal of members' performance in respect of the above code will be undertaken by the Chair one year following appointment and prior to any re-appointment.  An appraisal of the Chair will also be undertaken on the same basis.

23. Decision making

23.1 When making decisions, governors must, in accordance with the principles of Charity Law:

• act within their powers
• act in good faith, and only in the University’s interests
• make sure they are sufficiently informed, taking any advice they need
• take account of all relevant factors
• ignore any irrelevant factors
• manage conflicts of interest
• make decisions that are within the range of decisions that a reasonable trustee body could make in the circumstances.

Making decisions in the best interests of the University

23.2 Decisions must not be taken for any improper purpose or personal motive but must always be for the benefit of the University, its staff, students and other stakeholders, and must be taken with a view to safeguarding public funds.  

23.3 Governors must also ensure that the Board's decision-making processes are free of any undue pressures from external interest groups, including donors, alumni, corporate sponsors and political interest groups.  To this end, governors must ensure that they declare any interests and do not make any decisions on these matters.  They must also ensure that they make decisions based on the interests of the University as whole.

23.4 Staff and student governors must ensure that they take decisions in the interests of the University.  Although they may be elected, they must not make decisions as representatives of any constituency.  

23.5 No member may be bound, when speaking or voting, by mandates given by other bodies or persons. 

Collective decision making

23.6 Collective decision-making is at the heart of how the Board of Governors conducts its business.  Frankness, openness, mutual trust and mutual confidence between members are key to ensuring this.  Although the Chair has particular responsibility to give direction to the Board of Governors, each member, including staff and student members, has an equally important role to play in the governance of the University. 

23.7 Once a decision has been made, members of the Board must abide by this principle of collective decision making, even if their views are not consistent with the outcome.  Members should avoid putting their specific interests or views before that of the institution.

23.8 A decision of the Board of Governors, even when it is not unanimous, is a decision taken by the Board of Governors collectively and all members have a duty to stand by it, whether or not they agreed with it or was present at the meeting at which it was taken. 

24. Authority to take decisions

24.1 The Board should only take decisions or make any agreements for which the authority has been approved.  Individual members of the Board should not enter into any agreements on behalf of the board unless they have such authority.  

25. Allowance

25.1 Paragraph 6 of the Instrument provides that the Board shall determine the allowances to be paid to members. 

25.2 Members of the Board of Governors, including co-opted members of Committees, shall be entitled to claim reimbursement for out-of-pocket expenses as detailed in the University’s Financial Regulations on the reimbursement of travel and other expenses.  

25.3 Where it would otherwise be a barrier to membership, the University will consider reimbursing direct childcare costs or costs for care for dependents for independent members. 

25.4 Except as detailed below, no other payment or other remuneration shall be made to any member of the Board of Governors or any co-opted member of a Committee for any kind of service to the University.

Vice Chancellor, staff and student members

25.5 The Vice Chancellor and any staff member shall be entitled to be paid in accordance with their contract of employment with the University.  

25.6 The President and further representative of the Students’ Union may be paid by the Students’ Union in accordance with their contract of employment with the Students’ Union.

26. Indemnity insurance for governors

26.1 The requirement to declare an interest shall not prevent the Board of Governors considering and voting upon proposals to insure the members of the Board of Governors against liabilities incurred by them arising out of their office or the Corporation obtaining such insurance and paying the premiums. The University provides indemnity insurance on this basis. 

27. Removal of a member of the Board of Governors

27.1 In accordance with paragraph 5.3 of the Instrument, the Board of Governors may remove a member (including internal members) from office in the following circumstances:

• the member has been absent from meetings of the Board of Governors for a period of twelve months without permission
• where a member is unable or unfit to discharge the functions of a member
• where a governor is no longer able to meet the requirements of the OfS definition of ‘fit and proper’.

27.2 The Board may also remove a member who has not acted in accordance with code of conduct outlined in these Regulations or no longer meets charity commission requirements.

27.3 Where there are concerns about a member of the Board, the Chair will notify the member of the concerns and that the Board of Governors wishes to consider fitness to continue as a member.

