THE BOARD OF GOVERNORS
BOARD ORGANISATIONAL STRUCTURE
BOARD OF GOVERNORS
J Booth
N Brown
T Carter (Staff Governor)
M East (Staff Governor)
P Geoghegan
M Hyde
R Jackson (Staff Governor)
S Jamieson
M Lloyd
I McManus
C Nicholls (Deputy Chair)
A Pirali
D Rowlands
F Rust (Student Governor)
R Seymour
John Spence
Julie Spence
R Swain
J Swan
M Thorne
J Tomlinson (Chair)
21/25
AUDIT &
COMPLIANCE
COMMITTEE
N Brown
R Seymour
R Swain
J Swan (Chair)
NOMINATIONS
COMMITTEE
C Nicholls
F Rust
M Thorne
J Tomlinson (Chair)
(4/6)
(4/6)
*University Health
& Safety
Committee Minutes are noted
at A&C
J Tomlinson (Chair)
REMUNERATIONJ Mirza FINANCE AND
COMMITTEE
GENERAL
C Nicholls
(Deputy Chair)
PURPOSES
22/25
COMMITTEE
M Hyde
C Nicholls
D Rowlands
J Booth
J Tomlinson (Chair)
I McManus
C Nicholls
J Spence
M Thorne
J Tomlinson (Chair)
(4/4)
(6/6)
*Anglia Trust also
has the same
membership and
meetings are held
prior to F & GP
STUDENT MATTERS
S Wright
COMMITTEE
N Kershaw (Vice
Chancellors Nominee)
(21/25)
H Valentine (DVC)
(21/25)
1. Matt East
2. M Hyde
3. R Jackson
4. S Jamieson (Chair)
5. R Swain
(5/6)
CAPITAL
PROJECTS
23/25
STEERING GROUP
P Geoghegan
M Lloyd
I McManus
C Nicholls (Chair)
D Rowlands
(5/6)
EMPLOYMENT
COMMITTEE
M Hyde
S Jamieson
D Rowlands (Chair)
Julie Spence
M Thorne
(5/6)
1. Francesca Rust
(Student Governor)
2. Emma Nibbs
3. Gabrielle Foreman
4. Richard Kemp
5. Adam Crabb
(2 Student Vacancies)
(5/7)
Section 2:1
August 2012
ANGLIA RUSKIN UNIVERSITY BOARD OF GOVERNORS
Independent Members
Lord Tomlinson
Dr P Geoghegan
Ms M Hyde
Mrs S Jamieson
Mr I McManus
Dr C Nicholls
Section 2:2
July 2012
Period of Office
Ends
23 April 2014
Term
Committees/School/Sponsors
2nd
28 October 2012
23 November 2014
15 October 2012
5 July 2015
1st
2nd
3rd
3rd
3rd
3rd
Chair of the Board of Governors, Finance and General Purposes,
Remuneration, Nominations
Capital Projects Steering Group
Employment, Student Matters, Remuneration
Chair of Student Matters, Employment
Finance and General Purposes, Capital Projects Steering Group
Capital Projects Steering Group Chair, Finance and General
Purposes, Nominations, Remuneration
Audit and Compliance, Student Matters
Extended to:
Mr R Swain
3 April 2013
5 July 2015
Mr J Swan
Mr J Spence
Sir D Rowlands
27 April 2013
21 April 2013
23 November 2014
2nd
1st
2nd
Audit and Compliance Chair
Finance and General Purposes
Capital Projects Steering Group, Employment Chair, Remuneration
14 September 2014
11 July 2015
3 December 2013
29 September 2013
14 September 2014
23 November 2014
23 November 2014
14 September 2014
1st
1st
1st
1st
1st
1st
1st
1st
Finance and General Purposes
Audit and Compliance Committee
Student Matters Committee
Capital Projects Steering Group
25 November 2012
11 July 2014
Academic Staff
Academic Staff
Student Matters
31 August 2013
Student
Student Matters, Nominations
VC
Finance and General Purposes, Employment, Nominations
(10/12)
Co-opted Members
Dr J Booth
Dr N Brown
Mr M East (Support Staff)
Mr M Lloyd
Dr A Pirali
His Honour Judge Seymour
Mrs J Spence
Ms S Wright
(8/8)
Teaching Staff of the University
Ms R Jackson
Dr T Carter
(2/2)
Student of the University
Miss F Rust
(1/1)
Vice Chancellor
Prof M Thorne
(1/1)
-
Audit and Compliance Committee
Employment Committee
Employment Committee
THE BOARD OF GOVERNORS
PEN PICTURES OF THE MEMBERS OF THE BOARD OF GOVERNORS
______________________________________________________________
Jerome Booth
Jerome Booth is a co-founder, Head of Research and a member of the Investment Committee at
Ashmore Investment Management, the specialist emerging markets asset manager.
He holds four degrees, including a doctorate in economics from Oxford and an honorary doctorate
from Anglia Ruskin University. He was also a lecturer in economics at Christ Church, Oxford.
Jerome is an amateur singer and double bass player, a director of the Lloyds insurance broker
CBC, a trustee of the Fitzwilliam Museum Development Trust and a Director of the Britten Sinfonia.
Nigel Brown
Toby Carter FLS FHEA
Dr Toby Carter is a Principal Lecturer in the Faculty of Science & Technology and the Faculty
Director of Learning, Teaching and Assessment. He is a double alumnus of Aberdeen University
and has worked as a researcher and academic in Universities and the Scientific Civil Service. He
came to Anglia Ruskin University as a lecturer in Animal Behaviour and Welfare in 2000 and has
become increasingly involved in pedagogical research in the last 6 years, particularly in the use of
technology to support learning and teaching, culminating in his current position and the award of a
University Teaching Fellowship. He has previously served as an elected staff representative on the
Faculty Board and for 2 terms on the University Senate.
Toby is an academic staff member of the Board of Governors.
Matt East
Matt East started at Anglia Ruskin University in 2005, studying a BSc in Audio Music Technology
and Creative Music Technology. He was elected in his final year of study as SU President in 2009,
and re-elected in 2010.
Matt is now the Learning Technologist for the Faculty of Science and Technology, driving forward
the use of technology to enhance learning and teaching for the faculty.
Matt is also an elected member of the National Executive Council for the National Union of
Students, the main political body of NUS, representing over 7 million students across the UK.
Section 2:3
August 2012
Patrick Geoghegan OBE
Patrick is a Chief Executive of the South Essex Mental Health & Community Care NHS Trust.
He was appointed to the Board in October 2009.
Margaret Hyde
Margaret is the Chair of the Ixion Group and is a Non Executive board member of Business Link
East. Her other main activities include being a former Chair of Essex Crimestoppers, a trustee of
Essex Community Foundation and a former president of Soroptimist International's London Anglia
Region.
Born in West London, she lives in Chelmsford and Cambridge, is married to a former Daily Mail
journalist and has one daughter.
She has been a Non Executive Board Director of the Ixion Group since 2001 and became its
Chairman in 2005.
Margaret was Managing Editor of BBC Essex between 1995 and 2007 and coordinated the BBC's
Charter Renewal activity in the East of England under the key theme of “Building Public Value".
She previously managed BBC Radio Cambridgeshire, was Head of Programmes in Lancashire
and in 1979 became the first woman News Editor in English Local Radio at Radio Merseyside.
Earlier in her career she presented and produced the station's breakfast show and she's also
worked in network radio news and television management in Manchester.
Ruth Jackson
Ruth is the Deputy Dean Academic Partnership Development and Director of the Postgraduate
Medical Institute, based in Chelmsford.
She is the academic staff member of the Board of Governors.
Shirley Jamieson
Shirley is Head of Marketing for Cambridge Enterprise Limited, the University of Cambridge's
commercialisation office which exists to help University of Cambridge inventors, innovators and
entrepreneurs make their ideas and concepts more commercially successful. There are three
main activities: technology transfer, consultancy services and seed funds. The office is ranked as
the number one technology transfer office in the United Kingdom and has a portfolio of over 70
companies in which the University owns shares. The consultancy services are for University of
Cambridge staff and research groups wishing to provide expert advice or facilities to public and
private sector organisations worldwide
In 1999 Shirley co-authored the successful £2.9 million bid on behalf of the University of
Cambridge to create the Cambridge Entrepreneurship Centre. Shirley was Head of External
Relations at the Centre which in 2004 evolved into Cambridge Enterprise Limited and the Judge
Business School's Centre for Entrepreneurial Learning. Shirley has extensive experience of start
up companies from her experience of working for over fifteen years in executive search. First for
Egon Zehnder International as a Researcher and then for six years she was Managing Director of
Scientific Resources, part of the Generics Group. During the mid 1990's she ran her own
consultancy firm specialising in senior appointments for technology based companies. In 2002 she
Section 2:4
July 2012
was the Cambridge Evening News "Business Woman of the Year". She has been a Governor of
Anglia Ruskin University since 1993.
Shirley is Chair of the Student Matters Committee.
Mark Lloyd
Mark Lloyd became Chief Executive of Cambridgeshire County Council in March 2008; prior to that
he was Chief Executive of Durham County Council.
Mark started his career as a civil servant. In 1990 he joined the Powys Training and Enterprise
Council (TEC). In 1993 he worked on the Scott Inquiry into the export of arms to Iraq. In 1994
moved to the Central England TEC. He left to join Bolton and Bury TEC and Business Link in 1996
as Group Deputy Chief Executive. In 1999 he moved to County Durham where he spent 12
months as Chief Executive of County Durham TEC and Business Link before joining Durham
County Council in 2000.
Mark is also: Company Secretary of Cambridgeshire Horizons; Honorary Secretary of the
Association of County Chief Executives; and, a Trustee of Arthur Rank Hospice Charity.
Ian McManus
Ian has operated at Main Board level in major multinational companies, as well as working in
number of blue chip agrochemical and pharmaceutical companies.
Chris Nicholls CBE – Deputy Chair
Chris Nicholls has been Head teacher at Moulsham High School since January 1991. He
graduated from London University and was awarded a PhD (Physical Sciences) from the same
university in 1974. His teaching career began in the London Boroughs, but for most of his career
he has worked in Essex.
Chris is currently a member of both National Council and Executive for the Secondary Heads
Association and is their elected Pay and Conditions Officer. As such, he continues to be involved
with the development of performance management and pay systems. He was awarded a CBE for
services to education in June 2001.
Chris was appointed as Deputy Chair of the Board of Governors in December 2007 and is the
Chair of the Capital Projects Steering Group.
Asaf Pirali
Dr Asaf Pirali is the Founder/President of School of Accounting and Management in Trinidad since
its inception in 1984. He is both academically and professionally qualified holding a B.Sc. in
Management and an M.Sc. in Strategic Business Information Technology. He is a Chartered
Management Accountant and a Chartered Accountant. He holds a Post Graduate Diploma in
Construction Management, and another Post Graduate Diploma in Strategic Business. Apart from
his contribution to education, Dr Pirali is a regular host on radio and television and is also a
Minister at a local church. He has also trained world Christian leaders since 1991.
Section 2:5
August 2012
Sir David Rowlands KCB FCILT
Sir David retired in May 2007 as Permanent Secretary at the Department for Transport after 33
years in the Civil Service. During that time his responsibilities covered most aspects of transport
and in the latter years included the creation of Network Rail as well as of public private
partnerships for the London Underground and for NATS, the national air traffic control service.
He is currently Chairman of both Gatwick Airport and Angel Trains Group and is a senior adviser to
Global Infrastructure Partners, a US infrastructure investment fund. Sir David is a Vice President of
the Chartered Institute of Logistics and Transport and also a member of both the Regional Growth
Fund Advisory Panel and the RAC Foundation’s public policy committee.
He is married with two adult sons and lives in Chelmsford.
Francesca Rust
Gerald is the President of the Anglia Ruskin University Students’ Union.
Gerald is also a member of the Student Matters and Nominations Committee.
His Honour Richard Seymour Q.C.
Richard Seymour is a Senior Circuit Judge permanently assigned to the Queen’s Bench Division of
the High Court. He obtained a First Class honours degree at Cambridge University, and practised
as a barrister based in London until appointed a judge in 2000. He was appointed Queen’s
Counsel in 1991. At the Bar he specialised in professional negligence claims and international
arbitrations; as a judge he tries civil cases, primarily involving contractual disputes. He and his
wife, Clare, who until 2009 was a Senior Lecturer in Social Work at ARU, have jointly written
Courtroom Skills for Social Workers, 2nd edition 2011.
John Spence OBE DL
Born in Edinburgh, with education there and in Dublin and Harvard, John’s career with Lloyds TSB
spanned 32 years from 1973 to 2005. Senior appointments included Managing Director of
Business Banking, Chief Executive of Lloyds TSB Scotland, and Managing Director of Retail
Distribution encompassing UK branch networks, ATMs, telephony and internet banking. He finally
took responsibility for policy and risk, where he forged industry-wide solutions on key issues, such
as responsible lending.
John is NED and Audit Chairman at HM Revenue & Customs and chairs the SE Local Enterprise
Partnership as well as Spicerhaart Group Ltd. He is NED of Capital for Enterprise Ltd and has
been Deputy Chairman of Business in the Community since 2000. He is a governor of the Church
Commissioners and chairs their Audit Committee; he is Chair of Chelmsford Diocesan Board of
Finance and a trustee of St Paul’s Cathedral Foundation.
