Governance Committee Handbook by University of Wolverhampton

GOVERNANCE COMMITTEE HANDBOOK

CONTENTS INTRODUCTION 1.

Our Vision 2030

Strategy 2020

Governors’ Duties and Powers

GOVERNORS HANDBOOK 1.

Governance

Meetings Calendar

Membership and Attendance

Guidance for Chairs

Guidance for Officers

Conduct at meetings

Working parties/Groups

TEMPLATES 1.

Committee Coversheet

TERMS OF REFERENCE 1.

Board of Governors

Estates and Facilities Assurance Committee

Audit and Risk Assurance Committee

Student Affairs Assurance Committee

Governance and Nominations Committee

Remuneration Committee

Joint Equality and Diversity Assurance Committee

Our Vision 2030 Inclusive. Innovative. Impactful. Our Vision To transform the leadership and workforce of or Place through inclusive student success and world-class research. Our Purpose To develop People and Place. Our Values    

We will behave respectfully and ethically in all that we do We will be inclusive and fair in our interactions with each other and with or wider community We will act professionally, transparently, confidently, collaboratively and challengingly when engaging with our communities locally and globally We will listen and learn from others

Pillars Through our pillars of Inclusive Student Success and Place we will cement our position as the University of Opportunity.

Pillar One: Inclusive Student Success Through our pillars of Inclusive Student Success and Place we will cement our position as the University of Opportunity delivering higher education at the point of need and believing in those who believe in themselves by offering them an opportunity to excel. Our priority is the success of all those who wish to study with us. Building on the progress made in our previous Strategic Plan in improving outcomes and satisfaction levels for our students, our focus for the next decade is to ensure greater inclusivity and ensure equity of outcome. This commitment will ensure that we focus on who is participating and how they achieve. We are committed to removing barriers to ensure that all can participate and achieve their potential. We will develop our approach guided by the social model of outcome, adapting the way we work to suit individual needs, adding value to their experience and ensuring they become successful ambassadors for the University of Wolverhampton. With the ability to study at their own pace our students will learn in a manner that suits their circumstances and preferences. Technology will enhance learning with lectures online and available at a student’s time of choosing, supplemented by a choice of virtual communication and e-learning resource and more traditional in-depth face-to-face learning methods such as seminar, workshop and laboratory activities. We are the University of Opportunity, and we will create flexible and personalised learning and progression routes into, through and out of university in a manner which transforms the places we serve.

Pillar Two: Place We believe the universities are about transforming society by ensuring the needs of their Place and People are at the heart of what they do. As the University of Opportunity our Place informs the courses we teach, the research we invest in and the skills we equip people with. Our strategy in Health illustrates our commitment to Place. We work in partnership to ensure healthcare education is delivered in the communities in which our students will work as qualified professionals. We offer healthcare education at multiple locations, helping the region to become self-sufficient in health professionals. Our research supports local initiatives such as the STORK Programme, where we work in collaboration with neonatal units at local hospital trusts, public health directorates and the Lullaby Trust to help decrease infant mortality by developing training and behavioural interventions guided by the best scientific evidence. This commitment to delivering education, skills and research in partnership with the communities we serve is at the heart of our Strategy.

Strategy 2030

Our Provision

Regional Engagement

Our ambition

Research

Our Goals

Global Opportunities

Our Strategies

Our Enablers

Governors’ Duties and Powers The University of Wolverhampton is a Higher Education Corporation, as established under the Education Reform Act 1988. The University of Wolverhampton is an exempt charity under the Charities Act 1983 (consolidated the Charities Act 2011). HEFCE assumes the role of principal regulator of the University, rather than the Charities Commission. As a Higher Education Corporation, The University does not have a registered charity number and is not company registered with the Companies House. The governors act as trustees of the University. You can read more about the University as a charity here. The University is governed by an instrument of Government and Articles of Government: 

Instrument of Government and Articles of Government

The Bye-Laws can be found at the bottom of our Policies and Regulations page.

The Board of Governors comply with the CUC Higher Education Code of Governance 2014. The Board formally adopted the Code and the Statement of Primary Responsibilities on the 26th March 2015.  

Statement of Primary Responsibilities 2014 CUC Code (link to external website, CUC)

Additionally, governors are required to adhere to the Standards in public life. The Board of Governors has responsibility for ensuring that measures are in place for the effective management of the University of Wolverhampton. Governors are not managers of University business; this is the remit of the Vice-Chancellor. Governors operate at a strategic level, determining the University’s mission and ensuring this is undertaken in a financially prudent way, to drive the University forward. Under the Articles of Government the Board of Governors has responsibility for:    



The determination of the educational character and mission of the University and for oversight of its activities, including the exercise of degree-awarding powers; The effective and efficient use of resources, the solvency of the University of Wolverhampton and the Corporation and for safeguarding their assets; Approving annual estimates of income and expenditure; The appointment, grading, appraisal, suspension, dismissal and determination of the pay and conditions of service of the Vice-Chancellor, the Clerk and the holders of such other senior posts as the Board of Governors may determine; Setting a framework for the pay and conditions of service of all other staff.

Governance 1.1 Board of Governors Figure 1 shows the Board of Governors and its sub-committees. Responsibilities, Terms of Reference and membership for the Board of Governors and each of its subcommittees can be found in the Committee Handbook.

Governors Committee Structure (August 2022) Board of Governors

AUDIT & RISK COMMITTEE

STUDENT AFFAIRS COMMITTEE

EMPLOYEE & CULTURE COMMITTEE

FINANCE & RESOURCES COMMITTEE

JOINT EQUALITY & DIVERSITY COMMITTEE

GOVERNANCE & NOMINATIONS COMMITTEE

REMUNERATION COMMITTEE

Peter Price

Angela Spence

Chris Handy

Alan Edwards

Kim Carr

Angela Spence

Donna Leeding

Figure 1

1.2 University Level Committees The University level committees are separated into academic decision making and University management committees. The academic based decisions of the University are delegated to the University’s Academic Board and its sub-committees. University management decisions are delegated to the University Executive Board and its subcommittees. The structure of Academic Committees is shown in Figure 2 and Management Committees in Figure 3.

Figure 2 Academic Committees

Figure 3 Management Committees

Vice Chancellor

Joint Equality and Diversity Committee

University Executive Board

University Sponsored Schools Board

External Returns Group

CMA Working Group

Apprenticeship Board

UKVI Compliance & Oversight Panel

Apprenticeships for UoW Staff

Faculty Boards

Campus Experience Committee

University Safety Policy Committee

This guidance relates to all Governance committees of the University. Any queries should be sent to the Head of Corporate Governance – email Governance@wlv.ac.uk 1.

Meetings Calendar 1.1

The Governance schedule of meetings can be found at (https://www.wlv.ac.uk/aboutus/governance/board-of-governors-and-co-opted-members/meetings/) and is maintained by Corporate Governance.

1.2

If a meeting needs to be added, cancelled or postponed the calendar will be updated on the website.

1.3

Invites to Committee members will be sent out following agreement of dates at the start of the academic year. This will enable automatic notification of any changes. Meetings may be virtual and/or in person the appropriate link will be in the invite i.e. Teams or Zoom. Virtual meetings may be recorded (nb: all GDPR regulations will be followed).

Membership and Attendance 2.1

The Chair of the Board of Governors at Governance & Nominations Committee approve membership of Committees: Audit & Risk, Student Affairs, Employee and Culture, Finance and Resources, Remuneration, Joint Equality and Diversity.

2.2

Apologies for non-attendance at meetings should be forwarded to Corporate Governance via governance@wlv.ac.uk.

2.3

If none attendance of Independent Governors exceeds 12-months then they may be asked to leave board.

2.4

Members of the Board of Governors who are unable to attend a meeting of the Board of Governors or a Committee of the Board of Governors cannot appoint proxies to speak or vote in their place.

2.5

All new Governors will attend an induction that will include training on Mod.gov for the paperless system used to distribute Board/Committee packs.

2.6

Members of all Committees/Working Groups are expected to:       

  3.

Bring their knowledge and expertise to the Committee. See issues broadly. Read papers prior to the meeting. Contribute constructively to discussion whilst abiding by the University values. Keep in mind the University’s overall interest. Take personal responsibility for papers and ensure that their confidentiality is maintained unless they are classified for wider or public dissemination. Uphold the principle of collective responsibility whereby decisions need not be unanimous, a majority decision is sufficient – but each member of the Committee is equally responsible for the decisions taken and should abide by the Committee’s decisions. Report information and decisions to appropriate members of staff, especially where membership of the Committee is by nomination. Make a Declaration of Interest at the beginning of a meeting on an agenda item where appropriate.

Guidance for Chairs 3.1

Where appropriate, a Chair should, acting on behalf of the Board or Committee, take appropriate action to deal with urgent matters out of committee. However, this does not apply to new policies.

Committee Management The need to have a committee Committees are important in the decision-making process and it is important that they add value. Committees that are clear and well run provide the opportunity for key decision making by those participating in the meetings. This enables decisions to be owned by the institution. An effective committee has the responsibility of having appropriate membership for its Terms of Reference and a Chair that is well informed. An ineffective committee does not have the appropriate members or members that do not have all the information or have not been able to access the papers, receive them late or tabled papers. In addition, has a Chair that has not been briefed appropriately and deals with unnecessary business and does not make decisions on time. Committee Secretary The Committee Secretary not only scribes and takes notes. They also manage the committee work with the chair having overall responsibility for business transactions. The secretary is key in effectively organising the committee. What does a Committee Secretary do?    

Business of the committee is undertaken in a timely fashion. The Chair is informed about the items to be discussed at the meeting. The meeting decisions are accurately recorded. They receive follow-up actions undertaken following the meeting.

Secretary should be familiar with Terms of Reference The Terms of Reference of committees can be found in the committee handbook. It is key that you make yourself aware of the committees’ responsibility and the committee may have delegated authority for part of its business. Committees will have other committees that feed into them with reports and recommendations. You should familiarise yourself with the reference of the committees to advise the committee secretary of any business. Drawing on calendar of business The Terms of Reference are a good start for ascertaining what the committee is required to do. The Committee Secretary will need to action some items and other items will be actioned by others. You will need to determine when drawing a calendar of business when tasks are required to be completed. A committee may need to report to another committee by a particular time in the semester. Items will need to be considered at the meeting for recommendations to be made to the sub-committee. If a report is required by the committee, the Committee Secretary will be required to prompt individuals each year and to set deadlines for the report. Establish a good working relationship with the Chair The most important area in a committee’s effectiveness is the relationship between the Secretary and the Chair. The Chair should be well briefed and promptly follow up any actions the chair as requested. You should do what is required and outline the ground rules between yourself as Committee Secretary and the Chair, and the way they want to be managed. When the Chair decides a deadline or circulation of the papers, you must comply with the plan.