27.4 The member will be offered the opportunity to tender a letter of resignation from the Board of Governors.

27.5 If the governor is not minded to resign, a special meeting of the Board of Governors will be convened to consider the matter. The member will be given the opportunity to make written and/or oral representations to the Board of Governors as to why the governor should not be removed. Neither the member nor the Board may be legally represented at this meeting.

27.6 After considering those representations and if its concerns remain, the Board of Governors will give written notice removing the member from the Board of Governors.  

Disqualification as a charity trustee

27.7 It is member’s responsibility to inform the University Secretary if they are under an investigation for any of the criteria for fit and proper, or at risk of not being able to meet the OfS requirements.  The Governance and Nominations Committee will consider the issues reported.  

27.8 In cases where the issues would automatically lead to disqualification as a charity trustee such members will be suspended pending a decision on the issue. This suspension will remain confidential but during this time they may not attend any meetings or act as a governor.

27.9 It is the responsibility of members of the Board of Governors to notify the University Secretary as soon as possible if they become disqualified following the above investigation. The members’ term of office will automatically come to an end without the need for a formal resolution of the Board of Governors.

Staff members and elected student representatives

27.10 Where a staff member is suspended as a member of staff, the Board of Governors will suspend that member from the Board of Governors for the duration of the suspension from the University. 

27.11 Where a staff member ceases to be employed by the University, the term of office as a member of the Board of Governors will automatically come to an end.

27.12 Where the President of the Students’ Union or further representative of the Students’ Union is suspended from the Students’ Union, the Board of Governors will suspend that member from the Board of Governors for the duration of this suspension. If removed from office of the Students’ Union, the term of office as a member of the Board of Governors will automatically come to an end.

Removal of the Chair/Deputy Chair

27.13 If at any time the Board of Governors is satisfied that the Chair or Deputy Chair is unable or unfit to discharge the functions of Chair or Deputy Chair, the Board of Governors may by notice in writing to the Chair or Deputy Chair remove them from office and the office shall be vacant.  

27.14 Before the Chair or Deputy Chair can be removed, there should be the opportunity to respond in writing or in person at a meeting of the Board of Governors to any complaints or allegations made. 

Removal of a Committee Chair or a member of a Committee

27.15 The Board of Governors will consider removing a Committee member from the Committee where there has been absence from more than two consecutive meetings of the relevant Committee without the permission of the Board of Governors, or where the member is unable or unfit to charge the functions of a member of the Committee. 

27.16 Before the Committee Chair or member of the Committee can be removed, there should be the opportunity to respond in writing or in person at a meeting of the Board of Governors to any complaints or allegations made. 

Section 4: Regulations on the appointment, role and authority of the Chair, Deputy Chair and University Secretary

28. Process of appointment

28.1 In accordance with Article 6.3, the Board of Governors shall appoint a Chair and Deputy Chair, both of whom shall be independent members. The University Secretary will be responsible for the organisation and proper conduct of the appointment process. 

28.2 The Governance and Nominations Committee is responsible for advising the Board of Governors on the appointment of the Chair and the Deputy Chair.  The Governance and Nominations Committee shall determine the process to be followed which may include external advertising and formal interview.  

28.3 Where the nominated candidate is not already an independent member of the Board of Governors, appointment shall imply their simultaneous appointment as a member of the Board of Governors. It follows that an external chair may only be appointed where there is a suitable vacancy amongst the independent governors or where the Board have made an appropriate determination on the size of the Board in accordance with Regulation 10.

28.4 The Board will consider the recommendation of the Governance and Nominations Committee.  Where a vote is required, the decision shall be by simple majority vote of the members present and eligible to vote.   

29. Term of office

29.1 The term of office for the Chair and the Deputy Chair will be three years.

29.2 The Chair and Deputy Chair are eligible for reappointment following the completion of their respective terms of office.  The Governance and Nominations Committee is responsible for advising the Board of Governors on any reappointment of the Chair or Deputy Chair.  

29.3 A person appointed as Chair who is at the time of their election an independent member may serve on the Board of Governors for more than three consecutive terms, but the total length of consecutive service on the Board of Governors (i.e. the time as an ordinary independent governor and the time as Chair) shall be no more than twelve years.

29.4 A person appointed as Chair who was not previously a member of the Board of Governors shall serve on the Board of Governors for no more than three terms.

