A Review of the Effectiveness of the Council
Contents
Page No.
Executive Summary
1
Introduction
3
2
The Context of Governance, Roles, Responsibilities &
4
3
Relationships with Related Bodies
Strategy, Institutional Performance, Risk and Review
7
4
Council Size and Membership
13
5
The Effectiveness of Council Structures and Processes
17
6
Council Committees
21
7
31
9
Working Relationship, Council Dynamics and Relationships
with the SMT
Academic Governance: the Academic Board and the Academic
Committee
The Administration of Governance and Information Flows
10
Summary of Recommendations
43
8
34
39
Appendices
A
An Overview of the Changing Context of HE Governance
46
B
Types of HE Governing Bodies in Action
50
C
Council Effectiveness Review 2005/6: Summary of
52
Key Issues, Actions and Progress
D
List of People Interviewed
54
Allan Schofield & Tom Kennie
February, 2011
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Executive Summary
This report was commissioned by the Council in 2010 with the objective of conducting an external
review of the effectiveness of Council and to report on any recommendations for change. The
programme of work led to the production of a short interim report which was reported to Council in
January 2011. This more extensive report details our recommendations which will, in the first
instance, be considered by a Council Review Group and be reported subsequently to the full Council.
The approach adopted consisted of a range of structured interviews and focus group discussions with
both independent and elected members of Council as well as members of staff who provide support
to Council.
In reporting the issues that we believe require consideration by Council we fully acknowledge the
considerable success which the UCL has achieved and the strength of the leadership provided by the
Provost. Our review is, however, very much focused on how to build on and enhance this success in
a very different political, economic and social environment than that which has been in place since
the last review. This new context will place significant additional expectations and potential burdens
on all who play a part in the governance, leadership and management of the institution. This review
should therefore be seen as a contribution to the process of preparing for these new challenges.
In total 29 recommendations are proposed for consideration which cover issues ranging from:
The role of Council and the emphasis placed on strategic governance as well as links with
other related governance bodies in the wider UCL context (recommendation 1);
The role and engagement of Council in relation to strategic planning, risk management and
the monitoring of performance (recommendations 2-6);
The selection, induction and development of Council (recommendations 7-12);
Enhancing the effectiveness of Council structures, processes and the operation of Council
Committees (recommendations 13-22);
The workings of Council and the development of working relationships (recommendation 23);
Strengthening the process of, and links with, the academic governance (recommendations
24-26) and
In recognition of the increasing demand for evidence based decision making, transparency of
information and ease of communication to further enhance the administration of governance
and information flows (recommendations 27-29).
We would like to express our gratitude to the members of Council and staff who very willingly
engaged in this exercise and in particular to the office of the Director of Academic Services who
provided access to significant amounts of background information for many of our questions.
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1.
Introduction
1.1
This report was commissioned by the Council in 2010 with the objective of conducting an
external review of its effectiveness and to report on any recommendations for change. The
programme of work led to the production of a short interim report which was reported to
Council in January 2011. This more extensive report details our recommendations which will,
in the first instance, be considered by a Council Review Group and be reported subsequently
to the full Council.
1.2
The following terms of reference were set out in the invitation to tender for this review:
To conduct an evaluation of the effectiveness of UCL’s governing body, the Council.
To conduct, on behalf of the Council, an evaluation of the effectiveness of the UCL
Academic Board (AB) and of committees operating under the auspices of the Council
and the AB.
To review developments which have taken place since the last formal effectiveness
review - in the academic year 2005-06 - of the Council, the AB and the committees
reporting to them.
To evaluate the relationship between the Council and the Provost’s senior
management team.
To conduct these evaluations with reference to the criteria set out in the Committee
of University Chairs/Higher Education Funding Council’s Guide for Members of Higher
Education Governing Bodies in the UK (March 2009).
To produce a report for consideration by the Council at its meeting in Spring 2011.
1.3
To gain evidence to inform our recommendations we used five processes:
Interviews – we conducted one–to-one interviews with the vast majority of Council members
and members of the secretariat. A list of those we interviewed can be found in Appendix
D.
Focus Groups – we conducted focus group meetings to gain collective perspectives from
members of the executive and also an open meeting for staff who wished to attend.
Observation – we observed the workings of governance first hand through direct observation
of Council meetings and the Academic Board.
Access to documents – we conducted sample reviews of many of the documents and data
provided to Council.
Review – we conducted a review of the progress taken following the last effectiveness
review. This summary can be found in Appendix C.
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2.
The Context of Governance, Roles, Responsibilities & Relationships with
Related Bodies
Context
2.1
There are a number of important contextual factors which have influenced how governance
at UCL has developed, and in particular the role of the Council, its committees and the
Academic Board and Academic Committee. These include, but are not limited to:
A confident and self-evidently successful institution.
A highly complex institution which presents a number of challenges for effective
governance.
A high level of academic staff participation in governance at all levels, largely due to
its history and culture.
Confidence in the continued ability of UCL to grow notwithstanding obvious financial
challenges and an increasingly competitive higher education marketplace.
General confidence in the current executive in relation to the management of UCL.
2.2
Partly as a result, both the formal structure and processes of governance have changed
relatively little in the last decade (notwithstanding some modest changes following the last
effectiveness review in 2006 and - as mentioned previously - reported on in Appendix C). As
a consequence most (but not all) of those interviewed felt that some changes were now
required, and some have already been set in train, for example, a review of committees,
changes to risk management and market testing internal audit. In our view such changes
are welcome, but more needs to be done.
2.3
Nationally, the context of governance has also changed and the implications for UCL need to
be acknowledged. The expectations falling upon governing bodies in HEIs have increased
substantially for reasons which include: general government policy on governance in all
sectors; an increase in the requirement to demonstrate public accountability and value for
money; substantial increases in risk including the growth of competitive pressures on HEIs
(both national and global) and - regrettably - the failure of governance at a few HEIs (most
notably London Metropolitan) leading to anxiety in the UK funding bodies. These pressures
will now clearly increase substantially due to the implications of the rise in student fees,
which will inevitably involve many governing bodies more directly than before in major
strategic and sustainability challenges.
2.4
As a result of such developments the way that governance is being undertaken by many HEIs
is changing and there is considerable innovation within the sector (and this is not restricted
to post-1992 HEIs). Such developments include: a trend to smaller governing bodies (14 is
currently the smallest) that meet more regularly; a reduction in the size of committee
systems but with greater delegation of powers to those that remain; an increase in the
workload and expectations of governors (with implications for membership) and so on.
Although some critics will see this as the increasing managerialisation of higher education,
and blame the funding councils for imposing an excessive accountability burden, the truth is
that those HEIs that are most active in enhancing their governance practice are doing so not
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for compliance reasons, but because they increasingly recognise the benefits that effective
governance can bring. The challenge for governing bodies in all HEIs is therefore not
whether change is necessary, but what should be the nature and pace of it to suit their own
institutional circumstances. We discuss the context in more detail in Appendix A.
2.5
Interestingly, some respondents who gave information to us observed that due to the factors
listed in paragraph 2.1, some of the potential weaknesses of governance at UCL had not
become evident, and therefore the need for change - although recognised by many - had not
become a priority. However, there was extensive recognition that with higher education
entering much more unstable times, there was a growing need for effective governance and
therefore general support for this review.
Roles and Responsibility
2.6
Although the formal responsibilities of the Council and its committees are set out in the
statutes and (as required in the CUC Code of Governance) in a statement of primary
responsibilities (see Section 5), in practice our view is that members see their role in rather
different ways, largely based on their own experience - which may often be of different kinds
of boards or (in the case of some internal members) lacking experience of governance bodies
of this scale at all. Given the diversity of the Council (and that some lay members of
committees are not Council members at all) such differences of view is not surprising, but it
was evident in our interviews that significantly different perceptions of role exist.
2.7
In our experience this is entirely typical of many university governing bodies, and the
implications can be identified in a simple model that we have developed as which is
represented and discussed further in the Venn diagram in Appendix B, which identifies
different - and potentially competing - perceptions of governing body purposes.
2.8
Although in real life governance is obviously more complex than represented in the diagram,
numerous issues follow, including a recognition that different perceptions exist of Council
roles and responsibilities:
Members have different views about how the boundaries between management and
governance should be drawn in Council discussions. One consequence is that some
members ask questions of operational detail, whilst others regard this (rightly in our
view) as primary matters for management.
There are also different views about the extent to which Council should be actively
engaged in monitoring key strategic developments, with some members content to
play an oversight role, whereas others feel that much more active risk based
monitoring is required on the achievement of performance targets and associated
action plans (see Section 3)
Such issues mean that to some extent there is a lack of a shared approach and style
to how discussion in Council takes place and risks governance becoming ineffective. ,
(in terms of the three circles diagram this is typical of the ambiguity created in the
area of the diagram where the three circles overlap.)
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There are numerous practical consequences in members having differing views of
this kind, including the nature of the future governance and committee structure,
future Council size and membership, the information requirements of Council, and so
on. (For example, strategic boards will typically be smaller, meet more often than
oversight ones, and have more demanding information needs.)
2.9
We think that the implications of this diversity of view is important for UCL and the Council,
and should be resolved so that an agreed and shared view exists, including between the
Council and the executive. In our judgement, the dominant perspective of the Council at
UCL in the past has been of a body largely concerned with oversight coupled with a strong
element of governance for participation and democracy (hence the high proportion of internal
members of the Council and the almost unique position of the Academic Board). The Council
has not felt it necessary to be an active strategic and monitoring body, nor to govern in order
to try and help maximise institutional performance and success. (External pressures are
driving other boards in that direction, and this may also be the case for UCL.) Clearly there
will be different views about this analysis, but there is an important question to be
addressed: what kind of board does the Council want to be and what does UCL
need?
2.10
In our judgement the Council needs to move away from a primary focus on oversight to one
which has a greater emphasis on strategic governance to support institutional performance
and success, although the scale and pace of this move is open to debate. Our report is
premised on this change of emphasis. We recommend that the Council Review Group
need to consider this fundamental issue and affirm such a change of emphasis to
Council. Our report is premised on this change of emphasis and believe that if the majority
of our recommendations are implemented this will lead to this rebalancing.
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3.
Strategy, Institutional Performance, Risk and Review
3.1
One the key responsibilities of Council is to assure itself of the process for contributing to the
development and monitoring of ‘corporate strategy' and subsequently holding the Executive
to account for its execution. ‘Corporate’ is used in this sense to imply the overarching sense
of medium to long term strategic direction and the way in which the many separate strands
of the strategy are integrated into a coherent whole. The process should also include the use
of a relevant series of performance measures which enable Council to monitor the execution
of the strategy, all within a suitably defined approach to risk and its management.
3.2
Council has had the opportunity to consider strategy through the Provost's various green
papers, and through discussion during the away days. It has also adopted a number of KPIs
that are reported on annually. However, we agree with the majority of those interviewed
who thought that further steps were required to give greater prominence to the strategic role
of Council.
3.3
In summary, from our perspective the main issues in relation to this area appear to be:
There is insufficient time given to strategic and performance review, partly
because of lack of time, but also because some performance review systems are
not consistently in place.
Beneath the overall corporate strategy, although the Finance Committee reviews
the finance and estates strategies Council engagement with other strategies is
variable and in some areas weak. For example, there does not appear to have
been a substantial discussion of the health strategy since 2008 (including the
important UCL Partners Initiative - see below); nor any substantive strategic
discussion of commercialisation or the interaction with UCLB - also see below; the
four major research 'Grand Challenges' appear to have been adopted without any
strategic engagement of the Council; and so on.
In addition to the KPIs, the Council could do more to monitor the achievement of
strategy. Sub-strategies appear to vary in the extent to which they have targets,
and the mechanism by which Council receives regular reports on key areas also
varies. In some cases where actions against defined targets are identified (for
example in the annual KPI review) it is not clear either how agreed actions to
address under-performance are formally acted upon and reviewed by the Council,
or how Council holds the executive to account for any failure to act.
There appears to be no systematic and regular evaluation system for reviewing
the performance and value for money of corporate services, and about which the
Council might expect to receive reports. As a result although Council occasionally
hears reports from services, in practice it is unable to draw any robust conclusions
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about service quality (the presentation by the Careers Service at the Council
meeting of 25 November was an example).
Risk is not embedded in Council discussions, and we were told that the Council
has never really had a discussion of strategic risk appetite. Rather risk has been
seen as a more technical issue for the audit committee. New arrangements have
now been put in place for risk management, which may strengthen the position.
