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

Culture

2.6 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.
2.7 Safeguard the good name and values of the University.

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

Legal

2.8 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.
2.9 Act as trustee for any property, legacy, endowment, bequest or gift in support of the work and welfare of the University.
2.10 Ensure there is a framework in place to produce high-quality and robust data to meet all relevant legal and regulatory requirements.
2.11 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.
2.12 Ensure the Board delegates its authority appropriately.
2.13 Approve Regulations for the use of the Seal.
2.14 Approve the University’s membership of any joint venture or company either through subscription or share purchase.
2.15 Approve nominations of members of the Board, as representatives of the University, onto other Boards or organisations.

Compliance

2.16 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.
2.17 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.
2.18 Ensure the University has adequate and effective management and governance arrangements to continue to comply with all of the OfS Conditions of Registration.
2.19 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.
2.20 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.
2.21 Monitor and seek to secure the financial sustainably of the University.
2.22 Ensure that proper books of account are kept.
2.23 Approve the annual estimates of income and expenditure and the annual accounts.
2.24 Approve the audited accounts.
2.25 Monitor performance against the annual budget.

2.26 The authorisation of expenditure in excess of £2.5M to include the potential total expenditure under any lease.
2.27 The authorisation of the disposal of any asset of the University including by way of lease worth in excess of £2.5M.
2.28 The authorisation of contracts worth in excess of £2.5M and the related expenditure.
2.29 Monitor the progress of projects above a total value of £2.5M.
2.30 Ensure there is a framework for tuition fees and other fees payable to the University.
2.31 Engage in the development of the University’s strategy and formally approve the Strategic Plan.
2.32 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.
2.33 Approve the Strategic Plan’s key performance indicators (KPIs), ensuring that these meet the interests of stakeholders.
2.34 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.
2.35 Oversee the recruitment of the Vice Chancellor.
2.36 Suspension and discipline (including termination of employment) of the Vice Chancellor.
2.37 Oversee the recruitment of the Chief Operating Officer and University Secretary.
2.38 Suspension and discipline (including termination of employment) of the University Secretary.
2.39 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.
2.40 Ensure there is a framework in place for the pay and conditions of service of all members of staff.
2.41 Promote respect, equality of opportunity, inclusivity and diversity for members of staff.
2.42 Ensure there is a framework in place relating to the conduct of staff (after consultation with staff).
2.43 Determination of procedures for the dismissal of staff (after consultation with staff).
2.44 Determination of grievance procedures (after consultation with staff).
2.45 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.
2.46 Receive an annual report on equality, diversity and inclusivity.
2.47 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.
2.48 Approve the University’s Health and Safety Strategy and receive an annual report on its implementation and compliance.
2.49 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.
2.50 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.
2.51 Ensure the University has policies and procedures in place which support the delivery of its strategy in environmentally responsible and sustainable ways.
2.52 Approve designated Policies and Procedures that have a significant impact upon the University as set out in the Board Regulations.
2.53 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 Approve the appointment of the Internal and External Auditors.
2.55 Approve the remuneration of Internal and External Auditors.
2.56 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 Receive the annual report of the Audit and Risk Committee.
2.58 Receive the annual report of the Internal Audit Service.
2.59 Receive the annual report of the External Audit Service.
2.60 Receive assurance that academic governance is robust and effective.
2.61 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.
2.63 Maintain and protect the principles of academic freedom and freedom of speech.

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.
2.65 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.
2.66 Ensure the methodologies used as the basis for improving the student academic experience and student outcomes are robust and appropriate.
2.67 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.

Students

2.68 Promote respect, equality of opportunity, inclusivity and diversity for all students.
2.69 Ensure there is provision for the general welfare of students in consultation with Academic Board.
2.70 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.
2.71 Ensure the establishment of an appropriate Safeguarding Policy Framework and receive annual reports on its use and continued suitability.
2.72 Ensure the University meets its statutory obligations in respect of PREVENT.

Students’ Union

2.73 Approve the Relationship Agreement between the University and the Students’ Union.
2.74 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.

