Membership

• Simon Yun-Farmbrough (Chair)
• Dr Mohammad Alramahi (Teaching Nominee of Academic Board)
• Hauwa Ataja (Student Campaigns Lead)
• Professor Rebecca Bunting (Vice Chancellor)
• Michael Cutbill
• Mohit Dhingra
• Richard Exact
• Caius Hamilton (Student Campaigns Lead)
• Simon James
• Councillor M. Aslam Khan
• Ian McKetty
• Isabel Nisbet (Vice Chair)
• Giles Robertson (Academic Staff)
• Gary Salisbury (Professional Services Staff)
• Nishan Shah

Membership

• Isabel Nisbet (Chair)
• Dr Mohammad Alramahi
• Hauwa Ataja
• Professor Rebecca Bunting
• Michael Cutbill
• Caius Hamilton
• Gary Salisbury
• Simon Yun-Farmbrough (Observer)

The remit of this Committee is to provide the Board of Governors with assurance on the quality and standards of the University’s academic (taught and research degree) provision and the student experience.

Student Experience

1. Reviewing the University’s strategy and arrangements for monitoring and enhancing the experience of prospective, present and past students.
2. Receiving reports from the Students’ Union in respect of student representation and activity.
3. Reviewing student experience survey results and their associated action plans (to include NSS, PTES, UKES, BUS et al.)
4. Receiving key performance indicators and benchmarking data as appropriate for areas of relevance to the student experience, to include:
   1. Retention
   2. Student Experience
   3. Employability of graduates and alumni
   4. Equality and diversity including monitoring the delivery of the Access & Participation Plan
5. Reviewing the University’s arrangements and objectives for promoting equality and diversity in relation to the student body.
6. Considering and advising upon the University's arrangements for maintaining and developing alumni relations.

Academic Quality

7. Reviewing academic quality and standards through receipt of reports on quality and standards, including compliance with any external quality assessment, operating models and reporting requirements.
8. Reviewing student achievement, including research degree students’
9. Receiving reports on external audits and associated action plans
10. Reviewing the academic performance of international and UK partnerships, including the quality of teaching and learning at academic partnerships.
11. Having oversight of academic appeals, student complaints and student disciplinary cases.
12. Considering the preparation of the Teaching Excellence Framework submission and review
    outcomes.
13. Commenting on and recommending to the board reports from Academic Board which support the Board in evaluating academic assurance.
14. Commenting on and recommending to the board responses to Office for Students’ assessment reports.
15. Monitoring and reviewing the University’s strategy and arrangements for supporting student academic progress and engagement.
16. In consultation with the Academic Board, ensuring that rules are made with respect to the conduct of students, including procedures for suspension and expulsion, whether for academic or other reasons.

Download the full terms of reference [PDF]

Membership

• Richard Exact (Chair)
• Mohit Dhingra
• Councillor M. Aslam Khan
• Nishan Shah
• Simon Yun-Farmbrough (Observer)

The Committee seek assurances that decisions which might have significant reputational or financial risk undergoes a rigorous process of due diligence. Ensuring that relevant policy and process is consistently applied and that there is compliance with legislative requirements and ensuring financial sustainability within the remit of the Committee. The Committee should demonstrate leadership and stewardship in relation to the audit of the institution by adopting and monitoring compliance with the Committee of University Chairs ‘Higher Education Audit Committees Code of Practice’.