29.5 The Chair and Deputy Chair may resign from that office by giving notice in writing to the University Secretary. 

29.6 The Governance and Nominations Committee shall consider issues of succession planning in relation to the appointment of the Chair and Deputy Chair.

30. Role of the Chair

30.1 The Chair is responsible for the leadership of the Board of Governors and for ensuring that the necessary business of the Board of Governors is carried on efficiently, effectively and in a manner appropriate for the proper conduct of public business.  

30.2 The Chair shall seek to promote the interests of the University wherever possible, and shall represent the University at internal and external events. 

30.3 The Chair shall develop an effective working relationship with the Vice Chancellor and the University Secretary, based on a mutual understanding of the responsibilities and authority each role carries, and the role of the Board of Governors in the governance of the University.

30.4 The Chair shall undertake the annual appraisal of the Vice Chancellor and, in conjunction with the Vice Chancellor, of the University Secretary

31. Role and requirements of the Deputy Chair

31.1 The Deputy Chair shall act for the Chair in the Chair’s absence. 

31.2 The requirements for the Deputy Chair are that:

• Is an independent Governor;
• Is at least in the second term of office;
• Has sufficient experience and knowledge to be able to Chair the Board
• Is able to take up the role of Acting Chair as required.

31.3 The Deputy Chair may simultaneously be the Chair of a committee, although not the Audit and Risk Committee.  The Deputy Chair would, however, need to stand down from chairing the committee in the event of taking on the role of Acting Chair.   

32. Chair's action

32.1 The Board of Governors has authorised the Chair to act on its behalf between meetings on routine matters such as the signing of documents on behalf of the Board of Governors, or in response to approaches made to the Board of Governors by external organisations on issues which do not require approval by the Board of Governors.  The Chair may also take any necessary steps to implement matters already agreed by the Board of Governors.

32.2 The Chair may deal with business by Chair’s action where a matter is too urgent and/or important to await the next ordinary meeting of the Board of Governors and it is impracticable to call a special meeting of the Board of Governors in accordance with Regulations 34 below.

32.3 The Chair should where possible consult members of the Board of Governors by telephone or email before using Chair’s action where it is taken on matters that are reserved for Board determination as outlined in Regulation 6.1 above.

32.4 Chair’s action should be used only where delaying a decision would disadvantage the University.

32.5 The University Secretary must ensure that a written record is made of every decision made by Chair’s action. This should be defined in the same precise terms as a decision made by a meeting of the Board of Governors.  If the decision is made by telephone or at an informal meeting, the Chair should send an email to the University Secretary confirming the substance of the discussion and any decision made. 

32.6 All decisions taken by Chair’s action should be reported to the Board of Governors at its next ordinary meeting.  

33. University Secretary 

33.1 The University Secretary is appointed by the Board of Governors as the Clerk to the Board of Governors in accordance with Article 4.3.  

33.2 The University Secretary is responsible for the servicing and supporting of the Board of Governors and its Committees, the Academic Board and its committees and any other groups established from time to time.  

33.3 The University Secretary shall advise the Board of Governors on the proper conduct of its business in accordance with the Instrument and Articles and these Regulations, and as part of that role may seek external legal or other advice. 

33.4 The University Secretary shall withdraw from any meeting where the University Secretary’s employment or other matters of personal interest are being considered.  In such cases the Chair will be responsible for making arrangements for that part of the meeting to be minuted.

33.5 In the absence of the University Secretary due to illness or other good or urgent cause, the Chair and the Vice Chancellor will make arrangements for someone other than a member of the Board of Governors to carry out the role on a temporary basis. 

33.6 Members of the Board have access to the University Secretary and may consult the University Secretary on any matter.

Section 5: Regulations for the conduct of Board meetings

34. Regulations for meetings of the Board

34.1 These Regulations apply to all meetings of the Board of Governors and its committees unless specifically mentioned.  They also apply to meetings of the Academic Board and its Committees. 

35. Attendance

35.1 Members shall attend, as far as is reasonably practicable, all meetings of which they are a member.  

35.2 Members should normally attend meetings in person.  Exceptionally, however, members may attend meetings by using video-conference or teleconference facilities (or other remote means) provided that the facilities can be provided and work effectively; that the chair of the meeting is in agreement; and that everyone attending the meeting can communicate with each other.  A member wishing to attend a meeting remotely must notify the University Secretary as soon as possible to establish whether the necessary arrangements can be made. 