Membership The committees are included in the organisational chart. It is imperative that you are aware that your members and the constituency that they represent. An ex-officio member does not have any length on the tenure. An ex-efficio that is not a member is only given a fixed-term appointment. You should be aware who appoints members and that they are replaced within an appropriate timeframe. You should be aware of the committee’s quorum. The committee is set out in the organisational structure and you should be familiar with those and the delegation of authority rules. When membership is established, put together a list of individuals that are not members of the committee but attend. Once this list is established, this will outline the number of sets of pages that are required to be produced. Agenda and papers should be published with Mod.Gov so that this can also be accessed by those not attending the meeting. 3.2

Before the meeting         

Meet with the Officer to agree a structured agenda. Work with the Officer to encourage contributions from members, ensuring that contributors are aware of the importance of paper deadlines. Decide how the meeting is to be paced so that appropriate time is given to agenda items. State the intended finish time on the agenda. Delete or defer agenda items if papers arrive after the deadline for receipt, unless previously notified of their late arrival. Discourage ‘tabled’ papers other than in exceptional circumstances. Read the papers carefully in advance of the meeting to be aware of the issues and check out any queries, inconsistencies, or potential controversy. Ensure papers clearly state what the Committee is being asked to do. Give final approval to papers prior to circulation.

The Agenda Meetings with the Chair As the Chair is busy and unable to meet people at short notice. Committee meetings will be organised a year in advance. Therefore, meetings should be made a year in advance. There should be one agenda setting meeting and one made prior to the meeting taking place and a day prior to the meeting for a Chair briefing. Drawing up the Agenda This is the calendar of business. There will be standing items for each semester. There should be matters arising for the meeting or new items of business. The agenda is agreed at the agenda setting meeting. Any items that come in after the deadlines, check with the Chair to determine if they are willing to put the item on the agenda. You should agree the agenda for the five sections. 1.

First section is standard business which is the minutes of the last meeting and matters arising.

Second section is the substantive business where you want the committee to consider items and decisions.

Third section is the committee seeking to approve items when discussion is not required. There should be an indication that committee member are able to request items under this section (and following) to be discussed at the meeting. Or else this section should not be discussed and the item should be approved by default.

Fourth section is items for information.

Any other business – check the Terms of Reference on the number of Any Other Business to be managed. In some cases, committees will not present AOB unless advance notice is provided.

Coversheet Papers presented to the committee should have a coversheet. The purpose is to provide a summary of the items that are to be considered by the committee. This will enable the committee to quickly view what the items is about and the action to be taken by the committee. There are five main actions to be included in the coversheet. 

To approve under the Terms of Reference this is when the committee has authority.



To recommend when the committee has not got authority to make decisions and should make a recommendation to a sub-committee.



To consider when the committee is being asked to discuss the paper however does not have to agree or recommend an action to be taken.



Note this is when the committee is asked to make a note on the paper that does not require consideration or action.



When the committee is receiving an oral/written report there are other actions i.e. committee to receive the report note the information and consider the recommendations.

Papers for the meeting Papers are in various sources and states. You can challenge what is written down and seek clarification from the author if you do not believe the information is correct. If you are not able to follow what is written, then they will not be able to follow it. As in some cases, papers are written with short notice, there is a potential that they are not proof-read and in compliance with the university. Papers that are late can be a cause of concern. Papers that arrive late can be problematic. Due to the timeframes, papers maybe circulated without them being read. If there are any mistakes, then a decision must be made to circulate a corrected version or report the changes. This decision can be made by the secretary. There should be no other papers circulated other than those by the secretary. The Chair consults with the secretary on whether the paper circulated is the final version. Deadlines for papers should be realistic, these will need to be read by the Secretary before briefing the chair. Deadlines should be set for the papers prior to the agenda setting meeting, as the Chair will ask about the content of the agenda. Additional information may be required, so it will be good to have knowledge of the business. Annotated Agenda The Secretary should organise a meeting with the Chair to brief the Chair on items of business. This should take place prior to the meeting. If it is too early, then the Secretary will be unable to produce the annotated agenda. If it is too late, there is the potential that there will be difficulties in following up actions or points of clarification prior to the meeting. The agenda should provide clear guidance to the Chair. There should be short phrases for the Chair to read for any background on items and forward to the committee. With each item there should be a record of what the committee is being asked to undertake. Despatching Papers Committee papers should be circulated for members to digest the information. Papers should be circulated one week prior to the meeting. Papers should not be circulated just before the meeting or substitute papers tabled that require important decision-making. Even though you have written the paper, you should not assume others have had the time to read and digest it. As committee members

are busy, there should not be the expectation that they will read the papers. Furthermore, it can be stressful for the secretary to deal with late paperwork. Particularly, if you are not involved with the key business of the paper. This is due to the fact the timeframe may not allow for information to be absorbed or in order to provide a professional brief to the chair. In addition, to set out the rules with the chair in the circulation of late papers. At the Meeting         

Sit next to the Officer in order to be able to brief them and receive any instructions. Start the meeting on time and state when the meeting will finish. Meetings, except for the University Executive Board, should not normally exceed two hours. Make introductions where appropriate. Facilitate a balanced discussion. Strive to make meetings reasonably short and focused and ensure that priority is given to items of major concern or urgency. Remain impartial. Sum-up succinctly at the end of each item, so that all presents are clear about what has been decided. Make clear what is to happen next, who will be responsible and state a timescale for completion of actions.

Note Taking Meeting note should include the person making comments. If you do not follow the discussion you need to identify points after where you will be reminded to go to an individual for clarification. The secretary should approach individuals for their advice on minutes. Attendees at the Meeting There may be a requirement for specialist input from officers with expertise. It will be useful for an invitation to be sent in order to talk to the item and advise the committee. When putting together the agenda, you should agree with the chair for any attendees and check diaries to ensure they are available to attend. Record of the meeting: The Minutes Official Record The minutes of the meeting are an official recording of the business of the university. The minutes should be concise and official recording of the business of the university. The minutes should show the discussion for the reader to understand the context. Structure of the Minutes The Minute heading should have the same title as the Agenda heading for an Agenda and Minutes to be cross referenced. This will enable you to return to the minutes later. If there is an item has been withdrawn or not dealt with (E.g. an absent paper), there should be an aligned minute stating the outcome. It is useful as an absent minute can highlight that the Secretary has not included a minute and it saves time seeing what happened. Format of the Minutes There is a standard format setting out the minutes that are divided in four subsets: a. Setting out a paper number that the committee received. b. To provide short background information, if this is necessary. c. The key points should be recorded of the discussion. d. The decision of the committee should be set out (E.g. note, approve, recommend). e. The date when a decision is effective should be included.

Chair’s Approval The Chair (and the Chair only) have the responsibility of approving the minutes, these should not be distributed until the minutes have been approved. When should the Minutes be published? The first draft of the minutes should be completed in a week of the meeting and forwarded to the Chair. Minutes should be written in a timely fashion; the Secretary will highlight points that are clear in their mind and included in the record of the meeting. Minutes have been signed by chair as accurate (it is the Committee that approves the minutes). This enables the Secretary to provide communication appropriate action to taken during the meeting. Timely production of the minutes that have been signed by the chair as an accurate record. Although it is the committee at the next meeting that formally approves the minutes). It also enables the secretary to communicate the action to be taken that follows the meeting. Follow up from the meeting: the action As important as the meeting is, the action taken following the meeting is also important. The committee makes important decisions so that if you do not inform anyone or make an omission. The meeting is just as important as the action to be taken following the meeting. The committee should not make important decisions if they do not inform anyone or do not ask colleagues to act. The three forms of actions are: Recommendation to other bodies The Committee may make recommendations to other bodies. The report will need to be written in a style required for another body. Generally, replicating the minute is not the way forward, it is best to write a tailored report with clear recommendations. Annual Report Often the committee is required to write an annual report to another body (this is a parent Committee). You should make sure that you know the body requiring the report and when this is required (this should be linked back to the calendar of business). You should not wait to the end of the year before starting on the report. This can be compiled after every meeting and built up over the year. Follow up from meetings Communication is important following every meeting. Do not assume everyone will want to read your minutes. You should write directly to the individuals, otherwise, decisions that need circulating may be lost. A memo or email should be forwarded to the person that i. is required to act and ii. is informed about the decision. The memo should be copied to those affected/interested. As well as providing an extract to the minutes, you also need to include who will action. This should be completed after the Chair has approved the minutes. To keep track of actions in meetings, make a record the in the matters arising log. This can be used by the Chair to refer to the start of each meeting that are under matters arising and progress with the agreed actions. 4.

Guidance for Officers The Officer undertakes all administration regarding the Committee and creates and maintains records. They assist the Chair in facilitating the effective operation of the Committee’s business.

4.1

Tasks for the Corporate Governance        

4.2

Before the meeting         

4.3



Sit next to the Chair in order to be able to brief her/him and receive any instructions. Make a note of attendees. Read list of apologies received. Take minutes/notes. (See ‘Minutes and Action List’ Section 6) Where necessary, leave the meeting at the appropriate time to invite ‘external’ presenters to enter and present their items. If a Committee member speaks quickly from a prepared script, ask for a copy. Request copies of any presentations for circulation to members and as an aide to minute writing

After the meeting (See ‘Minutes and Action List’ Section 6)    

Work with the Chair to encourage contributions from members, setting deadlines for submission of agenda items and the receipt of any papers to be circulated. Draft an agenda, ensuring agenda items are brought forward where necessary and meet with the Chair to agree it. (Agenda setting meeting) Ensure that any items submitted after the agenda has been agreed are only included or tabled with the express permission of the Chair. Advise item presenters who are not Committee members, of the approximate time that their item will run and inform them of the meeting location. Ensure that the agenda and all papers are available in on Mod.gov at least five working days before the meeting. Receive and record any apologies from members. Read the papers circulated for the meeting. Agree with the Chair an appropriate form of records, e.g. minutes, notes, resolutions, action plans etc. Arrive 20-30 minutes before the meeting is due to start to check that the room layout is satisfactory, that any equipment requested has been set up and is functioning and any refreshments ordered have arrived.