Audit

1. Advising the governing body on the appointment of the external auditors, 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. Discussing with the external auditors, before the audit begins, the nature and scope of the audit.
3. Discussing with the external auditors 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).
4. Considering and advising the governing body on the appointment and terms of engagement of the internal audit service (and the head of internal audit if applicable), 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 and determining the overall approach to internal audit.
5. The Committee will be responsible for the oversight and approval of the internal auditors’ risk assessment, strategy and programme; considering major findings of internal audit investigations and management’s response; and promoting co-ordination between the internal and external auditors. The Committee will also ensure that the resources made available for internal audit are sufficient to meet the institution’s needs (or make a recommendation to the governing body as appropriate).
6. The Committee will be responsible for discussing institutional comparator data provided by the Internal Audit Service, concerning ongoing areas undergoing audit.
7. Discussing issues and problems arising from the internal audits and monitoring the implementation of agreed audit-based recommendations, from whatever source.
8. Ensuring that all significant losses have been properly investigated and that the internal and external auditors, and where appropriate the funding council’s accounting officer, have been informed.
9. Overseeing the institution’s policies for responding to allegations or evidence of fraud and irregularity, including reviewing, reporting and being notified of any action taken under that policy and the reporting of serious incidents, including whistleblowing, as articulated in OfS/CUC guidance.
10. Satisfying itself that suitable arrangements are in place to get assurance on ‘whistleblowing’.
11. Satisfying itself that suitable arrangements are in place to promote economy, efficiency and effectiveness.
12. Receiving any relevant reports from the National Audit Office (NAO), the Office for Students and other organisations.
13. Monitoring annually the performance and effectiveness of the external and internal auditors, including any matters affecting their objectivity, and making recommendations to the governing body concerning their reappointment, where appropriate.
14. Assessing whether the narrative in the financial statements is ‘fair & balanced.’
15. Considering elements of 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 the OfS accounts directions.
16. In the event of the merger or dissolution of the institution, ensuring that the necessary actions are completed, including arranging for a final set of financial statements to be completed and signed.
17. Monitoring the effectiveness of IT Controls.
18. Ensure robust IT and cyber security measures are in place to safeguard institutional data and infrastructure. This includes reviewing cyber security risks, ensuring compliance with industry standards such as Cyber Essentials Plus and the NCSC Cyber Assessment Framework (CAF).
19. Monitor the effectiveness of policies, processes, and technologies through regular reporting to the committee to ensure resilience and continuity of operations.
20. Shall oversee the implementation and maintenance of policies and systems to ensure compliance with all relevant legislation and regulations, focusing on GDPR, employment law, health and safety, equality and diversity, and advanced cyber security frameworks. This includes monitoring adherence to data protection measures, ensuring mandatory breach reporting, and maintaining compliance with relevant standards where applicable.
21. Ensuring that the Committee should have access to all information necessary to carry out its function, for example access to external partners.

Risk

22. Keeping under review the effectiveness of the risk management, control and governance arrangements, and in particular reviewing the external auditors’ management letter, the internal auditors’ annual report, and management responses.
23. Ensuring the effectiveness of the Strategic Risk Register (SRR).
24. Considering and proposing to the board a statement of risk appetite for the University’s activities.
25. Prior to the approval of the financial statements, preparing a report for the Vice Chancellor and the Board of Governors each year, summarising the Committee's activity for the year.
26. Ensuring that risk training is provided to key staff and members of the Board as appropriate and providing an opinion on the adequacy and effectiveness of the University's systems for risk management, control and governance, the quality of data provided for external returns and the arrangements for securing economy, efficiency and effectiveness (value for money).

Compliance

27. Ensuring that the University has appropriate policies, systems and procedures in place for ensuring compliance with legislation and regulations, including those relating to employment, health and safety, equality and diversity, Cyber Security, information and data.
28. Ensuring that the University complies with the accountability requirements set out in the OfS Financial Memorandum and those of other funding bodies and the University’s Articles and Instrument of Government.
29. Ensuring that a register of interest is maintained for Governors and senior staff of the University and reviewing the Register on an annual basis.
30. The Audit & Compliance Committee may commission external legal advice on issues pertaining to its remit.

Download the full terms of reference [PDF]

Membership

• Simon James (Chair)
• Professor Rebecca Bunting
• Caius Hamilton
• Giles Robertson
• Ian McKetty
• Stephen Wells (Co-Opted)
• Simon Yun-Farmbrough (Observer)

To provide strategic oversight of the University’s financial, investment, estates, and ICT matters.