35.3 Members shall notify the University Secretary if they are unable to attend a meeting and will give as much notice as possible of their absence.

35.4 If the University Secretary judges that a meeting will not be quorate, the Chair will immediately be informed. 

36. Frequency of meetings

36.1 The Board of Governors must meet at least three times per academic year and convene such other meetings as shall be necessary for the effective discharge of its functions. Normally, the Board meets at four times each academic year with two away days.  

36.2 The University Secretary shall submit a calendar of dates for meetings and those of its Committees annually to the Board of Governors for its consideration and approval. 

37. Convening special or electronic meeting

37.1 A special meeting must be convened by the University Secretary within ten days of the receipt of a written request from the Chair or five members of the Board of Governors to transact only the business specified in the request.  

37.2 Meetings will normally be held in person.  However, in accordance with Article 6.5, special meetings may be held by any suitable electronic means provided all members can communicate with each other.  

38. Meeting papers

38.1 The business of a meeting will be clearly set out in an agenda.  The agenda will be determined by the Chair taking account of advice from the University Secretary and the Vice Chancellor and of the right of the members to put forward matters for consideration.   

38.2 The University Secretary shall ensure that copies of all necessary documents are provided for every meeting.  Where appropriate, access to documents may be provided in paper or electronic form.

38.3 Copies of all papers for consideration at a meeting shall normally be delivered to all members at least seven days before an ordinary meeting and normally at least four days before a special meeting.

38.4 Members of the Board of Governors should notify the University Secretary of any matters they wish to be included on the agenda of an ordinary meeting in writing at least fourteen days before that meeting. 

38.5 The late circulation of papers will not preclude their consideration unless a simple majority so decides. 

39. Chairing meetings

39.1 Meetings shall be chaired by the Chair or, where the Chair is absent, the Deputy Chair.  In the absence of both the Chair and Deputy Chair, the members shall choose a chair for that meeting by a simple majority from amongst the members present.  

40. Quorum 

40.1 In accordance with Article 6.1, the quorum for meetings of the Board of Governors shall be ten members of whom six shall be independent members.

40.2 In the event that a meeting is or becomes inquorate, the Chair of the meeting shall decide whether to proceed with the meeting or to close the meeting and postpone further consideration of the business to a later date.  An inquorate meeting may proceed to consider items on the agenda, but all decisions must be deferred to the next quorate meeting.   

41. Resolutions and voting

41.1 In accordance with Article 6.6 all decisions which require a vote except those relating to changes to the governing documents will be taken by simple majority vote of all those voting on the question.  The normal method of voting will be by a show of hands.  However, a member present and entitled to vote on a particular issue may request that the vote be conducted by secret ballot.  The approval of such a request is at the discretion of the Chair.

41.2 Changes to the governing documents require 75% of members present to agree to the amendments.  The method of voting will be as outlined in 41.1 above.

41.3 A member may not vote by proxy or postal vote. 

41.4 Where a vote is tied, the Chair of the meeting shall have a second or casting vote.

41.5 Exceptionally, members may agree a resolution in writing or electronic form rather than at a meeting.  The procedure will be as outlined in Article 6.7.  This provision will normally only be used where the Board has made a decision in principle on the matter.

41.6 A resolution in writing signed by all the members of the Board of Governors shall be as valid and effectual as if it had been passed at a meeting of the Board of Governors duly convened and constituted.  A resolution sent by electronic means shall be deemed to have been signed by the relevant member of the Board of Governors if it is returned under cover of an email or other electronic communication confirming the governor’s agreement to it.  

41.7 Any resolution may be rescinded or varied at any subsequent meeting of the Board of Governors. 

42. Open meetings

42.1 Meetings of the Board of Governors shall be open to staff and students of the University as observers (subject to such maximum numbers as the Board in its absolute discretion may determine), except where material relates to named members of staff or students, or prospective members of staff or students, or to the appointment or removal of governors, or to matters which the Chair or the Board of Governors is satisfied should be dealt with on a confidential basis.  