At the meeting     

4.4

Familiarise yourself with the remit and powers of the Committee and its relationship to other Committees. Arrange for the appointment of members in liaison with the Chair. Maintain an up-to-date list of membership, including category and length of tenure. Book appropriate rooms for meetings; order refreshments if required. Make a note of any booking references and take these to the meetings. Ensure papers are distributed. Attend meetings and take notes of proceedings. Follow up progress with actions. Maintain archive records of the Committee according to the University’s document retention schedule.

Submit draft minutes to the Chair of the Committee for approval no later than five working days following the meeting. Circulate the draft minutes to members within ten days of the meeting. Arrange for confirmed minutes to be made available electronically to members. Follow up actions.

Conduct at meetings



Committee members who have a personal interest in an agenda item/discussion should make a declaration of interest at the beginning of the meeting.

  6.

Attendees should contribute constructively to discussions. The Chair, at their discretion, may impose a limit of time on the debate of an item or on individual contributions, either before or during the course of any discussions.

Agenda

    6.1

6.2

All committees are to use the Agenda template (see Templates section). The construction and ordering of agenda items should facilitate the discussion of major items early in the meeting. An agenda should be issued not less than five working days before the meeting is due to take place. Items of Any Other Business should normally be sent to the Chair and Officer at least 48 hours prior to the meeting. Papers, Reports and Supporting Documents



Proposed items of business, reports and supporting documents should be submitted the officer of the Committee, together with a coversheet (template at Appendix 1) not less than seven working days before the meeting to enable electronic distribution. The coversheet should summarise the paper and indicate what the committee is being asked to do e.g. approve, receive for information.



All items should have a cover sheet (see Templates section).



The tabling of papers will not normally be accepted at meetings. W here they are, it should be at the discretion of the Chair and notification of at least 48 hours should be given to the Chair and Officer, prior to the meeting.



All papers, reports and supporting documents should normally be issued electronically, by the Officer not less than five working days prior to the meeting subject to the receipt of the aforementioned information.

Minutes and Action List   

   



The minutes of meetings should record formally the time of business reports, actions, propositions and resolutions of the committee. When recording minutes, an explanation of any acronyms should be included the first time they are used in each meeting e.g. Offices of the Vice-Chancellor (OVC). When confidential information has been discussed, a separate set of minutes should be kept by the Officer and only distributed when requested and with regards to the Freedom of Information Act. Minutes should be written in the third person, passive voice. Minutes should be written in the order set in the agenda, regardless of the order of discussion. Any additional items should be included under ‘Any Other Business’. Draft minutes of meetings should be submitted to the Chair of the Committee for approval no later than six working days following the meeting. The Chair of the committee should approve/amend draft minutes no later than seven working days after the meeting to enable the Secretary to release electronically the draft minutes to members ten working days after the meeting. An action list should normally be completed following each meeting stating: timescale, person(s) responsible and minute to which the action is linked. The action list should be based upon the draft minutes approved by the Chair and distribute with these minutes. Any amendments made to the minutes at the next meeting should be recorded, the status changed to ‘approved’ when agreed and published in an agreed location under the date of the meeting where the minutes were approved. In the case of minutes published on the web, minutes should be filed under the meeting date.

  

Wherever possible minutes, papers and action lists should be made available electronically for members. Confirmed minutes should be forwarded to Chairs of allied and senior committees and followed up to ensure action is taken where required. Minutes of allied and subordinate committee meetings should be forwarded to the Officer of the senior committee for inclusion as a standing agenda item.

Working Parties/Groups

7.1

Where a Working Party/Group is deemed necessary by the committee and approved by the Chair, the membership, Terms of Reference and timescales should be clearly set at the time of their establishment and submitted to Corporate Governance (governance@wlv.ac.uk).

7.2

Any changes in membership or Terms of Reference should be notified to the Head of Corporate Support (governance@wlv.ac.uk).

7.3

Wherever possible the membership of the Working Party/Group shall include a member of the appointing Committee.

7.4

A member or members of the Working Party/Group should keep notes of the proposals, decisions and action of the meetings.

7.5

Working Parties/Groups will be responsible for reporting back to their establishing committee.

Templates

Committee

Title Author of Paper (name, post) CMT Lead (name, post) Presenter (name, post) Purpose of Paper (receipt/discussion/ recommendation/approval) Previously Considered by Executive Summary

Related University KPIs .

Related University Corporate Risks Please outline which Corporate Risks are affected by this paper (if any) and whether it increases or decreases the likelihood or impact of the risk. For a copy of the CRR please email governance@wlv.ac.uk

Resource Implications (Finance/Staff/Time)

Impact assessment Please rate the impact of the paper upon the following areas with justification. A moderate or major risk requires a statement describing how the impact will be mitigated. Area Student Satisfaction Equality and Diversity Business Continuity Staff satisfaction

Impact Benefit/No Impact/ Moderate Risk/ Major Risk Benefit/No Impact/ Moderate Risk/ Major Risk Benefit/No Impact/ Moderate Risk/ Major Risk Benefit/No Impact/ Moderate Risk/ Major Risk

Justification/mitigation

OfS Conditions of Registration To maintain our OfS registration, the University is required to comply with the OfS Conditions of Registration which can be found at https://www.officeforstudents.org.uk/advice-andguidance/regulation/conditions-of-registration/initial-and-general-ongoing-conditions-ofregistration/ Please list any Conditions of Registration which apply to this paper, and rate the impact of this paper with justification (delete conditions not relevant)

Communication Is this paper for Cascade? (please tick one) ☐No ☐Yes – CMT Only ☐Yes – Faculty and Directorate Senior Teams only ☐Yes – all Staff ☐To be centrally communicated by External Relations

Action required by the Committee

Terms of Reference

Board of Governors Constitution and Terms of Reference ___________________________________________________________________ 1. Purpose The Terms of Reference for the Board are derived from the Instrument and Articles of Government The Board operates through a Committee structure which is self-determined, except for the Audit Committee which is a regulatory requirement. The Board of Governors remains ultimately accountable and responsible for the actions and discussions taken by the Committees, Boards or persons to whom it has delegated its responsibilities. It is collectively responsible for overseeing University activities, determining its future direction, and fostering an environment in which its mission is achieved and the potential of all learners is maximised. ________________________________________________________________ 2. Terms of Reference Governance 2.1 2.2 2.3 2.4 2.5 2.6 2.7 2.8 2.9 2.10 2.11 2.12 2.13 2.14 2.15 2.16 2.17 2.18 2.19 2.20 2.21 2.22 2.23 2.24 2.5

Ensure the Board’s business is conducted in accordance with the Nolan Principles of Public Life and any other acknowledged best practice in the area of governance. Ensure that the Board’s business is conducted in accordance with the Values within CUC Code of Governance. Ensure that the University delivers, in practice, the public interest governance principles that are applicable to it. Determine the educational character and objects of the University. Approve, vary or revoke the Instrument of Government and Articles of Government. Approve Board Regulations (other than Academic Regulations). Approve Byelaws with regards to the government and conduct of the University. Establish Committees of the Board. Approve the composition of Academic Board. Establish processes to monitor and evaluate the performance and effectiveness of the Board, and University governance. Ensure there is an effective framework in place to ensure all staff and students have the fullest opportunity to engage with the Board. Appointment and removal of the Chancellor. Appointment and removal of Pro Chancellors. Determination of membership classes and numbers of the Board of Governors. Ensure the membership, profile and diversity of the Board is reflective of the University’s staff, student and community profile. Appointment of members of the Board. Appointment of Chair and Deputy Chair of the Board. Ensure there are measures in place for the Chairs duties to be conducted in the absence of the Chair. Appointment of a Senior Independent Governor (SIG). Establish the duties of the Senior Independent Governor. Termination of the tenure of any person as a Governor. Establish processes to monitor and evaluate the performance and effectiveness of the Board. Determination of allowances to be paid to members of the Board. Establish a competency matrix of desired skills and/or experience required to be present within the board membership and monitor the actual position. Establish a process for the annual appraisal and performance management of individual Board members.

Culture 2.6

2.7

Ensure the Board promotes a sense of belonging for all board members, based on respect, equal opportunities, diversity and inclusivity, and which meets the needs of specific groups of board members. Safeguard the good name and values of the University.

Receive assurance that the University's values are practiced throughout the organisation. Legal 2.8

2.9 2.10 2.11

2.12 2.13 2.14 2.15

Ensure the University: a) meets the legal and regulatory requirements imposed on it; and b) complies with its Instrument of Government, Articles of Government and that appropriate advice is taken to enable this to happen. Act as trustee for any property, legacy, endowment, bequest or gift in support of the work and welfare of the University. Ensure there is a framework in place to produce high-quality and robust data to meet all relevant legal and regulatory requirements. Ensure effective arrangements are in place for the management of information which meet ethical standards, Freedom of Information requirements and other legislation on the use and protection of data. Ensure the Board delegates its authority appropriately. Approve Regulations for the use of the Seal. Approve the University’s membership of any joint venture or company either through subscription or share purchase. Approve nominations of members of the Board, as representatives of the University, onto other Boards or organisations.

Compliance 2.16

2.17

2.18 2.19

2.20

2.21 2.22 2.23 2.24 2.25

Ensure the University has in place an effective Scheme of Delegation recording the delegated authority to:  The Board’s Committees;  The Vice Chancellor for day-to-day academic, corporate, financial, estate and human resources management; and  Members of the Senior Leadership Team. Ensure there are systems of control and accountability for:  Financial and operational controls (to include Fraud/Counter Fraud and Financial Security Management),  Risk Management policies and strategies;  Corporate Risk Register;  Business Continuity Plans; and  Emergency Response Plans. Ensure the University has adequate and effective management and governance arrangements to continue to comply with all of the OfS Conditions of Registration. Ensure the University meets the requirements falling upon it in respect of:  public funding issued by bodies;  conditions of funding as set by regulators; and  other major institutional funders including income from the Student Loan Company. Ensure there is an effective framework in place to demonstrate the use of funds received by the University:  in line with the principles of regularity, propriety and value for money;  a robust system of financial control and governance; and  assurances of social, financial and environmental objectives, e.g. those which support a sustainable environment, the widening of access and participation and civic engagement;  ensuring effective control and due diligence takes place in relation to institutionally significant external activities, for example commercial transactions, collaborations with HEIs in other countries; and  supporting institutional success and the safeguarding of its assets. Monitor and seek to secure the financial sustainably of the University. Ensure that proper books of account are kept. Approve the annual estimates of income and expenditure and the annual accounts. Approve the audited accounts. Monitor performance against the annual budget.