1. Ensuring compliance with the Office for Students’ financial requirements and obligations.
2. Considering and recommending to the Board the University’s long term financial strategy and monitoring its delivery and the continued sustainability of its financial operations.
3. Reviewing and recommending proposed annual capital and revenue budgets.
4. Scrutinising and recommending annual financial statements of the University and its subsidiary operations.
5. Approving financial and accounting policies, including financial regulations and those for treasury management and investments, banking arrangements, fees, scholarships, charges, endowments, and donations.
6. Monitoring financial performance against capital and revenue budgets, including cash flow and debtors, approving the write-off of bad debt, and advising the Board on any issues relating to the solvency of the University and the safeguarding of its assets.
7. Reviewing the University’s annual capital expenditure programmes, approving or recommending them to the Board in accordance with delegated financial limits, and monitoring their delivery.

Resources

8. Keeping under review the University’s space requirements, provision, condition, location and cost to ensure the sustainability of its estate and infrastructure.
9. Making recommendations to the Board concerning proposals relating to estates strategy, including the acquisition, lease, construction and disposal of land and buildings.
10. Considering the University’s estates strategy and making recommendations to the Board, reviewing estates proposals in the light of the strategy, and monitoring the progress of major estates developments.
11. Review the University’s Information & Technology Strategy to ensure infrastructure, software and security are appropriately managed and resourced.

Students’ Union

12. Examining the Students Union’s annual report and annual estimates and recommending the provision of funds.

General

13. Reviewing performance, as reported in the balanced scorecard and elsewhere, and risks in each of these areas.

Download the full terms of reference [PDF]

Membership

• Simon Yun-Farmbrough (Chair)
• Professor Rebecca Bunting
• Michael Cutbill
• Isabel Nisbet

To take a strategic oversight of the quality of governance.

The Governance Committee is responsible for the strategic oversight of the quality of governance. The Committee will ensure that regular reviews of governance are undertaken and will oversee the development and implementation of a Board Development Plan following those reviews.

1. The strategic oversight of governance will include the following areas:
   1. Improve the visibility of the Board and governor interaction with the University community.
   2. Support governors particularly through briefings, induction and training programmes based on areas of need.
   3. Ensure the Board is focused on strategic change and implementation of agreed strategy.
   4. Ensure timely succession planning with recruitment matching known skills shortages.
   5. Ensure that the Board is compliant with the regulatory framework and CUC guidance.
   6. Implement robust reviews of committee effectiveness.
   7. Oversee the annual appraisal of the Chair of the Board, Committee Chairs and Governors.
   8. Ensure governors have opportunities to work together and develop a shared purpose.
2. Identifying, recruiting and making recommendations on the appointment of new Governors, taking account of requirements for openness and the need to balance the skills, experience and personal characteristics needed to discharge the Board’s responsibilities and to sustain and enhance its effectiveness. The Committee will be responsible for an annual skills audit of governors.
3. The Committee has oversight of succession planning for governing body members, making recommendations on appointments to Board Committees to ensure that their effectiveness is sustained and enhanced, including the appointment of co-opted members.
4. Making recommendations on the duties, recruitment and appointment of office holders, including the Chair and Vice Chair(s) of Governors and Committee Chairs.
5. Making recommendations on the re-appointment of governors and Committee members, and the extension or termination of terms of office in accordance with the Board’s rules and the need to sustain and enhance its effectiveness.
6. Monitoring the effectiveness of the Board and Committees, taking account of the need to sustain and enhance effectiveness, good practice in the HE sector and elsewhere, and making proposals on the Board’s processes, operations and Governor development.
7. The committee will consider training and development opportunities for the governing body, individual governors and members of sub-committees.
8. The Committee sets the terms of office for independent governors and co-optees. The terms of offices of staff and student governors do not fall within the remit of the Committee.
9. The Committee is responsible for monitoring the attendance and appraising the performance of independent governors and co-optees.
10. The Committee has oversight of governance arrangements and actively progresses actions required to enhance Board effectiveness, ensuring continuous improvement in governance practice.

