Comparison between the CUC Guidelines and the University's arrangements

Primacy of governing body

The governing body should be unambiguously and collectively responsible… and take all final decisions on matters of fundamental concern to the institution.

X: Council’s decision is final unless Congregation exercises its power to intervene to oppose or amend that decision. 

Practical role of governing body

The governing body is responsible for ensuring the effective management of the institution and for planning its future development.  It has ultimate responsibility for all the affairs of the institution.

√: Oxford’s Council (together with its committees) is an actively managing governing body.

Separate body (e.g. Senate) responsible for University academic work

There is usually a Senate, which is responsible for regulating and directing the academic work of the university.  The Senate is regarded as the authority on purely academic matters.  Constitutionally, the Senate reports to the Council.  Usually, decisions of the Senate on academic matters which have financial or resource implications are subject to approval by the Council.

Oxford does not have a Senate.  The General Board of the Faculties, which had previously overseen the academic business of the University, was merged with the Hebdomadal Council to form the current Council as part of the North reforms.  The Council now takes academic policy decisions.

Regularity of meetings of governing body and attendance at such meetings

The governing body shall meet sufficiently regularly, and not less than four times a year.  Members shall attend regularly and actively participate.

√:  Oxford’s Council normally meets not less than 11 times a year.  Members regularly attend (80-90% attendance rate) and actively participate. 

Quorum of governing body

The governing body should establish clearly the number, and if necessary the category, of members who constitute a quorum.

√: No business shall be transacted at any meeting of Council unless a quorum (one third plus one of those members eligible to vote on Council business (rounded to the nearest integer)) is present.

Register of interests

The institution shall maintain and publicly disclose a register of interests of members of the governing body.

√: Oxford does maintain such a register of interests.  This register may be inspected at the discretion of the chair of the Committee on Conflict of Interest or the Registrar.  In addition, members of Council and members of all committees of Council are asked to declare any interest that could give rise to conflict in any item on the agenda at the beginning of the item in question.  All interests so disclosed shall be recorded in the minutes.  If the chair of the meeting deems it appropriate, the member concerned shall absent himself or herself from all or part of Council’s discussion of the matter.

Size of governing body

A governing body of no more than 25 members represents a benchmark of good practice.

X: Oxford’s Council has between 25-28 members.

External majority

The governing body should have a balance of skills and experience… and a majority of independent members who are external to the institution.

X: Oxford’s Council is constituted to have four external members.

Representation of staff and students on governing body

It is recommended that staff and students are represented on the governing body.

√: Oxford’s Council includes members of academic staff.  Three student members are also entitled to attend and observe meetings for unreserved business.

Right to remove governing body members

The governing body should have the power to remove any member of the governing body from office.

√: Oxford’s Council has the right to remove any of its own members.

Availability of papers of governing body

Proceedings should be conducted in as open a manner as possible, and information and papers restricted only when the wider interests of the institution or public interest demands.

√: Council agendas and unreserved minutes are posted on the University intranet.  Non-confidential papers in unreserved business are posted on the University intranet within one week of the meeting.  Annual reports and financial statements are more widely available.  Any issue requiring the consent of Congregation is published in the University Gazette.

Regularity of review of governing body’s own effectiveness

An evaluation of the governing body and its committees shall take place not less than every five years.

√: Council is required to carry out a self-review of its operations and effectiveness at least every three years.

In addition, each main committee of Council is required to carry out a self-review of its operations and effectiveness at least every three years and report its findings to Council with recommendations for change where appropriate; and each committee of Council is required to review its composition and operation  shortly after its first year in existence, and shortly after its first year with a revised remit (where the responsibilities have been substantially changed), in both cases reporting its findings to Council with recommendations for change where appropriate.

Chair of governing body

The chair is ultimately responsible for ensuring that the governing body operates effectively.  S/he should not be drawn into the day-to-day effective management.

X: The chair of Oxford’s Council is the Vice-Chancellor.

Adoption of a Statement of Primary Responsibilities

A Statement of Primary Responsibilities should be adopted which sets out, inter alia, the mission and strategic vision of the institution and how this should be achieved.

√: Oxford’s Statement of Primary Responsibilities is set out at http://www.admin.ox.ac.uk/councilsec/primary/

Responsibility for financial health of the institution and value for money

The governing body is responsible for ensuring that funds from the Funding Council are properly used, must ensure that there are sound systems of internal control and is responsible for ensuring the delivery of value for money from public funds.

√: Oxford’s Council is responsible for the use of public funds and internal control.  The Planning and Resources Committee, the Audit and Scrutiny Committee and the Finance Committee (all of which report directly to Council) and the Value for Money Subcommittee of PRAC also have important roles in relation to the use and control of funds and value for money.

Audit Committee

An audit committee is required.  It should have an external majority and financial expertise.  HEFCE’s 2004 Audit Code of Practice adds that it shall have at least three members of the governing body with no executive responsibility, none of whom are on the Finance Committee.  All of its members should be independent, objective and non-executive.

√/X: Oxford has an Audit and Scrutiny Committee.  It has an external majority and recent and relevant financial experience and an external member of Council as chair.  Its members do not serve on the Finance Committee.  However, only one external member and the chair of the Conference of Colleges are members of Council.  The Committee also includes three internal members who are precluded from holding executive authority in the University.

Remuneration Committee

A remuneration committee should be established to determine and review the salaries of senior members of the institution.  Membership should include the (external) chair of the governing body, at least three other external members and the external treasurer, if such an office exists. 

√/X: Oxford has a Committee to Review the Salaries of Senior University Officers, a body of six persons, chaired by an external member who may or may not be a member of Council, and with two other external members.

Nominations Committee

Appointments of external members to the governing body should be managed by a nominations committee.  The nomination committee should include the external chair of the governing body, at least three other external members, the head of the institution and at least one other member of the academic staff.

√/X: Oxford does have a Nominations Committee. It comprises two external members (including the chair), three Council members, one of the Proctors or Assessor and four members of Congregation.

Role of head of institution

The head of the institution is responsible for the executive management of the institution and its day-to-day direction.

√: Oxford’s Vice-Chancellor carries out all roles required of him by the CUC.  However, as noted above, he chairs Council.