2.26 2.27 2.28 2.29 2.30 2.31 2.32 2.33 2.34

2.35 2.36 2.37 2.38 2.39 2.40 2.41 2.42 2.43 2.44 2.45 2.46 2.47 2.48 2.49 2.50 2.51 2.52 2.53

The authorisation of expenditure in excess of £2.5M to include the potential total expenditure under any lease. The authorisation of the disposal of any asset of the University including by way of lease worth in excess of £2.5M. The authorisation of contracts worth in excess of £2.5M and the related expenditure. Monitor the progress of projects above a total value of £2.5M. Ensure there is a framework for tuition fees and other fees payable to the University. Engage in the development of the University’s strategy and formally approve the Strategic Plan. Ensure the Strategic Plan is supported by plans or sub-strategies enabling sufficient financial, physical, human and information resources to support the University's aims and objectives. Approve the Strategic Plan’s key performance indicators (KPIs), ensuring that these meet the interests of stakeholders. Ensure the University has a framework in place to monitor and evaluate the performance and effectiveness of the University against the Strategic Plan, sub-strategies and KPIs, which should be, where possible and appropriate, benchmarked against other comparable institutions. Oversee the recruitment of the Vice Chancellor. Suspension and discipline (including termination of employment) of the Vice Chancellor. Oversee the recruitment of the University Secretary. Suspension and discipline (including termination of employment) of the University Secretary. Oversee the right of appeal in the case of suspension, discipline and dismissal of a member of the Senior Leadership Team, including the hearing of any such appeal. Ensure there is a framework in place for the pay and conditions of service of all members of staff. Promote respect, equality of opportunity, inclusivity and diversity for members of staff. Ensure there is a framework in place relating to the conduct of staff (after consultation with staff). Determination of procedures for the dismissal of staff (after consultation with staff). Determination of grievance procedures (after consultation with staff). Ensure there is a procedure in place for an Independent Governor to sit on the interview panel with the Vice Chancellor for the appointment of the Senior Leadership Team and Senior Staff. Receive an annual report on equality, diversity and inclusivity. Ensure there is an effective framework in place for the Health and Safety of members of staff, students and other persons on the University’s premises or where a duty of care exists. Approve the University’s Health and Safety Strategy and receive an annual report on its implementation and compliance. Ensure there is an effective decision-making framework in place to enable risk-based decision making, to mitigate against adverse reputational impact and ensure the University’s sustainability. Ensure the University has in place a Policy Framework which ensures the required methods of governance of the University are communicated and followed by the organisation as a whole. Ensure the University has policies and procedures in place which support the delivery of its strategy in environmentally responsible and sustainable ways. Approve designated Policies and Procedures that have a significant impact upon the University as set out in the Board Regulations. Ensure the University has an effective framework in place for the management and monitoring of quality assurance of the regulatory data returns.

Appointment 2.54 2.55 2.56

Approve the appointment of the Internal and External Auditors. Approve the remuneration of Internal and External Auditors. Approve the appointment of any specialist consultant or contractor required to assist the Board in the discharge of its duties where spend could reasonably be expected to exceed £250K.

Annual Review 2.57 2.58 2.59 2.60 2.61

Receive the annual report of the Audit and Risk Committee. Receive the annual report of the Internal Audit Service. Receive the annual report of the External Audit Service. Receive assurance that academic governance is robust and effective. Receive assurance on academic standards and the integrity of academic qualifications.

2.62

Receive assurance that specific academic risks (such as those involving partnerships and collaboration, recruitment and retention, data provisions, quality assurance and research integrity) are being effectively managed. Maintain and protect the principles of academic freedom and freedom of speech.

2.63

Academic Quality & Risk 2.64

Monitor the delivery of academic quality through reports from the Academic Board on the activities of the Academic Board and its subcommittees. Review, at least annually, a monitoring report and accompanying action plan from the Academic Board relating to the continuous improvement of the student academic experience and student outcomes, including evidence from the University’s periodic review processes which fully involve students and include embedded external peer or professional review. Ensure the methodologies used as the basis for improving the student academic experience and student outcomes are robust and appropriate. Ensure, on the basis of reports from the Academic Board, that the standards of awards for which the University is responsible have been appropriately set and maintained.

2.65

2.66 2.67

Students 2.68 2.69 2.70

Promote respect, equality of opportunity, inclusivity and diversity for all students. Ensure there is provision for the general welfare of students in consultation with Academic Board. Approve a Student Protection Plan to protect the interests of students in the event that the University has to change or close a course, withdraw from an area of activity, or exit the higher education market. Ensure the establishment of an appropriate Safeguarding Policy Framework and receive annual reports on its use and continued suitability. Ensure the University meets its statutory obligations in respect of PREVENT.

2.71 2.72

Students’ Union Approve the Relationship Agreement between the University and the Students’ Union. Receive the annual accounts of the Students’ Union and monitor the financial and other affairs of the Students’ Union, ensuring that the Students’ Union operates in a fair and democratic manner and is accountable for its finances.

2.73 2.74

___________________________________________________________________ 3. Composition

Membership o o o o o

Twelve Independent Governors Three co-opted Members, of whom one is a person not being staff or student having current experience in Education; one is nominated by the teaching staff; and one by the non-teaching staff of the University Vice-Chancellor Two members nominated by Academic Board Two student nominees

In Attendance o o

University Secretary Officer (OVC)

Quorum 3.1

Eight members, five of whom must be Independent Governors.

4. Administration 4.1

Meetings shall normally be held at least six times each academic year. The Chair may convene additional meetings of the Board to consider business that requires urgent attention.

4.2

The University Secretary and Clerk to the Board will be in attendance.

4.3

The Agenda will be circulated with papers at least 5 working days before the meeting. The Agenda will be approved by the Committee Chair prior to circulation. Requests for non-routine agenda items are to be forwarded to Head of Corporate Governance normally at least 10 working days prior to the meeting. The following will also receive a copy of the papers:  All members of the Committee  Deputy Vice-Chancellor (where the Vice-Chancellor is unable to attend a meeting)

4.4

The Head of Corporate Governance, has responsibility for:  Keeping a record of matters arising and issues to be carried forward.  Producing an action list following each meeting and ensuring any outstanding action is carried forward on the action list until complete.  Producing a schedule of meetings to be agreed for each calendar year and making the necessary arrangements for confirming these dates and booking appropriate rooms and facilities or on-line arrangements.  Providing appropriate support to the Chair and Committee members.  Providing notice of each meeting and requesting agenda items no later than 7 days before a meeting.  Agreeing the Agenda with the Chair prior to sending the Agenda and papers to members no later than 5 working days before the meeting. ___________________________________________________________________ 5. Responsibilities of the Members 5.1

Identify agenda items for consideration by the Chair at least 10 days before the meeting.

5.2

Prepare and submit papers for a meeting at least 7 days before the meeting.

5.3

If unable to attend, send their apologies to the Head of Corporate Governance prior to the meeting.

5.4 5.5

When matters are discussed in confidence at the meeting, maintain such confidences. At the start of the meeting, declare any conflicts of interest/potential conflicts of interest in respect of specific agenda items (even if such a declaration has previously been made in accordance with the University’s policies and procedures).

6. Monitoring of University-level Risk 8.1

8.2

The objectives are to:  Continuously develop risk management to raise its profile across the University  Further integrate risk management into the culture and decision making of the University  Manage risk, including the University’s risk appetite ___________________________________________________________________ 10. Review 10.1

The Terms of Reference will normally be reviewed annually by the Board of Governors, with recommendation on changes submitted to the Board of Governors for ratification.

VERSION: Approved Date: Review Date:

AUTHOR/ OWNER: Approved By:

Chair & University Secretary

Audit and Risk Committee Constitution and Terms of Reference ___________________________________________________________________ 1. Purpose The Governing Body has established an Audit and Risk Committee as a Committee of the Board to support them in their responsibilities for issues of risk, control and governance by reviewing the comprehensiveness of assurances in meeting the Board and Accountable Officer’s assurance needs to include (i) adequate financial and other management controls in place, (ii) achieving value for money in its activities and, (iii) exercising adequate control of risks through the active planning, management and assessment of risk, reviewing the reliability and integrity of these assurances. The Committee will operate at a strategic level as the Executive is responsible for the day-to-day operational delivery and management. Additionally, the Board of Governors may request that the Committee reviews specific aspects of performance where the Board requires additional scrutiny and assurance. ___________________________________________________________________ 2. Terms of Reference External Auditors 2.1

2.2

2.3

Advise the Board on the appointment of External Auditors, the extent of the Auditor’s duties and planned scope of work, the audit fee, the provision of any non-audit services by the External Auditors and any questions of resignation or dismissal of the External Auditors. Discuss with the External Auditors, before the audit begins, the nature and scope of the audit, problems and reservations arising from the interim and final audits, including a review of the management letter incorporating management responses, and any other matters the External Auditors may wish to discuss (in the absence of management where necessary). Monitor annually the performance and effectiveness of the External Auditors, including any matters affecting their objectivity, and to make recommendations to the Board concerning their reappointment, where appropriate.

Internal Auditors 2.4

2.5

2.6 2.7

Consider and advise the Board on the appointment and terms of engagement of the Internal Audit Service, the extent of the Auditor’s duties and planned scope of work, the audit fee, the provision of any non-audit services by the Internal Auditors and any questions of resignation or dismissal of the Internal Auditors. Review the Internal Auditors’ Audit Risk Assessment and strategy; to consider major findings of Internal Audit reviews and management's response; to promote co-ordination between the Internal and External Auditors; and to ensure that the resources made available for Internal Audit are sufficient to meet the University’s needs (or make a recommendation to the Board as appropriate). Review the annual report of the Internal Audit service and, if appropriate, recommend it to the Board. Monitor annually the performance and effectiveness of the Internal Auditors, including any matters affecting their objectivity, and to make recommendations to the Board concerning their reappointment, where appropriate.