Download the full terms of reference [PDF]

Membership

• TBC (Chair)
• Hauwa Ataja
• Professor Rebecca Bunting
• Ian McKetty
• Gary Salisbury
• Simon Yun-Farmbrough (Observer)

To have strategic oversight of the University’s people and culture objectives and all employment and reward matters.

1. Any workforce matters with significant financial implication.
2. Have oversight of the size and shape of the University’s workforce to ensure that the University attracts the best talent possible within financial constraints alongside ensuring that staff have access to training & development leading to career progression.
3. Ensuring that the University offers fair reward and that pay, pension arrangements and conditions of employment are properly determined. Excluding the emoluments and salaries and severance of senior post holders which are determined by the Board of Governors Remuneration Committee.
4. Review annual reports in respect of all People & Culture matters, addressing university trends and sector benchmarking in order the assess, staff culture, quality of leadership, the University as employer of choice and the health and wellbeing of staff.
5. Have oversight of the relevant policies and procedures including an assessment of their effectiveness.
6. To have oversight of the University’s performance in meeting its responsibilities relating to Equality, Diversity & Inclusion.
7. Have oversight of the University culture, staff morale and values particularly during times of change.
8. Maintain a proactive approach to horizon scanning, identifying and anticipating sector-wide developments that may impact people and culture, including changes to conditions of service, pensions, and workforce expectations.
9. Ensure that the University’s people strategies are future-proofed by monitoring leading practices and assessing the extent to which alignment with sector trends is appropriate.
10. Regularly review emerging innovations and trends within the sector to support agility and competitiveness in the University’s approach to people and culture.

Download the full terms of reference [PDF]

Membership

• Isabel Nisbet (Chair)
• Richard Exact
• Simon James
• Simon Yun-Farmbrough

The Committee determines the remuneration of the senior post holders (as defined in the Articles of Association, the Vice Chancellor, the Clerk to the Board of Governors and the holders of such other senior posts as the Board of Governors determine), sets and measures senior post holder performance, considers and determines the emoluments of the Vice Chancellor and other senior post holders, monitors impacts and meets all legal and equal pay matters. From October 2021, the PVCs, CFRO and the Registrar & University Secretary.

1. Developing and maintaining a remuneration Code of Practice.
2. Considering the Vice Chancellor's recommendation on the annual performance of the University over the past year and implications for the remuneration necessary to sustain or improve performance and/or retain staff.
3. Considering the public interest and safeguarding of public funds alongside the interest of the institution when considering all forms of payment reward and severance.
4. Annually determining the salary (and other emoluments) of the Vice Chancellor, as assessed by the Committee and in light of the overall performance of the University, and reporting to the Board of Governors as part of the Committee’s Annual Report.
5. Annually (and upon appointment) validating and setting the level of salary (and other emoluments) to be paid to senior post holders - in discussion with the Vice Chancellor and taking into account comparative information.
6. Receiving notification (upon appointment, or award, and thereafter annually), of all salaries of over £100,000.
7. In discussion with the Vice Chancellor, annually determining the terms of the contract held, and the remuneration of, the Registrar & University Secretary (as Clerk to the Governors) in respect of his/her work for the Board.
8. Reviewing any severance terms offered to senior post holders (as defined in OfS Regulatory advice 9: Accounts Direction, June 2018) on leaving the University’s employment.
9. Receiving reassurance that a single published expenses scheme, as applied to senior post holders, is in operation and operating effectively.
10. Producing an annual report of the work of the Committee to be submitted to the main Board.
11. Undertaking a regular review of effectiveness of the Committee to include a review of the Terms of Reference.
12. Monitoring and reporting regularly to ensure the University is conforming with gender pay reporting requirements and the Equal Pay Act as they relate to the senior post holders and the salaries of other senior roles as defined by the committee.

Download the full terms of reference [PDF]