3.4
What we think is needed is a more coordinated approach to integrate strategy, risk and
monitoring performance through review for all key strategic areas involving the Council. The
process can be represented as follows:
Strategy
Risk
Review
3.5
As mentioned above the current approach to considering risk is largely a delegated
responsibility of the Audit Committee (for ensuring that processes for basic risk management
are in place). On the more strategic level we feel more could be done to engage Council in
debating its ‘risk appetite’ in order to guide some of its strategy on different activities, and in
debating the major strategic ‘risks’ and the necessary actions to be taken to mitigate any
risk impact. We see this as a more engaged debate about embedding strategic risk in
determining Council priorities, rather than a procedural review of the ‘risk register’.
3.6
The internationalisation strategy provides a topical example of how this approach might
work. There is concern amongst some Council members about aspects of international
partnerships, but the discussion at the 6 October meeting was largely operational, and was
made without reference to the internationalisation strategy 2008-2011 previously agreed. In
our view what should happen in relation to consideration of the next strategy is: first, the
Council needs to understand fully the strategic and associated implications of its very
prominent public mission statement about being a global university; second, there needs to
be agreement about the risk appetite of the Council in relation to future internationalisation
(with appropriate management information available to guide that discussion); third, the
agreement of a strategy which meets agreed risk criteria and with defined performance
measures that can be both academically and market tested; and fourth, regular reviews
(probably annual) of the strategy against the defined criteria. Such a cycle would provide
both an integrated strategic approach by the Council and also appropriate freedom of action
for management, in that other than the annual review the Council would only be involved in
exceptional cases where substantial risks needed to be mitigated. We see such an approach
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working across the whole range of strategic issues involving the Council and propose that
the Council Review Group bring forward recommendations for such an approach
to strategy development as new strategies are brought forward to Council during
2011 and beyond.
3.7
In parallel to using the approach to strategy development outlined above we also believe it
would be timely for Council to consider how it could enhance its use of management
information and KPIs to monitor progress and identify trends in performance. Much good
work has been done in recent years to develop and use KPIs across a number of areas. The
work is ongoing and we believe could be accelerated. The use of data, information and the
knowledge which emerges from analysis will be of even greater importance in reaching good
evidence based decisions. It would be timely for a paper to be produced which provided a
synthesis of the current KPIs which are being used to monitor performance across all Council
and committee activities, and for the Council to have a collective review of the number and
format of such indicators for the future. In this way we believe the process of improving
management information and embedding the KPIs more into the strategy development and
monitoring process will be enhanced.
We recommend that a review be undertaken of strategic institutional
performance review through the use of a ‘balanced scorecard’ of KPI’s and the
results discussed with Council as an integral part of the new strategy
development process.
3.8
Having reached a settled view on the indicators for each of the main strands of the
institutional strategy we would also recommend that the highest level indicators are reviewed
at least annually by Council, and more regularly where appropriate. We also feel it would
help embed their use if ‘second level indicators’ were integrated into the paperwork for
aspects of each strategy and presented to Council as part of its normal business.
Strategic Relationships with Related Bodies
3.9
In 3.3 we noted the Council had not engaged actively enough in some important strategic
areas, and in the following few paragraphs two areas are highlighted: health and
commercialisation. In both, the workings of Council are connected to and inter-woven with
related bodies which are critical to the strategic development and success of the College, in
particular UCL Partners and its links to the National Health Service (NHS), the new UKCMRI
and - in relation to commercialisation - UCL Business (UCLB).
3.10
So far as developing a strategy for health is concerned, UCL Partners brings together
researchers and clinicians from UCL and four NHS hospital trusts: Moorfields, UCLH, Royal
Free and Great Ormond Street to create Europe’s largest academic health science
partnership. It is one of five Academic Health Science Centres in the UK – three of which are
in London, and unlike the highly integrated model which operates at Imperial College it is
much more of a loose federation. The current Governance structure at UCLP involves a board
whose membership consists of the Chair and CEO of each of the partner members, except for
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UCL where the Chair of Council is not involved and UCL is represented by the Provost and the
Vice Provost (Health).
3.11
UKCMRI is a separate and highly ambitious project to create a world-leading medical
research centre, bringing together the research capacities of four founder organisations: the
MRC, Cancer Research UK, the Wellcome Trust and UCL. Investment and infrastructure
development is very substantial, and the Council had an initial paper on the proposal in 2008.
3.12
Given the scale and importance of both developments (and the overall importance of health
to UCL) it seems to us that (based on relevant papers) there has been less strategic
involvement of the Council than might have been expected, given the considerable risks and
reputational issues involved, and also that the governance issues (particularly of UKCMRI)
appear to raise a number of important questions yet to be considered by the UCL Council.
Accordingly we believe that engagement in the health related strategy needs to be
strengthened and we understand that this is being initiated at the forthcoming March Council
meeting.
3.13
In the longer term consideration might be given to matters such as:
More frequent oversight and familiarity with the health strategy and regular review of
its associated risks and opportunities. Given the importance of the field it would not
be unreasonable for the theme to be part of the Council agenda on a relatively
frequent basis.
Increased interaction by the Council with the board of UCLP (and in due course the
board of the UKCMRI). In the event that the relationship with UCLP becomes more
integrated then Council may wish to consider whether the Chair should also become
a member of the Board of UCLP as is the case with the other partners.
We therefore recommend that the Council Review Group consider practical steps
to increase the strategic and risk oversight of health related matters and to keep
under active review key developments with all partners.
3.14
So far as commercialisation is concerned, there should be very substantial opportunities for
UCL, indeed its wholly-owned subsidiary UCLB has an ambitious mission in supporting UCL
"to be the best university commercialisation group in the UK and globally”. Although legally
separate, UCLB depends on appropriate College policies being in place for a whole range of
issues including; IPR ownership; policies on use of facilities by staff; financial management
systems capable of identifying full economic costs and pricing information, and many more.
Moreover, notwithstanding its separate legal status there are substantial legal, financial and
reputation risks falling on UCL itself.
3.15
UCLB is governed by its own board with no members formally drawn from the UCL Council
(although one person sites on both boards). As we understand it there are no common
services with UCL, and audit is separate. The UCL internal audit arrangements do not apply
to UCLB, and the recent retired internal auditor had no knowledge of arrangements.
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3.16
When seeking information on the extent of Council knowledge of UCLB we were told that
(other than the individual with shared membership of both boards) there has been minimal
engagement, and no discussion of UCLB or a UCL commercialisation strategy at Council.
However, for the first time last year the Finance Committee did request a presentation from
UCLB which we understand raised a number of issues. Frankly, we find this lack of
engagement of Council in an important but challenging strategic area rather worrying, and
we were told it was largely because of priorities adopted by the previous Vice-Provost who
had responsibility for this area. (The portfolio has now been given to a new Vice-Provost and
hopefully the Council will be more actively involved in future.)
3.17
However, we think that this example does highlight a potential weakness of the way that
strategy development and monitoring is considered by the Council, in that it is very
dependent on individual members of the executive to bring forward strategic proposals and
there is no common approach to how this is done or common expectations of the Council of
the kind of management information to assess opportunities and risks that might be
expected. Accordingly, we recommend that the Council Review Group consider
whether greater attention needs to be paid to the strategic engagement of the
Council in relation to commercialisation, and the implications of the current
position for the way that the Council considers strategic issues more generally.
Structures for Enhancing Council Involvement in Strategy
3.18
Involving the Council more in strategic and performance monitoring matters will require a
decision about the extent to which this can be done within the existing structural
arrangements. It is unlikely that the current pattern of four meetings a year is adequate for
such a role, and we think there are broadly three options:
For the Council to take on this more strategic role itself and to meet probably six
times a year.
For a separate committee to be established on strategic and performance issues.
To enhance the role of the Finance Committee to give it this role.
All three approaches have advantages and drawbacks, and are considered in Section 6 as
part of a number of possible changes to the committee system.
3.19
One of the key opportunities to involve Council in a more strategic manner is the use of
awaydays. Since their introduction they have been very much welcomed by those members
we interviewed. The vast majority also had ideas for how they could be enhanced to increase
their value. Among the suggestions were to:
reduce the number of presentations and increase the number of sessions which
were designed to explore a key theme where the experience and expertise of
Council members (particularly lay members) could be used to a much greater
extent;
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use the event to engage in a more structured process of horizon scanning to help
all members become more familiar with the fast changing short, medium and long
term context within which the College is and will be operating;
find ways to provide more time for informal networking and social interaction
between the members;
change the location so as to create more of a sense of being separate and in a
different type of environment from the normal Council meetings;
consider whether the investment in a residential event would be of value in
increasing the time for interaction with members;
consider whether the awaydays would benefit from the involvement of a facilitator
to help design and guide the process and
one member proposed holding two such events, one focused on horizon scanning
future trends, strategic direction etc. and the other on the implementation of the
strategy.
We would endorse the views expressed and therefore suggest that the Council Review
Group consider the value of adopting an alternative approach to the use of the
Council awaydays so that they may become of even greater value in relation to
strategy development and implementation.
Simply changing the structure and location (among other matters) will not ensure that the
meetings become more strategic in nature, to do so it will also be necessary to encourage
more debate and interaction and with it more ‘challenge’. We return to this theme in section
7.
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4
Council Size and Membership
4.1
The size and membership of governing bodies across the HE sector has been undergoing
significant change in the recent past (see Appendix A). Our comments in this sector reflect
this changing landscape.
Size
4.2
The current Council size of 20 resulted from the proposals of the last effectiveness review.
Views about the size of Council varied in our interviews but overall the broad consensus was
that it was ‘about right’ – although size also needs to be considered in the context of the
composition and experience of members. Approximately five members thought it was too
big a body to be effective, and two thought it could be larger. At 20 it is around the average
size of an HEI governing body, although smaller than most (but not all) Russell Group
members. Although smaller meetings are almost by definition easier to run than larger
ones, we do not see any great advantage at this time in changing the Board size.
Membership
4.3
Current membership is 11 lay members (including the Chair), the Provost; six elected
members (three professorial and three non-professorial) and two students. This balance of
approximately 55% lay and 45% internal may present difficulties, in that CUC guidance (and
the expectation of the HEFCE financial memorandum) is that lay members must be in a
majority, including on Council committees. This presents a challenge to the current UCL
conception of a quorum for a meeting and we make recommendations for action in section 6
on committees.
4.4
Lay members are recruited via the Nominations Committee, but unlike many other HEIs we
understand that no formal detailed skills matrix is used to identify the characteristics of new
members and to aid diversity in recruitment, (although a less specific list of key experience
areas is used). Recruitment is undertaken informally and does not use advertising or
professional search agencies, with an emphasis (although not a requirement) on recruiting
UCL alumni. It is not for us to comment on the current lay membership, but it is clear that
the Council lacks diversity (other than in relation to gender) and for an institution with global
aspirations lacks international membership. We recommend that the Nominations
Committee considers a more proactive approach to future lay membership
including the use of skill sets.
4.5
In section 9 we propose that an integrated approach to the governance secretariat function
be adopted, and this should include both acting as the secretary to the Nominations
Committee (as now) and also offering advice on best practice in relation to recruitment,
support and induction (see below).
4.6
It was suggested to us by several respondents that the policy of recruiting UCL alumni (whilst
having obvious advantages) may have had the consequence of diminishing the independent
perspective necessary for a non-executive, and thereby reducing overall strategic challenge.
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Others members disagreed with this conclusion - and we do not want to make too much of
the issue - but the whole point of lay members is that they are demonstrably independent,
and having too many alumni on the Council might be seen to breach this idea by some
stakeholder bodies.
4.7
All lay members are invited to take part in at least one other committee or related activity,
but not all are able to. As a result a heavy coordination load is placed on the Chair and
Treasurer who sit on committees in an ex-officio capacity. In addition, a small lay Council
membership means that there is not always sufficient experience to populate committees and
in section 6 we note that one consequence of this is that additional lay members with
financial experience have been recruited to membership of the Finance Committee. Issues of
role clarification and communication exist here and are also discussed in section 6.
4.8
All of this means that we have concerns that there may not be enough lay members with the
right breadth of experience to meet the future needs of the Council, and that numbers might
need to increase by two or three. However, this conclusion needs to be tested by producing
the skills set analysis proposed above. If our speculation is correct, it follows that either
Council size needs to be increased (which is not a good idea) or internal membership
reduced. We would favour the latter, although it is likely to be unpopular.
