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Sub-Committees

Constitution, Membership and Terms of Reference of the Board of Governors and its Sub-committees Board of Governors.

USS Campus

Board of Governors

Full details of the membership of the Board can be found here

The role and responsibilities of the Board of Governors is set out in the Articles of Government

Sub-Committees

  • Audit and Risk Committee
  • Finance and Resources Committee
  • Governance and Search Committee
  • Remuneration Committee

    Constitution

    The Committee comprises four members, to include three members of the Board of Governors and one independent member drawn from outside the Board. The Committee has authority to co-opt additional members with particular expertise for short periods. The members must have no involvement in or responsibility for the executive management of the institution.

    The Chair of the Committee is appointed by the Board of Governors and must be a member of the Board. The Chair has direct access at all times to the Chair of the Board of Governors and to the Vice-Chancellor & President.

    In order to retain the Committee's independence, the Chair and Deputy Chair of the Board of Governors will not serve on the Committee.

    At any time at least one member must have a background in finance, accounting or auditing.

    No member of the Audit and Risk Committee will be a member of the Finance and Resources Committee.

    Total Membership: 4

    Quorum: 50%

    Terms of Reference

    The Board of Governors has established an Audit and Risk Committee.

    In accordance with the OfS Audit Code of Practice, the Audit and Risk Committee is independent of the management of the University, and has been granted the standing and the resources to report directly to the Board of Governors on:

    • The effectiveness of the internal control system in the finance and operational areas.

    • The management of risk, including the reliability and integrity of financial information, the effectiveness and efficiency of operations, legal compliance, and the safeguarding of assets.

    • Audit issues arising from financial and other relevant statements and reports, particularly the annual financial statements.

    • Best value in the use of public funds, including good procurement practice.

    • The promotion of high standards of corporate governance.

      The Committee is required to alert the Board of Governors to serious deficiencies in any of these areas, which impact on the effective management of the institution and the proper use of public funds.

      The Committee will operate at all times within the terms of the OfS Audit Code of Practice.

      Attendance

      A quorum will comprise at least two members.

      The representatives of the internal and external audit services will attend all meetings. The Vice-Chancellor & President and other senior staff will be invited to attend meetings as required. 

      The Committee may meet in closed session with the auditors. The Chair will report any serious issues arising from such meetings to the Vice-Chancellor & President immediately after each such meeting.

      The University Secretary will serve as Secretary to the Committee.

      Frequency of Meetings

      The Committee will meet at least four times a year and will regularly have private meetings with the internal and external auditors.   The external and internal auditors may ask the Chair to convene a meeting at other times whenever they consider it to be necessary.

      Authority

      The Committee is empowered by the Board of Governors to conduct an investigation into any activity or reported breakdown in controls, which falls within its terms of reference. It is authorised to seek any information it requires from any member of staff. All members of staff are required to co-operate with any request made by the Committee. Failure to do so will be reported to the Vice-Chancellor & President and if necessary to the Board of Governors.

      The Committee may request the Secretary to procure specialist advice to assist it in its work.

      The Audit Committee will review the draft annual financial statements before they are presented to the Board of Governors. The Committee's role will be restricted to the audit issues raised by the statements, including the external audit opinion, the audit summary, the external auditors' management letter, the statement of members' responsibilities, and the statement of corporate governance. The Committee will confirm with the external and internal auditors that the effectiveness of the internal control system has been reviewed, and advise the Board of Governors accordingly.

      Subject to any direction that may be given by the Board of Governors, and subject to the requirements of the Instrument and Articles, the Audit and Risk Committee shall have the following responsibilities:

    1.           To advise the Board of Governors on the appointment and annual performance of the external auditors, the audit fee, the provision of any non-audit services by the external auditors and any circumstances leading to resignation or dismissal of the external auditors.

    2.           To oversee the nature and scope of the external audit service and of each annual audit cycle.

    3.           To review with the external auditors any problems and reservations arising from the auditing of the University's accounts, including any such problems or reservations reported in the management letter and management's response, together with all other matters which the external auditors may wish to draw to the Committee's attention (with or without the Vice-Chancellor & President and other officers being present).