43. Confidential business

43.1 Some issues that the Board discusses will be confidential for commercial or other valid reasons. Such items will be marked as confidential and shall not be disclosed to those outside the Board.  

44. Reserved business

44.1 Items concerning one or more named members of staff or students, or one or more prospective members of staff or students will be considered as reserved business.  Staff and student members shall withdraw from a meeting whilst such items are being discussed.  Where the discussion is about the Vice Chancellor, the Vice Chancellor shall withdraw from any meeting or part thereof. 

44.2 Papers directly relating to such reserved business shall only be circulated under confidential cover to those who will discuss the item. 

45. Declarations of interest

45.1 Members will be asked at each meeting to declare interest in any item of business.  Where they declare an interest they may not participate in the discussion or any vote.

46. Minutes

46.1 Minutes of each meeting will be prepared by the University Secretary, in consultation with the Chair.

46.2 At every meeting the minutes of the last meeting will be taken as an agenda item and, if agreed to be accurate, will be signed by the Chair. 

46.3 The minutes relating to reserved agenda items as referred to in Regulation 41 above will be separately recorded and will be held by the University Secretary. Staff and student members of the Governing Body will not be permitted access to reserved minutes relating to meetings, or parts of meetings, from which they have been excluded, unless with the approval of the Chair.

47. Public access to information

47.1 Arrangements for the public access to agendas and minutes of the Board of Governors, shall be provided on the internet, except for confidential or reserved business (see Regulations 43 and 44 above) which will not be accessible.  

47.2 Access to information will be given in accordance with the University’s Publication Scheme.

Section 6: Regulations governing committees of the Board of Governors

48. Establishment of Committees

48.1 The Board of Governors has the power under Article 5 to delegate any of its powers or functions to a Committee (subject to those issues it may not delegate as outlined in Article 5.2). 

48.2 The Board of Governors has established the following committees:

• a) Audit and Risk Committee 
• b) Finance Committee
• c) Governance and Nominations Committee 
• d) Remuneration Committee 
• e) Student Liaison Committee 
• f) Workforce Advisory Committee 

48.3 The Board of Governors has established the Further Education Board (FE Board) which for the purposes of these Regulations shall be treated as a committee except where otherwise indicated below.   

49. Terms of reference

49.1 The remit and responsibilities of each Committee are set out in the relevant Committee’s terms of reference.  

49.2 Terms of reference are determined by the Board of Governors. A committee may recommend changes to its remit, or the articulation of its remit, but is not able to change these unilaterally.  The terms of reference of the Audit and Risk Committee are also informed by the CUC Higher Education Audit Committees Code of Practice and those for the FE Board are informed by the Ruskin College Articles.

49.3 Committees should undertake an annual review of its terms of reference. This will be reported to the Board through the Minutes and for recommendations for approval where changes have been approved.

50. Membership

50.1 The Board of Governors is responsible for appointing the members of a Committee.  In the event of a vacancy arising on a Committee, nominations for membership will be sought from among the existing members of the Board of Governors.  Membership of Committees will normally be considered by Governance and Nominations Committee, with recommendations made to the Board of Governors. 

50.2 In accordance with Article 5.1, the Board of Governors may also appoint people who are not members of the Board of Governors to the membership of a Committee as co-opted members of a Committee.

50.3 For some Committees external regulatory requirements or determination of the Board dictate exclusions from the membership as follows:

• a) The Vice Chancellor, Chair and Deputy Chair are not eligible to serve on the Audit and Risk Committee.
• b) There should be no overlap between the membership of the Finance Committee and the Audit and Risk Committee.  
• c) The Remuneration Committee may not include staff or student members, as its discussions concern individuals and are, therefore, confidential.

50.4 The FE Board shall comprise three Governors and up to six additional members as may be appointed from time to time by the Board of Governors.  Each member may be reappointed once on expiry of their initial term.

51. Quorum

51.1 The Terms of Reference, Composition and Membership of each Committee shall specify its quorum.

52. Terms of office on Committees

52.1 The term of office of the Governor members on Committees is concurrent with their term of office as a governor.

52.2  The term of office of co-opted Committee members is three years.  Co-opted members may serve a maximum of three terms.