4.9
Other membership issues raised with us that need to be considered by the Review Group
include:
Whether the Finance Director should be a full member of Council. This is usual
private sector practice, but rare in HE although it is likely to be adopted in some HEIs
in the future.
Whether the Deans should be full members of the Council, taking the places reserved
for elected academic staff (a subset of Deans could be elected to the Council). This
is only done in a small number of HEIs (one of which is Imperial) and would have the
significant advantage of strengthening the strategic capacity of the Council.
However, the character of the Council would change considerably, and it would, no
doubt, be perceived as a much less collegiate body. Moreover, lay members would arguably - no longer have the benefit of independent academic opinion, as Deans
have a direct reporting relationship to the Provost. We do not recommend that
Deans automatically be Council members at the current time, but elsewhere have
noted the need for greater clarity in the relationship between the Council and Deans.
During the review, the UCL Students’ Union produced a paper calling for a substantial
'democratisation' of decision making and governance at UCL. We have reviewed this
paper but if adopted it would be likely to put UCL in breach of its financial
memorandum and therefore 'at risk' in the view of HEFCE.
4.10
Currently the Nominations Committee does not identify in detail any expectations of Council
members (particularly lay ones) and historically given the volunteer nature of the role it is
easy to understand why. However, increasingly other HEIs are finding it desirable to be
transparent with prospective lay members about the expectations and workload involved, for
example Bristol (another Russell Group university) has identified that a minimum
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commitment of 16 days a year is required. Of course, not all lay members might be able to
provide this time and if so an alternative role (for example on an advisory committee) might
be found. Accordingly, we recommend that the Nominations Committee clarify and
publish the expectations of time required from all Council members. This should
include internal members as well as lay ones.
Member Support and Development
4.11
A majority of respondents thought that more could be done to support Council and
committee members, and we agree. Currently a modest induction is provided for lay
members, consisting of a briefing by the Council secretariat and meetings with other senior
managers might be arranged. This is welcomed, but more could be done, for example the
briefing provided for newly elected members at the start of the 2010-11 academic year did
not adequately prepare them for their first meeting, with the result that they had little
background on the issues to be discussed. At a minimum a handover meeting between
retiring and new members could have been organised. We recommend that enhanced
member induction arrangements be adopted.
4.12
The last effectiveness review emphasised the importance of Council members having a good
understanding of how UCL works and that "without this understanding they are unlikely to be
able to make a full contribution to the deliberations of Council". Previously a twinning
arrangement had been established whereby Council members were partnered with a faculty
or department and a corporate service although this has now been abandoned for some
while. Although this was reported to be of value in a small number of cases, overall the
scheme appears not to have worked, mostly because it appears to have been unmanaged,
and to depend on both parties initiating meetings when neither were generally clear about
what was intended. This is an example of the disadvantage of the voluntary approach to
member support at UCL. However, we think that such a scheme has merit and it quite
widely used elsewhere and recommend to the Review Group that it should be
reworked and managed more effectively to ensure productive outcomes for both
parties.
4.13
In general, we recommend that UCL should be much more proactive about
providing support and development to all Council and committee members. There
is no single way of doing this and an individual programme of activities should be agreed
with each member. Much of what might loosely be called development is voluntary and only
a small number of members are reported to be actively engaged is such activities (for
example those provided by CUC or the Leadership Foundation), most notably the Chair of
Council. As the Chair has demonstrated no matter how experienced, every Council member
has areas where support and development would be useful, for example: for lay members in
learning more about UCL and implications of key strategic issues, and for elected members
getting a better understanding of the operation of governance and key issues such as
finance, risk management and so on. This should not only be undertaken as an individual
activity and short, team based sessions of topics of broad interest might usefully be
organised and have the benefit of encouraging greater contact amongst members.
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4.14
Such activities would usefully be supported by an annual conversation between the Chair and
all members, which currently does not occur. This increasingly takes place in other HEIs, and
provides an opportunity for reflection on the contribution and future needs of members.
Clearly it is time consuming for the Chair, but as well as being of practical value, it is also
symbolic of a board which has an ongoing interest in its members effectiveness. Accordingly
we recommend to the Review Group that the Chair of Council has an annual
individual discussion with all Council members. If adopted the chairs of Council
committees should do the same in relation to their membership. Such discussions would also
enable greater attention to be paid to the potential contributions that lay members might
make to UCL more generally. Currently, a number feel that their skills and experience are
not fully utilised, and that UCL is reluctant to explore such issues with them.
4.15
Tackling all of these issues requires a more proactive stance by the Council and its secretariat
to member engagement, and this becomes more important - and not less - the busier people
are. This, of course, has implications for the workload of the secretariat which will need to
be reviewed in relation to all the outcomes of this review.
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5.
The Effectiveness of Council Structures and Processes
5.1
In this Section some observations are made on the general effectiveness of the structures
and processes of the Council. First, the comments made by respondents are summarised,
and this is followed by a number of observations on specific aspects of the Council.
What Did Respondents Tell Us?
5.2
Although there were, of course, very significant differences of views amongst those
respondents we met (see Appendix D), many useful observations were made in the
interviews and those most frequently cited can be grouped into the following themes:
There is a general view that governance has been satisfactory (given the contextual
factors in set out in Section 2) whilst most respondents recognised that it could be
enhanced in numerous ways. One person adopted the old adage 'if it ain't broke
don't fix it' and a minority felt that only minor tinkering with current processes was
required. A small number felt that no change was needed and slightly more that
substantial change was necessary.
Members who have served for a number of years generally observed that the Council
was a more effective body than previously, with more opportunity for discussion.
The approach of the current Chair was widely welcomed.
Commitment to UCL amongst Council members is high, reinforced by the high
proportion of alumni on the board.
A majority of respondents observed that there is too much ambiguity about much of
Council business and the processes used, for example beyond the core Council
committees, the UCL committee system is little understood and formal accountability
is often unclear.
Although the Council secretariat are praised by all, a majority of members felt that
there could be substantial improvement in Council agenda setting and management,
in associated information flows and in identifying follow up action.
A majority of members felt that the Council should focus more on key strategic issues
and less on more procedural or operational ones and a few specifically noted that a
greater emphasis should occur on strategic risks.
It is widely thought - although not by all - that there is too little constructive
challenge of strategic issues by Council of the executive, although there is more
challenge within the committees. Some respondents suggested that this may be
exacerbated by the high proportion of alumni members, a view that was challenged
at the Council awayday in January.
Although occasions like the awaydays and the Provost's dinners for external members
are found helpful, there is a majority view that the Council lacks the social cohesion
necessary to be fully effective and is what one member described as 'individuals just
coming together for a couple of hours'. Inevitably some longer serving members felt
this less strongly.
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Overall, these reservations mean that there are differences of views amongst
respondents of the value that the Council adds to UCL decision making beyond
ensuring oversight and regulatory compliance. Some think that little value is added,
others that there has been substantial value in relation to difficult issues, with the
previous merger discussions with Imperial and the handling of the recent
Abdulmutallab case being cited.
5.3
We recognise and agree with many of these comments, and in some cases comment in more
detail below. In our view these reactions come about for three main reasons. First, some of
these factors are generic aspects of governance - for example the difficulties of constructive
challenge. Second, others result form the specific contextual factors listed in Section 2, and
the way that more corporate systems of governance have been introduced over time into a
non-corporate culture at UCL. Third, that there is no shared understanding of how the roles
and responsibilities of Council and the committees should be undertaken. This is discussed in
more detail in the section 2, but in our view influences how members understand their duties
and how they contribute to Council meetings.
The Formal Responsibilities of the Council
5.4
The starting point for a review of effectiveness must be the formal position of the Council as
derived from the Charter and Statutes, which also has to take account of: the requirements
of the funders of UCL (most notably HEFCE and the research funding bodies); the Charity
Commission and the guidance of the Committee of University Chairs (CUC) most notably their
Code of Governance (which like most other codes of governance works on a comply or
explain basis).
5.5
In order to provide an agreed basis for identifying the formal responsibilities of the Council,
UCL has adopted the CUC Statement of Primary Responsibility (SoRP) of governing bodies for
UK HEIs. Originally drafted in 2002-3 and published in 2004 this has not been amended and
arguably now understates some of the expectations falling on governing bodies. Accordingly,
although it is not an urgent priority in due course we recommend to the Review Group
that the Council bring its SoRP up to date to provide a comprehensive basis for
governance.
5.6
We were not asked to review the Charter and Statutes and have not done so, but in passing
it is appropriate to note that we came across some aspects that could usefully be reviewed in
the current operating environment. To highlight two issues both concerning aspects of
staffing: first, before declaring staff redundancies the Council has to establish a redundancy
panel (rather than management doing so); and second (along with many other HEIs) Council
members may be involved in various discipline and other hearings. Both requirements are
contestable in terms of modern good practice, but we do not comment on them further.
However, the issue is that on the advice of senior managers the Council should keep under
active review the adequacy of the Charter and Statutes for underpinning effective
governance, and not assume that historic processes should necessarily continue.
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5.7
Of more immediate concern is the need to clarify some aspects of delegated authority
involving the Council. The overall need for this is well recognised and many of the formal
aspects of delegation are usefully set out in the UCL website. However, there are some
aspects of accountability and delegation that need further clarification and these include:
The delegations in practice and well as formally between the Council and its
committees.
The delegated powers of the Chair of Council and the Chairs of Committees.
The role - in practice - of the Academic Board in relation both to Council and the
Academic Committee (see section 8)
The reporting relationships of the various Vice-Provosts to the Council.
The relationships between the SMT and the Council, including the role of the Deans
in advising the Council (the role of the Deans as members of the SMT is outside the
terms of reference for this review). We understand that the SMT it not a formally
defined body within UCL, and therefore the question which follows is to what extent
can or should the SMT be a body which provides assurance for the Council in terms
of policy implementation.
Accordingly we recommend that following the outcome of this review current
accountability relationships are brought up to date so that Council is clear about
all delegated responsibilities.
Overall Council Effectiveness
5.8
Our overall view is that the Council broadly complies with the requirements of the funders
and CUC guidelines (with the reservations set out below), and has strengths in the areas
reported above in this section. However, there are also a number of areas where it could be
more effective, if it chooses to do so and feels it is part of its role. Some of the measures
proposed below are relatively non-controversial, but others require an answer to the question
posed in paragraph 2.8 about what type of a governing body UCL requires. However, our
comments are made within the context of the changing expectations of the funding bodies
and developments in HE governance happening in the sector generally.
5.9
Our main comments about overall effectiveness are:
We agree with many of the issues raised by respondents as summarised in paragraph
5.2 and do not repeat them here. Additional comments follow.
The committee structure beneath the Council is labyrinthine and needs substantial
simplification; a start has already been made. We comment on this issue in more
detail in section 8 and make proposals for a revised committee system.
The Council is too heavily dependant on its Chair and Treasurer for coordination with
the committee system and this partly reflects issues concerning membership (section
4) and a lack of integration of secretariat arrangements (section 9).
We are not convinced that the Council makes the best use of time at its meetings
(allowing for the fact that the two we have attended have been atypical). We agree
with those respondents who thought that agenda setting should be more strategic
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and risk based and relatively minor matters expedited more efficiently (see section
9).
Even allowing for better use of time, if the Council is to become more strategic then
it will either need to meet more often or to set up a sub-committee on strategy (see
section 3). The current four meetings a year is the minimum recommended by the
CUC and the boards of many other (smaller) HEIs meet more often.
With only four meetings a year there are substantial periods where the Council relies
on the action by the Chair to expedite urgent business and if this pattern of meetings
is to continue then more transparent processes might usefully be put in place.
The role of Council in relation to academic and student issues needs further
clarification, including reporting relationships to the Academic Board and the
Academic Committee (see section 8). This will be particularly important in the future
as issues such as ensuring a consistently high quality student experience come to the
fore.
The Council needs to be clearer about defining its information needs, which has a
number of implications including: simplifying aspects of its papers and agendas;
making greater use of dashboards, traffic lights and other presentational techniques
and avoiding late papers etc. (see section 9)
We have some reservations about the nature of the membership of the Council, as
set out in section 4.
5.10
These observations may appear over-critical, particularly in the context of an obviously
successful institution. However, they are not intended to be and in our view largely result
from the increasing demands on volunteer governors in a highly complex environment.