    4.           To recommend to the Board of Governors adoption of the annual accounts for the preceding year.

    5.           To advise the Board of Governors on the appointment and annual performance of the internal auditors, the audit fee, the provision of any non-audit services by the internal auditors and any circumstances leading to the resignation or dismissal of the internal auditors.

    6.           To consider the strategic plan and annual audit plan, and to ensure that the resources made available under the annual budget are sufficient to meet the institution's needs and are risk focussed; to consider major findings of internal audit investigations and management's response; and to promote co-ordination between the internal and the external audit services.

    7.           To monitor the effectiveness of internal control and risk management and governance systems in the finance and non-finance areas and the arrangements for data quality assurance.

    8.           To review the external auditors' management letter and the internal auditors' annual report, and to monitor the implementation of agreed management actions.

    9.           To keep under review the management follow-up to other audit-based recommendations from whatever source.

    10.        To ensure that all significant losses have been properly investigated and that the internal and external auditors, and where appropriate the OfS Accounting Officer, have been informed.

    11.        To receive and approve the University's policies on fraud, irregularity and public interest disclosure, including being notified of any action taken under these policies.

    12.        To satisfy itself that satisfactory arrangements are in place to promote best value, and to monitor such other dimensions of performance as shall be deemed to be reliable and appropriate measures of institutional effectiveness.

    13.        To receive any relevant guidance and notices from the National Audit Office, the OfS and other organisations.

    14.        To submit an annual report to the Board of Governors and the Vice-Chancellor & President, summarising activity for the year. The report will include as a minimum the Committee's opinion on the extent to which the Board of Governors may rely on the internal control system and the arrangements for securing best value. If the time scale permits, the annual report will be submitted to the Board of Governors before the members' responsibility statement in the annual financial statements is signed. The Committee's report will be submitted to the OfS by 3 December in each year.


     

     

    Reporting Procedures

    The minutes will be circulated to all members of the Board of Governors.

    Chair’s action between meetings

    The following categories of business may be conducted by the Chair of the Board of Governors, Academic Board or any of their subcommittees and panels, by chairs of boards of directors of subsidiary companies. Chairs should use reasonable endeavours to contact all other members before taking Chair’s action.

    The first three delegations are minuted in advance and then reported back at the next meeting of the board or committee. 

    The fourth to sixth delegation are requested in writing by officers between meetings, supported by background information and then reported back at the next meeting of the board or committee

     The relevant board or committee will monitor the use made of Chair’s action.       

    1

    Business which is unfinished at a board or committee meeting for lack of information but on which a clear steer is given to guide the decision when the information becomes available

    2

    Business which is approved at a board or committee subject to certain conditions to be met by the management or other parties and signed off by the chair

    3

    Business involving signature/s to the detailed formal paperwork associated with a prior decision of a board or committee such as the sale of a building

    4

    The signing of routine contracts that commit UEL, or a subsidiary company or UELSU, above a certain level of expenditure

    5

    Routine decisions on senior post holders (Chair of the Board/Remuneration Committee only)

    6

    Urgent business between meetings, canvassing the support of other board and committee members as far as possible by phone or email.  Such decisions should not involve changes of policy of the board or committee and should only be taken where there is material risk to UEL, or a subsidiary company or UELSU.

     

     

    Audit and Risk Committee

    Constitution

     

    Ex-officio members: the Chair of the Board of Governors, the Deputy Chair of the Board of Governors and the Vice-Chancellor & President.

     

    Appointed members: up to six independent members of the Board of Governors and a representative from the Students’ Union.

     

    In attendance: the University Secretary and the Chief Finance Officer for all the Committee’s business, the Director of HR (for all employment related matters). The Director of Estates and Facilities (for those matters of business relating to capital projects).  In addition, the Chair of the Audit and Risk Committee and a member of staff may attend as observers.