3. Composition

Membership

⦁ 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

⦁ Chief Operating Officer and 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 Chief Operating Officer and 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
⦁ Pro Vice Chancellor (where the Vice-Chancellor is unable to attend a meeting)

4.4 The Associate Director 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 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. Monitoring of University-level Risk

6.1 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.

6.2 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

7. Review

7.1 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: AUTHOR/ OWNER: Chair & Chief Operating Officer and University Secretary
Approved
Approved By: 
Review
Date:

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 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.

2.2  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).

2.3 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 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.

2.5 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).

2.6 Review the annual report of the Internal Audit service and, if appropriate, recommend it to the Board.

2.7 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:

• Financial and operational controls (to include Fraud/Counter Fraud and Financial Security Management),
• Risk Management policies and strategies;
• Corporate Risk Register; and
• The effectiveness of Business Continuity Plans; and
• Emergency Response Plans

2.9  Keep under review the effectiveness of management strategies, policies and plans to ensure statutory and regulatory compliance.

2.10 Monitor the implementation of agreed audit-based recommendations, from whatever source.

2.11 Advise the Board on the effectiveness of the External Returns Framework for the management and quality assurance of regulatory data returns.

2.12 Satisfy itself that satisfactory arrangements are in place to promote economy, efficiency, value for money and effectiveness.

2.13 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 Review the External Auditors’ management letter, the Internal Auditors' Annual Report, and Management Responses.

2.15 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.

2.16 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  Advise and make recommendations to the Board regarding approval of the annual financial statements.

2.18  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 ('Speak Up' Public Interest Disclosure)
• 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 To ensure any perceived high risks associated to the responsibilities of this Committee are incorporated into the University Corporate Risk Register.

2.22 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.

2.23 To give assurances to the Board relating to the management of risk and corporate governance requirements of the organisation.

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 meeting 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:

• 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 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 Associate Director 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 
• Chair
• Chief Operating Officer and University Secretary

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 Chief Operating Officer and University Secretary, Clerk to the Board, the External Auditors or Internal Auditors may request an additional or extraordinary meeting of the Audit Committee;

4.3 The Chief Operating Officer and 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 Associate Director 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 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.

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 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.

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. Review

9.1 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.

1. Purpose

The role of the Student and Academic 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

2.1 Advise and make recommendations to the Board on approval of the Students’ Union constitutional documents.

2.2 Advise and make recommendations to the Board on the Relationship Agreement between the University and the Students’ Union.

Student Experience

2.3  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.

2.4  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.

2.5  Review and scrutinise the University’s annual priorities relating to student services e.g. wellbeing.

2.6  Monitor the identified ways to improve the learning experience of students.

2.7  Receive and consider reports from the University of Wolverhampton Students’ Union on its plans and activities.

2.8  Consider student welfare and wellbeing issues, facilities for students and the student voice.

2.9  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.

2.10 Undertake an annual review of complaints and appeals including from the Office of the Independent Adjudicator for HE.

2.11 Review and scrutinise at least annually, the University’s actions to deliver on its targets for employment outcomes for its students.

2.12 Monitor the Students and Education sub-strategy of the Strategic Plan 2030.

2.13 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

2.15     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:

• All matters concerning the SU’s Constitution which should be reviewed every five years.
• All matters concerning the SU Code of Practice which should be reviewed every five years.
• Ensuring that the Students’ Union operates in a fair and democratic manner.
• To receive the report of the Returning Officer following each set of elections.

Regulatory Compliance

2.16 Advise the Board of Governors on other regulatory requirements that involve students and may require discussion and scrutiny with the Students’ Union.

2.17 Advise the Board in respect of its statutory obligations in respect of Freedom of Speech.

2.18 Advise the Board in respect of its statutory obligations in respect of PREVENT.

2.19 Advise the Board in respect of its statutory obligations in respect of Safeguarding.

2.20 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.

2.21 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.

2.22 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 Approve the University’s Safeguarding Policy.

2.24 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  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 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.

