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Introduction and aim
This briefing note explores the composition and characteristics of governing bodies, including their size, skills mix and equality and diversity. These are some of the factors that influence a governing body’s operation and effectiveness.
Size of governing bodies
The size of governing bodies of ‘public’ higher education institutions varies. The generally accepted view is that there is no single optimum size for a governing body. However, if the membership becomes too large decision-making is likely to become more difficult and time-consuming, while if a governing body is too small there may be gaps in the mix of skills, knowledge and experience that it needs to function effectively. Despite this, there are examples of higher education institutions operating successfully with a small governing body, albeit one which meets more regularly.
Governing bodies should periodically consider their size as part of a process of reviewing their effectiveness, and make changes to their membership numbers accordingly.
Codes of practice
The Committee of University Chairs (CUC) and Scottish higher education codes of governance both offer guidance on the composition of a governing body. The CUC code states ‘the governing body must have a majority of external members, who are independent of the institution'. On the skills required, the Scottish code of good higher education governance suggests ‘there shall be a balance of skills and experience among members sufficient to enable the governing body to meet its primary responsibilities and to ensure stakeholder confidence.’
The institution’s governing instruments will determine the composition of a governing body. The governing body will normally have a majority of independent or ‘lay’ (external) governors, but operate with a number of internal members. Independent governors are volunteers and normally undertake their work without receiving any remuneration.
Independent or ‘lay’ members are normally appointed for the skills and expertise they bring to the workings of the governing body. Some institutions originally founded by local benefactors, or having a strong local focus, may also seek (or be required) to appoint one or more external governors from the community responsible for their founding or where they are located. Institutions founded by, or strongly associated with, a religious (eg church foundation) or professional body may be required to appoint members from these constituencies.
Institutions may also use membership of their governing body as the means of strengthening a collaborative partnership, by inviting a senior member of the partner institution to join their governing body. This may occur in the case of international collaboration, or domestically where there is an arrangement to franchise student numbers to another education institution (perhaps a further education college).
Membership of the governing body normally also includes internal governors, namely the vice chancellor/principal (and for some institutions a number of other senior executive post-holders), students as ex-officio members, academic staff appointed/elected by senate and non-teaching staff. Senior staff may also be ‘in attendance’ at meetings of the governing body and its committees.
Student and staff representation on a governing body acknowledges the importance of two key stakeholder groups. With the growing importance of student funding of English institutions, there has been some speculation that in future the student presence (both current and past students) on governing bodies should be increased.
What skills are needed?
If a governing body is to be effective it must have a membership with an appropriate mix of knowledge, expertise and skills. This raises the question of what is the right mix of skills for the governing body of a higher education institution? The core purpose of institutions is education, but at the same time they are independent and autonomous entities they need to operate as sustainable businesses in order to survive as independent and viable entities. Given these twin needs, there is a strong case for higher education governing bodies having a membership, which offers a combination of sector (‘domain’ knowledge) and business expertise. The precise balance between the two is open for discussion.
The mix of skills
The skills present on a governing body are therefore generally a mix of individuals who bring commercial knowledge and those with sector knowledge. This results from the appointment of some members who have indepth knowledge and senior management experience of higher education, and others with commercial and business skills and expertise. Drawing members from the two constituencies gives the governing body individuals with the skills to judge the institution from an education perspective, as well and those who are able to assess the organisation as a business. Typically, this second group of governors is likely to include individuals who are used to managing large and complex organisations, and those with specialist functional or professional skills (eg accountants, solicitors).
For smaller specialist institutions there may also be a desire to appoint governors who have professional or vocational expertise and experience, which aligns with the institution’s curriculum and research.
Unbalanced governing bodies
Unbalanced governing bodies have in the past resulted in a failure of governance. Examples have included the failure of governors to challenge the executive team on academic matters, placing the institution at serious risk as a result of the absence of governors with senior management experience in higher education.
Achieving a balance
The preceding discussion highlights that achieving an appropriate composition of a governing body is likely to be demanding task, balancing as it does a number of different needs. An appropriate balance is unlikely to be achieved without considerable care and planning. This is an aspect of governance, which is likely to require the chair of the governing body and head of institution working closely together, supported by work of a nominations committee.
Using members' skills
The ability to blend different skills sets and get the best out of the skills and expertise available to the governing body is an important part of the role of the governing body’s chair. Ensuring the skills represented on the governing body are well used is as important for effectiveness as appointing governors with the required skill sets. In this regard the role of the chair in chairing meetings of the governing body is critical. They should ensure that all members are encouraged and able to contribute fully to the discussions and decisions of governing body.
