The instrument of government will set out the titles or designation of senior officers. Although there are some variations, the three main officers are the chair of the governing body, the vice-chancellor or principal and the secretary or clerk.
The clerk or secretary of the governing body has a key role to play in the operation and conduct of business of the governing body, and in ensuring that the appropriate procedures are followed. The key functions that the clerk undertakes include:
The clerk is appointed by the governing body, and must maintain an appropriate measure of independence in fulfilling the role. This is particularly important where the role is combined with a senior administrative or managerial function within the institution, in which case the institution and clerk must exercise great care in keeping the two roles separate. Failure to recognise this fundamental principle can cause significant problems. Irrespective of any other duties that the clerk may have within the institution, when dealing with governing body business he or she should act on the instructions of the governing body itself.
Issues relating to the role and independence of the clerk are raised in the independent review by Sir David Melville of issues arising from the clawback of funding from London Metropolitan University in 2009.
The clerk is solely responsible to the governing body, and should therefore report directly to its chair. If there is a conflict of interest (actual or potential) between the clerk’s role within the institution, and his or her role as clerk to the governing body, it is the clerk’s responsibility to draw this to the attention of the governing body.
It is good practice for the clerk to work closely with both the chair of the governing body and the chief executive. This includes keeping the chief executive fully informed on any matter relating to governing body business (except the discussion within the remuneration committee relating to the chief executive’s employment). However, the clerk should advise the chair of the governing body of any matters where conflict, potential or real, may occur between the governing body and the chief executive.
The CUC Guide further defines the role of the clerk or secretary in relation to governance (page 21). A template for a role description of the clerk can be found on the CUC web site.
Additional guidance on the role of the clerk is provided in a Guide for New Clerks and Secretaries of Governing Bodies of HEIs in the UK
A major study by David Llewellyn reviews the role and influence of the Secretary on governing bodies in the UK.