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

3.4 The Pro Vice Chancellor, 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. 

Membership

3.5 The Committee members are:

• Independent Governors x 4
• Co-opted Member
• Student Governor
• Academic Board Governor
• 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 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.

4.2 The Chief Operating Officer and University Secretary and Clerk to the Board will be in attendance.

4.3 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.

4.4 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 Associate Director 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
• Pro Vice Chancellor 
• Director of Student and Academic Services
• Nominated member of the Students’ Union
• Chair
• Chief Operating Officer and University Secretary

4.5 The Associate Director 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 Associate Director 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 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.

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:

• 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 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.

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.

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 re-appointment 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 Keep under review and advise the Board on the University’s governance arrangements, ensuring adherence to regulatory requirements and best practice.

2.2 Develop processes for the Board’s periodic review of its own effectiveness.

2.3 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 Keep under review the size and membership of the Board and make recommendations to the Board as appropriate.

2.5 Advise and make recommendations to the Board on all matters relating to the process for the appointment of Governors.

2.6 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.

2.7 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.

2.8 Oversee the recruitment process for potential candidates to join the Board and recommend the appointment of new Governors to the Board.

2.9 Oversee the reappointment of Governors whose specified terms of office are coming to an end and make recommendations to the Board.

2.10 Oversee and monitor the implementation of Governor Induction and training.

Committees

2.11 Advise and make recommendations to the Board on the remits of the Board’s committees and the effectiveness of the Board’s committee system.

2.12 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 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.

2.14 To devise a suitable job description, person specification, and indicative salary and conditions of service.

2.15 To agree the constitution of the final interview panel and the interviewing process.

2.16 To approve advertising and supporting information for applications.

2.17 To devise and implement procedures for the shortlisting of potential candidates, including, if appropriate, the use of professional agents or other external advisers.

2.18 To report to each meeting of the Board of Governors, in confidence, on the progress of its operations.

2.19 Recommend to the Board of Governors the person selected for appointment.

Chancellor and Pro-Chancellors

2.20 Advise the Board on the appointment process for the Chancellor and make a recommendation for appointment.

2.21 Advise the Board on the removal process for the Chancellor and make a recommendation for removal.

2.22 Advise the Board on the appointment process for Pro Chancellors and make recommendations for their appointment.

2.23 Advise the Board on the conduct and appropriateness of the continued appointment of each Pro Chancellor and make recommendations as to their future tenure.

2.24 Advise the Board on the removal process for Pro Chancellors and make recommendations for removal.

Compliance

2.25 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.

2.26 Review the requirements for registration with the Office for Students, advising the Board as appropriate.

2.27 Advise and make recommendations to the Board regarding the amending or revoking of the Instrument of Government and Articles of Government.

2.28 Advise and make recommendations to the Board for the approval, revocation or variation of the Board Regulations.

2.29 Advise and make recommendations to the Board for the approval, revocation or variation of the Board Byelaws.

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

2.34 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 Pro 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:

• 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 Chief Operating Officer and 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
• Pro Vice-Chancellor (where the Vice-Chancellor is unable to attend a meeting)

4.4  The Associate Director 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 Associate Director 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 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.

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 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.

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 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.

 1. Purpose 

The Workforce, Remuneration and Culture Committee shall undertake on behalf of the Board of Governors objective scrutiny of the University’s workforce plans and performance, determining the remuneration of the University’s Senior Post holders determined by the University Board of Governors.  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.   In addition, 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 Staff. A 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.

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:  

• Effectiveness of the University’s Workforce Strategy 
• Organisational Change
• Workforce Planning and Transformation 
• Staff Experience and Engagement 
• Culture Development 
• Workforce Health and Wellbeing
• A fair, appropriate and justifiable level of remuneration
• Procedural fairness
• Transparency and accountability 

2. Terms of Reference 

Strategy 

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

Performance 

2.2 Monitor performance against the Workforce Strategy, identifying opportunities and noting any risks that may impinge upon its effective delivery.

2.3 Monitor the University’s development and deployment of strategies and approaches for talent management and succession planning.