Compliance 2.8

Advise and make recommendations to the Board on the monitoring and effectiveness of the systems of: a) Financial and operational controls (to include Fraud/Counter Fraud and Financial Security Management), b) Risk Management policies and strategies; c) Corporate Risk Register; and d) The effectiveness of Business Continuity Plans; and e) Emergency Response Plans

2.9 2.10 2.11 2.12 2.13

Keep under review the effectiveness of management strategies, policies and plans to ensure statutory and regulatory compliance. Monitor the implementation of agreed audit-based recommendations, from whatever source. Advise the Board on the effectiveness of the External Returns Framework for the management and quality assurance of regulatory data returns. Satisfy itself that satisfactory arrangements are in place to promote economy, efficiency, value for money and effectiveness. Receive reports from Internal Audit, External Audit and any other sources in connection with the management and quality assurance of data submitted to Higher Education Statistics Agency, the Office for Students, the Student Loans Company and other bodies.

Annual Review 2.14 2.15

2.16

Review the External Auditors’ management letter, the Internal Auditors' Annual Report, and Management Responses. Consider the Annual Financial Statements in the presence of the External Auditors, including the Auditors’ formal opinion, the Statement of Members’ Responsibilities and the Statement of Internal Control, in accordance with Office for Students’ Accounts Directions. Write an annual report of the Audit and Risk Committee activity for submission to the Board and the Office for Students.

Financial Management 2.17 2.18

Advise and make recommendations to the Board regarding approval of the annual financial statements. In the event of the merger or dissolution of the institution, to ensure that the necessary actions are completed, including arranging for a final set of financial statements to be completed and signed.

Policy 2.19

To review and approve the following University’s policies:       

Fraud/Counter Fraud Business Continuity Emergency Response Risk Management Whistle-blowing Anti-Bribery Gifts and Hospitality

Appointment 2.20

Approve the appointment of any specialist consultant or contractor required to assist the Board in the discharge of its duties where spend could reasonably be expected to exceed £250K.

Risk Management 2.21 2.22 2.30

To ensure any perceived high risks associated to the responsibilities of this Committee are incorporated into the University Corporate Risk Register. To oversee and monitor the effectiveness of measures which have been put in place around any high risk areas, relevant to the responsibilities of this Committee, in the University Corporate Risk Register. To give assurances to the Board relating to the management of risk and corporate governance requirements of the organisation

___________________________________________________________________

3. Composition 3.1

The members of the Audit and Risk Committee and its Chair are appointed by the Board of Governors, from among its membership, and shall consist entirely of members having no executive responsibility for the management of the institution.

3.2

The Chair and Deputy Chair of the Board of Governors cannot be members of the Audit and Risk Committee but will receive papers and can be requested to attend and speak at meetings. Elected Staff and Student representatives cannot be members of the Audit and Risk Committee. Members should not have any pecuniary or other financial interest in the institution.

3.3

At least one member should have recent and relevant experience of finance, accounting or auditing. Subject to the restrictions in clause 3.1, the Audit and Risk Committee may, if it considers it necessary or desirable, co-opt members with particular expertise either generally or specifically. Such individuals will be referred to as “nominated members” and will be full members of Audit Committee and included in quorum.

Membership 3.4

Committee members are: o o o

Chair of the Board of Governors (Independent Governor) Independent Governor x 3 Co-opted Members x 2

Quorum 3.4

The quorum shall be 50% of the membership (rounded up) and there shall be two Independent Governors present.

3.5

“Independent Governor” refers to a Governor who is not the Vice Chancellor, a Staff or Student Governor.

Papers 3.6

All members of the Committee Chair University Registrar

___________________________________________________________________ 4. Administration 4.1

Meetings shall normally be held at least four times an academic year. The Chair may convene additional meetings of the Committee to consider business that requires urgent attention.

4.2

The Clerk to the Board, the External Auditors or Internal Auditors may request an additional or extraordinary meeting of the Audit Committee;

4.2

The University Secretary and Clerk to the Board will be in attendance.

___________________________________________________________________ 5. Responsibilities of the Members 5.1

Identify agenda items for consideration by the Chair at least 10 days before the meeting.

5.2

Prepare and submit papers for a meeting at least 7 days before the meeting.

5.3

If unable to attend, send their apologies to the Head of Corporate Governance prior to the meeting.

5.4

When matters are discussed in confidence at the meeting, maintain such confidences.

5.5

At the start of the meeting, declare any conflicts of interest/potential conflicts of interest in respect of specific agenda items (even if such a declaration has previously been made in accordance with the University’s policies and procedures).

6. Authority 6.1

6.2

The Committee is authorised to obtain such internal information as is necessary and expedient to the fulfilment of its Terms of Reference.

6.3

The Committee has no executive powers other than those specifically delegated in these Terms of Reference. ___________________________________________________________________ 7. Reporting 7.1

The Committee will have the following reporting responsibilities:

7.2

Provide a Chair’s Report to the Board after each meeting highlighting the progress of Committee business.

7.3

Provide the Board with an annual report setting out how the Committee has discharged its obligations and duties under its Terms of Reference, highlighting key areas of delivery and any non-delivery. ___________________________________________________________________ 8. Monitoring of University-level Risk 8.1

8.2

The Terms of Reference will normally be reviewed annually by the Governance and Nominations Committee, with recommendation on changes submitted to the Board of Governors for ratification.

VERSION: Approved Date: Review Date:

AUTHOR/ OWNER: Approved By:

Chair & University Secretary

Student Affairs Committee Constitution and Terms of Reference ___________________________________________________________________ 1. Purpose The role of the Student Affairs Committee is to promote student engagement and sense of community and to review, monitor and enhance student satisfaction and all aspects of the student experience; oversight and scrutiny of the University research and knowledge transfer. The purpose of the Committee is to provide the Board with an objective review of the student experience at the University and oversee the delivery of performance, including taking any decisions delegated to it. The Committee will operate at a strategic level as the Executive is responsible for the day-to-day operational delivery and management. Additionally, the Board of Governors may request that the Committee reviews specific aspects of performance where the Board requires additional scrutiny and assurance. The key responsibility of the Committee is to provide assurance to the Board of Governors on student experience utilising best practice metrics that support robust governance processes. ___________________________________________________________________ 2. Terms of Reference Function Advise and make recommendations to the Board on approval of the Students’ Union constitutional documents. Advise and make recommendations to the Board on the Relationship Agreement between the University and the Students’ Union.

2.1 2.2

Student Experience 2.3

2.4 2.5 2.6 2.7 2.8 2.9 2.10 2.11 2.12 2.13

Monitor student engagement and satisfaction, using analysis of the National Student Survey (NSS), the Postgraduate Taught Experience Survey, Postgraduate Research Experience Survey and other surveys and indicators to identify priority enhancements. Ensure the University promotes a sense of belonging for all its students, based on respect, equal opportunities, inclusivity and diversity, and meets the needs of specific groups of students. Review and scrutinise the University’s annual priorities relating to student services e.g. wellbeing. Monitor the identified ways to improve the learning experience of students. Receive and consider reports from the University of Wolverhampton Students’ Union on its plans and activities. Consider student welfare and wellbeing issues, facilities for students and the student voice. Keep under review and scrutinise at least annually, the University’s actions to close the award gaps in line with the Access and Participation Plan. Undertake an annual review of complaints and appeals including from the Office of the Independent Adjudicator for HE. Review and scrutinise at least annually, the University’s actions to deliver on its targets for employment outcomes for its students. Monitor the Students and Education sub-strategy of the Strategic Plan 2030. Engage in dialogue with different groups of students in order to better understand their lived experiences.

Frameworks 2.14

Monitor the preparations for the Research Excellence Framework, Teaching Excellence Framework and Knowledge Excellence Framework and progress on metrics related to the Frameworks.

Compliance Advise the Board of Governors on its statutory obligations with regard to the Students’ Union (SU), particularly the requirements of the Education Act 1994, and specifically: o All matters concerning the SU’s Constitution which should be reviewed every five years. o All matters concerning the SU Code of Practice which should be reviewed every five years. o Ensuring that the Students’ Union operates in a fair and democratic manner.

2.15

To receive the report of the Returning Officer following each set of elections.

Regulatory Compliance 2.16 2.17 2.18 2.19 2.20 2.21 2.22

Advise the Board of Governors on other regulatory requirements that involve students and may require discussion and scrutiny with the Students’ Union. Advise the Board in respect of its statutory obligations in respect of Freedom of Speech. Advise the Board in respect of its statutory obligations in respect of PREVENT. Advise the Board in respect of its statutory obligations in respect of Safeguarding. To advise the Board of Governors on issues in relation to its Office for Students registration in respect of the development of the Student Protection Plan. To advise the Board of Governors on issues in relation to its Office for Students registration in respect of the approach to the Electoral Registration. To advise Board of Governors in relation to other regulatory requirements e.g. Office for Standards in Education (OFSTED), Education and Skills Funding Agency (ESFA).

Policy 2.23 2.24

Approve the University’s Safeguarding Policy. Approve the University’s PREVENT Policy.

Appointment 2.25

Approve the appointment of any specialist consultant or contractor required to assist the Board in the discharge of its duties where spend could reasonably be expected to exceed £250K.

Risk Management 2.26

To ensure any perceived high risks, associated to the responsibilities of this Committee, are incorporated into the University Corporate Risk Register. 2.27 To oversee and monitor the effectiveness of measures which have been put in place around high risk areas, associated to the responsibilities of this Committee, in the University Corporate Risk Register. ___________________________________________________________________ 3. Composition 3.1 3.2

There shall be at least four members of the Committee drawn from the Board of Governors. The Committee may request the Board of Governors to co-opt additional members who are not governors either for particular items, for the full academic year or on the same terms of appointment as Governor Members. The number of additional members must not be greater than the number of Governor Members of the Committee. The Chair and Vice-Chair of the Committee will be appointed by the Board of Governors. The Deputy Vice Chancellor (Student Experience), Director of Student and Academic Services and a member of the Students’ Union shall be invited to attend all meetings of the Committee. Other individuals will be invited to attend all or part of a meeting at the discretion of the Committee Chair.