John is blind and has been chairman or president of various national disability charities. He is
President of the Royal Zoological Society of Scotland and chairs Essex Community Foundation. In
1999 he was awarded the MBE for services to the community, and in 2006 the OBE for services to
charity. HRH The Prince of Wales appointed him as Business Ambassador in 2005. In 2008, he
was made a Deputy Lieutenant and received an Honorary Doctorate from Anglia Ruskin University
in 2009.
Section 2:6
July 2012
For leisure he loves cooking and dinner parties, sport and the theatre, gardening and swimming –
and his motorbike!
Julie Spence OBE QPM DL BEd LLB MA MBA
Julie after taking her ‘A’ Levels, spent four years at Liverpool University and I M Marsh College of
Physical Education where she trained to teach PE and Biology.
Teaching was not for her so in 1978 she joined Avon and Somerset Constabulary where she rose
through the ranks to Superintendent. As an advocate of lifelong learning she continued her
personal development and undertook part-time and distance learning degree courses in law, police
studies and management.
In 1999 she was appointed to Assistant Chief Constable for Thames Valley Police; in April 2004
she was appointed to Deputy Chief Constable for Cambridgeshire; and on 1 June 2005 Julie was
appointed Acting Chief Constable and subsequently appointed to Chief Constable on 10 December
2005.
In the Queen’s 80th birthday honours list she was awarded an OBE for her management of
complex and contentious organisational issues, leadership of Thames Valley’s contribution to the
operations to protect Heathrow and the Queen Mother’s funeral, her work for the ACPO Terrorism
and Allied Matters Committee on Royalty and VIP Protection and her strong leadership and
determination in taking forward the Gender Agenda and the development of the British Association
of Women in Policing (BAWP), which have both become major drivers for gender equality in British
policing.
In 2008 she was awarded an Honorary Doctorate of Laws by Anglia Ruskin University: then in the
2010 New Years Honours list she received the Queens Police Medal (QPM).
In September 2010, after a 32 year career, she retired from policing. She is now pursuing a
portfolio career and rebalancing her work/life balance equation! Her new responsibilities include
being Chairman of the Police Mutual Assurance Society and a Commissioner for the Press
Complaints Commission. She remains committed to the county and has been appointed as a
Deputy Lieutenant to support the Lord Lieutenant in his important county role.
.
Roger Swain
Roger is a qualified accountant (CIPFA) who semi-retired in 2004 after 38 years service in public
sector finance. Latterly this included 13 years as Finance Director, and Deputy Chief Executive for
4 years, of Cambridge University Teaching Hospital (Addenbrookes), preceded by 16 years at
Cambridgeshire County Council.
Jonathan Swan JP B.Ed (Hons) MBA MSI
Jonathan is a director of Operis TRG Limited, a specialist financial modelling and advisory firm
working in the project finance and public-private partnership industry, and he is the author of the
standard textbook on financial modelling. He serves as a lay member of the Council of the College
of Optometrists, a governor of Chelmsford College and a Justice of the Peace, and he has
previously served on the boards of several charitable and voluntary bodies. Jonathan has
extensive experience of corporate governance in the public and private sectors, with particular
expertise in audit and compliance.
A keen angler, Jonathan is often to be seen fishing the millpond on the Chelmsford campus, and
may occasionally be heard practicing his bagpipes.
Section 2:7
August 2012
Michael Thorne
Professor Thorne was appointed as Vice Chancellor and Chief Executive of Anglia Ruskin
University in January 2007.
Mike has a first class honours degree in pure mathematics from the University of London and a
PhD in computational group theory from the University of Birmingham. He held posts in University
College London, Cardiff University, the University of Sunderland and Napier University in
Edinburgh before becoming Vice Chancellor of the University of East London in 2001.
He is the author and co-author of a large number of books and academic papers and writes for
newspapers and magazines and has written and presented numerous TV and radio programmes.
He is a board member of Harlow College and the College of West Anglia and a trustee of the Sir
John Cass Foundation. He has been a member of a number of government committees, most
recently as chair of the Advisory Council on Libraries.
Mike is a very active musician and, among other projects, is about to finish conducting his second
complete sequence of Wagner's Ring Cycle in Edinburgh, as well as Tristan and Isolde (2005),
Parsfal (2006) and Die Meistersinger (2007).
Lord Tomlinson of Walsall - Chair
Lord Tomlinson of Walsall has been a member of the House of Lords since 1998. He was formerly
a member of European Parliament (1984-99). He was also formerly a member of Parliament for
Meriden (1974-79) during which time he was Parliamentary Private Secretary to Prime Minister
Harold Wilson (1975-76); Minister for Europe (1976-79) and Parliamentary Secretary, Ministry of
Overseas Development (1977-79).
Lord Tomlinson has been the Chair of the Association of Independent Higher Education Providers
since 2004 and Chair of the Advisory Committee of London School of Commerce since 2003.
In earlier life he spent two spells, each of between 4 and 5 years, in Further Education, firstly as a
Lecturer and secondly as a Head of Department.
He was awarded an Honorary Doctorate of Laws by the University of Birmingham and an Honorary
Fellowship by the University of Wales Institute, Cardiff.
Section 2:8
July 2012
This page is intentionally blank.
Section 2:9
August 2012
THE BOARD OF GOVERNORS
CALENDAR OF MEETINGS
ACADEMIC YEAR 2011-2012
Committee
Capital Projects Steering Group
Remuneration Committee
Finance & General Purposes
Anglia Trust
Nominations Committee
Main Board
Graduations
Graduations
Employment
Student Matters
Capital Projects Steering Group
Interim Meeting (if required)
Finance & General Purposes
Anglia Trust
Audit & Compliance
Nominations Committee
Main Board
Capital Projects Steering Group
Audit & Compliance
Remuneration Committee
Finance & General Purposes
Anglia Trust
Nominations Committee
Main Board
Employment (CANCELLED)
Student Matters
Capital Projects Steering Group
Interim Meeting
Finance & General Purposes
Anglia Trust
Nominations Committee
Main Board
Capital Projects Steering Group
Audit & Compliance
Employment
Student Matters
Finance & General Purposes
Anglia Trust
Capital Projects Steering Group
Interim Meeting (if required)
Nominations Committee
Main Board
Remuneration Committee
Section 2:10
July 2012
Date
Mon 05/09/11
Fri 09/09/11
Mon 12/09/11
Mon 12/09/11
Thurs 15/09/11
Thurs 15/09/11
Tues 4/Wed
5/Thurs 6/10/11
Wed 12/Thurs
13/10/11
Tues 18/10/11
Thurs 20/10/11
Mon 31/10/11
Time
5pm
10am
5pm
After F&GP
4pm
5pm
Venue
Tindal BR
Tindal Dining Room
House of Lords
SGH
Tindal BR
Tindal BR
Essex
5pm
2pm
5pm
Tindal BR
Tindal BR
SGH
Mon 07/11/11
Mon 07/11/11
Mon 14/11/11
Thurs 24/11/11
Thurs 24/11/11
2012
Mon 16/01/12
Thurs 26/01/12
Mon 30/01/12
Mon 30/01/12
Mon 30/01/12
Mon 13/02/12
Mon 13/02/12
Thurs 9/02/12
Thurs 22/03/12
Wed 28/03/12
5pm
After F&GP
5:30pm
4pm
5pm
Tindal BR
Tindal BR
Tindal BR
SGH
SGH
5pm
5:30pm
4pm
5pm
After F&GP
4pm
5pm
5pm
2pm
5pm
SGH
Tindal BR
Tindal BR
Tindal BR
Tindal BR
Tindal BR
Tindal BR
Tindal BR
SGH
Tindal DR
Thurs 03/05/12
Thurs 03/05/12
Thurs 03/05/12
Thurs 03/05/12
Mon 14/05/12
Thurs 24/05/12
Wed 30/05/12
Thurs 07/06/12
Mon 18/06/12
Mon 18/06/12
Mon 02/07/12
2pm
2pm
4pm
5pm
5pm
5:30pm
5pm
2pm
5pm
After F&GP
5pm
Tindal BR
Tindal BR
Tindal BR
Tindal BR
HEL006
HEL252
HEL006
LAB214
HEL006
HEL006
Tindal BR
Thurs 12/07/12
Thurs 12/07/12
Wed 18/07/12
4pm
5pm
5pm
Tindal BR
Tindal BR
Tindal Dining Room
Cambridge
THE BOARD OF GOVERNORS
CALENDAR OF MEETINGS
ACADEMIC YEAR 2012-2013
Committee
Remuneration Committee
Anglia Trust CANCELLED
Finance & General Purposes CANCELLED
Nominations Committee
Main Board
Graduations
Graduations
Capital Projects Steering Group
Employment
Student Matters - To be moved
Anglia Trust
Finance & General Purposes
Audit & Compliance
Nominations Committee
Main Board
Capital Projects Steering Group
Audit & Compliance
Remuneration Committee
Anglia Trust
Finance & General Purposes
Nominations Committee
Main Board
Employment
Student Matters
Anglia Trust
Finance & General Purposes
Nominations Committee
Main Board
Capital Projects Steering Group
Audit & Compliance
Employment
Student Matters
Anglia Trust
Finance & General Purposes
Nominations Committee
Main Board
Remuneration Committee
Date
Wed 05/09/12
Wed 05/09/12
Wed 05/09/12
Time
3pm
5pm
Thurs 13/09/12
Thurs 13/09/12
Tues 2/Wed
3/Thur 4/10/12
Tues 9/Wed
10/Thur
11/10/12
Mon 8/10/12
Tues 16/10/12
Thurs 18/10/12
Mon 05/11/12
Mon 05/11/12
Thurs 15/11/12
Thurs 22/11/12
Thurs 22/11/12
2013
Mon 14/01/13
Thurs 24/01/13
Mon 28/01/13
Mon 28/01/13
Mon 28/01/13
Thurs 14/02/13
Thurs 14/02/13
Thurs 28/02/13
Thurs 21/03/13
Mon 08/04/13
Mon 08/04/13
Thurs 02/05/13
Thurs 02/05/13
Mon 13/05/13
Thurs 23/05/13
Wed 29/05/13
Thurs 06/06/13
Mon 17/06/13
Mon 17/06/13
Thurs 11/07/13
Thurs 11/07/13
Wed 17/07/13
4pm
5pm
After Anglia Trust
Venue
Tindal Dining Room
Tindal BR
Tindal BR
Cambridge
Cambridge
Essex
Cambridge
5pm
5pm
2pm
5pm
After Anglia Trust
5:30pm
4pm
5pm
5pm
5:30pm
4pm
5pm
After Anglia Trust
4pm
5pm
4pm
2pm
5pm
After Anglia Trust
4pm
5pm
5pm
5:30pm
5pm
2pm
5pm
After Anglia Trust
4pm
5pm
5pm
Tindal BR
Tindal BR/SGH B/R
Tindal BR
Cambridge
Cambridge
Tindal BR
Tindal BR
Tindal BR
Tindal BR
Tindal BR
Tindal BR
Tindal BR
Tindal BR
Tindal BR
Tindal BR
Tindal DR/HEL232
Cambridge
Tindal BR
Tindal BR
Cambridge
Cambridge
Tindal BR
Cambridge
Cambridge
Tindal BR
Cambridge
Cambridge
Tindal BR
Tindal BR
Tindal Dining Room
Section 2:11
August 2012
THE BOARD OF GOVERNORS
ANGLIA RUSKIN UNIVERSITY HIGHER EDUCATION CORPORATION
INSTRUMENT OF GOVERNMENT
______________________________________________________________
1.
INTERPRETATION
(1)
In this Instrument, the following words and expressions shall have the meanings
indicated in this paragraph"the Act" means the Education Reform Act 1988 as amended from time to time;
"the Corporation" means the Anglia Ruskin University Higher Education Corporation;
"the Board of Governors" means the members of the Corporation;
"the University" means the Anglia Ruskin University conducted by the Corporation;
"the Principal" means the Vice Chancellor of the University;
"the Academic Board" means the Senate of the University constituted in accordance
with the Articles;
"the Instrument" means the Instrument of Government in accordance with which the
University is conducted;
"the Clerk" means the person appointed to the office of the Clerk to the Board of
Governors under the Articles;
"the Secretary of State" means the Secretary of State for Education and Skills;
and
"the appointing authority" means the Corporation unless otherwise specified.
(2)
2.
NAME OF THE CORPORATION
(1)
3.
References in this Instrument, in relation to the Board of Governors, to a variable
category of members are references to any category of members in relation to which
the number applicable in accordance with paragraph 3 below is subject to variation.
The Board of Governors may, by resolution, change the name of the Corporation,
with the consent of the Privy Council.
MEMBERSHIP OF THE BOARD OF GOVERNORS
(1)
The Board of Governors shall consist of(a)
Section 2:12
July 2012
not less than twelve and not more than twenty-four members appointed in
accordance with the following provisions; and
(b)
(2)
the Principal, unless he chooses not to be a member.