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6
Council Committees
6.1
The Council has already recognised that many aspects of the UCL formal committee structure
is unnecessarily complex and time consuming. Some changes have already taken place and
others are proposed - see Council paper 5/98 (09-10). Although this report is only
concerned with those aspects of the committee system involving the Council, the Academic
Board and the Academic Committee, we agree with the overall analysis in the Council paper
about the need for change and have not sought to rehearse those arguments here.
6.2
So far as Council committees are concerned, beyond the four main committees (Finance,
Audit, Remuneration and Nominations) we found a lack of clarity about some aspects of the
committee structure and variations in the processes by which Council was involved or
received assurance. As a result some aspects of the committee system were not well
understood by members, including - but not limited to - the issue of the Council involvement
in academic committees - which is considered in section 8.
6.3
Nationally within other HEIs there is an increasing trend to reduce and simplify committee
structures, placing greater emphasis on clear reporting structures and management
accountability and introducing annual programmes of work for committees which enable
progress to be monitored on a consistent basis. At a minimum, two main principles should
operate: the need for clear accountability (including defined delegated authorities) to the
Council and keeping the committee system as simple and as easily understood as possible.
6.4
In this context two main issues are considered below: first, the position concerning the main
individual committees and second, whether major changes in the overall Council committee
structure are required.
The Governance Committee and the Future Oversight of Governance
6.5
Council paper 5/98 (09-10) proposes the abolition of the Governance Committee on a
number of grounds, including that is ill-named and does not address broad issues of
governance but rather acts as a UCL committee on committees. We agree with the analysis
in that paper and that as currently formulated the Committee has no meaningful role in
relation to Council decision making.
6.6
However, there is a need for a properly constituted governance oversight function and the
issue is whether this is best undertaken by the Council itself, by one of its main committees
(probably Nominations) or by a reconstituted governance committee. Accordingly, we
recommend that the Council Review Group considers how the need for a properly
constituted governance oversight function can be best addressed. The requirement
is that Council needs to be assured that effective and integrated oversight occurs of all
aspects of governance at UCL, including: corporate governance (including the issues
addressed in this report); academic governance (subject - of course - to the wording of the
Charter and Statutes); research governance; charity governance (including how trustee roles
are undertaken in line with Charity Commission requirements and the application of public
benefit); relevant aspects of health governance; ethical governance and so on. Currently
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although oversight of some kind takes place of all these areas (and much of that should
remain), responsibility is widely spread, practice is not integrated, and the Council is in the
position of receiving assurance mainly on the basis of trust (rather than integrated
reporting). In our view there is significant future reputational risk in not obtaining such
integrated assurance, in that given the ever greater public demands for transparency it is
inevitable that at some time in the future, aspects of governance at UCL will come under
public scrutiny and the Council should be able to demonstrate best practice in this area.
6.7
Such assurance could be provided in four ways:
By extending the role of the Audit Committee, however this would raise issues of the
expertise of members to take on this broader role.
By creating a new Governance Committee with completely revised terms of reference
and membership. Such a Committee could exercise a proactive role in assuring high
quality institutional governance, as well as demonstrating to funders and the public
at large a major commitment to best practice, as might be expected from an
institution such as UCL. Such committees exist in some other HEIs (although by no
means all) and sometimes have a portfolio combined with risk oversight. If this
option were adopted all the members of the Committee should be full members of
Council, with lay members being in a majority, although there should be an option for
appointing additional external members as required (as with the Audit Committee).
By combining the role with that of the current Nominations Committee to establish a
Nominations and Governance Committee. This has some obvious advantages
(including simplicity) but probably would require all its membership to be drawn from
lay Council members.
By not establishing a committee responsibility but rather requiring assurance through
an annual management report. This is clearly the simplest approach but potentially
confuses management with governance, and might not be regarded as providing the
independent assurance required.
6.8
Because of the proposal to abolish the current Governance Committee we do not make a
specific recommendation for which option to choose and would quite understand if the
Council chose not to reconfigure the Committee.
The Finance Committee
6.9
The Finance Committee has a central role in UCL governance and generates a significant part
of Council business. The last effectiveness review noted that better financial management
information was required and it is generally agreed that this has improved substantially in the
last few years with a new Finance Director, but that there is still some way to go. The
general view of those interviewed is that the Committee has become more effective, is well
chaired and that appropriate challenging generally takes place on individual agenda items.
External membership has been strengthened and amongst lay members we were told that
there is greater financial expertise than previously. The Committee has some delegated
powers in relation to aspects of finance and there is an Investments Committee which is
reported to work well, at least partly because its remit is perceived to be clear.
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6.10
There are, however, a number of issues about the Committee which require consideration by
the Council Review Group. First, in comparison to most other finance committees in other
HEIs UCL is unusual in having five lay members who are not serving Council members, with
only the Committee Chair and the Chair of Council being drawn from Council. This is
reported to be necessary because of the relatively small number of lay Council members and
also the need to populate the Committee with those who have financial experience. This
position was also justified to us using the argument for independent scrutiny which applies to
Audit Committee membership although we are not sure that the argument holds, as the
Finance Committee has a different relationship with Council. Typically in most other HEIs lay
finance committee membership (indeed almost all committees membership other than audit)
is drawn almost wholly from governing body/council members (with the occasional co-option)
who are able to take a strategic perspective to financial oversight based on board priorities
and who can collectively provide assurance to the main board from whom they are drawn.
6.11
The lay member arrangements of the Finance Committee have a number of implications.
First, there is a very heavy coordination load on the Committee Chair and the Chair of Council
which may not be appropriate in the future. Second, the contextual and strategic setting for
considering some Finance Committee issues is relatively unknown to the lay members of the
Committee (particularly as a strategic responsibility for financial affairs is not explicitly
included in their terms of reference). They are therefore very dependant on the advice they
receive, leading to concerns amongst some members about 'rubber stamping' and whether
the members can be confident that the Committee is discussing the real financial priorities
facing UCL. Third, in practice there is a lack of communication between the Council and the
lay members of the Committee, which results in a reported lack of clarity about their role, the
value of their contribution and their knowledge of subsequent Council decisions.
6.12
Increasingly the Committee is becoming the main forum for the detailed review of resource
issues - including estates - which (because of its size and the time available) cannot be
undertaken by the full Council. The issues noted above are therefore likely to become more
important, particularly if its future role were to be broadened further (see below). At a
minimum, this suggests better briefing, support, induction and engagement of Committee
members (particularly lay ones) with the Council and more generally in the life of UCL with
whom the lay members have almost no involvement.
6.13
Second, we have other concerns about membership. Although there is an external majority
of one person on the Finance Committee, in practice there are more internals around the
table than externals, and an examination of the minutes for 2009-2010 suggests that in
practice for some meetings internal members appeared to outnumber externals. Although
this complies with UCL requirements for a committee quorum (two members or one fifth of
membership) we do not think it complies with CUC guidance (and thereby the requirements
of the HEFCE financial memorandum) which requires "governing bodies, finance and audit
committees" to have a lay majority (para 3.1 of the CUC Guide). In all other HEIs that we
are aware of (including Russell Group ones that we have looked at) this is taken to mean not
just a technical lay majority but one that should be reflected in definitions of a quorum - that
is lay members should be in a majority at all times.
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6.14
Although it could be technically argued that that any subsequent Council ratification of
Finance Committee minutes addresses any difficulties (assuming the same problem is not
replicated at Council which we understand it is occasionally), this would be not be the case
for Committee decisions made under delegated powers and also would not comply with the
'spirit' of CUC guidance. In addition, since in practice Finance Committee minutes are taken
as part of the Council agenda where papers are not usually discussed, any approval is largely
technical and there are obvious risks. This issue clearly has implications for all committees
and we recommend that new arrangements for the quorum of the Council and all
its committees with a majority of lay membership are introduced which explicitly
comply with external guidance.
6.15
Third, in section 9 we discuss the administration of governance at UCL and conclude that
secretariat responsibility for Council committees should change and the Finance Committee
provides a good example of why this would be helpful. As discussed in section 9, we think
the UCL practice of having relevant senior managers act as committee secretaries is generally
poor practice and invites a potential conflict of interest. This is, of course, not a comment
on the quality of the services currently provided by the Finance Director (which are well
regarded), but the Committee has a clear responsibility to hold the FD to account and this is
confused if she acts as the Committee secretary. Greater assurance would be demonstrated
if Committee support services were provided by the Council secretariat and this would also
provide a more integrated approach appropriate for greater transparency and consistency in
annual agenda planning across the Council and all its committees. Accordingly we
recommend that the Finance Director no longer acts as secretary of the Finance
Committee and that the same principle should apply to all other major
committees.
6.16
Fourth, there are a number of more detailed issues which could usefully benefit from
clarification, but which the length of this report does not permit to be discussed, for example
the possible overlap of business with the Audit Committee whereby - amongst other things the Finance Committee has (unusually) responsibility for monitoring accounting standards;
how members can be more involved in prioritising agenda setting; the implications for the
Committee of the more strategic risk based approach to determining Council business (as set
out above) and so on. Subject to the overall conclusions of the Council Review Group we
recommend that the Finance Committee would benefit from an awayday half-day
discussion of its operation, taking the issues identified above and Review Group
proposals as its starting point.
The Audit Committee
6.17
With the resignation of the Head of Internal Audit, the decision to tender externally for
internal audit services, the need to appoint new external auditors and changes to risk
management processes including the abolition of the Risk and Efficiency Committee, audit
arrangements are already subject to significant review, so our comments here are brief.
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6.18
Given the need for these developments to settle down, in the short term there are four
specific issues which need attention. First, the previous Head of Internal Audit acted as
secretary to the Audit Committee, a practice which does not provide the degree of
independence required and which should not occur under the new arrangements. The
arguments here are the same as set out above in relation to the secretary of the Finance
Committee, except that it is arguably even more important for secretariat arrangements for
the Audit Committee to be seen to be independent. Accordingly we recommend that the
role be undertaken by the Council secretariat.
6.19
Second, with the approval of the Audit Committee the way the internal audit programme is
devised is undergoing change. Previously, it was largely based on the recommendations of
the previous Head of Internal Audit and has recently moved towards a more risk based
approach to assurance. This has obvious benefits, but Council does need assurance on
matters that whilst not involving the top risks may nonetheless have a substantial adverse
impact on UCL if problems occur. (For example, we were informed that in the last few years
internal audit have not undertaken any review of the technical aspects of governance, which
is a regular feature of internal audit in most other HEIs and would be commonly undertaken
by external firms.)
6.20
The move to a risk based approach was highlighted in the 2010 annual report of the Audit
Committee, but was not raised in discussion, and Council may need to be more aware of
monitoring the new system than it currently appears to be. In general, in observing the
Council meeting that considered the annual Audit Committee report we were slightly
disappointed with the level of engagement of members in considering the report and in
taking the opportunity for reflection that the annual audit report provides.
6.21
Third, the periods of membership of the Committee do not comply with general CUC good
practice guidance, with one member being in place for 20 years or so. This issue has been
discussed before and we are aware of the views of those involved. However, irrespective of
the strengths of the contribution of individual members such a practice is not desirable and
does not encourage succession planning and diversity. The fact that the arrangement has
continued may be a sign of the weakness in previous secretariat arrangements. Accordingly,
we recommend that Nominations Committee review the membership of the Audit
Committee and adopt recognised CUC practice over terms of office.
6.22
Fourth, given these changes together with the need noted immediately above for greater
clarity in the possible overlaps of business with the Finance Committee, we recommend
that the Review Group encourage a joint exploration between the Audit
Committee, the Council and the Finance Committee about their mutual roles in
ensuring effective controls, monitoring the new risk management approach, achieving
operational efficiencies at UCL, enhancing value for money and so on. This might encourage
greater communication by all those involved (whilst maintaining the independence of the
Audit Committee), and the outcome should be explicit arrangements which provide the
members of all three bodies the clarity and levels of assurance they require. In doing so
they might be supported by the new internal and external auditors in taking advice on best
practice in audit in higher education.
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Other Major Committees: the Estates Management Committee, the Human
Resources Policy Committee and the Information Strategy Committee
6.23
These three committees are grouped together as they raise similar governance issues. All
concern areas which are crucial to the responsibility of the Council for resource sustainability,
but all involve specialist management and the need for the boundary between governance
and management responsibilities to be clear. How governing bodies in other HEIs address
these issues varies and there is no standard approach. Options are:
Many HEIs (including some Russell Group ones) have separate governing body
committees on estates and infrastructure (usually including information strategy) and
HR as they are seen as key strategic issues which are crucial to institutional success
and which therefore need explicit governing body engagement. However, one
danger with this approach is that (with inappropriate membership or chairing) such
committees can easily become operational rather than strategic (not least because it
is always easier to talk about the operational aspects of HR than the strategic ones).