53. Committee Chairs

53.1 The Board of Governors shall appoint a Chair to chair each Committee.  

53.2 In the event of a vacancy arising for a Committee Chair, nominations will be sought from among the members of the Board of Governors.  Co-opted Committee members, the Vice Chancellor and staff and student members will not be eligible to be appointed as a Committee Chair. 

53.3 The term of office for Committee Chairs will be three years or until the expiry of their term of office as a member, whichever is the shorter.  A Committee Chair will be eligible for reappointment following the completion of their term of office as Chair of the Committee. 

53.4 The Chair of a Committee shall set the agenda for (in consultation with the University Secretary) and preside at meetings of the Committee.  The Committee Chair shall be responsible for agreeing the annual schedule of work for the Committee and for ensuring that the agenda items cover the Committee’s areas of responsibility as set out in the Committee’s terms of reference.  

53.5 The Committee may also designate a vice chair from one of the independent governors on the Committee to preside at the meeting in the absence of the Chair if considered appropriate.  

53.6 If the Committee Chair and any nominated Vice-Chair are absent from any meeting of the Committee, the members present shall choose one of their number from the independent governors present to act as chair for that meeting. 

53.7 The Committee Chair shall agree the minutes of each Committee meeting before circulation, and ensure that they are presented to the next scheduled meeting of the Committee. 

54. Frequency of meetings

54.1 Meetings of Committees will normally be scheduled three times in every academic year. Any variation from this pattern will be noted in the Terms of Reference, Composition and Membership of a Committee.

54.2 The Chair of a Committee may call additional meetings of the Committee as and when required.

55. Voting

55.1 In cases where a vote is required, all members of the Committee who are present shall be eligible to vote; a simple majority will suffice to decide an issue. Where a vote is tied, the Committee Chair shall have a second or casting vote. 

55.2 The Chair of the Board may attend Committee meetings and is entitled to speak but not vote unless a member.

56. Minutes of meetings

56.1 The University Secretary is responsible for ensuring that there is are accurate minutes for all meetings of Board of Governor Committees.  

57. Confidential and reserved business

57.1 There may be occasions when a Committee’s business is confidential, either because it is commercially sensitive or for some other valid reason or has reserved business relating to individual staff or students.  On such occasions, with the agreement of the Chair, staff and student members or observers will be asked to withdraw from the meeting (see Regulations 43 to 44).

57.2 The record of matters which the Chair and the Committee are satisfied should be dealt with on a confidential basis (see paragraph 43 above) shall be marked as such in the Minutes.

58. Reporting

58.1 Committees must report to the Board of Governors on a regular basis and for this purpose non-confidential minutes of the Committee’s discussions will be routinely presented to the Board of Governors.  

58.2  The Chair of a Committee will report to the Board on any matters which the Committee considers ought to be brought to the attention of the Board, on any matters requiring the approval of the Board.  

58.3 Matters requiring the approval of the Board will be presented as separate papers for approval.

Section 7: Regulations for the Academic Board

59. Role of the Academic Board

59.1 In accordance with Article 4.4, the Academic Board shall oversee teaching and research and be responsible for the academic quality and standards of the University and the admission and regulation of students, subject to the control and approval of the Board of Governors.

60. Membership 

60.1 The Academic Board shall consist of no more than 30 members, as follows:

• i) No fewer than 16 ex officio members, comprising the Vice Chancellor, any Deputy Vice Chancellor and Pro Vice Chancellors, 8 Heads of School and the remainder from amongst the Heads of University-wide services
• ii) 11 members of the academic staff nominated by election, at least one from each School or University Centre
• iii) Not more than one member of the professional services staff nominated by election
• iv) Two elected student representatives who will normally be the Students’ Union President and the Vice President Education.

60.2 The Vice Chancellor is chair of the Academic Board in accordance with Article 4.2.  The Deputy Vice Chancellor or a Pro Vice Chancellor will act as deputy chair as required.  

61. Appointment of members

61.1 The period of appointment of members and the selection or election arrangements shall be set out in Terms of Reference for the Academic Board, subject to the approval of the Board of Governors.