Of the appointed members(a)
up to thirteen shall be independent members;
(b)
up to two may be teachers at the University nominated by the Academic Board
and up to two may be students of the University nominated by the students
thereof; and
(c)
at least one and not more than nine shall be co-opted members nominated by
the members of the Board of Governors who are not co-opted members.
(3)
Independent members shall be persons appearing to the appointing authority to have
experience of, and to have shown capacity in, industrial, commercial or employment
matters or the practice of any profession.
(4)
The co-opted member required by sub-paragraph 3(2)(c) above shall be a person
who has experience in the provision of education.
(5)
A person (other than a person appointed in pursuance of sub-paragraph 3(2)(b)
above) who is(a)
(b)
(c)
employed at the University (whether or not as a teacher);
a full-time student at the University; or
an elected member of any local authority,
is not eligible for appointment as a member of the Board of Governors otherwise than
as a co-opted member.
4.
(6)
For the purposes of this paragraph, a person who is not for the time being enrolled as
a student at the University shall be treated as such a student during any period when
he has been granted leave of absence from the University for the purposes of study
or travel or for carrying out the duties of any office held by him in the student union at
the University.
(7)
It shall be for the appointing authority to determine any question as to whether any
person is qualified in accordance with the preceding provisions of this paragraph for
appointment as a member of the Board of Governors of any description or category.
DETERMINATION OF MEMBERSHIP NUMBERS
(1)
The Board of Governors shall make a determination with respect to their membership
numbers.
(2)
Such a determination shall fix the number of members of each variable category of
which the Board of Governors is to consist, subject to the limits applicable in relation
to that category in accordance with paragraph 3(2) above.
(3)
In making such a determination, the Board of Governors shall secure that at least half
of all the members of the Board of Governors, when constituted in accordance with
the determination, will be independent members.
(4)
Such a determination shall not have effect so as to terminate the appointment of any
person who is a member of the Board of Governors at the time when it takes effect.
Section 2:13
August 2012
(5)
5.
Such a determination may be varied by a subsequent determination.
APPOINTMENT OF MEMBERS OF THE BOARD OF GOVERNORS
(1)
Subject to the provisions of section 124C of the Act, no appointment of members of
the Board of Governors may be made before the first determination of the
membership in accordance with paragraph 4(1) above takes effect.
(2)
The Board of Governors are the appointing authority in relation to the appointment of
any member of the Board of Governors other than an independent member.
(3)
Where an appointment of an additional independent member of the Board of
Governors falls to be made in consequence of a determination in accordance with
paragraph 4 above, the appointing authority in relation to the appointment-
(4)
(5)
(6)
Section 2:14
July 2012
(a)
shall be the Board of Governors if the appointment is made within the period
of three months beginning with the date of the determination; or
(b)
if the appointment is not made within that period, shall be the current
independent members of the Board of Governors.
Where a vacancy in the office of an independent member of the Board of Governors
arises on any existing independent member ceasing to hold office on the expiry of his
term of office(a)
his successor shall not be appointed more than six months before the expiry
of that term; and
(b)
the appointing authority in relation to the appointment of his successor(i)
shall be the Board of Governors if the appointment is made not less than
three months before the expiry of that term; or
(ii)
if the appointment is not so made, shall be the current independent
members of the Board of Governors.
Where a vacancy in the office of an independent member of the Board of Governors
arises on the death of any such member or on any such member ceasing to hold
office in accordance with the Instrument, the appointing authority in relation to the
appointment of his successor(a)
shall be the Board of Governors if the appointment is made within the period
of three months beginning with the date of death or the date on which the
office becomes vacant (as the case may be); or
(b)
if the appointment is not made within that period, shall be the current
independent members of the Board of Governors.
No appointment of an independent member of the Board of Governors by the Board
of Governors in accordance with sub-paragraph 5(3)(a), 5(4)(b)(i) and 5(5)(a) above
shall be made unless the appointment has been approved by the current independent
members of the Board of Governors.
(7)
6.
TENURE OF OFFICE OF MEMBERS OF THE BOARD OF GOVERNORS
(1)
The Board of Governors shall determine the period of office of members in each of
the variable categories set out in paragraph 3(2) above. Such members shall hold
and vacate office in accordance with the terms of their appointment and shall, on
ceasing to be a member on completion of their period of office, be eligible for reappointment.
(2)
A member of the Board of Governors may at any time by notice in writing to the Clerk
resign his office, which will thereupon become vacant from the date of receipt of the
notice or date of resignation specified therein whichever shall be the later.
(3)
If at any time the Board of Governors are satisfied that any member of the Board of
Governors-
(4)
7.
(b)
is unable or unfit to discharge the functions of a member, the
Board of Governors may by notice in writing to that member
remove him from office; and thereupon the office shall become vacant.
Where a member of the Board of Governors appointed as an Academic Board
nominee or a student nominee, or a member of staff or student appointed as a coopted member of the Board of Governors, ceases before the end of his period of
office to be a member of staff or a student of the University, as the case may be, his
office shall thereupon become vacant.
The Board of Governors shall appoint from among their members a Chair and any
other officers which the Board may determine.
The Board of Governors may establish committees and permit such committees to
include persons who are not members of the Board of Governors.
ALLOWANCES
(1)
10.
has been absent from meetings of the Board of Governors for a period of twelve
months without the permission of the Board of Governors; or
COMMITTEES
(1)
9.
(a)
OFFICERS
(1)
8.
If the number of independent members of the Board of Governors falls below the
number needed in accordance with the Articles for a quorum, the Secretary of State is
the appointing authority in relation to the appointment of such number of independent
members as is required for a quorum.
The Board of Governors shall determine any allowances to be paid to members of the
Board of Governors.
SEAL OF CORPORATION
(1)
The application of the seal of the Corporation shall be authenticated by the signature
of the Chair of the Board
Section 2:15
August 2012
of Governors or some other member authorised generally or specially by the Board of
Governors to act for that purpose together with that of any other member of the Board
of Governors.
(2)
11.
The Corporation Seal shall be held under secure arrangements by the Clerk.
COPIES OF INSTRUMENT OF GOVERNMENT
(1)
Copies of the Instrument of Government shall be provided to each member of the
Board of Governors.
16 February 1993
Amended 2005
Section 2:16
July 2012
This page is intentionally blank
Section 2:17
August 2012
THE BOARD OF GOVERNORS
ANGLIA RUSKIN UNIVERSITY HIGHER EDUCATION CORPORATION
ARTICLES OF GOVERNMENT
________________________________________________________________________
In exercise of the powers conferred upon it by Section 125 of the Education Reform Act 1988, the
Anglia Ruskin University higher education corporation make the following Articles of Government in
accordance with which the Anglia Ruskin University shall be conducted:
1.
INTERPRETATION
(1)
In these Articles words and expressions shall have the meanings ascribed to them in
paragraph 1 of the Instrument of Government made by the Privy Council on 16
February 1993, and
"the holders of senior posts" means the Principal, the Clerk and the holders of such
other senior posts as the Board of Governors determine and "holder of a senior post"
shall be construed accordingly;
"deputy principal" means the Deputy Vice Chancellor of the University;
"vice principal" means the Pro-Vice Chancellors of the University;
"the staff" includes both teaching and other staff of the University;
"staff governor" means a member of the Board of Governors appointed on the
nomination of the Academic Board, or as a co-opted staff nominee;
"student governor" means a member of the Board of Governors appointed as a
student nominee or a co-opted student nominee; and
"a students' union" means any association of the generality of students formed to
further the educational purposes of the University and the interests of students as
students.
2.
CONDUCT OF THE UNIVERSITY
(1)
3.
The University shall be conducted in accordance with the provisions of the Education
Acts 1944 to 1993, any subsequent Education Acts, any relevant regulations, orders
or directions made by the Secretary of State, or by the Privy Council, and subject
thereto, in accordance with the provisions of the Instrument, these Articles and any
rules or bye-laws made under these Articles.
RESPONSIBILITIES OF BOARD OF GOVERNORS, PRINCIPAL AND ACADEMIC
BOARD
The Board of Governors
(1)
Section 2:18
July 2012
The Board of Governors shall be responsible for:
(a)
the determination of the educational character and mission of the University
and for oversight of its activities;
(b)
the effective and efficient use of resources, the solvency of the University and
the Corporation and for safeguarding their assets;
(c)
approving annual estimates of income and expenditure;
(d)
the appointment, assignment, appraisal, grading, suspension, dismissal and
determination of the pay and conditions of service of the holders of senior
posts; and
(e)
setting a framework for the pay and conditions of service of all other staff.
The Principal
(2)
Subject to the responsibilities of the Board of Governors, the Principal shall be the
chief executive of the University, and shall be responsible for:
(a)
making proposals to the Board of Governors about the educational character
and mission of the University, and for implementing the decisions of the
Board of Governors;
(b)
the organisation, direction and management of the University and leadership
of the staff;
(c)
the appointment, assignment, grading, appraisal, suspension, dismissal, and
determination - within the framework set by the Board of Governors - of the
pay and conditions of service of staff other than the holders of senior posts;
(d)
the determination, after consultation with the Academic Board, of the
University's academic activities, and for the determination of its other
activities;
(e)
preparing annual estimates of income and expenditure for consideration by
the Board of Governors, and for the management of budget and resources,
within the estimates approved by the Board of Governors;
(f)
the maintenance of student discipline and, within the rules and procedures
provided for within these Articles, for the suspension or expulsion of students
on disciplinary grounds and for implementing decisions to expel students for
academic reasons.
The Academic Board
(3)
Subject to the provisions of these Articles, to the overall responsibility of the Board of
Governors, and to the responsibilities of the Principal, the Academic Board shall be
responsible for:
(a)
general issues relating to the research, scholarship, teaching and courses at
the University including criteria for the admission of students; the appointment
and removal of internal and external examiners; policies and procedures for
assessment and examination of the academic performance of students; the
contents of the curriculum; academic standards and the validation and review
of courses; the procedures for the award of qualifications and honorary
academic titles; and the procedures for the expulsion of students for
Section 2:19
August 2012
academic reasons. Such responsibilities shall be subject to the requirements
of validating and accrediting bodies;
(4)
4.
considering the development of the academic activities of the University and
the resources needed to support them and for advising the Principal and the
Board of Governors thereon; and
(c)
advising on such other matters as the Board of Governors or the Principal
may refer to the Academic Board.
(d)
in exercising its responsibilities, the Academic Board will arrange, so far as is
practicable, for its tasks to be performed by Faculties where these tasks are
related to matters not affecting other Faculties or the University as a whole.
The Academic Board may establish such committees as it considers necessary to
enable it to carry out its responsibilities provided that each establishment is first
approved by the Principal and the Board of Governors. The number of members of
any such committee and the terms on which they are to hold and vacate office shall
be determined by the Academic Board.
ACADEMIC BOARD
(1)
5.
(b)
There shall be an Academic Board of no more than 40 members, comprising the
Principal (who shall be Chair) and such other numbers of staff and students as may
from time to time be approved by the Board of Governors. Taken together, the
following categories shall comprise at least half of the total membership of the
Academic Board: the Principal, Deputy Principal, Vice Principals and Heads of
academic and related departments. The remaining members shall include other
members of staff and students, and may include co-opted members. The Principal
may nominate a Deputy Chair from among the members of the Academic Board to
take the chair in his place. The period of appointment of members and the selection
or election arrangements shall be subject to the approval of the Board of Governors.
DELEGATION OF FUNCTIONS AND COMMITTEES
(1)
Subject to the following provisions of this Article, the Board of Governors may
establish committees for any purpose or function, other than those assigned
elsewhere in these Articles to the Principal or to the Academic Board, and may
delegate powers to such committees or to the Chair of the Board of Governors or to
the Principal.
(2)
The Board of Governors shall establish a committee or committees to determine or
advise on such matters relating to employment policy or finance as the Board of
Governors may remit to them. The members of the committee or committees shall
be drawn from the Board of Governors other than staff or student governors.
(3)
The Board of Governors shall not, however, delegate the following
Section 2:20
July 2012
-
the determination of the educational character and mission of the University,
-
the approval of the annual estimates of income and expenditure;
6.
ensuring the solvency of the University and the Corporation and the
safeguarding of their assets;
-
the appointment or dismissal of the Principal; or
-
the varying or revoking of these Articles.
APPOINTMENT OF CLERK TO THE BOARD OF GOVERNORS
(1)
7.
-
The Board of Governors shall appoint a Clerk to act as secretary to the Board of
Governors.
PROCEDURES FOR MEETINGS
(1)
The quorum for meetings of the Board of Governors shall be 10 members of whom 6
shall be independent members. If a meeting is quorate, but less than half the
members present are independent members, a majority of the independent members
present shall be able to require that a decision be deferred to the next meeting. No
decision shall be deferred more than once under this provision.
(2)
Members of the Board of Governors shall not be bound in their speaking and voting
by mandates given to them by other bodies or persons, except where acting as a
proxy for another member.