In other HEIs no separate committees exist with reports going to the full governing
body who have directly responsibility for the governance aspects of estates and HR.
This approach is typically used in smaller HEIs (where estates and HR issues may not
be so prominent), or in those HEIs where governance is largely concerned with
management oversight.
A lead member system, which Council paper 5/98 (09-10) notes is being tried as an
experiment in some areas at UCL.
Time bounded strategic task groups on HR and/or estates. These are less common
but have attractions, in that they enable governing bodies to exercise strategic
engagement as required, but avoid the dangers of them becoming involved in
operational matters over time.
In relation to HR there is another option not yet adopted by any HEI, but which we
think may become more common: giving remuneration committees a wider strategic
role in relation to HR as is the case in some private sector organisations.
6.24
In this context, our view is that the position of these three committees at UCL is
unsatisfactory in that all appear to report to Council but are not truly Council committees,
rather they are primarily management committees in practice reporting to various senior
managers. Only the HR Policy Committee has two lay Council members. One of the
consequences of this ambiguity is that in our judgement, both HR and estates may not have
had the strategic attention of Council that they deserve.
6.25
To take HR as an example, an examination of Council papers for the last two years shows
that despite the annual results of a staff survey being reported, there has been very limited
strategic or risk based discussions of HR despite the numerous HR issues facing UCL that are
central to its reputation and long term success. Indeed, in trying to affect major changes in
HR practice in UCL it could be argued that the Council has failed to provide the level of
support, challenge and constructive engagement that the recently retired head of HR had the
right to expect.
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6.26
In addition to the HR Policy Committee there are numerous other committees and groups
with involvement in aspects of HR, some with implications for Council (e.g. equality) and
some not. However, reporting lines between them are unclear and we doubt that many of
Council members would have any information base for identifying how they were meeting
their overall responsibilities in this area as defined by the CUC: "the governing body has a
responsibility for the institution's HR and employment policy" which, of course includes
implementation and monitoring, not just the occasional formal approval of policy.
6.27
To take just one example of many relevant issues, UCL is a signatory to a national Concordat
to support the career development of researchers 1 and there is an expectation that not only
will HEIs implement it but also that governing bodies will oversee it, including that governing
bodies will use performance indicators to monitor implementation2. Numerous similar
examples could be cited of where there is an expectation of proactive action from governing
bodies (as well as management) in relation to HR issues. It follows that the Council needs to
be clear about how such expectations are taken forward and to take an integrated approach
in encouraging and assuring good HR practice.
6.28
The position concerning the Estates Management Committee is not dissimilar although
substantial capital projects are now scrutinised by the Finance Committee. Several
interviewees observed that substantial improvements in the management of the estate
function were now evident with the appointment of a new Director of Estates, but whilst this
is welcome it suggests weaknesses in the previous governance oversight of the estates
function at Council level. Again to take just one example: substantial comparative
performance management data is available on estates issues in HEIs (via the EMS website)
and some governing bodies and/or estates committees receive this on a regular and
structured basis to provide assurance. However, amongst lay members this information
appears little known.
6.29
Overall, what we think is required is: first, a more widespread recognition of the
responsibilities of Council in these areas, and then second, a proposal from the Review Group
for a clarification of the existing structure to meet such responsibilities.
Future Committee Structures
6.30
In Section 3 we noted that we thought the Council needed to be more strategic, and focus
on the governance aspects of monitoring institutional performance based on a risk based
approach. This will inevitably increase aspects of the load falling upon Council and raises
directly the extent to which the current committee structure is appropriate to support it.
6.31
We think that there are five main options on how the future committee structure could be
operated and we recommend that the Council Review Group decides whether the
1
2
For details see www.researchconcordat.ac.uk
RCUK/UUK (2009), Review of the Impact of Full Economic Costing on the UK Higher
Education Sector, page 23 op cit
-27-
current structure provides enough detailed oversight and strategic direction to
ensure effective governance, and if not make proposals to the Council.
Option One - to keep the current structure with minor modifications as required. This
approach is likely to have the support of those Council members who think that the
current structure broadly provides the oversight necessary.
Option Two - to keep the existing committee structure but for the Council to meet more
often to deal with the increased volume of business that is proposed in this report.
Option Three - to keep the existing pattern of Council meetings and the existing
committee structure but to enhance the role of the Finance Committee to make it an
integrated resources committee, including oversight of HR (see below).
Option Four - to keep the Council and Finance Committee broadly as they are but to
create additional committees, possibly including one on strategy and monitoring
institutional performance (see section 3). Such a structure may mean (as in some HEIs)
creating a coordinating group of committee chairs to support and advise the Chair as
required. This approach also raises the issue of where the membership of such
committees would be drawn from. Of course, only a minimum of new Council
committees should be considered given the very substantial reduction being proposed by
the internal review.
Option Five - to consider the long term adoption of a lead governor system.
6.32
Of these options the third and fourth are probably the most realistic given the operational
circumstances of the Council and we therefore direct the Review Group to them, and explore
them in more detail below.
Option Three: Extending the Role of the Finance Committee
6.33
This would be a modest extension of the current structure and would see the Finance
Committee expand its role to become a resources committee with responsibility for all major
resource areas including finance, estates and infrastructure, HR and possibly (but not
necessarily) oversight of overall strategy. The main advantages are: continuity, relative
simplicity in structure and allowing the Council more time for strategic discussions. The main
drawbacks are: the need for additional meetings; the workload on Committee members; that
the Committee will almost inevitably become an inner group (or semi-cabinet) with possible
tensions resulting with the full Council and that the current membership of the Committee
(with lay members not attending the full Council) would need to be reviewed.
Option Four: Creating Additional Council Committees
6.34
The main aspects of this structure might look approximately as follows:
-28-
Remuneration Ct
Council
Finance Ct
6.35
Possible
HR Cttee or
Task Group
Possible
Estates Cttee
or Task Grp
Nominations Ct
Audit Ct
Possible
Strategy
Cttee
An HR Committee (or Task Group) is shown as is an Estates Committee (or Task Group). A
separate Strategy Committee is also shown as an optional dotted box, which picks up the
issues considered in section 3 about the need for a greater focus for determining strategy
and monitoring institutional performance. However, as pointed out in that section there are
good reasons for the Council undertaking this role for itself if time were available.
6.36
The advantages of such a structure are that the task of each Committee is relatively clear,
broader participation by Council members is possible and the workload on Committee
members is acceptable. The drawbacks are potential complexity, and the Council primarily
becoming a body whose primary role is to receive and debate Committee reports with almost
inevitable accusations of it being a rubber stamp.
6.37
Once any revisions have been agreed it is important that a clear structure with full delegated
powers and a defined reporting structure be produced and made widely available. Following
discussions with one of the consultants, the chair of the Governance Committee identified a
number of principles that might form the basis on which UCL committees should operate and
on which membership might be drawn. These extend well beyond those concerning the
Council, and should be considered by the Review Group. They are:
The validity of decisions can be enhanced through agreed committee processes.
The authority of a committee for a decision should be clear and enhances acceptance
within UCL.
The continuity of decision making is aided through documented committee
processes.
Communication of committee decisions should occur widely within UCL.
The openness of committee decision making within UCL is important (not least
because of the requirements of the Freedom of Information Act).
The timely despatch of committee decisions is crucial and needs to be documented.
By monitoring decisions and management action, committees should deter
arbitrariness and encourage responsibility for actions.
Committee membership should be constituted in such a way as to ensure the
requisite range of advice and expertise.
-29-
The Administration of Committees
6.38
Proposals are made in section 9 on the administration of governance and on how information
flows might be enhanced, and that section also includes consideration of committee
administration.
-30-
7
Working Relationships, Council Dynamics and Relationships with the SMT
7.1
At its heart, a major factor in good governance is the strength of the relationships and
shared understandings which exist within the board and between the executive. When such
strong relationships exist members tend to be more likely to feel confident in getting the
right balance between ‘challenge’ and ‘support’ and in acting in the role as a ‘critical friend’. If
the relationships are either too close or too distant then the danger also exists that the
interactions lack such characteristics.
7.2
In undertaking this review we have the benefit of being able to observe the workings of
Council at first hand through attendance at two meetings and the awayday in January. We
would not wish to suggest that this provides us with a comprehensive assessment of the way
in which Council operates in all its activities. It has merely provided us with a snapshot –
and a snapshot during a particularly influential period in the history of HE.
7.3
In reviewing these aspects of Council we have used various criteria that will feature in a
forthcoming CUC publication on governance in May 2011.
The Conduct and Chairing of Council
7.4
Chairing a body such as Council is a very demanding and at times difficult process. The need
to both maintain an openness to encouraging debate and judging when to close, summarise
and move a matter on demands significant skill. Overall our respondents thought that this
was generally done well, and there is overall confidence in the Chair and the way meetings
are conducted. We concur. However, there are two issues which the Chair and the Review
Group might wish to consider: first, some members have commented that on occasions there
could be merit in moving matters on with greater speed, to enable time to be used more
effectively for addressing key items; and second, in section 9 we comment that there could
be more transparency about aspects of agenda management, including how items are placed
on Council agendas.
The Approach of the Head of Institution in Supporting Effective Governance
7.5
We found widespread and exceptional confidence in the approach of the Provost and his
engagement with the Council and its committees. The Provost is judged by all we spoke to
as demonstrating extremely high levels of institutional leadership and is held in high regard
by all members. Indeed such is the level of confidence that we think there may be a danger
of the Council placing almost too much trust in the Provost and as a result undervaluing the
need for robust governance processes. In this context whilst trust is a fundamental basis of
governance, the Council needs to be clear about what reassurances it requires from the
Provost, and it will be particularly important for the Council to determine this in the context
where the Provost, the Chair of Council and the Treasurer all retire in the next few years.
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Council Members Engagement and Effective Constructive Challenge
7.6
Effectiveness here takes a number of forms: the involvement of members in discussion;
demonstrating a shared sense of purpose as a corporate body and understanding the
distinction between governance and management in making contributions.
7.7
On these criteria we feel there is a need for enhancement. So far as overall participation is
concerned, the general level appears to vary quite significantly and whilst some members are
extremely active others are much less so. Various reasons were suggested to us as to why
this might be, including an understanding of the issues concerned, the volume of papers
circulated, or (amongst some but not all) the lack of willingness to constructively challenge
(see below). However (as noted in section 2), we think another reason is the assumptions
that members bring to meetings. For example, some appear to contribute mainly on
procedural issues or specific points of detail which potentially confuse operational matters
with governance and do so without reference to previous Council decisions or strategies.
Others are content only to speak when they require specific reassurance and given the high
levels of confidence in the Provost and the Chair the need for such reassurance may be
limited.
7.8
A further factor may be the issue cited above by one member who commented on the lack of
cohesion and described Council as a group of individuals who only meet four times a year. In
such circumstances variability of contribution is inevitable and probably indicates a relatively
modest sense of shared corporate purpose. Whatever the cause, the Review Group might
usefully consider the variability of contribution and whether action is required.
7.9
In this context, providing constructive challenge in a way that is accepted as both helpful and
appropriate, can be difficult for board members and was identified as such by a few
respondents. The problem as reported to us is not so much with specific issues where
concrete questions can be asked, but rather with more general issues of priorities and the
effectiveness of policy implementation. For this reason committees were reported as being
better environments for constructive challenge. This issue is one of those metaphorical
‘elephants in the room’ and we believe that the Council Review Group should consider
whether and how to facilitate some discussion and develop it further.
Working Relationships between the Council and the Executive and SMT
7.10
This criterion goes beyond the Provost and concerns relationship between the Council and
the executive and broader SMT. So far as the executive is concerned most contact is with
the Vice-Provost (Operations) and the Vice-Provost (Academic and International) who usually
attends by invitation. The Council has less engagement with other members of the executive
and still less with the Deans and other members of the SMT. Indeed, it was clear at the
awayday that some of members of the SMT did not know many Council members.
7.11
We also noted that, in general, outside Council or committee meetings there was almost no
contact between members and senior managers, and a few members observed that they had
received no encouragement for any such contact (one exception was cited). In comparison
-32-
to some other HEIs this is slightly unusual and may indicate a lack of engagement which
needs to be addressed. In many HE governing bodies that we know of (but by no means all)
there may be modest contact between members and managers between meetings, for
example, to seek clarification on an issue or to follow up in person something that had arisen
at a previous meeting. Indeed, such contact tends to happen almost naturally where there is
a shared sense of purpose and openness in the way that governance is conducted.