Culture

2.4 Ensure the University promotes a sense of belonging for all members of staff, based on respect, equal opportunity, diversity and inclusivity and which meet the needs of specific groups of staff.

2.5 Monitor the University’s approach to developing a positive and supportive working environment and culture for all staff.

2.6 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.

2.7 Advise and make recommendations to the Board regarding the policy for pay and general conditions of employment for all members of staff.

Remuneration 

2.8 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.

2.9 Prior to appointment and thereafter, approve the remuneration, benefits and terms and conditions of service of the University Executive Team and Senior Staff within the policy framework for pay and general conditions of employment.

2.10 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.

2.11 In determining individual remuneration packages, benefits and terms and conditions of the University Executive 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.

2.12 In considering and determining the remuneration of the Vice Chancellor and other staff falling within its remit, the Workforce, Remuneration & Culture 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.

2.13 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.

2.14 Determine the allowances and/or remuneration to be paid to members of the Board.

Expenses

2.15 Monitor and review the expenses and taxable benefits of the Vice Chancellor, University Executive Team and Senior Staff.

2.16 Monitor and review the expenses and taxable benefits of Governors.

Severance Payments

2.17 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

2.18 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 and the University Secretary.

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

Financial Management

2.20 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.

Remuneration Annual Review

2.21 Publish an annual statement that is readily accessible, based on an annual report to its governing body, containing: 

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

b) Its policy on the remuneration for senior post holders and senior posts within the remit of Remuneration Committee;

c) Its choice of comparator institutions/organisations;

d) Its policy on income derived from external activities;

e) The pay multiple of the Vice Chancellor 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;

f) An explanation of any significant changes.

Policy 

2.22 Advise and make recommendations to the Board on policies and procedures relating to the staff of the University:

• Grievance
• Disciplinary
• Health and Safety
• Dignity at Work and Study
• Pay and General Conditions of Employment
• Redundancy Policy

Trade Unions and Labour Relations Act 1992 

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

Compliance 

2.24 Receive notification of any Employment Tribunal or other significant staff claims.

2.25 Receive notification of all determinations of tribunals or other significant staff claim.

2.26 Receive notification of the outcome of any Whistle-blowing referrals.

Equality, Diversity and Inclusion 

2.27 Consider an annual report on equality, diversity and inclusivity for recommendation to the Board.

2.28 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.

2.29 Provide assurance to the Board on Health & Safety day-to-day operational matters and compliance.

2.30 Provide assurance to the Board on the implementation of the University’s Health and Safety Management Strategy. 

National Pay Awards 

2.31 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.

2.32 Advise the Board on reports on national pay and conditions within the Higher Education Sector and their implications for the University.

2.33 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 

2.34 Advise the Chair on the nomination of at least one Independent Governor to sit on the interview panel with the Vice Chancellor for the appointment of Senior Staff.

2.35 Advise and make recommendations to the Board on policies and procedures relating to the appointment of Senior Staff.

Appointment 

2.36 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 

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

2.38 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. 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. 

3.5 The Chair of the Board of Governors shall be in attendance for reports pertinent to the committee when Remuneration items are required on the agenda. 

3.6 The Vice Chancellor and other Senior Staff shall not be members of the Committee but may attend by invitation.

Membership 

3.7 Committee members are: 

• Independent Governors x 4
• Academic/Professional Services Governor
• Student Governor
• Co-opted Member from Students' Union (excluded from items regarding Remuneration) 

Quorum   

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

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

Withdrawal from Discussions  

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

3.11 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 their own remuneration.

Papers  

3.12 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 
• Chair
• Director of Human Resources 
• Chief Operating Officer and 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 Associate Director 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 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). 

5. Authority 

5.1 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.  

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:  

• 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 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.    

7.2 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. 

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. 

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. Terms of Reference

2.1 Advise the Board, University Executive Board and Academic Board in the consideration and determination of matters of equality, diversity and inclusivity.

2.2 Advise the Board on the fulfilment of the University’s constitutional and statutory duties in respect of equality, diversity and inclusivity.

2.3 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.

2.4 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.