(3)
The Governors shall at their first meeting following incorporation in each year
commencing on 1st September, elect a Chair, Deputy Chair and Vice Chair of their
meetings for the year. The Chair, Deputy Chair and Vice Chair shall always be
members of the Board. A Governor who is a member of the staff of the University or
who is a student of the University shall not be eligible for election as Chair, Deputy
Chair or Vice Chair. At a meeting of the Governors, the Chair if present, shall
preside. If the Chair, Deputy Chair and Vice Chair are absent from a meeting of the
Governors, such Governor as the Governors shall choose shall preside. The Chair,
Deputy Chair and Vice Chair shall be eligible for re-election. A casual vacancy in the
Chairship will be filled by electing a Chair, Deputy Chair or Vice Chair for the
unexpired portion of the year.
(4)
The Governors shall hold a meeting at least once in every term. All meetings of the
Governors shall be summoned by the Clerk to the Board of Governors. A special
meeting shall be summoned at any time on the request, either of the Chair, or, in
writing, of any 7 Governors (whose names shall appear on the summons). At least 5
clear days before any meeting of the Board of Governors a summons to attend the
meeting, specifying the business proposed, shall be sent by the Clerk to the usual
place of residence of each Governor or such other address as the Governors may
have notified in writing to the Clerk. Except with the consent of the majority of the
Governors present and voting, no business shall be transacted other than that
specified in the summons to attend the meeting.
(5)
If any Governor has a direct or indirect pecuniary interest or family or other personal
interest in any matter to be discussed by the Governors that Governor shall declare
an interest and withdraw from the meeting while the matter is discussed. Any
Governor who is related to an applicant for a post in the University shall declare an
interest and take no part in the appointment.
Section 2:21
August 2012
(6)
The Governors may by resolution require the withdrawal of staff or student
Governors or members of committees, where appropriate, at any meeting where a
named member of staff or student, or prospective member of staff, is being
considered. The Governors may similarly require the withdrawal of the Principal
from the meeting or part thereof where the Principal's own position is under
discussion.
(7)
Every question to be determined at a meeting of the Governors shall be determined
by a majority of the votes of the Governors present and voting on the question.
(8)
Save where Paragraph 7 to Schedule 7 of the Education Reform Act 1988 provides
that the appointing authority for independent members shall be the independent
members
of
the
Corporation,
all
members of the Corporation, appointed subsequent to the appointment of first
members by the Secretary of State, shall be appointed at a meeting of the
Corporation on a majority vote of those present and voting. The quorum for such
meetings shall be 10 members of whom at least 6 shall be independent members.
Where the Corporation will consider the appointment of a person over the age of 70,
then the quorum shall be 13, of whom at least 7 shall be independent members.
Where the appointing authority shall be the independent members of the
Corporation, the independent members shall form a committee of the Corporation.
The committee will appoint any member on a majority vote of those present and
voting. The quorum shall be 6 independent members. Where the independent
members will consider the appointment of a person over the age of 70, then the
quorum shall be 7. The Chair of the committee shall be the Chair of the Corporation
or in his or her absence the Deputy Chair or Vice Chair. Where all are absent or are
not independent members the committee shall elect a Chair from those present. The
Chair of the committee shall have a second or casting vote.
Voting by either appointing authority shall be by ballot. The notice required for all
meetings at which appointments are to be made shall be 5 clear days.
Persons over the age of 70 shall only be appointed where the vote represents an
absolute majority of all the members of the appointing authority (whether or not
taking part in the vote).
(9)
(10)
Section 2:22
July 2012
Minutes shall be kept of the proceedings of the Governors and of its Committees.
There shall be access to papers of the Board of Governors and its Committees for
inspection by students and staff of the University. Except where material relates to
named members of staff or students, or prospective members of staff or students, or
to matters which the Board of Governors or any Committee thereof, as appropriate,
are satisfied should be dealt with on a confidential basis, the following should be
available for such inspection:
-
agenda
-
draft minutes, if they have been approved by the Chair of the meeting
-
signed minutes
-
reports or papers considered at meetings.
Any resolution of the Board of Governors may be rescinded or varied at a
subsequent meeting provided that due notice of the intention to propose the
rescission has been given to all the Governors.
8.
9.
APPOINTMENT AND PROMOTION OF STAFF
(1)
Each member of staff shall serve under a contract of employment with the
Corporation.
(2)
Upon the occurrence of a vacancy or expected vacancy for the post of Principal, the
post shall be advertised nationally.
CONDUCT OF STAFF
(1)
After consultation with the staff, the Board of Governors shall make rules relating to
the conduct of the staff.
Academic Freedom
(2)
10.
In making rules under Article 9(1), the Board of Governors shall have regard to the
need to ensure that academic staff have freedom within the law to question and test
received wisdom, and to put forward new ideas and controversial or unpopular
opinions, without placing themselves in jeopardy or losing their jobs or any privileges
they may have at the University.
SUSPENSION AND DISMISSAL OF STAFF
Suspension
(1)
The Chair of the Board of Governors or in the absence of the Chair, the Deputy
Chair, may suspend from duty, with pay, the holder of a senior post for misconduct or
other good and urgent cause. The Chair or Deputy Chair shall report such
suspension in writing to the Board of Governors within two working days or as soon
thereafter as practicable.
(2)
The Principal or in his absence a senior post holder approved by the Board of
Governors may suspend from duty, with pay, any member of the staff of the
University other than the holder of a senior post for misconduct or other good and
urgent cause.
(3)
Anyone who is suspended from duty under Articles 10(1) or 10(2) shall be entitled to
receive from the Principal, or in the case of the holders of senior posts, from the
Chair or Deputy Chair of the Board of Governors, written notification of the
suspension, setting out the grounds on which the decision to suspend has been
taken.
(4)
Procedures for the suspension of staff under Articles 10(1) or 10(2) shall be specified
in rules made by the Board of Governors after consultation with the staff. The rules
shall include provision that:
(a)
any person who has been under suspension for three weeks or more may appeal in
writing to the Board of Governors against the suspension, save that no such right of
appeal shall lie if the person is the subject of a reference to a Special Committee
under Article 10(5) or of a notification from the Principal under Article 10(12);
Section 2:23
August 2012
(b)
any appeal made under 10(4)(a) shall be considered as soon as practicable; and
(c)
a suspension against which an appeal is made shall continue to operate pending the
determination of the appeal.
Dismissal
(i)
Holders of senior posts including the Principal and the Clerk
(5)
If the Chair of the Board of Governors, or in his or her absence the Deputy Chair, or
a majority of the members of the Board of Governors, consider that it may be
appropriate for the Board of Governors to dismiss the holder of a senior post, the
Chair, Deputy Chair or Board of Governors as appropriate shall refer the matter to a
Special Committee of the Board of Governors, which shall be convened as soon as
possible to examine the facts, otherwise investigate the ground for dismissal, and
make a report to the Board of Governors.
(6)
The person whose dismissal is to be considered by the Special Committee shall
have the right to make representations to the Committee, including oral
representations, for which purpose he may be accompanied and represented by a
friend.
(7)
The Special Committee shall prepare a written report for consideration by the Board
of Governors, a copy of which shall be sent to the person to whom it relates. The
report shall set out the facts relating to the case, and any considerations which the
Committee considers should be taken into account in the Board of Governors'
consideration of the matter. The report should not contain recommendations as to
the decision to be taken by the Board of Governors.
(8)
The Board of Governors shall consider the report of the Special Committee and take
such action as it considers appropriate, which may include the dismissal of the
person concerned.
The person concerned shall have the right to make
representations to the Board of Governors, including oral representations for which
purpose he or she may be accompanied and represented by a friend.
(9)
The Special Committee shall consist of 5 members of the Board of Governors. The
Chair of the Board of Governors, the Deputy Chair, the Vice Chair, the Principal, staff
and student governors shall not be eligible for membership of the Special
Committee.
(10)
The Board of Governors shall make rules specifying procedures for the conduct of
the Special Committee and other aspects of the procedure set out in 2 -9 Articles
10(5) to 10(9).
(ii)
Other Members of Staff
(11)
The Principal may dismiss any member of the staff other than the holder of a senior
post and if the circumstances are such that he is entitled to do so by virtue of the
conduct of that member of staff, that dismissal may take immediate effect without
any need for prior notice.
Section 2:24
July 2012
11.
(12)
Where the Principal proposes to dismiss such a member of staff and the
circumstances described in Article 10(11) do not prevail he shall notify the member
of staff concerned of the proposal. That staff member shall be given the opportunity
to make representations to the Principal (including oral representations, for which
purpose the staff member may be accompanied and represented by a friend) before
any decision to dismiss by the Principal is taken.
(13)
Where a staff member has been dismissed pursuant to Article 10(11) or a decision to
dismiss has been taken pursuant to Article 10(12) that staff member may appeal
against dismissal or decision, as the case may be, to the Board of Governors. In the
case of an appeal against a decision to dismiss, the dismissal shall not take effect
until the appeal has been determined.
(14)
Procedures for the dismissal of staff by the Principal and for the consideration of
appeals against dismissals shall be specified in rules made by the Board of
Governors after consultation with the staff. The rules should include rights of
representation.
GRIEVANCE PROCEDURES
(1)
12.
13.
After consultation with the staff the Board of Governors shall make rules specifying
procedures according to which staff may seek redress of any grievances relating to
their employment.
STUDENTS
(1)
A students' union shall conduct and manage its own affairs and funds in accordance
with a constitution approved by the Board of Governors and shall present audited
accounts annually to the Board of Governors. No amendment to or rescission of that
constitution, in part or in whole, shall be valid unless and until approved by the Board
of Governors.
(2)
The Board of Governors, after consultation with the Academic Board and
representatives of the students, shall make rules with respect to the conduct of
students, including procedures for suspension and expulsion.
(3)
In exercise of their responsibilities under Article 3(3)(a), the Academic Board, after
consultation with the Board of Governors and representatives of the students, shall
determine procedures for the expulsion of a student for an unsatisfactory standard of
work or other academic reason.
(4)
The Board of Governors shall ensure, by the provision for students of committee
membership and avenues of direct access, an appropriate opportunity to raise
matters of proper concern to them at all levels in the University.
FINANCIAL MATTERS
Fees
(1)
The Board of Governors shall determine the tuition and other fees payable to the
Corporation (subject to any terms and conditions attached to grants, loans or other
payments paid or made by the appropriate Higher Education Funding Council).
Section 2:25
August 2012
Accounts Estimates and Audit
14.
(2)
The Board of Governors shall keep accounts and records and appoint auditors in
accordance with the provisions of the Act.
(3)
Annual estimates of income and expenditure shall be prepared by the Principal for
the consideration and approval of the Board of Governors.
RULES AND BYE-LAWS
(1)
15.
COPIES OF ARTICLES, RULES AND BYE-LAWS
(1)
16.
A copy of these Articles, and any rules or bye-laws, shall be given to every governor
and shall be available for inspection upon request to every member of staff and
every student.
AMENDMENT OF ARTICLES
(1)
17.
The Board of Governors shall have power to make rules and bye-laws concerning
such matters with regard to the government and conduct of the University as it shall
think fit. Such rules and bye-laws shall be subject to the provisions of these Articles.
These Articles may be amended or replaced by a resolution of the Corporation either
with the approval of the Privy Council or as required by the Privy Council, after
consultation with the Corporation, in accordance with Section 125 of the Act.
DATE OF ARTICLES
(1)
These Articles shall come into operation on 6 April 1995.
6 April 1995
Amended 2005
Section 2:26
July 2012
THE BOARD OF GOVERNORS
DELEGATION OF AUTHORITY
________________________________________________________
1.
2.
Subject to the responsibilities of the Board of Governors, the Vice Chancellor shall be the
Chief Executive of the University, and shall be responsible:
a)
for making proposals to the Board of Governors about the educational charter and
mission of the University, and for implementing the decisions of the Board of
Governors;
b)
for the organisation, direction and management of the University and leadership of
the staff;
c)
for the appointment, assignment, grading, appraisal, suspension, dismissal and
determination - within the framework set by the Board of Governors - of the pay and
conditions of service of staff other than the holders of senior posts;
d)
for the determination, after consultation with the Academic Board (Senate) of the
University, of the University’s academic activities, and for the determination of its
other activities;
e)
for preparing annual estimates of income and expenditure for consideration by the
Board of Governors, and for the management of budget and resources, within the
estimates approved by the Board of Governors;
f)
for the maintenance of student discipline and, within the rules and procedures
provided for within these Articles, for the suspension or expulsion of students on
disciplinary grounds and for implementing decisions to expel students for academic
reasons.
Subject to Section 1. above the following shall be delegated:
Duties
Persons
a)
No delegation
b)
No delegation
c) Appointment
Human Resources Services subject to the
appointment being approved and within agreed
staff budgets and approved by the appropriate
budget holder.
Assignment
The appropriate Line Manager
Grading
Deputy Vice Chancellor (Systems Innovation)
Section 2:27
August 2012
Suspension/Dismissal
A member of the Vice Chancellor’s Group
nominated (from time to time) by the Vice
Chancellor
Determination
Deputy Vice Chancellor (Systems Innovation)
The Delegated Powers detailed in c) shall not ordinarily be exercised in respect of Senior
Management Grade posts without the explicit and written permission of the Vice
Chancellor. In the absence of the Vice Chancellor and in case of urgency, such that the
matter can not await the return of the Vice Chancellor, then Delegated Powers may be
exercised by the individuals detailed above. Where an individual is not identified and must
ordinarily be authorised by the Vice Chancellor before acting then the matter must be dealt
with in accordance with 3. below.
d)
No delegation
e)
Director of Finance
f)
A member of the Vice Chancellor’s Group
nominated (from time to time) by the Vice
Chancellor
3.