     

    Total Membership: 9

    Quorum: 40%

    Terms of Reference

     

    Subject to any direction that may be given by the Board of Governors, and subject to the requirements of the Instrument and Articles, the Finance and Resources Committee shall have the following powers:

     

    1. Annual Budget


      To consider and recommend to the Board of Governors the annual Revenue Budget for the following year, on the advice of the Vice-Chancellor & President.

      To consider statements of actual income and expenditure throughout the year and to report thereon to the Board of Governors

       

    2. Annual Accounts

      To review the annual accounts for the preceding year. 


     

    1. Financial Forecasts

      To receive the University’s Financial Forecasts as submitted annually to the OfS and to advise the Board of Governors as to the implications for financial strategy and planning.

       

    2. Tuition and Other Fees

    In accordance with Article 13.1, and on the recommendation of the Vice-Chancellor & President, to consider and to recommend to the Board of Governors the tuition and other fees payable to the University. 

    1. Capital Projects

       

    To consider reports on the financial position of current and projected capital projects, and to report thereon to the Board of Governors.

    To ensure that the University develops and maintains an appropriate Estate Strategy and Estate Management Action Plan consistent with the requirements of the Office for Students.

    To approve minor changes to the Estate Strategy on behalf of the Board of Governors.
      To make recommendations to the Board of Governors regarding major revisions to the Estate Strategy.

    To monitor and review the implementation of the Estate Strategy approved by the Board of Governors and report progress to the Board of Governors.

    On behalf of the Board of Governors to consider and recommend approval of proposals to acquire, sell, convey, exchange, lease, build, alter, enlarge, replace or renew any heritable property, making recommendations to the Board of Governors regarding such matters where appropriate.

     

    1. Trading and Other Activities

      To receive statements as required of the latest projected out-turn for the current financial year and to approve the budget for the following year for the student residences, catering services, and other trading activities.

    To consider proposals for international developments and commercial activities and make recommendations to the Board of Governors. 


     

     

    1. General Financial Stewardship 

      To consider and to take action on behalf of the Board of Governors on the following matters:

       

      The University’s long and short-term investments and Treasury Management.

      Policy relating to the University’s insurances.

      Arrangements for short-term and long-term borrowings for capital projects or other purposes.

      Monitoring financial covenants relating to loans

      Monitoring the University’s solvency and making recommendations to the Board of Governors

      Maintenance of the University’s Financial Regulations.

      Policy relating to the University’s banking arrangements, including the bank mandate and overdraft facilities.

      To receive and consider guidance and notices from the OfS as they affect the University’s financial affairs, and to monitor adherence to any regulatory requirements.

       

    2. Employment

       

      To advise the Board on all matters concerning the University’s employment framework.

       

      To approve staff policies, regulations and procedures within the overall human resource strategy including discipline, suspension, dismissal (including on the grounds of capability, ill-health and redundancy), grievance, recruitment and selection.

       

      To approve the staff hospitality and gifts policy and expenses policy.

       

    3. Subsidiary companies

       

      To consider detailed applications for Board approval to the creation of new subsidiary companies and make appropriate recommendations to the Board.

       

      To consider annual reports from subsidiary companies, in particular in relation to financial matters where accounts will be consolidated with those of the University.

       

      Chair’s action between meetings

       

      The following categories of business may be conducted by the Chair of the Board of Governors, Academic Board or any of their subcommittees and panels and by chairs of boards of directors of subsidiary companies.  Chairs should use reasonable endeavours to contact all other members before taking Chair’s action.

       

      The first three delegations are minuted in advance and then reported back at the next meeting of the board or committee. 

       

      The fourth to sixth delegation are requested in writing by officers between meetings, supported by background information and then reported back at the next meeting of the board or committee

       

      The relevant board or committee will monitor the use made of Chair’s action.