2.5 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: 

• Independent Governors x 3
• Vice Chancellor
• OVC Equality and Diversity Lead
• Dean of Students and Education
• 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 Associate Director 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 
• Chair
• Director of Human Resources 
• Chief Operating Officer and University Secretary

4. Responsibilities of the Members

4. 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 Associate Director 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 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). 

5. Authority

5.1 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. 

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: 

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 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.   

7.2 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.

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. 

1. Purpose

The Finance and Resources Committee shall undertake on behalf of the Board of Governors objective scrutiny and assurance of the University’s financial plans, major investment decisions and performance.  The purpose of the Committee is to provide the Board with an objective review of the financial position of the University and assurance on the delivery of the University’s objectives 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.  The key responsibility of the Committee is to provide assurance and make recommendations to the Board of Governors Finance and Resources issues utilising best practice metrics that support robust governance processes, including the following: 

• Financial Planning
• Budget
• Cash flow
• Financial Statements
• Capital programme
• Investment strategy
• KPIs

2. Terms of Reference

Strategy for the Development of the University Infrastructure

2.1 Advise the Board in respect of the University’s core financial and physical resource strategies (including Estates Strategy, Finance Strategy, and Library and Digital Strategy), ensuring alignment with the University’s Strategy.

2.2 Seek assurance that these resource strategies are being implemented effectively through the consideration of progress reports and exception reports from the appropriate University Executive Board lead and to report to Board thereon.

Governance

2.3 Advise and make recommendations to the Board for the approval, revocation, or variation of the University’s Financial Regulations.

2.4 Advise and make recommendations to the Board for the approval, revocation or variation of any financial instrument to be entered in to by the University.

Financial Management

2.5 Consider and make recommendations to the Board regarding the University’s budgets and financial forecasts.

2.6 Advise and make recommendations to the Board regarding the safeguarding of its assets.

2.7 Oversee the Insurance arrangements in place for the University.

2.8 Oversee the framework within which fees and other charges payable to the University are set.

2.9 Advise and make recommendations to the Board regarding financial sustainability of the University.

2.10 Receive assurance from the SLT to assure the Board that proper books of account are kept and advise and make recommendations to Board.

2.11 Advise and make recommendations to the Board regarding the approval of the annual budget.

2.12 Approve the financial forecasts for recommendation to the Board.

2.13 Receive assurance from the SLT to assure the Board that satisfactory arrangements are in place to promote economy, efficiency, value for money and effectiveness by the University.

2.14 Approve expenditure up to a level to be agreed from time to time by the Board, and to report to Board on major items of expenditure approved (currently for capital expenditure within approved with the Scheme of Delegation is between £500K and £2.5 million).

Capital Investments

2.15 Consider and make recommendations to the Board on priorities for capital development and investment and the inclusion thereof in the Estates Strategy and Digital Strategy, and potential financing options of capital projects.

2.16 Evaluate and make recommendations to Board on strategic investment proposals with respect to major capital projects with a value in excess of £5M.

2.17 Authorise expenditure up to a level of £2.5M and to report to the Board on major items of expenditure approved.

2.18 Review and monitor delivery against major milestones for such projects, once authorised, and to receive post-implementation reviews.

2.19 Consider and make recommendations to the Board on proposals to acquire and/or dispose/rationalise land or buildings.

2.20 Monitor development of the Capital Estates Programme, ensuring utilisation of   relevant and up to date surveys of the existing estates to inform proposals, and receive timely updates from the respective Project and Program Boards.

2.21 Monitor the efficient use of the Estate and its space management programme.

Facilities Management

2.22 Review the proposed annual budget provision for the University’s Long-Term Maintenance (LTM) programme, and planned maintenance programme ensuring these are informed by the most recent surveys (fire and Building Condition) and any subsequent works undertaken and reflect the requirement for development to meet the academic plans for development/introduction of facilities for the next 5-10 years.  Provide reports to the Board on their view as to appropriateness and adequacy to enable the maintenance of the University estate to ensure condition and legislative compliance.