3.3 3.4

Membership 3.5

The Committee members are: o o o o o

Independent Governors x 4 Co-opted Member Student Governor Academic Board Governor Ex-officio

Quorum 3.6 3.7

The quorum shall be 50% of the membership (rounded up) and there shall be two Independent Governors present. “Independent Governor” refers to a Governor who is not a staff or student Governor.

4. Administration 4.1

Meetings shall normally be held at four times each academic year. The Chair may convene additional meetings of the Committee to consider business that requires urgent attention. The University Secretary and Clerk to the Board will be in attendance. The Chair shall be empowered, following consultation, to deal with matters of urgency arising outside of the Committee meetings where it is not deemed advisable to await until the next scheduled meeting. Any matters of urgency dealt with under such action shall be reported to the next meeting of the Committee. The Agenda will be circulated with papers at least 5 working days before the meeting. The Agenda will be approved by the Committee Chair prior to circulation. Requests for non-routine agenda items are to be forwarded to Head of Corporate Governance normally at least 10 working days prior to the meeting. The following will also receive a copy of the papers:

4.2 4.3

4.4

o o o o o o 4.5

All members of the Committee Deputy Vice Chancellor (Student Experience) Director of Student and Academic Services Nominated member of the Students’ Union Chair University Secretary The Head of Corporate Governance, has responsibility for:

o o

Keeping a record of matters arising and issues to be carried forward. Producing an action list following each meeting and ensuring any outstanding action is carried forward on the action list until complete. o Producing a schedule of meetings to be agreed for each calendar year and making the necessary arrangements for confirming these dates and booking appropriate rooms and facilities or on-line arrangements. o Providing appropriate support to the Chair and Committee members. o Providing notice of each meeting and requesting agenda items no later than 7 days before a meeting. o Agreeing the Agenda with the Chair prior to sending the Agenda and papers to members no later than 5 working days before the meeting. ___________________________________________________________________ 5. Responsibilities of the Members 5.1 5.2 5.3

Identify agenda items for consideration by the Chair at least 10 days before the meeting. Prepare and submit papers for a meeting at least 7 days before the meeting. If unable to attend, send their apologies to the Head of Corporate Governance prior to the meeting and, if appropriate, seek the approval of the Chair to send a deputy to attend on their behalf. 5.4 When matters are discussed in confidence at the meeting, maintain such confidences. 5.5 At the start of the meeting, declare any conflicts of interest/potential conflicts of interest in respect of specific agenda items (even if such a declaration has previously been made in accordance with the University’s policies and procedures. ___________________________________________________________________ 6. Authority 6.1

6.2 6.3

The Committee is authorised by the Board of Governors to act within its Terms of Reference. The Committee is authorised to investigate any University activity within its Terms of Reference and is expected to make recommendations to the Board of Governors. All members of staff are directed to co-operate with any request made by the Committee. The Committee is authorised to obtain such internal information as is necessary and expedient to the fulfilment of its Terms of Reference. The Committee has no executive powers other than those specifically delegated in these Terms of Reference.

7. Reporting 7.1

The Committee will have the following reporting responsibilities: o o

The Committee Chair shall report to the Board of Governors on how it discharges its responsibilities by a summary after each meeting. Ensuring that a summary of its meetings is formally recorded and submitted to the Board of Governors. This shall be presented by the Chair who will bring to the Board of Governors specific attention any significant matters under consideration and make recommendations on any area within its remit. Provide the Board with an annual report setting out how the Committee has discharged its obligations and duties under its Terms of Reference, highlighting key areas of delivery and any non-delivery.

___________________________________________________________________ 8. Monitoring of University-level Risk 8.1

8.2

The objectives are to:  Continuously develop risk management to raise its profile across the University  Further integrate risk management into the culture and decision making of the University  Manage risk, including the University’s risk appetite. ___________________________________________________________________

9. Special Issues 9.1

To consider on behalf of the Board of Governors, any other matters as referred to the Committee from time to time by the Board. 9.2 To be aware that the Board of Governors and its Advisory Committees continue to have oversight and governance of all appropriate matters for the University of Wolverhampton. ___________________________________________________________________ 10. Review 10.1

The Terms of Reference will normally be reviewed annually by the Committee and recommended to the Governance and Nominations Committee, with recommendation on changes submitted to the Board of Governors for ratification.

VERSION: Approved Date: Review Date:

AUTHOR/ OWNER: Approved By:

Chair & University Secretary

Governance & Nominations Committee Constitution and Terms of Reference ___________________________________________________________________ 1. Purpose The Governance and Nominations Committee shall undertake on behalf of the Board of Governors objective scrutiny of the Board’s effective governance, manage the process for the selection of a new Vice Chancellor and to make recommendations to the Board of Governors for Pro-Chancellors, appointment and reappointment of new Governors, External Members, Advisory Committee members and subsidiary company directors. The Committee will operate at a strategic level as the Executive is responsible for the day-to-day operational delivery and management. Additionally, the Board of Governors may request that the Committee reviews specific aspects of performance where the Board requires additional scrutiny and assurance. ___________________________________________________________________ 2. Terms of Reference Function 2.1 2.2 2.3

Keep under review and advise the Board on the University’s governance arrangements, ensuring adherence to regulatory requirements and best practice. Develop processes for the Board’s periodic review of its own effectiveness. Monitor compliance with the Committee of University Chairs’ Higher Education Code of Governance and other relevant codes and best practice.

Board of Governors 2.4 2.5 2.6 2.7 2.8 2.9 2.10

Keep under review the size and membership of the Board and make recommendations to the Board as appropriate. Advise and make recommendations to the Board on all matters relating to the process for the appointment of Governors. Advise and make recommendations to the Board on all matters relating to the process for the termination of the tenure of any person as a Governor. Keep under review the membership, profile and diversity of the Board and undertake succession planning to ensure that vacancies on the Board are filled promptly by suitably qualified candidates. Oversee the recruitment process for potential candidates to join the Board and recommend the appointment of new Governors to the Board. Oversee the reappointment of Governors whose specified terms of office are coming to an end and make recommendations to the Board. Oversee and monitor the implementation of Governor Induction and training.

Committees 2.11 2.12

Advise and make recommendations to the Board on the remits of the Board’s committees and the effectiveness of the Board’s committee system. Review the membership of the Board’s Committees and recommend to the Board the appointment of Governors and co-opted members to Committees and the appointment of Committee Chairs.

Appointment of Vice Chancellor 2.13

2.14 2.15 2.16

To manage the selection of a new Vice Chancellor and to draw up a shortlist of recommendations for presentation to the Board of Governors, including final package of salary and conditions of service with the person selected for appointment. To devise a suitable job description, person specification, and indicative salary and conditions of service. To agree the constitution of the final interview panel and the interviewing process. To approve advertising and supporting information for applications.

2.17 2.18 2.19

To devise and implement procedures for the shortlisting of potential candidates, including, if appropriate, the use of professional agents or other external advisers. To report to each meeting of the Board of Governors, in confidence, on the progress of its operations. Recommend to the Board of Governors the person selected for appointment.

Chancellor and Pro-Chancellors 2.20 2.21 2.22 2.23 2.24

Advise the Board on the appointment process for the Chancellor and make a recommendation for appointment. Advise the Board on the removal process for the Chancellor and make a recommendation for removal. Advise the Board on the appointment process for Pro Chancellors and make recommendations for their appointment. Advise the Board on the conduct and appropriateness of the continued appointment of each Pro Chancellor and make recommendations as to their future tenure. Advise the Board on the removal process for Pro Chancellors and make recommendations for removal.

Compliance 2.25 2.26 2.27 2.28 2.29 2.30

Approve and keep under regular review a Scheme of Delegation recording the delegated authority of the Board’s committees, the Vice Chancellor and other members of the Senior Leadership Team. Review the requirements for registration with the Office for Students, advising the Board as appropriate. Advise and make recommendations to the Board regarding the amending or revoking of the Instrument of Government and Articles of Government. Advise and make recommendations to the Board for the approval, revocation or variation of the Board Regulations. Advise and make recommendations to the Board for the approval, revocation or variation of the Board Byelaws. Advise and make recommendations to the Board on the establishment and monitoring of systems of: (a) Conflicts of Interest; (b) Declarations of Interest.

Constitutional Documents and Policies 2.31

Review and approve the following:       

Instrument of Government Articles of Government Scheme of Delegation Board Regulations Byelaws Conflict of Interest Policy Declarations of Interest Policy

Appointment 2.32

Approve the appointment of any specialist consultant or contractor required to assist the Board in the discharge of its duties where spend could reasonably be expected to exceed £250K.

Risk Management 2.33 2.34

Ensure any perceived high risks, associated with the responsibilities of this Committee, are incorporated in the University’s Corporate Risk Register. Oversee and monitor the effectiveness of measures which have been put in place around any high risk areas, relevant to the responsibilities of this Committee, in the University’s Corporate Risk Register.

___________________________________________________________________

3. Composition 3.1

There shall be at least four members of the Committee drawn from the Board of Governors, including the Chair of the Board. The Vice Chancellor shall be invited to attend meetings. The Deputy Vice Chancellor shall deputise in the Vice Chancellor’s absence.

3.2

The Committee shall co-opt the Chair of Remuneration Committee to the Committee when undertaking recruitment for a new Vice-Chancellor.

3.3

The Chair and Vice Chair of the Committee will be appointed by the Board of Governors.

Membership 3.4

Committee members are: o o o o o

Chair of the Board of Governors (Independent Governor) Independent Governor x 4 Student Governor Academic Board Governor Ex-officio

Quorum 3.5

The quorum shall be 50% of the membership (rounded up) and there shall be two Independent Governors present. 3.6 “Independent Governor” refers to a Governor who is not the Vice Chancellor, a staff or student Governor. ___________________________________________________________________ 4. Administration 4.1

Meetings shall normally be held at least twice each academic year. The Chair may convene additional meetings of the Committee to consider business that requires urgent attention.

4.2

The University Secretary and Clerk to the Board will be in attendance.