7.12
We feel this process might benefit from some further discussion and clarification. The Council
should have confidence that there is a consistent approach from the executive in involving
them in strategic and monitoring activities, and in turn that they are adding value in a way
that is credible to senior managers. The Council might also more actively review the
strategic development of faculties (as it is doing in March in relation to health). In addition,
although a close working relationship is not appropriate, we think that increasing the
opportunities for more visible interaction between the SMT and Council would be of merit.
For example, one of the Provost’s dinners could be extended to include members of the SMT
and awaydays could be extended to include more opportunities for Council to interact and
explore issues with members of SMT.
7.13
In summary we recommend that the Council Review Group should consider how
aspects of working relationships might be enhanced and how to continue the
process of relationship building within Council and between Council and the
Executive.
-33-
8
Academic Governance: the Academic Board and Academic Committee
8.1
Our terms of reference in regard to these two bodies concern their interface with Council,
rather than reviewing the details of their operation. Beneath them there is a substantial substructure of committees which is in the process of being reviewed and simplified and with
which the Council has no direct engagement. As such, both bodies are at the apex of the
system of academic governance, with the basic powers and responsibilities of the Academic
Board defined in the Charter and Statutes. As in all HEIs there is an important issue about
the separation of roles of the Council and the Academic Board/Committee in relation to
academic decision making as influenced by custom and practice over the years. The collegial
culture of UCL has been particularly influential here.
8.2
From the perspective of the Council - and this review - the key issues include:
Whether the Council receives the appropriate amount of advice, information and
assurance so that it can be confident that all key aspects of academic governance are
being appropriately undertaken within UCL?
If the Council able to comment adequately on the academic strategy and monitor its
implementation (including related policies issues such as widening participation etc)?
How well placed is the Council to contribute effectively to the much greater emphasis
on the student experience which is likely to result from current government policy?
In relation to internationalisation, how can the Council be assured that the
internationalisation strategy is appropriate and is being implemented effectively?
In answering these questions it is important to be remember the CUC advice that (subject to
the Charter and Statutes) the Council has unambiguous responsibility for all matters including
academic ones even where they are delegated.
8.3
In almost all HEIs the external environment is changing the relationship between governing
bodies and their senior academic committee and this is almost certain to continue with the
advent of higher student contributions (see Appendix A for more detail). Therefore whilst
solely academic matters (curriculum, assessment, standards etc) must remain the province of
academic decision making bodies, many other issues now increasingly involve governing
bodies, for example monitoring institutional performance in areas such as international
students, the quality of the student experience, widening participation policy and - of course
- research quality and REF performance. It follows, that the need for clarity in the
interaction between Council and key academic bodies is more important than ever.
8.4
Overall, the views of most respondents - and our own impressions - are that notwithstanding
the formal terms of reference of the various bodies, in practice, there is substantial
ambiguity. Although in times of stability such ambiguity can be helpful in providing flexibility
of action, in a difficult environment it is all too common for such ambiguity to become
unhelpful. There will clearly be different views about this, but in our judgement the majority
view amongst those interviewed was for ambiguity to be reduced and for greater clarification
-34-
of responsibilities to occur. The changes to the committee structure undertaken in 2010
were partly designed to bring such clarity and we seek to build on those.
The Academic Board
8.5
The membership of the Academic Board is more than 1000 and includes all professors of UCL
plus numerous elected positions. Its powers are advisory but broad and include "to consider
and advise the Council on all academic matters and questions affecting the educational policy
of the College". It has delegated many responsibilities, including some to the Academic
Committee which acts more like the senate/academic board found in most other HEIs.
Council minute 19C.1 notes that the Provost considers the Academic Board has a valuable
role to play on providing advice to the Council and during the current academic year its views
have been sought on a number of the important external challenges facing UCL. Elsewhere,
although similar bodies still exist in some Russell Group universities, they are increasingly
being replaced by smaller senates/academic boards.
8.6
As an advisory body the Academic Board is perceived to be important and have value by
some of those we interviewed, but to have little or no value by others. Attendance at its
meetings varies but overall it is very low, and we understand since the start of 2009-10
professorial attendance averaged 42 (or just 5% of total professorial membership) and at the
end of November 2010 there were 122 vacancies for elected positions. From the perspective
of an advisory assembly such poor attendance may not be a problem, but from a governance
perspective it is. There are several issues here: if the advice provided by the Academic
Board is to be of value to the Council it needs to be reliable, broadly representative and
consistent; the low attendance means that any meaningful concept of a quorum tends risks
not being met; the Academic Committee (see below) formally advises the Council through
the Academic Board which is potentially problematic were such advice to be challenged given
the circumstances above; and there must be major questions about whether the full
economic cost of Academic Board meetings (including staff time) provides good value.
8.7
The advice of the Academic Board is made available to the Council in one of three ways: by
the six internal members elected from the Board (although in practice this appears to provide
little mutual communication and this route is more indirect than it appears); as required by
the Provost in his capacity as Chair of the Board; and via Academic Board minutes - however
as they are presented under a section of the Council agenda where papers are not usually
discussed.
8.8
As a result the Council appears to find the Academic Board most useful on the occasional 'big
issue' where attendance at meetings might be higher and the Board can act as a general
proxy for academic opinion, and the example of the merger discussions with Imperial some
years ago were cited as an example by several respondents. Therefore, as a communication
device and in acting as a 'town hall meeting' the Board has value and - notwithstanding the
statutory position - it would probably be unrealistic to propose its abolition at this time, when
some members of UCL will want to be able to voice their opinions on the controversial
sector-wide policy issues of the day. Nonetheless, the fact is that in governance terms the
Council cannot obtain much confidence and reassurance from the Board except in very
-35-
occasional circumstances and it needs to recognise this in terms of other reporting
relationships.
The Academic Committee
8.9
During 2010 the way that the Academic Committee works and its sub-committee structure
has been simplified and the new arrangements will need time to settle down. These were
intended - at least in part - to resolve some issues concerning both the role of the Committee
(for example, whether it was primarily concerned with general academic policy or more
specific issues concerning learning and teaching and academic and research quality.)
Importantly the Deans are represented on the Committee although this is more appropriate if
its role is more concerned with academic policy rather than more operational issues.
8.10
If the Council is to address the issues summarised in above in paragraph 8.2 then the
Academic Committee is likely to be the main source of regular advice as its overall role is
identical to that of the Academic Board - and delegated from it "to consider and advise the
Council on all academic matters and questions affecting the educational policy of the
College", together with other more specific powers. It is also the main source of reassurance
to the Council on issues of academic governance, who need to have confidence that the role
and membership of the Committee is appropriate and that the Council can - where necessary
- rely on its advice particularly given the challenging external environment.
8.11
It will clearly take a little time for the changes to the sub-committee structure of the
Academic Committee to work through and it is too early to make a judgement at this stage,
but we recommend that at the end of 2011 the Academic Committee undertakes a
short self-review of the impact of the changes and reports to Council. It should
also discuss with the Review Group for this Report, the extent to which the outcomes of the
revised structure meet the requirements of Council for more information and assurance.
8.12
The Committee currently reports to the Council via its minutes (with the same reservation
about the extent to which they influence in practice made in relation to Academic Board
minutes), and the occasional report by the Vice-Provost (Academic and International). Our
perception of the issues here (which we discuss below) is that neither the Council nor the
Academic Committee are clear about the role of the Council in relation to academic matters
and are therefore not sure what information they require and in what form. Mediation
through the Vice-Provost (or Provost in relation to the Academic Board) helps to address this,
but is not a substitute for a clear understanding about governance requirements.
The Role of Council on Academic Issues
8.13
Our view is that the Council needs to be much clearer about its future role in relation to
academic matters and needs to obtain much more reassurance about the questions raised in
paragraph 8.2. This view is shared by some of our respondents but not all. In addition to
information in minutes, Council currently receives some information from a number of
sources: the annual monitoring of KPIs; an annual report on aspects of the student
experience, which useful contains information not just on NSS results but also other
-36-
information including the perception of overseas student using i-graduate (this is a good
example of the kind of information and reassurance that Council needs); and reports from
some - but not all - academic services. What it does not receive - and in our view what
would be useful - is integrated reporting on all key academic issues based on key strategic
priorities and associated risks (see section 3).
8.14
In making this comment there is no suggestion that Council should become actively involved
in the work of the Academic Committee (still less academic management), but the current
assumption that all is well academically is not likely to be sustainable in a more volatile
environment without greater Council oversight of institution-wide practice and outcomes. In
particular, the reputational risks associated with potentially unfavourable student comments
about the future student experience and value for money associated with larger fees, adds a
new - and challenging - dimension to the future role of the Council in this area.
8.15
Accordingly we recommend to the Review Group that the Council oversight of
relevant academic and student matters be strengthened in a way consistent with
the Charter and Statutes. If the Group agrees with this proposal, it could look at the way
other HEIs are now doing this and the main variants include:
Those HEIs where there is an active two way information flow between the two key
bodies (the Council and Committee), going further than just the reporting of minutes
and relevant papers. This sometimes includes approaches such as: joint committees;
the occasional joint governing body - academic board meeting; regular discussions at
governing body meetings on strategic academic issues; governors attending
senate/academic board meetings as observers or a lead governor arrangement. The
assumption of this approach is that both bodies have important - and complementary
- roles to play, and a particular advantage is that it enables the academic body to be
clear about the requirements and expectations of the governing body.
Those HEIs where there is primarily a one-way flow of information to a council. In
research intensive HEIs the assumption here tends to be that a governing body
generally requires only the information needed to provide assurance. The provision
of minutes to a governing body is usually the minimum, but - in practice - may not
be very useful and risks just adding to the paper burden. Additional mechanisms in
other HEIs include: the presentation of a regular one page summary of key academic
issues to accompany minutes; an annual report on academic issues to the governing
body and short formal strategic briefings at the board.
Those HEIs where the reporting of academic issues to the governing body is
primarily mediated by the head of institution (as chair of academic board) or
nominee providing an academic report at each council meeting, which may or may
not be supported by the availability of relevant minutes. In practical terms this
approach can work well in a stable environment by maximising efficiency and
drawing council attention to key issues, but it demands a high level of trust and
(particularly where no minutes are available) risks being weak in terms of
governance oversight.
-37-
A few HEIs where there is no formal communication between the two bodies other
than by some form of academic staff representation on the governing body. This is
a weak approach and generally would not comply with CUC or funding body
expectations.
8.16
Accordingly any decisions by the Review Group to strengthen the reporting and information
flows between the Academic Committee and Council needs to be based on a clear
understanding of the roles of the two bodies. As the Deans are members of the Committee
we assume that such strengthening will provide an opportunity for the Council to get a
greater insight into strategic academic developments, and the discussion of strategic
developments in health proposed for the March 2011 Council is clearly a useful start in this.
8.17
As a minimum we recommend to the Review Group that an annual report is
produced on at least the four issues identified in paragraph 8.2 and discussed by
Council, also that existing KPIs be reviewed to ensure that any new ones
appropriate to these four issues are added. An appropriate cycle for such an annual
report could be: that it was produced by the Vice Provost (Academic), then agreed by the
Academic Committee and forwarded to the Academic Board for discussion by them before
receipt by Council. This would logically maintain the reporting lines as currently defined. In
addition, in section 9 on information flows we make proposals for modest changes in the way
that minutes and other Council documents are presented.
-38-
9.
The Administration of Governance and Information Flows
9.1
In this section some observations are made on the administration of governance at UCL and
the associated issue of how information is provided to the Council and its committees. The
starting point needs to be the recognition that almost all respondents felt that the
administrative and secretariat services provided were of a high quality and that those
involved often went out their way to be helpful.
9.2
However, a number of enhancements are considered below in relation to:
The organisation of administrative services to support governance.
Agenda management.
The provision of information to Council and committees.
Communication about the Council more widely within UCL.
The Organisation of Administrative Services to Support Governance
9.3
Currently secretariat services for the Council, the Academic Board and Academic Committee
are provided by Academic Services, but those for Council committees are provided by the
relevant management function (using a standard house style for committee papers).