In the absence of the Vice Chancellor or in circumstances and for whatever reason the Vice
Chancellor is unable to fulfil his responsibilities, then matters of urgency shall be referred by
the Clerk (or in his absence, the Deputy Clerk) to the Chair (or in his absence, the Deputy
Chair) who shall agree such temporary delegated powers as he sees fit.
4.
Financial delegation shall be as determined in the University’s Financial Regulations which
will be regarded as the maximum financial delegation available. Downward adjustments
may be detailed by the Vice Chancellor.
Amended January 2005
Section 2:28
July 2012
THE BOARD OF GOVERNORS
INTERPRETATION
________________________________________________________________________
For the purpose of this document:
"The Board of Governors" means the Board of Governors of Anglia Ruskin University Higher
Education Corporation.
"The Board" means the Board of Governors of Anglia Ruskin University Higher Education
Corporation.
"Anglia Ruskin University" means Anglia Ruskin University Higher Education Corporation.
"The University" means Anglia Ruskin University Higher Education Corporation.
"Committee" means a Committee of the Board of Governors of Anglia Ruskin University Higher
Education Corporation except where otherwise provided.
"The Clerk" means the Clerk to the Board of Governors or the Deputy Clerk to the Board of
Governors if there be no Clerk or no Clerk capable of acting.
"Senior Post Holder" means the Vice Chancellor, the Clerk to the Board of Governors and the
holders of such other posts as the Board may determine from time to time.
"The Articles of Government" means the Articles of Government of Anglia Ruskin University
Higher Education Corporation.
"The Chair" means the Chair of Anglia Ruskin University Higher Education Corporation except
where otherwise provided.
“The Deputy Chair” means the Deputy Chair of Anglia Ruskin University.
"The Vice Chancellor" means the Vice Chancellor of Anglia Ruskin University.
"The Students’ Union" means any association of the generality of students formed to further the
educational purposes of the University and the interests of students as students.
"Independent Member" means a Member of the Board appointed in accordance with Schedule 6
Further & Higher Education Act 1992 and Schedule 7A Education Reform Act 1988.
"Student" means an individual on a course of study at the University in respect of which fees are
payable to the University.
"Day" means a working day and shall exclude Saturdays, Sundays and Bank Holidays.
Except where otherwise provided words importing the masculine gender only shall include the
feminine gender.
Amended November 1998
Amended October 2005
Section 2:29
August 2012
THE BOARD OF GOVERNORS
STANDING ORDERS FOR CONDUCT OF MEETINGS OF THE BOARD OF
GOVERNORS
________________________________________________________
1.
Composition
The Composition of the Board of Governors shall be subject to the Education Reform Act
1988, the Further and Higher Education Act 1992 and the Articles of Government.
2.
Chair and Vice Chair
The Chair and Vice Chair shall be appointed in accordance with the Articles of Government.
3.
Quorum
The Quorum for meetings of the Board of Governors shall be as laid down in the Articles of
Government.
4.
Agenda
4.1
The Clerk shall prepare the Agenda for each meeting of the Board of Governors. He will
consult with the Chair as necessary.
4.2
The Clerk shall arrange for the Agenda for each meeting of the Board of Governors to be
despatched from the University to the recorded address of each member not less than
seven clear days before the date set for the meeting.
4.3
The Clerk shall arrange for a copy of the Agenda and supporting papers to be made
available in each library of the University for reference by any member of the University
save that the Chair shall have power to determine any item and/or supporting papers to be
deemed as confidential and not made so available.
4.4
Any member may place a motion on the Agenda for a meeting of the Board of Governors
by submitting this, together with the name of a member seconding the motion, in writing to
the Clerk not less than nine clear days before the date set for the meeting.
5.
Attendance by Non-members of the Board
The Board or the Chair of the Board may invite any person to attend for any or all of the
proceedings of a meeting of the Board and may invite such persons to speak at the
meeting. The action of the Chair shall be subject to the approval of the Board.
6.
Speeches
6.1
No member shall, without the leave of the Chair, speak for longer than five minutes at one
time.
6.2
No member shall, without the leave of the Chair, speak more than once on any one item of
business save that the member introducing that item may speak a second time in reply to
the discussion thereon.
Section 2:30
July 2012
7.
Motions, Amendments, Substantive Motions, Procedural Motions
7.1
Motions and amendments shall not be discussed unless they have been proposed and
seconded. A motion or amendment may be withdrawn by the mover with the consent of the
meeting. A motion may not be withdrawn while an amendment is under discussion.
7.2
Amendments may be moved by any members other than the mover or seconder of the
original motion at any time prior to the motion being put to the vote. An amendment must
be relevant to the motion and seek to modify the motion while preserving its main purport.
Amendments which have the effect of negating the motion shall be invalid.
7.3
Only one amendment may be discussed at a time. If an amendment is carried, the original
motion as amended shall become the substantive motion and may itself become the
subject of further amendments.
7.4
When a motion is being debated, no other motion may be moved excepting a motion:
(a)
(b)
(c)
(d)
(e)
to amend the motion;
to adjourn the debate;
to proceed to the next business;
the closure ("that the question be now put");
to adjourn the meeting.
Motions (c), (d) and (e) shall be put to the meeting without discussion.
7.5
At any time during a meeting a point of order may be raised. A point of order shall relate to
an alleged breach of the Rules of the Board or other irregularity in the proceedings and
shall take precedence over all other business. Points of order shall be dealt with
immediately by the Chair who shall give a ruling thereon which shall be final.
8.
Voting
8.1
The arrangements for voting on recommendations or motions before the Board shall be as
laid down in the Articles of Government.
8.2
Voting shall be by show of hands unless a motion for a vote by secret ballot is carried by a
majority vote of those present.
9.
Minutes
The Clerk shall arrange for Minutes of each meeting of the Board to be taken and to be
circulated in the same manner and under the same conditions as Agendas and supporting
papers.
10.
Chair's Action
The Chair of the Board may take action between meetings on matters of a routine character
or which are of special urgency and shall report any such action to the next meeting of the
Board.
11.
Suspension of Standing Orders
Any one or more Standing Orders, except Standing Order 12, may in any case of urgency
or upon motion be suspended at any meeting of the Board of Governors so far as regards
the business at such meeting, provided that three-fourths of the members of the Board of
Governors' agreement and voting shall so decide.
Section 2:31
August 2012
12.
Amendment of Standing Orders
The Board of Governors shall have power to rescind or amend Standing Orders subject to a
motion of which notice is properly given and carried by a majority of three-fourths of the
Members of the Board of Governors present and voting.
13.
Postal/Email Meetings of the Board
In the case of there being only one substantive item for the Board to consider the following
procedure should be used:
13.1
The Clerk will consult with the Chair or Deputy Chair on the matter. Where it is decided that
a postal/email meeting is the best method of achieving a resolution, the Clerk will circulate
to members, by recorded delivery, or via email, full supporting papers on the item requiring
a decision. The papers will include a clear resolution.
13.2
A reply slip, to be returned to the Clerk, or written decision via email to the Clerk, will enable
members either to agree or refuse to agree the resolution.
13.3
The Clerk will seek to contact any Governor from whom a reply has not been received by
the due date.
13.4
Should one or more members be unable to respond for any reason, this shall be recorded
as support for the substantive item.
13.5
Should one or more members disagree with the resolution, the resolution will be required to
be considered within the normal Rules and Regulations of the Board.
Amended May 1998
Section 2:32
July 2012
THE BOARD OF GOVERNORS
RULES FOR COMMITTEES OF THE BOARD OF GOVERNORS
________________________________________________________
Subject to the provisions of the Articles of Government, the Board of Governors may establish a
Committee for any purpose or function, other than those assigned in the Articles or under Statute
to the Vice Chancellor, or to Senate.
1.
Constitution of Committees
The Constitution of Committees of the Board of Governors shall be as determined by the
Board of Governors from time to time.
2.
Delegated Powers
The Board of Governors shall specify those matters on which the power of decision is
delegated to a Committee established by the Board.
3.
Chair
3.1
Each Committee shall appoint a Chair and a Deputy Chair, except where the Board
resolves that the Chair shall be appointed by the Board itself.
3.2
In the absence of both the Chair and a Deputy Chair a Committee shall elect a Chair for a
particular meeting from among those present.
4.
Attendance by Non Members
Members of the University and other persons may be invited at the discretion of the Chair of
a Committee to attend a meeting of that Committee for the purpose of making a contribution
to any matter under discussion.
5.
Agenda
5.1
The Agenda for each meeting of a Committee of the Board of Governors shall be drawn up
and circulated by the Clerk to members of the Committee under the same arrangements as
those laid down in the Standing Orders for the conduct of meetings of the Board.
5.2
Any member of the Board of Governors may on request receive the Agenda and supporting
papers for meetings of a Committee established by the Board.
6.
Quorum
The quorum for meetings of Committees shall be determined by the Board of Governors
from time to time.
7.
Voting
Questions at meetings of Committees shall be decided by the votes of the majority of
members present and voting thereon.
Section 2:33
August 2012
8.
Adjournment
A proposal to adjourn a meeting shall be decided by the votes of the majority of members
present and voting thereon.
9.
Minutes
Minutes of meetings of Committees of the Board shall go to the next meeting of the Board.
10.
Special Meeting
A special meeting of a Committee may at any time be summoned by the Chair or at the
request in writing of at least half of all those members of the Committee eligible to attend.
11.
Postal/Email Meetings of Committees of the Board
In the case of there being only one substantive item for a Committee of the Board to
consider the following procedure should be used:
11.1
The Clerk will consult with the Chair, or Deputy Chair on the matter. Where it is decided
that a postal/email meeting is the best method of achieving a resolution, the Clerk will
circulate to members, by recorded delivery, or via email, full supporting papers on the item
requiring a decision. The papers will include a clear resolution.
11.2
A reply slip, to be returned to the Clerk, or written decision via email to the Clerk, will enable
members either to agree or refuse to agree the resolution.
11.3
The Clerk will seek to contact any Governor from whom a reply has not been received by
the due date.
11.4
Should one or more members be unable to respond for any reason, this shall be recorded
as support for the substantive item.
11.5
Should one or more members disagree with the resolution, the resolution will be required to
be considered within the normal Rules and Regulations of the Board.
12.
Video Conference Meetings of Committees of the Board
Subject to the agreement of the Committee Chair any Board Member may participate in a
meeting of a Board Committee by means of video conferencing, conference telephone or
similar communications equipment (the equipment) whereby all persons participating in the
meeting can hear and speak to each other. Any Board Member participating in a meeting
in this manner shall be deemed to be present in person at such a meeting, have the right to
vote and be counted for quoracy purposes (subject to their attending for and hearing the
whole of the agenda item under consideration). Where such arrangements are employed:
12.1
the location of the meeting shall be recorded as that place at which the majority of Members
are present or in the absence of such majority that place where the Committee Clerk is
located.
12.2
a maximum of two Members in a location or locations other than that which is recorded as
the location of the meeting may attend by means of video conferencing, conference
telephone or similar communications equipment.
Section 2:34
July 2012
13.
Chair's Action
The Chair of a Committee may take action between meetings on matters of a routine nature
or which are of special urgency. The Chair shall report the action taken to the next
meeting of the Committee.
14.
Determination of Rules
14.1
The Rules and Regulations for Committees of the Board of Governors shall be subject to
the provisions of the Articles of Government.
14.2
The Standing Rules and Regulations for Committees of the Board of Governors shall be
subject to the provisions of the Articles of Government.
14.3
The Rules and Regulations for Committees of the Board of Governors shall be as
determined by the Board of Governors from time to time.
Amended December 1998
Section 2:35
August 2012
THE BOARD OF GOVERNORS
SUB-COMMITTEE CONSTITUTIONS
AUDIT AND COMPLIANCE COMMITTEE
________________________________________________________
Key Function
To provide assurances to the Board regarding the operations of the whole system of internal control,
including governance and systems in place to ensure that key risks are identified, monitored and addressed.
Constitution
Six members of the Board of Governors (who shall be Independent or Co-opted but shall not be the Chair of
the Board of Governors, nor a staff or student member nor any member of the Finance & General Purposes
Committee).
The Committee shall have the power to co-opt up to two persons (not being Governors, Staff or Students of
the University) with particular expertise as necessary.
At least one member shall have recent and relevant experience in finance, accounting or auditing. The
committee may, if it considers it necessary or desirable, co-opt members with particular expertise.
Terms of Reference
1.
To advise the governing body on the appointment of the external auditors, the audit fee, the provision
of any non-audit services by the external auditors and any questions of resignation or dismissal of the
external auditors.
2.
To discuss if necessary with the external auditors, before the audit begins, the nature and scope of the
audit.
3.
To discuss with the external auditors problems and reservations arising from the interim and final
audits, including a review of the management letter incorporating management responses, and any
other matters the external auditors may wish to discuss (in the absence of management where
necessary).