4.3

4.4

The Head of Corporate Governance, Diane Cook, has responsibility for:  Keeping a record of matters arising and issues to be carried forward.  Producing an action list following each meeting and ensuring any outstanding action is carried forward on the action list until complete.  Producing a schedule of meetings to be agreed for each calendar year and making the necessary arrangements for confirming these dates and booking appropriate rooms and facilities or on-line arrangements.  Providing appropriate support to the Chair and Committee members.  Providing notice of each meeting and requesting agenda items no later than 7 days before a meeting.  Agreeing the Agenda with the Chair prior to sending the Agenda and papers to members no later than 5 working days before the meeting. ___________________________________________________________________ 5. Responsibilities of the Members 5.1

Identify agenda items for consideration by the Chair at least 10 days before the meeting.

5.2

Prepare and submit papers for a meeting at least 7 days before the meeting.

5.3

If unable to attend, send their apologies to the Head of Corporate Governance prior to the meeting.

5.4 5.5

6. Authority 6.1

6.2

The Committee is authorised to obtain such internal information as is necessary and expedient to the fulfilment of its Terms of Reference.

6.3

The Committee has no executive powers other than those specifically delegated in these Terms of Reference. ___________________________________________________________________ 7. Reporting 7.1

The Committee will have the following reporting responsibilities: 

Provide a Chair’s Report to the Board after each meeting highlighting the progress of Committee business.  Provide the Board with an annual report setting out how the Committee has discharged its obligations and duties under its Terms of Reference, highlighting key areas of delivery and any non-delivery. ___________________________________________________________________ 8. Monitoring of University-level Risk 8.1

8.2

The University is committed to implementing a risk management framework, to enable an appropriate and proportionate level of risk management across the University and to ensure that the key risk related issues are addressed in a timely fashion. The objectives are to:  Continuously develop risk management to raise its profile across the University  Further integrate risk management into the culture and decision making of the University  Manage risk, including the University’s risk appetite

___________________________________________________________________ 9. Special Issues 9.1

The Committee agrees that in order to maintain the independence of the Board and to minimise potential conflicts of interest the Governance and Nominations Committee will not normally consider applications from people with connections to major suppliers with whom the University has procured services, people from major partners of the University, any sitting MPs, any Local Authority representatives or anyone wishing to be an independent member of the Board and currently undertaking work for the University.

9.2

To consider on behalf of the Board of Governors, any other matters as referred to the Committee from time to time by the Board.

9.3

To be aware that the Board of Governors and its Advisory Committees continue to have oversight and governance of all appropriate matters for the University of Wolverhampton. ___________________________________________________________________

10. Review 10.1

The Terms of Reference will normally be reviewed annually by the Governance and Nominations Committee, with recommendation on changes submitted to the Board of Governors for ratification.

VERSION: Approved Date: Review Date:

AUTHOR/ OWNER: Approved By:

Chair & University Secretary

Remuneration Committee Constitution and Terms of Reference ___________________________________________________________________ 1. Purpose The Committee shall be responsible for determining the remuneration of the University’s senior post holders as determined by the University’s Board of Governors. The Committee shall be responsible for approving the annual performance objectives of the Vice-Chancellor and ensuring that the appropriate procedures are in place for the assessment of the performance of Designated Senior Post Holders. The Committee will operate at a strategic level as the Executive is responsible for the day-to-day operational delivery and management. Additionally, the Board of Governors may request that the Committee reviews specific aspects of performance where the Board requires additional scrutiny and assurance. The key responsibility of the Committee is to provide assurance to the Board of Governors on remuneration and performance of senior post holders utilising best practice metrics that support robust governance processes, including the following: o o o

A fair, appropriate and justifiable level of remuneration Procedural fairness Transparency and accountability

The Committee may decide, in consultation with the Chair of the Board, to recommend some matters to the Board, particularly issues which are sensitive and contentious. These terms of reference shall be read in conjunction with the Higher Education Senior Staff Remuneration Code 2021. ___________________________________________________________________ 2. Terms of Reference Remuneration 2.1

2.2

2.3

2.4

2.5

2.6

2.7

Prior to appointment and thereafter, approve the remuneration, benefits and terms and conditions of service of the Vice Chancellor within the policy framework for pay and general conditions of employment. Prior to appointment and thereafter, approve the remuneration, benefits and terms and conditions of service of the Senior Leadership Team within the policy framework for pay and general conditions of employment. Ensure that remuneration packages for all staff are fair, appropriate and justifiable and take into account matters of equality, diversity and inclusion with a view to ensuring there are no biases within the pay structure. In determining individual remuneration packages, benefits and terms and conditions of the Senior Leadership Team and other designated Senior Staff, ensure due consideration is given to the context of the University’s approach to rewarding all of its staff, giving particular consideration annually to the rate of increase of the average remuneration of all other staff. In considering and determining the remuneration of the Vice-Chancellor and other staff falling within its remit, the Remuneration Committee shall apply the principles set out in the CUC Higher Education Senior Staff Remuneration Code (“the Code”) alongside Universities & Colleges Employers Association benchmarking data and any other applicable external and internal rules and guidance, in force from time to time. Receive reports on any enhanced payments authorised within the Vice Chancellor’s delegation, confirming that such payments fell within the remit of the delegation and were fair, appropriate and justifiable taking into account matters of equality, diversity and inclusion with a view to ensuring there are no biases. Determine the allowances and/or remuneration to be paid to members of the Board.

Expenses 2.8 2.9

Monitor and review the expenses and taxable benefits of the Vice Chancellor, Senior Leadership Team and Senior Staff. Monitor and review the expenses and taxable benefits of Governors.

Severance Payments 2.10

Oversee severance packages to any member of staff falling within the guidance issued from time to time by the Office for Students on severance payments to senior staff.

Appraisal 2.11 2.12 2.13 2.14

Oversee the process that will be used by the Chair for the annual objective setting and performance monitoring, against agreed objectives, for the Vice Chancellor. Oversee the process that will be used by the Chair for annual objective setting and performance monitoring, against agreed objectives, for the University Secretary. Oversee the process that will be used by the Vice Chancellor for annual objective setting and performance monitoring, against agreed objectives, for the Senior Leadership Team. Oversee the process that will be used by the Vice Chancellor for annual objective setting and performance monitoring, against agreed objectives, for Senior Staff.

Financial Management 2.15

Consider the public interest and the safeguarding of public funds alongside the interests of the institution when considering all forms of payment, reward and severance to the staff within its remit.

Policy 2.16

Keep under review and amend where appropriate:  Pay and General Conditions of Employment  Redundancy Policy

Annual Review 2.17

Publish an annual statement that is readily accessible, based on an annual report to its governing body, containing: a) b) c) d) e)

A list of post holders within the remit of Remuneration Committee; Its policy on the remuneration for senior post holders and senior posts within the remit of Remuneration Committee; Its choice of comparator institutions/organisations; Its policy on income derived from external activities; The pay multiple of the Vice-Chancellor 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; An explanation of any significant changes.

Appointment 2.18

Approve the appointment of any specialist consultant or contractor required to assist the Board in the discharge of its duties where spend could reasonably be expected to exceed £250K.

Risk Management 2.19

Ensure any perceived high risks, associated with the responsibilities of this Committee, are incorporated into the University’s Corporate Risk Register.

___________________________________________________________________

3. Composition 3.1

There shall be at least four members of the Committee drawn from the Board of Governors.

3.2

The Committee may request the Board of Governors to co-opt External Members who are not Governors either for specific items, for the full academic year or on the same terms of appointment as Governor Members. This would include but not limited to an External HR Specialist to advise on the Vice Chancellor pay and appraisal. The number of External Members must not be greater than the number of Governor Members of the Committee.

3.3

The Chair and Vice Chair of the Committee will be appointed by the Board of Governors. A co-opted member of the Committee shall not be appointed as the Chair or Vice-Chair of the Committee.

3.4

The Director of Human Resources shall be invited to attend all meetings of the Committee. Other individuals will be invited to attend all or part of a meeting at the discretion of the Committee Chair.

Membership 3.5

Committee members are: o o o

Independent Governors x 2 Chair of the Board of Governors (Independent Governor) Deputy Chair of the Board of Governors (Independent Governor)

The Vice Chancellor and other senior post holders shall not be members of the Committee but may attend by invitation. Quorum 3.6

The quorum shall be 50% of the membership (rounded up) and there shall be two Independent Governors present.

3.7

“Independent Governor” refers to a Governor who is not the Vice Chancellor, a staff or student Governor.

Withdrawal from Discussions 3.8

The Vice Chancellor and other senior post holders and senior posts shall withdraw from the meeting whenever the Committee is considering any item of business applicable to their posts. They must not be present for discussions that concern their pay or performance. No individual can be involved in deciding his or her own remuneration.

Papers 3.9

All members of the Committee Chair Director of Human Resources University Secretary ___________________________________________________________________ 4. Responsibilities of the Members 4.1

Identify agenda items for consideration by the Chair at least 10 days before the meeting.

4.2

Prepare and submit papers for a meeting at least 7 days before the meeting.

4.3

If unable to attend, send their apologies to the Head of Corporate Governance prior to the meeting and, if appropriate, seek the approval of the Chair to send the Deputy Director of Human Resources to attend on their behalf.

4.4

When matters are discussed in confidence at the meeting, maintain such confidences.

4.5

5.2

The Committee is authorised to obtain such internal information as is necessary and expedient to the fulfilment of its Terms of Reference.

5.3

To consider on behalf of the Board of Governors, any other matters as referred to the Committee from time to time by the Board.

5.4

The Committee has no executive powers other than those specifically delegated in these Terms of Reference. ___________________________________________________________________ 6. Reporting 6.1

The Committee will have the following reporting responsibilities:

Provide a Chair’s Report to the Board after each meeting highlighting the progress of Committee business. o Provide the Board with an annual report setting out how the Committee has discharged its obligations and duties under its Terms of Reference, highlighting key areas of delivery and any non-delivery. __________________________________________________________________ o

7. Monitoring of University-level Risk 7.1

7.2

8.1

The Terms of Reference will normally be reviewed annually by the Committee, with recommendation on changes submitted to the Board of Governors for ratification.