Although administratively convenient, this approach has some potential drawbacks:
First, it risks breaching the CUC principle that "the secretary should be solely responsible
to the governing body", in that line managers report to the Provost and the Vice-Provost
(Operations). Although no tensions are reported under current arrangements, they can
occur. In section 6 we commented that we have reservations about the secretariat
function for both the Finance and Audit Committees, in that committees cannot at the
same time hold the relevant line manager to account and expect independent advice
from them.
Second, the Council needs assurance that consistent advice is provided across all areas
for which it is responsible and this is an important role of the secretariat. (For example,
a Finance Committee meeting which we observed considered an item on annual TRAC
data, but little attempt was made to identify the specific responsibilities falling on Council
members in relation to TRAC and the changes for 2010.) On such technical issues it is
the secretariat who should be up-to-date on governance requirements, and it is
unreasonable to expect functional managers to have the same perspective. (It is, of
course, recognised that the attendance of the Vice-Provost (Operations) helps to provide
such guidance.)
Third, because of the different administrative arrangements there is no common
approach to matters like support, briefing and the engagement of lay members.
Fourth, and at a more technical level, some of the enhancements proposed below in
information handling would be easier to implement with integrated secretariat
arrangements.
Accordingly we recommend that the Review Group consider the integration of the
secretariat functions for all Council committees.
-39-
Agenda Management
9.4
A number of issues concerning agenda management of Council and committee business
arose during our discussions. These include:
First, some members were unclear how items came to appear on agendas and whether
they should have any role in proposing items.
Second, following a proposal in the 2006 effectiveness review an outline of future
Council or committee business has been included at the start of Council papers (although
not for committees due to issues raised above, although in a sense some of the business
of the Finance and Audit Committees is established by external cycles). Although this
was welcome, it does not appear to have addressed the issue raised in the last review
(and again here) in creating a meaningful annual work plan to be agreed at the start of
the year and then reviewed at the year end. As a result it remains the case that
members have no real opportunity to contribute to what they think should be priorities
for discussion and are largely dependant on senior officers to identify priorities. We think
it would be better to abandon current arrangements (which slightly confuse Council
papers) and instead produce an annual work plan at the start of the academic year.
Third, current arrangements can mean that some items are omitted from Council
discussion, and a more planned approach to agenda management would avoid this.
9.5
Associated with agenda management is the issue of ensuring action is taken on Council and
committee decisions and at UCL this is rather traditionally done just through minutes. A
number of respondents thought - and we agree - that more might be done by explicit action
planning and through the formal reporting of action outcomes. One person noted a high
tolerance at UCL for what was perceived to be a lack of action in relation to some Council
and committee decisions.
9.6
Perhaps the main issue here is one of transparency and although there might be legitimately
different views about what the Council should discuss, there shouldn't be ambiguity about
how items are considered for inclusion in the annual portfolio of Council or committee
business. Accordingly, we recommend that the Council Review Group consider the
current approaches to agenda management and make proposals for change.
The Provision of Information to Council and Committees
9.7
Many of our respondents were critical of aspects of information provision, particular the
volume and nature of Council papers - indeed a few admitted to not reading them as fully as
they thought they should. The issues here are not unique to UCL and almost all HEIs are
struggling with this. There are conflicting pressures: on the one hand members would
generally welcome short and more focussed papers, but on the other hand Council has
specific responsibilities which require oversight of relevant documentation and which the
funding bodies and the Charity Commission will expect the Council to have seen.
-40-
9.8
Conversely the weekly newsletter produced by the Provost was widely praised as a valuable and succinct - source of information, which was reported to us as being read by most Council
members. However, we were told that it was not circulated to non-Council lay members of
committees which appears to be an oversight.
9.9
So far with the Council and committee information available to members, specific issues
include:
Information and papers are provided in a relatively traditional way and there is no
systematic attempt to prioritise information provision through approaches increasingly
common elsewhere such as the use of balanced score cards, traffic light systems and so
on.
Some respondents observed that too many papers that involved proposals to Council
lacked relevant data which enabled members to make informed judgements about
possible courses of action.
Unlike in many HEIs there is no indication at the start of a Council paper about what the
meeting is expected to do with it. One page cover sheets to board papers are now
commonplace and although the information on them varies it can include: document
history (assuming a standardised approach to document initiation which itself is generally
desirable); the financial commitments involved; risk implications; the action required of
the meeting; identifying any specific responsibilities of members in relation to the paper
etc.
Many respondents were not sure that the current division of papers into four parts as
used by the Council is sufficiently clear and that in practice there is some unnecessary
moving around between papers within meetings.
The distribution of committee minutes within Council papers without any summary makes
for challenging reading and a number of HEIs now produce a short one page cover note
summarising the contents of minutes in terms of what is specifically relevant to board
members.
Some Council and committee papers are reported as being circulated late, a practice
which is only very occasionally acceptable and generally is not appropriate.
There is no repository of information about previous Council decisions or papers and
should a member wish for further details on a current issue these are generally not
available except on request. This means that new members may have little knowledge
of previous decisions and therefore previously resolved issues may remerge for further
discussion.
Limited use is made of electronic document storage (although there is a repository of
Council minutes - at http://www.ucl.ac.uk/academic-services/governance/council) as well as
a password-protected sharepoint for Council members and UCL senior officers. This could be
further extended to include a library of key background information for consultation by all
members (at a minimum it might contain: all relevant strategies; annual financial and KPI
data; summaries of the key areas for which members have responsibility and so on).
9.10
In such matters there are no 'right' or 'wrong' approaches, and any additional information
requirements will have resource implications for the secretariat. Accordingly we
recommend that the Council Review Group consider the extent to which the
-41-
information needs of the Council and the committees are currently met and then
encourage the secretariat to adopt best practice in the sector to meeting agreed
needs.
Communication about the Council More Widely Within UCL
9.11
Finally, we were told that communication about the role of the Council at UCL was very
limited, as was an understanding of its role, or even who its members were. In a complex
organisation this is not surprising, but given the difficult external environment it will be
important that the College in general has confidence in the Council and therefore it will need
to know more about it. We think that more could be done to provide more information about
the work and decisions of the Council and to build confidence within the institution.
-42-
10.
Summary of Recommendations
10.1
The table below summarises all of the recommendations which we have made in this report.
In the first instance these will be considered by the sub group of Council (the Council Review
Group). The Group will consider the package of measures and prioritise those to be taken
forward as well as the timing for their implementation. Based on the discussions at the
meeting on the 24th March a detailed work plan will be reported to the July Council meeting.
No.
Paragraph
Reference
Recommendation: We recommend…..
Section 2
The Context, Role, Responsibilities & Relationships with Related Bodies
2.9
That the Council Review Group needs to consider this fundamental issue (the
balance between the three alternative approaches to Governance) and affirm
such a change of emphasis to Council (i.e. towards strategic governance for
maximising institutional performance and success).
Section 3
Strategy, Institutional Performance, Risk and Review
2
3.6
That the Council Review Group bring forward recommendations for such an
approach to strategy development as new strategies are brought forward to
Council during 2011 and beyond.
3
3.7
That a review be undertaken of Strategic Institutional Performance Review
through the use of a ‘balanced scorecard’ of KPIs and the results discussed with
Council as an integral part of the new strategy development process.
4
3.13
That the Council Review Group consider practical steps to increase the strategic
and risk oversight of health related matters and to keep under active review key
developments with all partners.
5
3.17
That the Council Review Group consider whether greater attention needs to be
paid to the strategic engagement of the Council in relation to commercialisation,
and the implications of the current position for the way that the Council
considers strategic issues more generally.
6
3.19
That the Council Review Group consider the value of adopting an alternative
approach to the use of the Council awaydays so that they may become of even
greater value in relation to strategy development and implementation.
Section 4
Council Size and Membership
7
4.4
That the Nominations Committee considers a more proactive approach to future
lay membership including the use of skill sets.
8
4.10
That the Nominations Committee clarify and publish the expectations of time
required from all Council members.
9
4.11
That enhanced member induction arrangements be adopted.
1
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No.
Recommendation: We recommend…..
10
Paragraph
Reference
4.12
11
4.13
That UCL should be much more proactive about providing support and
development to all Council and committee members.
12
4.14
To the Council Review Group that the Chair of Council has an annual individual
discussion with all Council members.
Section 5
The Effectiveness of Council Structures and Processes
13
5.5
That the Council bring its SoRP up to date to provide an comprehensive basis
for governance.
14
5.7
That following the outcome of this review, current accountability relationships
are brought up to date so that Council is clear about its delegated
responsibilities.
Section 6
Council Committees
15
6.6
That the Council Review Group considers how this need (for a properly
constituted governance oversight function) be best addressed (using the
options identified in the report).
16
6.14
That new arrangements for the quorum of all Council committees with a
majority of lay membership are introduced which explicitly comply with CUC
guidance.
17
6.15
That the Finance Director no longer acts as secretary of the Finance Committee
and that the same principle should apply to all other major committees.
18
6.16
That the Finance Committee would benefit from an awayday half-day discussion
of its operation, taking the issues identified above and Review Group proposals
as its starting point.
19
6.18
That the role (of secretary to the audit committee) be undertaken by the
Council secretariat.
20
6.21
That the Nominations Committee review the membership of the Audit
Committee and adopt recognised CUC practice over terms of office.
21
6.22
That the Council Review Group encourage a joint exploration between the Audit
Committee, the Council and the Finance Committee about their mutual roles.
22
6.31
That the Council Review Group decides whether the current structure provides
enough detailed oversight and strategic direction to ensure effective
governance, and if not make proposals to the Council.
To the Council Review Group that the ‘twinning process’ should be reworked
and managed more effectively to ensure productive outcomes for both parties.
-44-
No.
Paragraph
Reference
Recommendation: We recommend…..
Section 7
Working Relationship, Council Dynamics and Relationships with the SMT
7.13
That the Council Review Group should consider how aspects of working
relationships might be enhanced and how to continue the process of
relationship building within Council and between Council and the executive .
Section 8
Academic Governance: the Academic Board and the Academic Committee
24
8.11
That at the end of 2011 the Academic Committee undertakes a short self-review
of the impact of the changes and reports to Council.
25
8.15
To the Council Review Group that the Council oversight of relevant academic
and student matters be strengthened in a way consistent with the Charter and
Statutes.
26
8.17
To the Council Review Group that an annual report is produced on at least the
four issues identified in paragraph 8.2 and discussed by Council, also that
existing KPIs be reviewed to ensure that any new ones appropriate to these
four issues are added.
Section 9
The Administration of Governance and Information Flows
27
9.3
That the Council Review Group consider the integration of the secretariat
functions for all Council committees.
28
9.6
That the Council Review Group consider the current approaches to agenda
management and make proposals for change.
29
9.10
That the Council Review Group consider the extent to which the information
needs of the Council and the committees are currently met and then encourage
the secretariat to adopt best practice in the sector to meeting agreed needs.
23
-45-
APPENDIX A:
An Overview of the Changing Context of HE Governance
This short Appendix briefly summarises some of the recent developments in governance in UK higher
education, and is included in this report in order to provide a contextual overview for readers
unfamiliar with developments.
A.1
Governance in UK HE has changed substantially in recent years, partly for reasons specific to
HE but also as part of general changes to governance throughout the public, private and
charitable sectors. External developments have been particularly important in setting a
context for HE governance changes. Throughout the public and private sectors greater
accountability and transparency have been seen as critical in terms of engendering trust, an
aim which has clearly been set back substantially as a result of the recent failure of
governance in part of the financial sector.
A.2
A raft of private sector developments in governance has found its way into the public and
university sectors, including clarifying the duties and responsibilities of company boards, the
role and effectiveness of non-executive directors, the recruitment and development of nonexecutive directors, clarifying the role of audit committees and many others. Many of these
developments were drawn together by the Financial Reporting Council (FRC) and published
as a Combined Code operating on a 'comply or explain' principle. Within HE a similar
approach has been taken with the Committee of University Chairs (CUC) in agreement with
the four UK HE funding bodies producing an HE Code of Governance in 20043, since adopted
by all HEIs4.
A.3
The production of the CUC Code was also - at least in part - a response to the Lambert
Review5 of university/business collaboration and governance issues commissioned in 2003 by
the Treasury. This report noted that many HEIs had strengthened their systems of
governance and that some "excellent examples" were in place. Nonetheless it noted the
need for further changes and proposed that there should be a greater distinction between
management and governance in HEIs, less reliance on committees for decision making and a
voluntary code to help improve the effectiveness of governance, based on the corporate
sector's 'comply or explain' approach.
