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Introduction and aim
This briefing note looks at the operation of governing bodies and their effectiveness. The briefing note should be read in conjunction with governor’s briefing note 3: the workings of a governing body.
The system of governance
While a governing body is central to the institution’s governance, other groups (eg senate or academic board) and individuals (eg head of institution) are also important elements of the overall system of institutional leadership and governance. Collectively these elements describe an institution’s system of governance. The overall effectiveness of the system will be dependent not only on the workings of each component, but also on the overall coherence and functioning of the system as a whole.
The components of the system of governance
The governing body sits at the apex of an institution’s system of corporate governance. In discharging its responsibilities it normally retains for its own determination a number of key decisions, albeit when making a decision it may be on the basis of a recommendation made by one of its own committees. This highlights the potential importance of committees with the overall system of governance.
Delegation of authority
To avoid any doubt as to which body or individual is responsible for what, governing bodies are encouraged to develop a scheme of delegation. Typically, a scheme will detail the responsibilities of the governing body, its committees, chair of the governing body, head of institution and of the senate or academic board. Some elements of the scheme of delegation are likely to be found in the institution’s governing instruments, but others may need to be agreed by the governing body and incorporated in the institution’s standing orders or similar instrument of governance. As one commentator has observed ‘clear delegation should reduce the risk of non-executive governors straying into areas which properly belong to the executive.’1
There are a number of committees that governing bodies are required to establish, either as a requirement of the relevant code of governance, of their funding council or because their establishment is specified by the institution’s governing instruments. To comply with the funding council’s requirements and governance codes institutions will be expect to have the following:
In addition, further committees may be specified by the institution’s own governing instruments. For example, institutions established under the 1992 Further and Higher Education Act are required to establish a committee or committees in respect of:
Many institutions also establish additional committees to assist the work of the governing body, including, for example:
Institutions may also from time-to-time decide to establish ‘temporary’ committees, which have a specific task to undertake (eg advise on the appointment of a new head of institution or exercise oversight of a major new development). Such committees are normally disbanded once they have completed their specified task.
A review of a governing body’s committee structure should form part of the review of the governing body’s effectiveness.
Terms of reference
Each of the committees should have clear terms of reference setting out its duties, composition and authority. It is common practice in many institutions for each committee to be reminded at the beginning of each annual cycle of meetings of their terms of reference. The governing body should also ensure the terms of reference are fit-for-purpose by periodically reviewing the work of its committees.
Periodic reviews of effectiveness
Governing bodies are expected and required to review their own effectiveness, as well as assuring themselves of the effectiveness of the institution’s senate or academic board.
A key element of the Committee of Universities Chairs (CUC) higher education code of governance is that ‘the governing body must review regularly its effectiveness and that of any committees in its sub-structure.’ The consultation draft of the CUC code noted that the period between reviews is a matter of debate, but that ‘there is advantage in a threeyear interval’. Similarly, the Scottish code of good higher education governance suggests institutions should conduct an annual review, but that at least every five years an externally facilitated review should be undertaken.
How to access effectiveness?
Both the CUC and Scottish codes of governance suggest effectiveness should be assessed against the institution’s statement of primary responsibilities and against the relevant code.
An alternative framework2 informed by field research undertaken on behalf of the Leadership Foundation and CUC suggests effectiveness is best judged by the looking at:
Effective governance is based on the interaction of all three elements above, which collectively contribute to development of high performing governing bodies.
In deciding how to review its effectiveness, the governing body must ensure the process is meaningful and not just a ‘tick-box’ exercise undertaken to comply with the relevant code of governance. This requires careful thought and consideration as to how any review of effectiveness is to be carried out.
Use of an independent evaluator
When evaluating effectiveness governing bodies are encouraged to use an external and independent evaluatorto assist with the process. The employment of an external evaluator increases the likelihood that any review will be impartial and objective. Careful choice of the evaluator will however be necessary to find an individual who brings a good knowledge of governance in higher education and who can quickly gain the trust of the governing body, and, in particular, the chair and the head of the institution.
Typically, the work of an external evaluator involves observing the workings of the governing body and its committees, reviewing past papers and minutes of governing body and committee meetings and interviewing members of the governing body and sometimes a number of institutional stakeholders. They may also look at reports completed by the institution’s internal auditors on governance.
Reporting on effectiveness
Once they have completed their assessment, the external facilitator will normally submit a report of their findings to the governing body, but may in advance privately feedback their findings and any suggested actions to the chair of the governing body. This allows the facilitator the opportunity to provide more detailed information than they may feel able to include in their report that may be placed in the public domain.
Normally, a report on effectiveness will contain observations and suggestions based on sector-wide best practice to which the governing body is encouraged to give attention, as well as more specific recommendations for action.
Recommendations to improve effectiveness
If following discussion of the report the governing body accepts the recommendations of the external facilitator the task of implementation is normally delegated to the clerk or secretary, working with the chair and head of institution to implement the agreed changes and report back to the governing body.
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.