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Sub-Committees

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

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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 Committee
  • Employment Committee
  • Finance and Capital Projects Committee
  • Governance and Search Committee
  • Remuneration Committee
  • International Development and Commercial Activities 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.

    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 Committee will be a member of the Finance and Capital Projects Committee.

    Terms of Reference

    The Board of Governors has established an Audit Committee.

    In accordance with the HEFCE Audit Code of Practice, the Audit 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 HEFCE Audit Code of Practice.

    Attendance


    A quorum will comprise at least two members.

    The Vice-Chancellor and the Director of Finance, together with representatives of the internal and external audit services, will attend all meetings. Other senior staff may be asked to attend meetings for particular items.

    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 immediately after each such meeting.

    The Clerk to the Governors will serve as Secretary to the Committee.

    Frequency of Meetings

    The Committee will meet at least three times a year. 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 and if necessary to the Board of Governors.

    The Committee may request the Clerk 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. This responsibility, in accordance with the HEFCE Accounts Direction 2000, will be extended to include a risk management disclosure statement by no later than 2002/2003.

    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 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 and other officers being present).
    4. 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.
    5. 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.
    6. To monitor the effectiveness of internal control and risk management systems in the finance and non-finance areas.
    7. To review the external auditors' management letter and the internal auditors' annual report, and to monitor the implementation of agreed management actions.
    8. To keep under review the management follow-up to other audit-based recommendations from whatever source.
    9. To ensure that all significant losses have been properly investigated and that the internal and external auditors, and where appropriate the HEFCE Accounting Officer, have been informed.
    10. 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.
    11. 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.
    12. To receive any relevant reports from the National Audit Office, the HEFCE and other organisations.
    13. To submit an annual report to the Board of Governors and the Vice-Chancellor, 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 HEFCE by 28 February 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 and by the Chair of the Board of Trustees of UELSU. 
     
    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 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 company or UELSU.
     

    Audit Committee

    Constitution

    Ex-officio member: the Vice-Chancellor

    Appointed members: five lay members of the Board of Governors

    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 Employment Committee shall have the following powers:
    1. To advise the Board of Governors on all matters concerning the University's employment framework.
    2. To approve staff policies, regulations and procedures within the overall human resource strategey; including discipline, suspension, dismissal (including on grounds of capability, ill-health and redundancy), grievance, recruitment and selection.
    3. To approve the staff hospitality and gifts policy and expenses policy.
    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 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 company or UELSU.
     

    Employment Committee

    Constitution

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

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

    In attendance: the Clerk to the Board of Governors and the Director of Finance (for all the business of the Joint Committee) and the Director of Facilities and the Head of Capital Projects (for those matters of business relating to capital projects).  In addition, the Chair of the Audit Committee and a member of staff can attend as observers.

    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 Capital Projects Committee shall have the following powers:

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

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

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

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

    7. Tuition and Other Fees
    8. In accordance with Article 13.1, and on the recommendation of the Student Recruitment and Marketing Fees Group, to consider and to recommend to the Board of Governors the tuition and other fees payable to the University. 

    9. Capital Projects
    10. To consider reports from the Deputy Vice Chancellor and Chief Operating Officer 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 Funding Council

      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.

    11. Trading and Other Activities
    12. 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 oversee the operation of subsidiary companies and, where appropriate, to approve and receive financial statements.

    13. General Financial Management 
    14. 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.
      • 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 reports from the Higher Education Funding Council for England as they affect the University’s financial affairs, and to monitor adherence to any regulatory requirements.

     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 and by the Chair of the Board of Trustees of UELSU. 

    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 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 company or UELSU.

    Reviewed by the Finance and Capital Projects Committee: 29 September 2016

    Approved by the Board of Governors: 15 November 2016

    Finance and Capital Projects Committee

    Constitution

    Ex-officio members: the Chair of the Board of Governors, the Deputy Chair of the Board of Governors, the Chair of the Audit Committee, the Chair of the Finance and General Purposes Committee, the Vice-Chancellor and the Clerk to the Governors

    Appointed members: three independent members of the Board of Governors

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

    One senior member of the academic staff

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

    3. Best Practice in Governance 
    4. 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 Vice-Chancellors and Principals, and the Higher Education Funding Council for England.