               

    1

    Business which is unfinished at a board or committee meeting for lack of information but on which a clear steer is given to guide the decision when the information becomes available

    2

    Business which is approved at a board or committee subject to certain conditions to be met by the management or other parties and signed off by the chair

    3

    Business involving signature/s to the detailed formal paperwork associated with a prior decision of a board or committee such as the sale of a building

    4

    The signing of routine contracts that commit UEL, or a subsidiary company or UELSU, above a certain level of expenditure

    5

    Routine decisions on senior postholders (Chair of the Board/Remuneration Committee only)

    6

    Urgent business between meetings, canvassing the support of other board and committee members as far as possible by phone or email.  Such decisions should not involve changes of policy of the board or committee and should only be taken where there is material risk to UEL, or a subsidiary company or UELSU.

     

    Finance and Resources Committee

    Constitution

    Ex-officio members: the Chair of the Board of Governors, the Chair of the Finance and Resources Committee and the Vice-Chancellor & President.

    Appointed members: two independent members of the Board of Governors

    One member appointed from among the co-opted staff members of the Board of Governors

    In attendance: the University Secretary and the University Governance Officer

    Total Membership: 6

    Quorum: 40%

    Terms of Reference

    Subject to any direction that may be given by the Board of Governors, and subject to the requirements of the Instrument and Articles, the Governance Committee shall have the following responsibilities:

    1. Board Members

       

      To consider, with appropriate recommendation to the Board of Governors, all matters concerning the accountability of Board members, including the proper discharge of responsibilities, safeguards in respect of conflicts of interest and the role of members in relation to managers and staff.

       

    2. Best Practice in Governance

    To consider and recommend to the Board of Governors the adoption of any changes in practice which derive from the reports of bodies such as the Committee on Standards in Public Life, the National Audit Office, the Public Accounts Committee, the Committee of University Chairs, Universities UK and the Office for Students.

    1. Legal Instruments

    To recommend to the Board of Governors such changes as may be needed from time to time to the Instrument and Articles of Government and to University Bye-Laws.


     

    1. Membership of the Board, Standing Committees and the Chancellor

    To make recommendations to the Board of Governors concerning the appointment of the Chancellor and the recruitment of independent members and determining the holders of senior posts.

    5.    Governance reviews

           To consider and make arrangements for annual reviews of the University’s governance arrangements to include reference to recommendations made by GGI in February 2018 and any subsequent reviews of governance.

    6.    Senior appointments

           To consider and make recommendations on plans for succession and appointment of the Vice-Chancellor and President and other ‘holders of senior posts’ as designated in the Instrument and Articles of Government and as determined by resolution of the Board of Governors.

    Chair’s action between meetings

     

    The following categories of business may be conducted by the Chair of the Board of Governors, Academic Board or any of their subcommittees and panels, by chairs of boards of directors of subsidiary companies. Chairs should use reasonable endeavours to contact all other members before taking Chair’s action.

     

    The first three delegations are minuted in advance and then reported back at the next meeting of the board or committee. 

     

    The fourth to sixth delegation are requested in writing by officers between meetings, supported by background information and then reported back at the next meeting of the board or committee

     

    The relevant board or committee will monitor the use made of Chair’s action.

               

    1

    Business which is unfinished at a board or committee meeting for lack of information but on which a clear steer is given to guide the decision when the information becomes available

    2

    Business which is approved at a board or committee subject to certain conditions to be met by the management or other parties and signed off by the chair

    3

    Business involving signature/s to the detailed formal paperwork associated with a prior decision of a board or committee such as the sale of a building

    4

    The signing of routine contracts that commit UEL, or a subsidiary company or UELSU, above a certain level of expenditure


     

    5

    Routine decisions on senior postholders (Chair of the Board/Remuneration Committee only)

    6

    Urgent business between meetings, canvassing the support of other board and committee members as far as possible by phone or email.  Such decisions should not involve changes of policy of the board or committee and should only be taken where there is material risk to UEL, or a subsidiary company or UELSU.

     

    Governance and Search Committee

    Constitution

    Ex-officio members: the Chair of the Board of Governors, the Deputy Chair of the Board of Governors and the Chair of the Finance and Resources Committee.