2.23 Monitor the service delivery and effectiveness of both Hard and Soft Facilities Management undertakings.  This is to include Health and Safety arrangements.  Associated to the physical asset and associated systems and services, in so far as they affect its Estates’ management functions, to ensure that they are suitable and sufficient.

2.24 Receive timely updates on significant issues in respect of non-compliance which have been identified and which need to be addressed, for onward consideration to the Board for approval.

2.25 Review the delivery and reporting of the Estate Sustainability Strategy and its key targets and to advise the Board and other committees on the implications of the sustainability strategy for the University’s activities.

2.26 Monitor the implementation of the Board’s agreed Student Residence Strategy.

Digital

2.27 Consider and make recommendations to the Board regarding Digital expenditure where project costs are between £500K and £2.5M.

2.28 Consider whether the University’s Digital Strategy commitments are in line with the University’s medium and long term financial plans.

2.29 Monitor development and delivery of the Digital Strategy Programme, and receive timely updates from the respective Project and Program Boards.

2.30 Receive regular updates on digital strategy progress measures to understand progress towards achieving the strategy.

2.31 Advise the Board on significant digital issues and risks in respect of the operation and information security of the University and the SLT’s plans for the effective management of the same.

Compliance

2.32 Oversee the establishment of systems of financial and operational control and accountability and advise and make recommendations to the Board.

2.33 Receive assurance of compliance with public funding obligations issued by bodies.

2.34 Receive assurance of compliance with conditions of funding as set by regulators; and

2.35 Other major institutional funders including income from the Student Loan Company.

2.36 Approve and keep under review the financial elements of the University Scheme of Delegation.

Subsidiary Companies and Joint Ventures

2.37 Consider and make recommendations to the Board regarding the annual Financial Statements of the University and its subsidiary companies.

2.38 Advise the Board on the creation and winding up of trading subsidiary company(s) and the appointment of their directors.

2.39 Consider and make recommendations to the Board regarding potential Joint venture arrangements that could lead to the establishment of a separate (new) legal entity in which the University will play any role.

Appointment

2.40  Approve the appointment of University Banks, or other financial institutions, University Investment Advisors, University Pension Schemes Advisors.

Students’ Union

2.41 Consider the Students’ Union’s Financial Statements.

Strategic Planning

2.42 Advise and make recommendations to the Board regarding the strategic plan of the University and long-term business plans.

2.43 Agree financial key performance and other targets and recommend them to Board.

Monitoring Performance

2.44 Receive assurance that processes are in place to monitor and evaluate financial performance against the strategic plan and business plans and the wider HE sector and advise and make recommendations to the Board.

2.45 Monitor performance against the annual budget and advise and make recommendations to the Board.

2.46 Monitor performance against the agreed financial KPIs

Legal Matters

2.47 Advise the Board on the University’s membership of any other company either through subscription or share purchase.

Reporting

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

2.49 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.

Policy

2.50 Approval of the University’s Financial Regulations Policy.

2.51 Approval of the University’s Anti-Money Laundering Policy.

2.52 Approval of the University’s Ethical Investment Policy.

2.53 Approval of the University’s Fees and Bursaries Policy.

Risk Management

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

2.55 Oversee and monitor the effectiveness of measures which have been put in place around high risks, 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 and the Vice Chancellor. 

3.2 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. 

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

3.4 No member of the Committee may also be a member of the Audit and Risk Assurance Committee. 

3.5 The Chief Financial Officer 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 

3.6  The Committee members are: 

•  Independent Governor x 4
• Academic Board Governor
• Student Governor
• Ex-officio

Quorum  

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

 3.8  “Independent Governor” refers to a Governor who is not the Vice Chancellor or 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 Associate Director 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 
• Chair of Audit and Risk Assurance Committee 
• Internal and External Auditors 
• Chief Financial Officer  
• Chief Operating Officer and 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 Associate Director 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  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. 

5. Authority

5.1 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. 

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: 

• 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. 

7. Monitoring of University-level Risk

7.1 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.   

7.2 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.

8. Review

8.1 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.