A.4
Greater attention to governance in HE has also occurred for a number of other reasons
including an increase in the requirement for universities to demonstrate accountability and
value for money for the use of substantial public funding and the growth of competitive
pressures on HEIs both national and global. These pressures will now clearly increase
substantially due to the implications of the rise in student fees. In a very real sense UK HEIs
3
CUC, (2009), Code of Governance, in Guide for Members of Governing Bodies of UK HEIs, see
www.bcu.ac.uk/cuc
4
For more details of such developments see Schofield A, 2009, What is an Effective and High Performing
Governing Body in UK Higher Education?, the Leadership Foundation for Higher Education at
www.lfhe.ac.uk/governance
5
Lambert R, (2003), Lambert Review of Business-University Collaboration: Final Report. HM Treasury. London,
HMSO: 133
-46-
now compete for students, research income and other funding and ensuring institutional
reputation is an increasingly important governance concern.
A.5
The work of the four UK HE funding bodies also provides some assurance about the
standards of institutional governance. All expect HEIs within their jurisdictions to meet
defined standards in relation to governance, audit, risk and associated issues and although
the results of the various review processes are not made public, until recently there has been
increasing confidence in current governance arrangements enabling all the funding bodies to
talk about reducing the accountability burden on institutions.
A.6
However, this confidence in governance has been threatened by several developments:
The consequences of serious governance problems at London Metropolitan
University, where an institution already deemed to be 'at risk' under HEFCE
procedures failed to supply accurate student retention (and therefore financial) data,
thus leading to a loss of confidence in one important aspect of auditing
arrangements. Partly as a result, HEFCE produced a contentious revised financial
memorandum (which forms the formal funding agreement with individual English
HEIs) and although the first draft was amended following objections from many
HEIs, the final version still strengthens its expectations of governing bodies.
In Scotland and Wales the devolved governments (which have responsibility for HE)
are becoming increasingly critical of the governing bodies of universities for being
unwilling to drive political change through encouraging mergers and greater
institutional collaboration. In Wales this had lead to a review group being
established by the Minister to examine university governance. Such developments
will inevitably lead to greater tension about institutional autonomy.
In England, the severe financial challenges following the 2010 CSR will almost
inevitably cause more HEIs to be at financial risk, with HEFCE expecting governing
bodies to take both proactive action to mitigate risk and remedial action where it
arises. If this becomes a widespread problem the current general confidence of
HEFCE in governance in most HEIs may be eroded.
A.7
At the same time as the expectations on governing bodies have increased, other initiatives
have been taken to provide additional support and guidance. These include work by the CUC
itself in advising governing body chairs and the establishment of the Leadership Foundation
for Higher Education (with support from all four UK funding bodies) which amongst other
things runs a national governor development programme. These developments in enhancing
governance in UK HE have been matched by similar activities internationally, most notably in
the USA, Australia, the Netherlands and parts of Eastern Europe.
A.8
As a result of such developments the way that governance is being undertaken by UK HEIs is
changing, and there is considerable innovation within the sector (and this is not restricted to
post-1992 HEIs). This is likely to continue in the future, not least because the government
and Privy Council are permitting much greater freedom for HEIs in how they operate their
affairs through their instruments and articles of government or other regulatory frameworks.
-47-
Such developments include:
A trend to smaller governing bodies (14 is currently the smallest) meeting more
regularly.
A reduction in the size of committee systems but with greater delegation of
powers to those that remain.
An increase in the workload and expectations of governors.
A move away from restricting the governing role to just an 'oversight' role, to one
which is much more actively concerned with ensuring strategic development, maximising
institutional performance and building competitive reputation: in short actively
'governing' rather than simply 'overseeing governance'.
A.9
The pace of such change, of course, inevitably varies amongst autonomous institutions and a
spectrum of governance practice exists with substantial innovation at one end and those
HEIs at the other end who are broadly content with existing governance processes.
Approaches to innovation in governance do not fit any easy form of institutional classification
and innovative HEIs include research intensive, teaching intensive and small specialist
institutions. Rather the key drivers for change tend to be the personalities of the key
individuals involved (chair, vice-chancellor and governing body secretary) and their personal
experience of the benefits that effective governance can bring.
A.10
Inevitably such changes bring with them a number of issues and challenges, some of which
include:
The generic tensions which afflict governance in all sectors, for example: the
sensitivity of board - executive relationships; the dangers of governors confusing
governance with management and becoming overly involved in operational issues;
the difficulty of holding capable and high-performing CEOs and senior managers to
account (the 'RBS problem'); ensuring the effective governance of risk and the
related challenge of providing constructive feedback on performance.
Criticisms from some academics of the greater involvement of external governors as
part of what they might perceive as the managerialisation of HE. A particular issue
here is that the problems associated with this trend are widely (and often
inaccurately) reported (e.g. the London Metropolitan University crisis), whilst the
benefits of effective governance are often relatively invisible, at least in the short
term.
The availability of external governors to take on the role is increasingly a problem for
some (not all) HEIs, with the attendant workload and liability issues. For this reason,
remuneration for external governors is now being considered by some HEIs (as in
the NHS and elsewhere) and has been adopted by at least one university.
Numerous issues are raised about the knowledge base of external governors to
understand the complexity of many HEIs in order to undertake their role effectively.
The issue is usually not one of personal capacity (in general the quality of individual
governors has improved substantially in recent years), but rather the time available
to absorb the necessary information, and often the administrative capacity of HEIs to
provide it.
-48-
A.11
There is no reason to believe that such challenges will become less acute, rather the opposite
is likely and effective governance will become more important to institutions, particularly
given the turbulent financial times ahead. HEIs will have to make very difficult funding and
strategic decisions, in which governing bodies will need to be fully engaged. Although some
critics will continue to blame the requirements of the funding councils for such an emphasis,
the truth is that those HEIs that are most active in enhancing their governance practice are
doing so not for compliance reasons, but because they increasingly recognise the benefits
that effective governance can bring. The challenge for governing bodies in all HEIs is
therefore not whether change is necessary, but what should be the nature and pace of it.
-49-
APPENDIX B:
Types of HE Governing Bodies in Action
B.1
Although undertaking their responsibilities as defined by the main regulatory documents6, in
practice governing bodies in HE operate in different ways. These tend to come about for
three different reasons: tradition; the personal preferences of the governing body chair or
vice-chancellor or both; or a deliberate decision of a governing body to adopt a particular
way of working.
B.2
There are different typologies of boards and the one below is based on three main types of
governing bodies in UK HEIs based on their primary purpose. All are legitimate within
appropriate settings, but may not be consistent with each other and in times of significant
change may actually conflict. They can be represented as follows:
Governance for Maximising
Institutional Performance and
Success
Governance for
Accountability and
Oversight
B.3
Governance for
Representation and
Democracy
Governance for Accountability and Oversight
This has traditionally been the dominant (although not sole) purpose of governance in much
of HE. This includes ensuring compliance with legal and regulatory requirements but goes
much further to include general oversight of the vice-chancellor and executive.
6
The charter and statutes in pre-1992 universities and the instrument and articles of government in post-1992s
plus the financial memorandum with the main funder
-50-
B.4
Governance for Maximising Institutional Performance and Success
This is the dominant (although not sole) purpose of governance in the private sector and
most writing about board effectiveness is based on this purpose. It does, of course, include
oversight of the executive but goes much further into an active role in developing and
monitoring institutional strategy. Many HEIs are moving in this direction and seeing this as
the primary purpose of their governing bodies, a move not only encouraged by a competitive
HE market place, but also by specific initiatives such as the encouragement by CUC for
governing bodies to adopt KPIs.
B.5
Governance for Representation and Democracy
This is the dominant (although not sole) purpose of governance in many social organisations
and here the focus is on engagement, participation and democracy, hence the associated
concerns about the democratic deficit in the other two approaches. Much academic
governance is based on this ideal, although it is not delivered in practice in most HEIs outside
issues concerning core academic matters such as assessment and standards.
B.6
Although in real life governance is obviously more complex than represented in the diagram,
numerous issues follow from this typology:
Where there is a lack of shared purpose there is a danger of governance becoming
ineffective, which may be particularly acute in the area of the diagram where the three
circles overlap.
Implementing each approach has substantially different implications for governance
structure, board size, membership, the definition of board effectiveness and so on.
The primary purpose of governance may vary under different circumstances, for example
oversight may be generally appropriate in times of stability and where a board has
justified confidence in the executive, but not in different circumstances.
-51-
APPENDIX C
COUNCIL EFFECTIVENESS REVIEW - 2005/6
SUMMARY OF KEY ISSUES, ACTIONS AND PROGRESS
The following is a summary of the actions reported following the last internal effectiveness reviews
which took place in 2005. Broadly speaking the vast majority of issues have been actioned. In some
cases more work is required to ensure they are fully implemented and are included in our
recommendations.
Issue
Report Reference
Outcome
Primary Responsibilities
Annexe 1
Matter actioned and primary
responsibilities document
produced. Further updates
will be necessary to this
document in the light of this
review.
Role definitions of Lay and Student
Members
Annexe 2a and b
Matter actioned and role
definitions created.
Role of lay members being defined and
evaluated
Paragraph 8
Limited progress. Further
proposals for addressing this
issue are included in this
report.
Written report of Provost's business as
standard practice
Paragraph 10
Actioned and extended by
use of all staff emails from
Provost being circulated to
members of Council.
Agenda planning: Formal business
taken after discussion of strategic
business
Paragraph 12
Initially actioned but has
more recently reverted to the
previous arrangement with
strategic business following
formal business.
Agenda planning: Council members
contributing
Paragraph 13
Progressed and members of
Council are invited to
contribute agenda items. Also
forthcoming agenda items
are now highlighted in
advance to provide more
advance warning of items in
the future.
Engagement of Council members with
academic and student committees
Paragraph 17
Actioned and Council
members are now invited to
visit departments the
students union.
-52-
Issue
Report Reference
Outcome
Reports to be provided on the
student experience inc. student
evaluation questionnaires
Paragraph 18
Actioned with introduction of
an awayday on the 'Student
Experience' and inclusion of
an annual report.
Briefing of lay members on key
messages
Paragraph 19
Actioned and progress made
but further work required to
coordinate communication
with members of Council
Proposed actions included in
this report.
Council size reduced to 20
Paragraph 20
Members of the Provost's SMT should
not be members
Paragraph 23
Actioned and implemented in
full
Actioned and implemented in
full
Attendance protocol
Paragraph 24
Actioned and implemented in
full
Introduction of an annual away-day
Paragraph 25
Actioned and implemented in
full
Operation of committees of Council as
set out in Annexe 3 should be
implemented
Paragraph 30
Recommendations
implemented but further
work necessary. Proposals
set out in this report.
Operation of committees of Academic
Board as set out in Annexe 4 should be
implemented
Paragraph 31
Limited progress with
recommendations. New
proposals set out in this
report.
-53-
APPENDIX D
List of People Interviewed
UCL COUNCIL - LAY MEMBERS
Sir Stephen Wall (Chair)
Vivienne Parry (Vice-Chair)
Anne Bulford (Treasurer)
Philippa Foster Back
Robert Holden
Mark Knight
Katharine Roseveare
Dr Gill Samuels CBE
Professor Chris Thompson
UCL COUNCIL - ACADEMIC STAFF MEMBERS
Professor Malcolm Grant
Dr Benet Salway
Professor Maria Wyke
Professor David Attwell
ACADEMIC STAFF MEMBERS (FORMER MEMBERS OF COUNCIL
Professor Robert Brown
Dr Nikos Konstantinidis
Dr Andrea Townsend-Nicholson
UCL COUNCIL – STUDENT MEMBERS
Josh Blacker (past member)
Matthew Burgess
Michael Chessum
MEMBERS OF STAFF
Rex Knight
Sarah Brant
Peter McCarroll
Alison Woodhams
Professor Philip Schofield
Professor Michael Worton
Professor Sir John Tooke
Tim Perry
FINANCE COMMITTEE (Group Meeting)
Mark Clarke
John Morgan
Ven Balakrishnan
Ben Booth
Susannah Lloyd
-54-
AUDIT COMMITTEE (Group Meeting)
Nigel Smith
John Hustler
DEANS OF FACULTY (Group Meeting)
Professor
Professor
Professor
Professor
Professor
Professor
Professor
Henry Woudhuysen
Ian Jacobs
Alan Penn
Dame Hazel Genn,
Mary K L Collins
Richard Catlow
Stephen R Smith
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