4.
To consider and advise the governing body on the appointment and terms of engagement of the
internal audit service, the audit fee, the provision of any non-audit services by the internal auditors and
any questions of resignation or dismissal of the internal auditors.
5.
To review the internal auditors’ audit risk assessment and strategy; to consider major findings of
internal audit investigations and management's response; and to promote co-ordination between the
internal and external auditors. The committee will ensure that the resources made available for internal
audit are sufficient to meet the institution’s needs (or make a recommendation to the governing body
as appropriate).
6.
To keep under review the effectiveness of the risk management, control and governance
arrangements, the risk register, and in particular to review the external auditors’ management letter,
the internal auditors' annual report, and management responses.
7.
To monitor the implementation of agreed audit-based recommendations, from whatever source and to
ensure that all significant irregularities have been properly investigated and that the internal and
external auditors, and where appropriate the HEFCE accounting officer, have been informed.
8.
To oversee the institution’s policy on anti fraud, whistle blowing and irregularity, including being notified
of any action taken under that policy.
9.
To satisfy itself that satisfactory arrangements are in place to promote economy, efficiency,
effectiveness and accountability.
Section 2:36
July 2012
10.
To receive any relevant reports from the National Audit Office, HEFCE and other organisations.
11.
To monitor annually the performance and effectiveness of external and internal auditors, including any
matters affecting their objectivity, and to make recommendations to the governing body concerning
their reappointment, where appropriate.
12.
To consider elements of the annual financial statements in the presence of the external auditors,
including the auditors’ formal opinion, the statement of members’ responsibilities and the statement of
internal control, in accordance with HEFCE’s Accounts Directions.
13.
In the event of the merger or dissolution of the institution, to ensure that the necessary actions are
completed, including arranging for a final set of financial statements to be completed and signed.
14.
To initiate special projects or investigations on any matter within its terms of reference. In the conduct
of such projects or investigations the Committee shall be authorised to seek any information it requires
from any employee and all employees shall be directed to co-operate with any request made by the
Committee.
15.
To monitor and advise the Board on the University’s financial and non financial compliance with
Statute, Regulations and Directives.
16.
To obtain as it sees fit legal or other independent advice and to secure the attendance of nonmembers with relevant experience and expertise, normally in consultation with the Designated Officer
and/or the Chair of the Board. (The Committee shall not, however, incur direct expenditure in this
respect in excess of £5000 pa without the prior approval of the Board of Governors).
Quorum
The quorum shall be three members of the Board.
Rules for the Committee
The Committee shall be subject to the Rules for the Committees of the Board of Governors.
Chair
The Chair shall be appointed by the Board of Governors.
In the absence of the Chair a Chair shall be elected from the members of
the Committee.
Clerk
The Clerk to the Committee shall be the Clerk to the Board of Governors.
Amended August 2009
Amended May 2011
Section 2:37
August 2012
THE BOARD OF GOVERNORS
SUB-COMMITTEE CONSTITUTIONS
CAPITAL PROJECTS STEERING GROUP
________________________________________________________
Constitution
Six members of the Board of Governors.
Terms of Reference
Subject to any direction which may be given by the Board of Governors, and subject to the
requirements of the Instrument and Articles, the Capital Projects Steering Group shall have the
following powers
1.
To ensure that the University develops and maintains an appropriate Estate Strategy and
Estate Management Action Plan consistent with the requirements of the Funding Council
2.
To approve minor changes to the Estate Strategy on behalf of the Board of Governors
3.
To make recommendations to the Board of Governors regarding major revisions to the Estate
Strategy.
4.
To monitor and review the implementation of the Estate Strategy approved by the Board of
Governors and report progress to the Board of Governors.
5.
On behalf of the Board of Governors to consider and recommend approval of proposals to
acquire, sell, convey, exchange, lease, build, alter, enlarge, replace or renew any heritable
property, making recommendations to the Finance and General Purposes Committee of the
Board of Governors regarding such matters where appropriate.
6.
On behalf of the Finance and General Purposes Committee to monitor and authorise, up to a
limit of £2m within the overall capital budget, the expenditure of capital funds related to the
maintenance and development of the estate.
Quorum
The quorum shall be three members of the Board.
Rules for the Committee
The Committee shall be subject to Rules for the Committees of the Board of Governors.
Chair
The Chair shall be appointed by the Board of Governors.
Approved September 2007
Amended November 2009
Section 2:38
July 2012
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Section 2:39
August 2012
THE BOARD OF GOVERNORS
SUB-COMMITTEE CONSTITUTIONS
EMPLOYMENT COMMITTEE
________________________________________________________
Constitution
Six members of the Board of Governors (excluding staff and/or student Governors)
Terms of Reference
1.
To be responsible to the Board of Governors for the exercise of functions delegated to the
committee under Article 5 of the University’s Articles of Government, and for the provision of
advice to the Board of Governors on policy and procedures in matters affecting:
(a)
(b)
(c)
(d)
the recruitment, retention, promotion and welfare of staff;
recognition, consultation, and negotiation with appropriate Trade Unions;
scales of remuneration and conditions of service of staff other than those designated as
holders of ‘senior posts’ for the purposes of the Articles of Government;
disciplinary and grievance matters.
2.
to consider reports on legislation affecting employer/employee relations.
3.
to consider reports on employment matters within the Higher Education Sector and their
implications for the University.
4.
to monitor the effectiveness of policies on diversity and equal opportunities.
5.
to consider and act upon any matter referred to it by the Board of Governors for action.
Quorum
The quorum shall be three members of the Board.
Rules for Committee
The Committee shall be subject to Rules for the Committees of the Board of Governors.
Chair
The Chair shall be appointed by the Board of Governors from time to time.
Approved November 2007
Section 2:40
July 2012
This page is intentionally blank.
Section 2:41
August 2012
THE BOARD OF GOVERNORS
SUB-COMMITTEE CONSTITUTIONS
FINANCE AND GENERAL PURPOSES COMMITEE
________________________________________________________________________
Constitution
The Chair of the Board of Governors
Deputy Chair of the Board of Governors
The Vice Chancellor
Three members of the Board (excluding staff and/or student Governors)
Terms of Reference
Subject to any direction which may be given by the Board of Governors, and subject to the
requirements of the Instrument and Articles, the Finance and General Purposes Committee shall
have the following powers:
1.
Annual Budget
To consider and recommend to the Board of Governors the annual Budget for the following
year, on the advice of the Vice-Chancellor.
To consider statements of actual income and expenditure throughout the year and to report
thereon to the Board of Governors.
2.
Annual Accounts
To recommend to the Board of Governors adoption of the annual accounts for the
preceding year.
3.
Financial Forecasts
To receive the University’s Financial Forecasts as submitted annually to the HEFCE and to
advise the Board of Governors as to the implications for financial strategy and planning.
To consider reports on major developments with potential financial implications for the
University, and to report thereon to the Board of Governors.
4.
Tuition and Other Fees
In accordance with Article 13.1, and on the recommendation of the Fees Working Group, to
consider and to recommend to the Board of Governors the tuition and other fees payable to
the University.
5.
Capital Projects
To consider reports from the Director of Finance on the financial position of current and
projected capital projects, and to report thereon to the Board of Governors.
To consider the financial implications of the proposed acquisition or disposal of sites or
buildings on advice from the Property Management Executive, and to make
recommendations thereon to the Board of Governors.
Section 2:42
July 2012
6.
Trading and Other Activities
To receive statements as required of the latest projected outturn for the current financial
year and to approve the budget for the following year for the student residences, catering
services, and other trading activities.
To consider from the Students’ Union the budget for the forthcoming year and to receive
the annual accounts (Note: Students' Union accounts are not part of the University
accounts).
To oversee the operation of subsidiary companies and, where appropriate, to approve and
receive financial statements.
7.
General Financial Management
To consider and to take action on behalf of the Board of Governors on the following
matters:
-
the University’s long and short-term investments.
-
policy relating to the University’s insurances.
-
Arrangements for short-term and long-term borrowings for capital projects or
other purposes.
-
Maintenance of the University’s Financial Regulations.
-
Policy relating to the University’s banking arrangements, including the bank
mandate and overdraft facilities.
-
To receive and consider reports from the Higher Education Funding Council for
England as they affect the University’s financial affairs, and to monitor
adherence to any regulatory requirements.
-
Or such other matters as are delegated by the Board from time to time.
Quorum
The quorum shall be three members of the Board.
Rules for the Committee
The Committee shall be subject to Rules for the Committees of the Board of Governors.
Chair
The Chair shall be the Chair of the Board of Governors.
Approved September 2007
Amended August 2009
Amended September 2011
Section 2:43
August 2012
THE BOARD OF GOVERNORS
SUB-COMMITTEE CONSTITUTIONS
STUDENT MATTERS COMMITTEE
________________________________________________________________________
Constitution
Vice Chancellor or nominee
Six members of the Board of Governors
Seven Students (including a Student Governor)
Deputy Vice Chancellor (Systems Innovation)
Terms of Reference
1.
To consider reports from the Students Union, Student Services and others as the
Committee considers necessary.
2.
To consider matters referred to the Committee by the Vice Chancellor, in relation to the
student experience.
3.
To report and make recommendations as appropriate to the Board of Governors.
4.
To refer matters arising from the work of the Committee to other relevant committees of the
University as appropriate.
5.
To consider and act upon any matter referred to it by the Board of Governors for action.
Quorum
The quorum shall be as determined by the Committee from time to time.
Rules for the Committee
The Committee shall be subject to the Rules for the Committees of the Board of Governors.
Chair
The Chair of the Committee shall be elected from among the members of the Committee.
Approved March 1994
Amended December 1998
Amended May 2004
Amended January 2005
Amended October 2005
Amended January 2008
Section 2:44
July 2012
This page is intentionally blank.
Section 2:45
August 2012
THE BOARD OF GOVERNORS
SUB-COMMITTEE CONSTITUTIONS
NOMINATIONS COMMITTEE
________________________________________________________
Constitution
The Chair
The Deputy Chair
Four Members of the Board of Governors (including a former Chair (co-opted), staff and student
members and the Vice Chancellor)
Terms of Reference
1.
To receive, consider and recommend to the Board nominations for Board membership.
2.
To advise on the composition of the Board.
3.
To be responsible for the identification of individuals suitable for Board membership,
including advertising where necessary.
4.
To consider and recommend to the Board any renewals of membership of the Board.
Quorum
The quorum shall be three members of the Board.
Rules for the Committee
The Committee shall be subject to the Rules for committees of the Board of Governors.
Chair
The Chair shall be the Chair of the Board of Governors.
Clerk
The Clerk to the Committee shall be the Clerk to the Board of Governors.
Approved July 1999
Amended April 2002
Amended October 2005
Amended January 2008
Amended December 2011
Section 2:46
July 2012
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Section 2:47
August 2012
THE BOARD OF GOVERNORS
SUB-COMMITTEE CONSTITUTIONS
REMUNERATION COMMITTEE
________________________________________________________
Constitution
The Chair
The Deputy Chair
Two Members of the Board of Governors who shall be Independent Members
Terms of Reference
1.
To determine the salary and conditions of service of members of the Vice Chancellor’s
Group.
2.
To determine the framework within which the salaries and conditions of service of senior
staff of the University are determined.
Quorum
The quorum shall be three members of the Board.
Rules for the Committee
The Committee shall be subject to the Rules for committees of the Board of Governors.
Chair
The Chair shall be the Chair of the Board of Governors.
Clerk
The Clerk to the Committee shall be the Clerk to the Board of Governors.
Approved July 1999
Amended April 2002
Amended October 2005
Amended August 2009
Section 2:48
July 2012
This page is intentionally blank.
Section 2:49
August 2012
THE BOARD OF GOVERNORS
SUB-COMMITTEE MEMBERSHIP
________________________________________________________
AUDIT AND COMPLIANCE COMMITTEE
MEMBERSHIP
Dr N Brown
Judge R Seymour Q.C.
Mr R Swain
Mr J Swan
(Chair)
CAPITAL PROJECTS STEERING GROUP
MEMBERSHIP
Dr P Geoghegan
Mr M Lloyd
Mr I McManus
Dr C Nicholls
Sir D Rowlands
(Chair)
EMPLOYMENT COMMITTEE
MEMBERSHIP
Ms M Hyde
Ms S Jamieson
Sir D Rowlands
Mrs J Spence
Prof M Thorne
(Chair)
FINANCE AND GENERAL PURPOSES COMMITTEE
MEMBERSHIP
Dr J Booth
Mr I McManus
Dr C Nicholls
Mr J Spence
Prof M Thorne
Lord Tomlinson
Section 2:50
July 2012
(Chair)
NOMINATIONS COMMITTEE
MEMBERSHIP
Dr C Nicholls
Miss F Rust
Prof M Thorne
Lord Tomlinson
(Chair)
REMUNERATION COMMITTEE
MEMBERSHIP
Ms M Hyde
Dr C Nicholls
Sir D Rowlands
Lord J Tomlinson
(Chair)
STUDENT MATTERS COMMITTEE
MEMBERSHIP
Ms N Kershaw
Prof H Valentine
Mr M East
Ms M Hyde
Ms R Jackson
Ms S Jamieson
Mr R Swain
Seven Students
(Vice Chancellor’s Nominee)
(Deputy VC Systems Innovation)
(Chair)
(including Student Governor)
2 student vacancies
Amended August 2009
Amended December 2009
Amended July 2010
Amended December 2010
Amended July 2011
Amended December 2011
Amended July 2012
Section 2:51
August 2012
THE BOARD OF GOVERNORS
STUDENT DISCIPLINARY COMMITTEE CONSTITUTION
________________________________________________________
Constitution
Director of Student Affairs
Two members of the staff of the University (not being Governors from a panel nominated by
Senate)
Two students of the University (not being Governors nominated by the Student Union).