62. Terms of reference

62.1 The Board of Governors has determined that the Academic Board shall be responsible for:

• Academic quality and standards 
• Research and scholarship 
• Teaching and learning 
• Access and Participation and Equality of Opportunity 
• Course design and curriculum content and resources to support them 
• Validation and review of programmes 
• Policy and procedure on assessments, examinations and awards including appointment / removal of external examiners 
• Criteria and policy for admissions, recruitment and credit transfer 
• Student experience including consumer protection, student protection and an appropriate complaints procedure 
• Access, participation and achievement 
• Honorary academic titles 
• Academic Regulations including degree classifications and student transfer 
• Providing the Board of Governors with reports of the Academic Board’s activities to maintain quality and standards 
• Advising on such other matters as the Board of Governors or the Vice- Chancellor may refer to the Academic Board. 

63. Procedures for meetings and quorum

63.1 The procedures for the meetings of the Academic Board will be those for the Board of Governors as outlined in Section 5 above.  

63.2 The quorum for the Academic Board will be as outlined in the Terms of Reference.  

64. Committees of the Academic Board

64.1 Subject to approval by the Board of Governors, the Academic Board may establish Committees to advise and make recommendations.  

64.2 The composition, remit and responsibilities of each of these committees are set out in the relevant committee’s terms of reference, which are agreed by Academic Board.  

65. Assurances from the Academic Board to the Board of Governors

65.1 In accordance with Article 4.5, the Board of Governors shall receive and test assurance from the Academic Board that academic governance including the standard of University awards, the student academic experience and student outcomes are adequate and effective. The Academic Board shall provide to the Board of Governors such academic assurance as it may require from time to time.

65.2 The Board of Governors will receive the Minutes from each meeting of the Academic Board, presented by the Vice Chancellor.  

65.3 The Academic Board will make an annual report to the Board of Governors on its activity, outlining how it has implemented key strategies, where it has approved, reviewed and updated policies and on the Academic Regulations.  

65.4 The Academic Board will also provide a report on academic quality and standards and student outcomes, including completion and awards, to provide assurance as required on these and any other matters the Board may determine. This report will include the outcomes of the procedures for complaints and appeals.

65.5 Where recommendations are made to the Board of Governors or its Committees from the Academic Board, these will be contained in separate papers.  

Section 8: Regulations for the appointment of the Chancellor and Pro Chancellors

66. The Chancellor

66.1 In accordance with Article 4.7, the Board of Governors may appoint a Chancellor of the University who shall act as the ceremonial Head of the University.  The Chancellor will be independent of the Board of Governors. The role shall be to act as a supporter and ambassador for the University and augment its reputation to the external world.

66.2 The Chancellor shall be an Officer and shall preside at the award and graduation ceremonies of the University and in his or her absence the Vice Chancellor, the Pro Chancellor or the Chair of the Board shall preside at such ceremonies of the University.   

66.3 Further duties of the Chancellor may be established by the Board and shall be reviewed on a regular basis.

66.4 The Chancellor will normally be appointed for a term of three years which may be renewed by mutual agreement.

66.5 The Chancellor’s appointment may be terminated early by the Board for good cause, having provided an opportunity to the Chancellor to make appropriate written representation to the Board.

67. The Pro Chancellors

67.1 In accordance with Article 4.8, the Board of Governors may appoint up to two Pro Chancellors of the University.  The role of the Pro-Chancellors shall be to act as a supporters and ambassadors for the University.  

67.2 The Pro Chancellors shall be Officers of the University and may preside at award ceremonies.

67.3 Further duties of the Pro Chancellor may be established by the Board and shall be reviewed on a regular basis, 

67.4 The Pro Chancellors will normally be appointed for a term of three years which may be renewed by mutual agreement.

67.5 The appointment as Pro Chancellor may be terminated by the Board for good cause, having provided an opportunity to the Pro Chancellor to make appropriate written representation to the Board.

67.6 At least one of the Pro Chancellors shall be independent of the Board of Governors and shall be designated as the Independent Pro Chancellor. In addition to the duties outlined above, the Independent Pro-Chancellor will have the power to conduct a review of governance in accordance with the procedures outlined in Appendix D. 

67.7 The Board may designate the Chair of the Board of Governors as one of the two Pro-Chancellors.