VERSION: Approved Date: Review Date:

AUTHOR/ OWNER: Approved By:

Chair & University Secretary

Workforce and Culture Committee Constitution and Terms of Reference ___________________________________________________________________ 1. Purpose The Workforce and Culture Committee shall undertake on behalf of the Board of Governors objective scrutiny of the University’s workforce plans and performance. The purpose of the Committee is to provide the Board with an objective review of the workforce position and performance of the University and oversee the delivery of the same. The Committee will operate at a strategic level as the Executive is responsible for the day-to-day operational delivery and management. Additionally, the Board of Governors may request that the Committee reviews specific aspects of performance where the Board requires additional scrutiny and assurance. The key responsibility of the Committee is to provide assurance to the Board of Governors on workforce issues utilising best practice metrics that support robust governance processes, including the following: o o o o o o

Effectiveness of the University’s Workforce Strategy Organisational Change Workforce Planning and Transformation Staff Experience and Engagement Culture Development Workforce Health and Wellbeing

The Committee may decide, in consultation with the Chair of the Board, to recommend some matters to the Board, particularly issues which are sensitive and contentious. ___________________________________________________________________ 2. Terms of Reference Strategy 2.1

Monitor and make recommendations to the Board on the University’s Strategy ensuring alignment with the University’s Strategy.

Workforce

Performance 2.2 2.3

Monitor performance against the Workforce Strategy, identifying opportunities risks that may impinge upon its effective delivery. To monitor the University’s development and deployment of strategies and talent management and succession planning.

and

noting

approaches

any for

Culture 2.4 2.5 2.6 2.7

Ensure the University promotes a sense of belonging for all members of staff, based on respect, equal opportunities, diversity and inclusivity and which meet the needs of specific groups of Staff. Monitor the University’s approach to developing a positive and supportive working environment and culture for all staff. Agree the scope and objectives of proposed staff surveys, receive the outcomes of staff surveys, monitor the action plans arising and advise and make recommendations to Board. Advise and make recommendations to the Board regarding the policy for pay and general conditions of employment for all members of staff.

Policy 2.8

Advise and make recommendations to the Board on policies and procedures relating to the staff of the University: Grievance policy Disciplinary policy Health and Safety policy

Dignity at Work and Study policy Trade Unions and Labour Relations Act 1992 2.9

Advise the Board on the issuing of any notice required under section 188 of and Labour Relations Act 1992 (as modified or re-enacted from time to time).

the Trade Unions

Compliance 2.10 2.11 2.12

Receive notification of any Employment Tribunal or other significant staff claims. Receive notification of all determinations of tribunals or other significant staff claim. Receive notification of the outcome of any Whistle-blowing referrals.

Equality, Diversity and Inclusion 2.13 2.14 2.15 2.16

Consider an annual report on equality, diversity and inclusivity for recommendation to the Board. Consider and make recommendations to the Board in respect of Health and Safety Policies and Procedures as relate to the day to day operation of the University. Provide assurance to the Board on Health & Safety day to day operational matters and compliance. Provide assurance to the Board on the implementation of the University’s Health and Safety Management Strategy.

National Pay Awards 2.17 2.18 2.19

Advise the Board on whether to extend national pay awards to those staff of the University (other than the Senior Staff and Senior Post Holders) whose salaries are not subject to national pay awards. Advise the Board on reports on national pay and conditions within the Higher Education Sector and their implications for the University. Recommend to the Board matters on the pay award for those staff covered by the National Pay Bargaining, and for those staff who are not covered by the National Pay Bargaining arrangements (but excluding Senior Post Holders and the Professoriate whose pay award is decided by Remuneration Committee).

Recruitment 2.20 2.21

Advise the Chair on the nomination of at least one Independent Governor to panel with the Vice Chancellor for the appointment of Senior Staff Advise and make recommendations to the Board on policies and procedures appointment of Senior Staff.

sit on the interview relating

the

Annual Review 2.22

To receive an annual report on staff development practice.

Appointment 2.23

Approve the appointment of any specialist consultant or contractor required to assist the Board in the discharge of its duties where spend could reasonably be expected to exceed £250K.

Risk Management 2.24 2.25

Ensure any perceived high risks, associated to the responsibilities of this Committee, are incorporated into the University’s Corporate Risk Register. Oversee and monitor the effectiveness of measures which have been put in place around high risks areas, relevant to the responsibilities of this Committee, in the University’s Corporate Risk Register.

3. Composition 3.1

There shall be at least four members of the Committee drawn from the Board of Governors plus the Vice Chancellor.

3.2

The Committee may request the Board of Governors to co-opt External Members who are not Governors either for specific items, for the full academic year or on the same terms of appointment as Governor Members. The number of External Members must not be greater than the number of Governor Members of the Committee.

3.3

The Chair and Vice Chair of the Committee will be appointed by the Board of Governors. A co-opted member of the Committee shall not be appointed as the Chair or Vice-Chair of the Committee.

3.4

Membership 3.5

Committee members are: o o o o

Independent Governors x 6 Academic Board Governor Co-opted Member Ex officio

Quorum 3.6

The quorum shall be 50% of the membership (rounded up) and there shall be two Independent Governors present.

3.7

“Independent Governor” refers to a Governor who is not the Vice Chancellor, a staff or student Governor.

Withdrawal from Discussions 3.8

The Director of Human Resources and University Secretary shall withdraw from the meeting whenever the Committee is considering any item of business applicable to their posts.

Papers 3.9

o All members of the Committee o Chair o Director of Human Resources o University Secretary ___________________________________________________________________ 4. Responsibilities of the Members 4.1

Identify agenda items for consideration by the Chair at least 10 days before the meeting.

4.2

Prepare and submit papers for a meeting at least 7 days before the meeting.

4.3

If unable to attend, send their apologies to the Head of Corporate Governance prior to the meeting and, if appropriate, seek the approval of the Chair to send a deputy to attend on their behalf.

4.4

When matters are discussed in confidence at the meeting, maintain such confidences.

4.5

5.2

The Committee is authorised to obtain such internal information as is necessary and expedient to the fulfilment of its Terms of Reference.

5.3

To consider on behalf of the Board of Governors, any other matters as referred to the Committee from time to time by the Board.

5.4

The Committee has no executive powers other than those specifically delegated in these Terms of Reference. ___________________________________________________________________ 6. Reporting 6.1

The Committee will have the following reporting responsibilities: o o o

Receive an annual report on staff development practice. Provide a Chair’s Report to the Board after each meeting highlighting the progress of Committee business. Provide the Board with an annual report setting out how the Committee has discharged its obligations and duties under its Terms of Reference, highlighting key areas of delivery and any non-delivery.

___________________________________________________________________ 7. Monitoring of University-level Risk 7.1

7.2

The objectives are to:

o Continuously develop risk management to raise its profile across the University. o Further integrate risk management into the culture and decision making of the University o Manage risk, including the University’s risk appetite. ___________________________________________________________________ 8. Review 8.1

The Terms of Reference will normally be reviewed annually by the Committee, with recommendation on changes submitted to the Board of Governors for ratification.

VERSION: Approved Date: Review Date:

AUTHOR/ OWNER: Approved By:

Chair & University Secretary

Joint Equality & Diversity Committee Constitution and Terms of Reference ___________________________________________________________________ 1. Purpose To act on behalf of the Board of Governors and Academic Board, in the consideration and determination of matters of equality and diversity. ___________________________________________________________________ 2. 2.1 2.2 2.3

2.4 2.5

Terms of Reference Advise the Board, University Executive Board and Academic Board in the consideration and determination of matters of equality, diversity and inclusivity. Advise the Board on the fulfilment of the University’s constitutional and statutory duties in respect of equality, diversity and inclusivity. Foster and promote an appropriate institutional culture towards matters of equality, diversity and inclusivity and to monitor the University’s strategic approach to ensure that equality, diversity and inclusivity policies and principles are properly implemented and effective. Receive and consider reports and performance indicators on equality, diversity and inclusivity across the University and to consolidate such information in an annual, or more frequent, report to the Board. Engage with external agencies as appropriate on matters pertinent to the Committee’s Terms of Reference generally, all with the aim of being a leader of equality, diversity and inclusivity best practice in the HE sector.

3. Composition 3.1

There shall be at least four members of the Committee drawn from the Board of Governors, one of whom shall be appointed Chair, plus the Vice Chancellor.

Membership 3.2

Committee members are: o o o o o o o o o o o

Independent Governors x 3 Vice Chancellor OVC Equality and Diversity Lead Dean of the College of Learning and Teaching Academic Board Governor x 2 Co-opted Members x 2 Student Governor x 2 Directors of Corporate Services x 2 University and College Union x 1 nominee UNISON x 1 nominee Deans of Faculty x 3

Quorum 3.6

The quorum shall be 50% of the membership (rounded up) and there shall be two Independent Governors present.

3.7

“Independent Governor” refers to a Governor who is not the Vice Chancellor, a Staff or Student Governor.

Papers 3.9

The Agenda will be circulated with papers at least 5 working days before the meeting. The Agenda will be approved by the Committee Chair prior to circulation. Requests for non-routine agenda items

are to be forwarded to Head of Corporate Governance normally at least 10 working days prior to the meeting. The following will also receive a copy of the papers: o All members of the Committee o Chair o Director of Human Resources o University Secretary ___________________________________________________________________ 4. Responsibilities of the Members 4.1

Identify agenda items for consideration by the Chair at least 10 days before the meeting.

4.2

Prepare and submit papers for a meeting at least 7 days before the meeting.

4.3

If unable to attend, send their apologies to the Head of Corporate Governance prior to the meeting and, if appropriate, seek the approval of the Chair to send a deputy to attend on their behalf.

4.4

When matters are discussed in confidence at the meeting, maintain such confidences.

4.5

5.2

The Committee is authorised to obtain such internal information as is necessary and expedient to the fulfilment of its Terms of Reference.

5.3

To consider on behalf of the Board of Governors, any other matters as referred to the Committee from time to time by the Board.

5.4

The Committee has no executive powers other than those specifically delegated in these Terms of Reference. ___________________________________________________________________ 6. Reporting 6.1

The Committee will have the following reporting responsibilities: o o o

___________________________________________________________________ 7. Monitoring of University-level Risk 7.1

7.2

The objectives are to:

The Terms of Reference will normally be reviewed annually by the Committee, with recommendation on changes submitted to the Board of Governors for ratification.

VERSION:

AUTHOR/ OWNER:

Approved Date: Review Date:

Approved By:

Chair & University Secretary