1.
There shall be a Secretary to the Student Disciplinary Committee. The Committee
Secretary shall be the Head of the Academic Secretariat or his/her nominee.
2.
The following shall have the right to be present at sittings of the Committee during the
taking of evidence but not during the Committee's deliberations regarding its decision
and/or any penalty:
the President of the Student Union or his/her nominee unless the
student subject to the disciplinary proceedings objects.
Quorum
The quorum shall be four members of the Committee.
If a meeting of the Committee is not quorate and notice has been properly given then the
Committee Secretary shall convene a further meeting normally within 20 days. At any such further
meeting the quorum shall be those members of the Committee (who shall not necessarily be those
comprising the Committee at its earlier inquorate meeting) attending subject to the attendance of at
least one member nominated by the Students’ Union and one nominated by Senate.
Chair
The Chair of the Committee shall be the Director of Student Affairs or in his/her absence the Chair
of the Committee shall be elected from among the members of the Committee.
Approved June 1998
Amended July 1999
Amended January 2005
Section 2:52
July 2012
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Section 2:53
August 2012
THE BOARD OF GOVERNORS
STUDENT APPEALS COMMITTEE CONSTITUTION
________________________________________________________
Appeals Committee
The Appeals Committee will be made up of the following.
A member of the Board of Governors.
Two other members who are either members of the Board of Governors or individuals co-opted to
the committee by the Chair of the Board of Governors on behalf of the board. If possible, the
committee will include a majority of members of the Board of Governors.
Staff Governors, student Governors and the Vice Chancellor cannot serve as members of this
committee.
The aims of the committee are to:
1
consider, hear and decide on appeals in line with procedures approved by the Board of
Governors;
2
confirm, cancel or amend decisions which are referred to the committee in line with appeals
procedures approved by the Board of Governors;
3
consider, hear and decide on appeals to do with maladministration when applying university
rules, regulations or procedures; and
4
use all powers shown above, for complaints or appeals made to the committee by students
of regional university member institutions in line with the rules of those institutions.
The committee will not deal with appeals which dispute the academic or professional
judgement of a member of our staff or an external examiner.
Quorum
The quorum will be three members of the committee.
Rules for the committee
The committee will be governed by the rules for the committees of the Board of Governors.
Chair
The Chair will be elected from among the members of the committee.
Approved March 1994
Amended June 1998
Amended October 2004
Amended July 2007
Amended January 2008
Amended April 2009
Amended August 2009
Section 2:54
July 2012
THE BOARD OF GOVERNORS
APPEALS COMMITTEE PROCEDURE FOR APPEALS BY STUDENTS
________________________________________________________
Appeals Committee
Procedure for appeals by students
Procedure
1
If you want to appeal against a decision of the Student Disciplinary Committee or for reasons
of maladministration (other than in cases where you have failed to make a payment where
the appeal will be to the Vice Chancellor), you must make your appeal in writing within 10
working days of the decision, and send it to the Secretary and Clerk to the Board of
Governors.
Your request should clearly give the reasons for the appeal.
2
When they receive your request, the Secretary and Clerk to the Board of Governors will:
a
call a meeting of the committee as soon as possible;
b
make available to the members of the committee copies of all papers to do with the case;
c
ask you if you object to the President of the Students’ Union (or their representative, who
must be another elected full time officer of the Students’ Union) being at the committee
hearing;
d
at least five working days before the meeting give notice to the President of the Students’
Union of the date, time and place of the meeting;
e
invite you and our representative, at least seven working days before the hearing, to give a
statement of your and our case and reveal any relevant documents you want to rely on at the
hearing (if you or we miss the deadline or do not limit the size of documents you provide, it
may lead to an adjournment or other delays); and
f
at least 15 working days before the meeting, give you notice in writing and by hand or if this
is not possible by recorded or special delivery to your last known address. The notice will
give details of:

the date, time and place of the committee hearing;

the names of the witnesses to be called by our representative;

your right to be accompanied by a friend or by a member of the Students’ Union (but
they may not also be a witness);

your right to decide whether or not to attend the hearing;

your responsibility to give witnesses, that you plan to call, details of the hearing, and
to make sure they attend;
Section 2:55
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3

your responsibility to let the committee secretary know, as soon as possible and in
any case not less than two working days before the hearing, the names of the
witnesses you plan to call; and

your responsibility if you want to be accompanied by a friend, to give the name of
the friend or the representative of the Students’ Union to the committee secretary.
The sides may agree to change the time limits to suit the circumstances of the case.
The hearing
4
If the Chair of the Appeals Committee is not available, the committee will choose a Chair
from among its members.
5
The committee secretary will keep a record of the proceedings and may appoint a record
clerk for this purpose.
6
The committee will consider any written evidence.
7
Your and our witnesses will receive equal treatment throughout the proceedings.
8
The committee will hear representations and evidence in the following order.
 From you or your friend or representative of the Students’ Union
 From your witnesses
 From our representative
 From our witnesses
You or your friend or representative of the Students’ Union can give a final statement.
We will give a final statement.
Members of the committee will have the right to put questions to any person at the hearing.
You and our representative will have the right to be present when taking evidence. You and
our representative will have the right to put questions to the other and to witnesses.
However, you and our representative cannot ask questions relating to final statements.
The President of the Students’ Union or their representative will have the right to be present,
as an observer, when evidence is taken but not during the committee’s decision.
If our representative is the Secretary and Clerk, they cannot also act as committee secretary.
In these circumstances, the Deputy Secretary and Clerk will act as committee secretary.
The committee may call for other documents, explanations or evidence they decide they
need. The committee may seek any other advice in the hearing and in any subsequent
consideration from Anglia Ruskin University’s solicitors and/or any such other source as the
committee may determine.
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9
If you or our representative do not appear at the hearing, the committee may go ahead, as
long as they are satisfied that the committee secretary has given you notice properly.
10
In considering its decision, the committee will sit in private. The committee secretary will be
present.
11
The committee secretary will tell you in writing the committee’s decision at the end of the
hearing. Normally within five working days of the end of the hearing, the committee
secretary will tell you in writing their decision and send you a letter of ‘completion of
procedures’.
12
Following this notice, normally within 10 working days, the committee secretary will send you
a formal set of minutes taken at the hearing.
Powers
13
The committee will, by majority, have the power to:
a
confirm the decision of the Vice Chancellor;
b
withdraw the decision of the Vice Chancellor; or
c
change the decision of the Vice Chancellor.
d
If you are a student at a regional university member institution, the committee will have the
power to:
d1
confirm the decision of the principal or the governing body of the relevant institution;
or
d2
refer back the decision to the relevant institution for the principal or governing body
to reconsider.
Decision
14
The decision of the appeals committee of the Board of Governors will be final. However, you
may have a right of complaint to the Office of the Independent Adjudicator and your rights as
an individual in law.
Approved April 1996
Amended June 1998
Amended October 2004
Amended January 2005
Amended April 2005
Amended July 2007
Amended January 2008
Amended April 2009
Amended August 2009
Section 2:57
August 2012
THE BOARD OF GOVERNORS
STAFF APPEALS COMMITTEE CONSTITUTION
________________________________________________________
Composition
A member of the Board of Governors.
Two others being either members of the Board of Governors or individuals co-opted to the
Committee by the Chair of the Board of Governors on behalf of the Board. Where possible the
Committee shall include a majority of Members of the Board of Governors.
Staff Governors, Student Governors and/or the Vice Chancellor shall not serve as members of this
Committee.
Terms of Reference
1. To consider, hear, adjudicate on and determine appeals referred to the Committee in
accordance with rules and procedures approved from time to time by the Board of Governors.
2. To hear, adjudicate on and determine appeals which are referred to the Committee in
accordance with the dismissal and disciplinary appeals rules and procedures approved from
time to time by the Board of Governors.
3. To consider, hear, adjudicate on and determine appeals on the grounds of maladministration in
relation to the application or administration of the University rules, regulations or procedures
where provided for within these rules, regulations or procedures.
Quorum
The quorum shall be three members of the Committee.
Rules for the Committee
The Committee shall be subject to the Rules for the Committees of the Board of Governors.
Chair
The Chair shall be appointed by the Board. In circumstances where the Chair is unable to act as
such, for whatever reason, the Committee shall appoint a Chair in his/her place.
Approved November 2006
Amended January 2008
Section 2:58
July 2012
THE BOARD OF GOVERNORS
APPEALS COMMITTEE PROCEDURE FOR APPEALS BY STAFF
________________________________________________________
Preliminary procedure
1. A request from a member of the University’s staff (‘the Appellant’) for an appeal to be heard
against dismissal or against suspension lasting three weeks or more shall be made to the Clerk
to the Board of Governors. The request should be in writing and made promptly without
unreasonable delay, normally within 10 working days of the date of written notification of the
decision to dismiss, or in the case of an appeal against suspension, at any time after the
suspension has lasted for three weeks or more.
The request should state clearly the grounds of appeal. At the appeal hearing, the Appellant
will not be entitled, except with leave of the Appeals Committee to rely on any grounds of
appeal not specified in the request.
2. The Clerk to the Board of Governors, on receiving such a request for an appeal to be heard,
shall:
2.1. call a meeting of the Committee to hear the appeal without unreasonable delay. The timing
and location of the appeal hearing must be reasonable for both the University and the
Appellant;
2.2. give written notice (two copies) of the appeal hearing date to the Appellant by way of
personal delivery or, if this is not possible, recorded postal delivery to his/her last known
home address to include the following:
2.2.1. the date, time and place of the Appeals Committee;
2.2.2. the right to be accompanied by a work colleague, friend, relative or trade union
representative provided that person is not a Governor;
2.2.3. the right to submit a statement of case setting out their position and including any
relevant documentation and to call witnesses;
2.2.4. that the Appellant must take all reasonable steps to attend the appeal hearing.
2.3. provide to the members of the Committee, the Appellant and the University a copy of all
documentation to be considered at the hearing, including but not limited to, any statement
of case received. All such documents shall normally be provided in advance of the appeal
hearing.
2.4. invite the Appellant and the University to submit, at least seven working days in advance of
the date of the hearing, a statement of case setting out their position and disclose any
relevant documentation that they wish to rely upon at the hearing. Both the Appellant and
the University shall be advised that failure to comply with any deadline or to limit the size of
their submitted documentation may lead to adjournment or other delays.
The Hearing
3. In the absence of the Chair of the Appeals Committee, the Committee shall elect a Chair from
amongst its members.
4. The Clerk shall keep a record of the proceedings and may appoint a record clerk for this
purpose.
5. The Committee shall consider any written evidence. In the case of dismissal for misconduct or
unsatisfactory performance this shall include a record of the relevant disciplinary hearing and
all other related documentation.
Section 2:59
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6. The nature and format of each appeal hearing will be dependant upon the grounds of appeal
and are subject to the absolute discretion of the Appeals Committee, subject to the appeal
hearing being conducted in a manner that enables both the Appellant and University to explain
their cases. Representations and evidence shall normally be considered in the following order:
6.1. the Appellant;
6.2. witnesses for the Appellant;
6.3. a management representative of the University (who shall normally be the Chair of the
disciplinary hearing or the manager who took the decision to dismiss or suspend);
6.4. witnesses for the University;
6.5. final statement by the Appellant;
6.6. final statement by the University;
6.7. members of the Committee shall have the right to put questions to any person attending
the hearing. The Committee may, in its absolute discretion, call for such other
documentation, explanations or evidence as it sees fit and may take any human resources,
legal or other advice as it chooses both during the hearing and in any subsequent
consideration of its decision from the University’s Human Resources Services, the
University’s solicitor and/or any such other source as the Committee may determine;
6.8. the Appellant and the representative of the University shall have the right to be present
during the taking of evidence or submissions. Each shall have the right to put questions to
the other and to the witnesses save that neither shall have the right to put questions
relating to final statements. The companion has no right to answer questions on the
Appellant’s behalf. The companion cannot address the hearing if the Appellant does not
wish it.
6.9. If it is not reasonably practicable for the Appellant to attend the appeal hearing and the
reason for the non-attendance was not foreseeable when the hearing was arranged (for
example, if the Appellant is ill or if the Appellant’s car broke down on the way to the
hearing) a new date for the appeal hearing must be arranged. However, if the Appellant
fails to attend this rearranged hearing for any reason, the hearing may proceed in the
absence of the Appellant.
7. In considering its decision the Committee shall sit in private. The Clerk and the Director of
Human Resources (or delegate) shall be present to provide advice and guidance but they shall
not participate in the Committee’s decision.