      Generally to do all such things as will promote the highest standards of governance at the University of East London.

    5. Legal Instruments 
    6. 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 Byelaws.

    7. Membership of the Board, Standing Committees, and the Chancellor 
    8. To make recommendations to the Board of Governors concerning the appointment of the Chancellor and the recruitment of independent members.

    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 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 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, the Chair of the Finance and Capital Projects Committee and the Vice-Chancellor

    Appointed members: two lay members of the Board of Governors
     
    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.

    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.

    To consider and approve any severance package to be made to a member of staff whose remuneration is at least £100,000 pa.

    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 and by the Chair of the Board of Trustees of UELSU. 

    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 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 company or UELSU.

    Reviewed by the Remuneration Committee: 28 October 2014.

    To be approved by the Board of Governors: 25 November 2014

    Remuneration Committee

    Constitution

    Ex-officio members: the Chair of the Board of Governors, the Chair of the Finance and Capital Projects Committee and the Vice-Chancellor

    Appointed members: two independent members of the Board of Governors and one Dean of School/Member of VCG having responsibility for the delivery of academic programmes under international partnerships

    In attendance: the Clerk to the Board of Governors and other members of the Vice-Chancellors Group as and when required

    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 of Government, the International Development and Commercial Activities Committee shall have the following powers:

    1. International and commercial initiatives

    1.1    To consider any strategic international partnerships involving any investment of institutional assets beyond staff and management time and travel costs and to make recommendations to the Board of Governors

    1.2 To consider proposals for all new commercial or international initiatives to be operated by our University, including the establishment of any new subsidiary, or partly owned companies, and new joint ventures (whether they be with new, or existing partners) and to make recommendations to the Board of Governors.

    1.3 In accordance with section 3.22 of the scheme of delegation:

    • where any financial investment is to be made, or where a legal interest is to be taken in a property, to take the decision to approve the partnership or project;
    • to receive a satisfactory business plan, key performance indicators, risk assessment and evidence that satisfactory due diligence on proposed partners has been conducted and legal advice taken prior to the decision to approve the partnership or project being taken, and;
    • to receive assurance that any partnership or project is fully compliant with charity law and the Higher Education Funding Council for England.
    1.4 To recommend to the Finance and Capital Projects Committee the approval and allocation of appropriate budgets for international and commercial activities

    1.5 Where any partnership or project would alter our University’s strategy, or educational character, to inform the Board of Governors and to provide relevant advice and guidance to the Board.

    1.6 To consider and make recommendations to the Board of Governors on the international strategy that forms a component of the institution’s overall strategic plan

    2. Premises overseas


    2.1 To consider and approve leases, licences for premises overseas involving up to £1,000,000 investment and to recommend to the Finance and Capital Projects 
    Committee the allocation of the required budget.

    2.2 To consider the sale and disposal of premises overseas and to make recommendations to the Board of Governors

    3. Updates on partnership activities


    3.1 To receive regular updates on international initiatives, including a consolidated list of all partners (home and overseas) at least once a year and to report thereon to the Board of Governors

    3.2 To consider reports on major developments with potential financial implications for the University, and to report thereon to the Board of Governors.

    4. Trading and Other Activities

    4.1 To oversee the operation of subsidiary companies and, where appropriate, to approve and receive financial statements and a biannual report.

    4.2 To consider variations to budget/business plans, the use of reserves, loans and letters of support to subsidiary companies, subject to fiduciary duties and trustee obligations and to make recommendations to the Finance and Capital Projects Committee and/or 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 and by the Chair of the Board of Trustees of UELSU. 

    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 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 company or UELSU.
    Reviewed by the International Development and Commercial Activities Committee: 31 January 2017

    To be approved by the Board of Governors: 7 February 2017

    International Development and Commercial Activities Committee