The chair of the governing body also has an important role in determining the membership of the governing body’s committees. Committees are normally where the detailed and often specialist work of the governing body is discharged. Their effectiveness is an important component of the overall system of governance. If committees are to function effectively, they need an appropriate balance of skills, including, where appropriate, individuals with theknowledge and expertise to both support and challenge members of the executive team on specialist topics. Similarly, appointing members with appropriate skills and knowledge as chairs of a committee can make an important difference to effectiveness.
Equality and diversity
The Davies Report into ‘Women on Boards’ of public companies identified gender-diverse boards as having a positive impact on organisational performance and stated ‘It is clear that boards make better decisions where a range of voices, drawing on different life experiences can be heard.’ 1 Similarly, the 2014 update of the UK’s Corporate Governance Code2 highlighted the importance of having members on a board with ‘differences of approach and experience’ in order to reduce the risk of ‘groupthink’.
The gender diversity of the governing bodies of all ‘public’ higher education institutions was the subject of a recent report.3 The report found considerable differences in the gender balance between governing bodies for different institutions.
As part of deciding on their approach to promoting equality and diversity, including in relation to their own operation, governing bodies will need consider the different aspects of equality and diversity, including, for example, the age profile of governors (generally skewed towards older area groups) and ethnicity. Increasingly nominations committees are expected to pay attention to diversity when reviewingthe suitability of a prospective new member of the governing body.
The detailed work of developing the processes to facilitate the search for, and appointment of, new members to a governing body is generally delegated by the governing body to a nominations committee. See Nominations Committee (briefing note 15) for further details.
As part of its work the nominations committee should regularly review the composition of the governing body (usually at least annually), identifying any skills gaps amongst the current membership, or the need to replace a specific set of skills or expertise being lost to the governing body. The work of the committee is normally informed by reviewing a ‘skills register’, which summaries the skills and expertise of the governing body’s current membership. The clerk or secretary to the governing body normally maintains the skills register.
There will be a limit to how long any member can serve on the governing body. This is normally detailed in the institution’s governing instrument. At some point the option of re-appointing an individual for a further term, other than in exceptional circumstances when an extension may be justified, will not be available. As a consequence periodically members with specific skills and expertise will be lost to the governing body. The loss of key skill sets can seriously impair a governing body’s effectiveness. To avoid such a risk it is important for governing bodies to engage in succession planning, identifying any impending loss of key skills from the governing body and instigating the search for a replacement able to replenish the skills lost.
Questions to consider
End notes and further reading
Associate Director, Governance
Aaron Porter was appointed as Associate Director, Governance at the Leadership Foundation (LF) in January 2014. He is also a higher education consultant and a freelance journalist, having previously been president of the National Union of Students (NUS) in 2010 – 2011. He is also an associate for the LF and the Higher Education Academy (HEA), on the advisory network for the Office for Fair Access (OFFA) and CFE research and consultancy alongside a number of other portfolio roles.
During his high profile term at NUS, he was the first NUS President to be invited as an observer to the board of the Higher Education Funding Council for England (Hefce) and to address the annual Universities UK Conference in September 2010. In addition he served as a non-executive director on the boards of UCAS, the HEA and Endsleigh Insurance. He also co-chaired the Beer/Porter Student Charter group which reported to Higher Education Minister David Willetts in January 2011, and was a member of the Hefce Online Learning Taskforce and the review of External Examiners chaired by Dame Janet Finch both conducted in 2010/11.
Previous to his term as NUS President, Aaron served two successful terms as NUS Vice-President (Higher Education), helping to build NUS’ reputation with the sector. He also served as a non-executive board member for the Office of the Independent Adjudicator (OIA) and on the board of the European Students’ Union (ESU). He was also a member of the Burgess Implementation Steering Group and the National Student Survey Steering Group. In 2009, he was part of the UK delegation to the European higher education ministerial summit in Leuven, Belgium.
Aaron studied BA English at the University of Leicester and graduated in 2006. He then spent two years as a sabbatical and trustee of the students’ union, he was also the founding chair of Unions94 (the students’ unions of the 1994 Group). As a student he was editor of the student newspaper, ‘The Ripple’.
Governance Web Editor
David Williams is Governance Editor for the LF website. He has over 25 years experience of working in higher education, as both as an academic and senior manager. During this time he has worked closely with governing bodies, contributing to, and supporting their work
in a variety of ways.
As Governance Editor, David works with the wider LF community and its members to ensure the governance website offers a repository of information and signposts recent developments in the field on governance.