8. A letter stating the decision of the Committee shall be sent to the Appellant by the Clerk on
behalf of the Committee normally within 5 working days of the Committee reaching its decision.
9. The Committee may at any stage in its proceedings agree to adjourn the hearing and/or its
deliberations for a period of not more than 20 working days.
Powers
10. The Committee shall by majority vote have the power to allow or dismiss the appeal and,
without prejudice to the foregoing, may:
10.1. In the case of an appeal against suspension:10.1.1
confirm the continuation of the suspension; or
10.1.2
lift the suspension
Section 2:60
July 2012
10.2. In the case of an appeal against dismissal:10.2.1
confirm the decision to dismiss; or
10.2.2
rescind the decision to dismiss; or
10.2.3
substitute any lesser alternative disciplinary sanction that might have been imposed
on the Appellant under the Staff Disciplinary and Dismissal Policy and Procedure.
Decision
11. The decision of the Appeals Committee of the Board of Governors shall be final, subject to the
rights of an individual at law.
12. If an employee who has been dismissed is reinstated on appeal, the reinstatement shall take
effect from the date of the original dismissal and no loss of earnings shall be incurred.
13. A suspension against which an appeal is made shall continue to operate pending either the
determination of the appeal or conclusion of the disciplinary proceedings.
Approved November 2006
Amended January 2008
Section 2:61
August 2012
THE BOARD OF GOVERNORS
SPECIAL COMMITTEE OF THE BOARD - CONSTITUTION
________________________________________________________
Constitution
5 members of the Board of Governors (who shall not include the Chair, Deputy Chair, Vice
Chancellor, Staff and Student Members)
Terms of Reference
To examine the facts, and/or otherwise investigate the grounds for dismissal and make a report to
the Board of Governors, in any case where the Chair, or in his absence the Deputy Chair, or a
majority of the members of the Board consider that it may be appropriate for the Board to dismiss a
Senior Post Holder.
Quorum
The quorum shall be five members of the Committee.
Rules for the Committee
The Committee shall be subject to the Rules for the Committees of the Board of Governors.
Chair
The Chair of the Committee shall be elected from among the members of the Committee.
Amended December 1998
Section 2:62
July 2012
THE BOARD OF GOVERNORS
SPECIAL COMMITTEE OF THE BOARD
PROCEDURE FOR CONDUCT OF MEETINGS
________________________________________________________
Preliminary Procedure
1.
A request for the Special Committee of the Board to convene shall be made by the Chair, or
in his absence the Deputy Chair, or a majority of the members of the Board.
2.
The Clerk on receiving notification of the request shall:
2.1
Call a meeting of the Committee within not less than 10 nor more than 20 working days
from the day on which he has received the request.
2.2
Give written notice to the Senior Post Holder concerned of the sitting of the Committee by
way of personal delivery or if this is not possible, recorded postal delivery to his home
address as follows:
3.
(a)
the date, time and place of the sitting of the Committee.
(b)
that he has the right to make representations to the Committee, including oral
representations.
(c)
that any written submission should be sent to the Clerk within seven working days
from the known date of receipt of the written notice of the sitting of the Committee.
(d)
that he may be accompanied and represented by a friend.
The parties may, on occasion and by mutual agreement, alter the time limits to suit an
individual's circumstances. The time limits exclude Saturdays, Sundays and Public
Holidays.
The Sitting
4.
The Committee shall elect a Chair from amongst its members.
5.
The Clerk shall keep a record of the proceedings.
6.
The Committee shall consider any written representations.
7.
The Committee shall consider any oral representations.
8.
The Committee may question the Senior Post Holder on the information received.
Section 2:63
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Powers
9.
The Committee shall prepare a report to be presented to the Board of Governors, which
shall set out the facts relating to the case and any considerations which the Committee
considers should be taken into account in the Board's consideration of the matter.
10.
The report should not contain recommendations as to the decision to be taken by the
Board.
11.
A copy of the report shall be made available to the person to whom it relates.
Amended May 1998
Section 2:64
July 2012
THE BOARD OF GOVERNORS
ANNEX A – REPORT FROM SPECIAL COMMITTEE
________________________________________________________
PROCEDURE FOR CONSIDERATION OF A REPORT FROM THE SPECIAL COMMITTEE OF
THE BOARD
Dismissal of Senior Post Holder
Procedure
1.
A meeting of the Board of Governors to consider the Report of the Special Committee shall
be called by the Clerk or Deputy Clerk, as appropriate, within 4 weeks of the meeting of the
Special Committee. No other matter shall be considered by the Board at this meeting.
2.
The Board of Governors shall consider the Report.
3.
The Senior Post Holder shall have the right to make representations to the Board including
oral representations.
4.
The Senior Post Holder may be accompanied or represented by a friend.
Powers
5.
The Board of Governors may take such action, which may include dismissal of the Senior
Post Holder, as it considers appropriate.
Notification of Result
6.
The Senior Post Holder shall be informed verbally of the result following the meeting. The
result will be confirmed in writing to the Senior Post Holder by the Clerk or Deputy Clerk
within 3 days of the meeting.
Appeal
7.
The decision of the Board of Governors shall be final, subject to the rights of an individual
at law.
Approved March 1994
Section 2:65
August 2012
THE BOARD OF GOVERNORS
PROCEDURE FOR SUSPENSION OF SENIOR POST HOLDERS
________________________________________________________
Preliminary Procedure
1.
The Chair or, in his absence, the Deputy Chair may suspend from duty, with pay, the holder
of a senior post for misconduct or other good and urgent cause.
2.
Following suspension of a Senior Post Holder, the Chair or Deputy Chair shall:
2.1
Give written notice of the suspension to the Board of Governors within 2 working days or as
soon thereafter as practicable.
2.2
Give written notification of the suspension to the Senior Post Holder. Such notification
should include the following information:
(a)
the grounds on which the decision to suspend has been taken.
(b)
that the Senior Post Holder may appeal in writing to the Board of Governors against
suspension where the suspension has been for three weeks or more. This right is
dependent on the Senior Post Holder not being the subject of a reference to a Special
Committee.
(c)
that if an appeal is made it shall be considered as soon as practicable.
(d)
that a suspension which is the subject of an appeal shall continue to operate pending
the determination of the appeal.
Approved March 1994
Section 2:66
July 2012
THE BOARD OF GOVERNORS
PROCEDURE FOR SUSPENSION OF STAFF
________________________________________________________
Preliminary Procedure
1.
The Vice Chancellor may suspend from duty, with pay, any member of the staff of the
University, other than the holder of a senior post, for misconduct or other good and urgent
cause.
2.
Following the suspension of a member of staff the Vice Chancellor shall:
2.1
Given written notice of the suspension to the member of staff concerned. Such notification
should include the following information:
(a)
the grounds on which the decision to suspend has been taken;
(b)
that the member of staff may appeal in writing through the Clerk to the Board of
Governors against suspension where the suspension has been for three weeks or
more. This right is dependent on the member of staff not being the subject of
consideration for dismissal;
(c)
that if an appeal is made it shall be considered as soon as practicable;
(d)
that a suspension which is the subject of an appeal shall continue to operate pending
the determination of the appeal.
Note: At its meeting, held on 14 November 1991, the Board of Governors agreed that,
pending consultation with the Trade Unions, this procedure should be adopted.
Approved November 1991
Section 2:67
August 2012
THE BOARD OF GOVERNORS
MATTERS RESERVED FOR THE APPROVAL OF THE BOARD
________________________________________________________
Statutory Requirements
The determination of the education character and mission of the University.
The approval of the annual estimates of income and expenditure.
Ensuring the solvency of the University and the Corporation and the safeguarding of their assets.
The appointment or dismissal of the Principal.
The appointment or dismissal of the Clerk.
The dismissal of Senior Post Holders.
The varying or revoking of the Articles.
The determination of rules and bye-laws concerning matters with regard to the government and
conduct of the University.
Board Membership and Committees
The determination of Board membership categories and numbers.
The appointment and removal of Board Members.
The determination of terms of reference of Chair and Deputy Chair.
The establishment, terms of reference and membership of Board committees.
Financial Regulations
The approval or amendment of the Financial Regulations.
The approval of contracts, the estimated value of which, are in excess of £500,000.
The approval of capital projects in excess of £1,000,000.
The approval of investments in excess of £250,000.
The approval of the University's risk management strategy.
The approval of the sale of land or buildings owned by the University.
The approval of the charges on land or buildings owned by the University.
The approval of the accounts of the Students’ Union.
Section 2:68
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Chancellor
The appointment of the Chancellor.
Miscellaneous
The approval of proposals for the establishment of Senate committees.
The approval of proposed prosecutions, defence or settlement of litigation involving expenditure or
potential expenditure in excess of £500,000 or being otherwise material to the interests of the
University.
The purchase of directors' and officers' liability insurance.
The approval of use of the Corporation's Coat of Arms.
Amended May 1998
Amended January 2005
Section 2:69
August 2012
THE BOARD OF GOVERNORS
ROLE OF CLERK TO THE BOARD OF GOVERNORS
________________________________________________________
The secretary has a key role to play in the operation and conduct of the governing body, and
in ensuring that appropriate procedures are followed:
1.
The secretary or clerk to the governing body should be appointed to that post by
the governing body.
2.
It is normally the case that the secretary will combine this function with a senior
administrative or managerial role within the institution. The institution and the
secretary must exercise great care in maintaining a separation of the two functions.
Irrespective of any other duties that the secretary may have within the institution,
when dealing with governing body business the secretary will act on the instructions
of the governing body itself.
3.
In his/her role as secretary, the secretary should be solely responsible to the
governing body and should therefore have a direct reporting link to the Chair of the
governing body for the conduct of governing body business (ie agendas, papers,
minutes, etc).
4.
The Chair and the members of the governing body should look to the secretary for
guidance about their responsibilities under the charter, statutes, articles, ordinances
and regulations to which they are subject, including legislation and the
requirements of the Funding Council, and on how these responsibilities should be
discharged. It is the responsibility of the secretary to alert the governing body if
he/she believes that any proposed action would exceed the governing body’s
powers or be contrary to legislation or to the Funding Council’s financial
memorandum. (Note: the Vice-Chancellor as the officer designated by the
governing body under the terms of the Funding Council’s financial memorandum is
formally responsible for alerting the governing body if any action or policy is
incompatible with the terms of the Financial Memorandum – see paragraph 4.13 of
the Guide, but this cannot absolve the secretary from having this responsibility as
well).
5.
The secretary should be solely responsible for providing legal advice to or obtaining
it for the governing body and advising it on all matters of procedure.
6.
The secretary should advise the Chair in respect to any matters where conflict,
potential or real, may occur between the governing body and the chief executive.
7.
It is incumbent on the governing body to safeguard the secretary’s ability to carry
out these responsibilities. It is important that the secretary also both consults and
keeps the Vice-Chancellor fully informed on any matter of governing body business
(other than in relation to the Remuneration Committee’s consideration of the ViceChancellor’s emoluments). It is good practice for the Chair of the governing
Section 2:70
July 2012
body, the Vice-Chancellor and the secretary to the governing body to work closely
together within the legal framework provided by the charter, statutes or articles of
government and the ordinances and regulations laid down by the institution and the
Funding Council’s Financial Memorandum: some NAO reports have suggested that
in some institutions this has not been possible because of inappropriate conduct by
one of the parties involved.
8.
If there is any conflict of interest actual or potential, on any particular matter,
between the secretary’s administrative or managerial responsibilities within the
institution and his/her responsibilities as secretary to the governing body, it is the
responsibility of the secretary to draw it to the attention of the governing body. If the
governing body believes that it has identified such a conflict of interest itself the
Chair should seek advice from the Vice-Chancellor, but must offer the secretary an
opportunity to respond to any such question.
Adopted by the Board 6 July 2000
Published CUC 2000
(Nolan Working Group: The Role of the Secretary or Clerk to the Governing Body)
Section 2:71
August 2012
THE BOARD OF GOVERNORS
REGISTER OF BOARD MEMBER AND VICE CHANCELLOR’S GROUP INTERESTS
________________________________________________________
Regulations
1.
Within a month of appointment and thereafter when necessary each Board
Member or Member of the Vice Chancellor’s Group (the Member) shall give to
the Clerk notice of direct or indirect interests as follows:
1.1
Employment Office, Trade Profession or Vocation
A short description of any employment or office from which the Member
receives an income and of any trade profession or vocation carried on for profit
or gain.
1.2
Contracts with the Corporation
A brief description of the nature and length of any contracts which the Member
is aware that he/she has with the University either directly or as a share holder
or director of a company or other body under which the University is the
provider or recipient of goods or services.
1.3
Tenancies of Property
The address or other description of any land or buildings rented to or from the
University by the Member or a partnership or company of which the Member is
a director or a shareholder.
2.
Spouses Interests
For the purposes of making any declaration a Member's spouse's interests are
not registrable. If a spouse's interest becomes relevant when a matter is
considered it must be declared and may require the withdrawal of a Member
from a meeting at which the declaration is made or any subsequent meeting at
which the matter is under consideration.
Approved June 1994
Amended January 2005
Section 2:72
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