    Appointed members:            two lay members of the Board of Governors

    one co-opted member (education specialist)

    Total Membership: 6

    Quorum: 40%

    Terms of Reference

    In accordance with the Articles of Government, to determine all matters concerning the appointment, terms of service, and remuneration of senior posts as defined by the Articles, namely, the Vice-Chancellor & President and the University Secretary.  When considering the remuneration of the Vice-Chancellor & President, the item in question must be chaired by a member of the Committee other than the Chair of the Board of Governors.

    To provide a justification for the total remuneration package for the Vice-Chancellor & President, which may be published in the University’s financial statements.  The justification shall include reference to the context in which the University operates, and be linked to the value and performance delivered by the Vice-Chancellor & President. It should contain an explanation of the process adopted for judging performance.

    To formulate and put in place (and thereafter to review the appropriateness and relevance of) a remuneration framework or broad policy at an institutional level for all staff, taking account of regulatory requirements and guidance, as well as the public interest, the safeguarding of public funds, the University’s interests, the need to consider equality, diversity and inclusion (to eliminate biases both conscious and unconscious pertaining to gender or other protected characteristics within the pay structure) and the need to remain competitive in relation to staff recruitment and retention through the provision of reliable, up-to-date information about remuneration in other institutions.

    To approve the design of, and determine targets for, any performance related pay schemes operated by the University and approve the total annual payments made under such schemes.

    To be responsible for the performance management scheme for the holders of senior posts.

    To commission and collect information from relevant bodies to inform the work of the Committee and to ensure that all provisions regarding the disclosure of remuneration packages are fulfilled.

    To consider and approve any severance package to be made to a member of staff whose remuneration is at least £100,000 pa and to represent the public interest and avoid any inappropriate use of public funds; the Committee should be careful not to agree to a severance package which staff, students and the public might deem excessive; contracts of employment for senior staff should specify periods of notice of not more than 12 months, and should not provide for pension enhancements. To consider and approve policy on allowances and expenses for members of the Board of Governors.

    To ensure that no individual is involved in deciding his or her own remuneration.

    To report annually to the Board of Governors and to publish an annual statement based on its annual report containing:

    a) a list of post holders within the remit of Remuneration Committee;

    b) its policy on the remuneration for postholders within the remit of Remuneration Committee;

    c) its choice of comparator institutions/organisations;

    d) its policy on income derived from external activities;

    e) the pay multiple of the Vice-Chancellor & President and the median earnings of the institution’s whole workforce, illustrating how that multiple has changed over time and, if it is significantly above average, an explanation of why; and

    f) an explanation of any significant changes.

    Chair’s action between meetings

    The following categories of business may be conducted by the Chair of the Board of Governors, Academic Board or any of their subcommittees and panels and by chairs of boards of directors of subsidiary companies. Chairs should use reasonable endeavours to contact all other members before taking Chair’s action.

    The first three delegations are minuted in advance and then reported back at the next meeting of the board or committee. 

    The fourth to sixth delegation are requested in writing by officers between meetings, supported by background information and then reported back at the next meeting of the board or committee

    The relevant board or committee will monitor the use made of Chair’s action.

               

    1

    Business which is unfinished at a board or committee meeting for lack of information but on which a clear steer is given to guide the decision when the information becomes available

    2

    Business which is approved at a board or committee subject to certain conditions to be met by the management or other parties and signed off by the chair

    3

    Business involving signature/s to the detailed formal paperwork associated with a prior decision of a board or committee such as the sale of a building

    4

    The signing of routine contracts that commit UEL, or a subsidiary company or UELSU, above a certain level of expenditure

    5

    Routine decisions on senior postholders (Chair of the Board/Remuneration Committee only)

    6

    Urgent business between meetings, canvassing the support of other board and committee members as far as possible by phone or email.  Such decisions should not involve changes of policy of the board or committee and should only be taken where there is material risk to UEL, or a subsidiary company or UELSU.

    Remuneration Committee