Frequently Asked Questions
What is the legal/charitable status of the University?
The University is a civil corporation established under common law, which was formally incorporated by the Act for Incorporation of Both Universities 1571 under the name of ‘The Chancellor Masters and Scholars of the University of Oxford’.
For a full explanation of the legal status of the University, please refer to the Preface of the New University Statutes and Congregation Regulations.
The University enjoys charitable status as one of the exempt charities listed in Schedule 3 to the Charities Act 2011 http://www.legislation.gov.uk/ukpga/2011/25/schedule/3. An exempt charity enjoys all the tax exemptions and other benefits of a charity, but is exempt from certain requirements, notably the need to register with the Charity Commission: http://www.charity-commission.gov.uk/.
The University is a corporate body, but it is not a limited company; and therefore it is not registered at Companies House.
Nor does the University have a Charity registration number, since (as explained above) it is not on the Register of Charities.
University’s Statutes, Regulations and Policies
Where can I find the University’s Statutes, Regulations and Policies?
Is there any Guidance on the Bribery Act?
The University's Bribery and Fraud Policy can be viewed by clicking on the previous heading. The summary of the Act which follows has been supplied by Farrers, one of the law firms on the University's Panel. The University's Policy will be supplemented by Procedures addressing particular areas of risk. These are in course of preparation.
University of Oxford: The Bribery Act 2010: Legal Advice
1. The Bribery Act 2010 (the Act) came into force on 1 July 2011 and introduced four new offences relating to the giving and receipt of bribes. The first two offences set out the basic principles of what is meant by bribery and the second two offences deal with specific scenarios.
2. The headlines from the Act are:
2.1 it is an offence for a person with a close connection to the UK (which would include the University) to give or receive a bribe anywhere in the world;
2.2 corporate bodies (including the University) can also commit an offence where a bribe has been given for their benefit by a person “associated” with them, whether or not they knew about it being given;
2.3 however, it is a defence for a corporate body to show that it has adequate procedures in place to prevent bribery;
2.4 the Ministry of Justice has issued guidance (the Guidance) on what sorts of procedures might be considered adequate; and
2.5 the penalties for a breach of the Act are ten years’ imprisonment or an unlimited fine.
3. The four offences are as follows:
3.1 bribing another person (Active Bribery);
3.2 being bribed by another person (Passive Bribery);
3.3 bribery of foreign public officials (the Foreign Official Offence); and
3.4 failure of a “relevant commercial organisation” to prevent bribery by its associates (the Corporate Offence)
Active Bribery (Section 1)
4. It is an offence to offer, promise or give an advantage (financial or otherwise) to another person in one of two cases:
4.1 where the person offering the advantage intends to bring about or reward the improper performance of a relevant function either by the person who receives the advantage, or by another person; or
4.2 where the person offering the advantage knows or believes that acceptance of the advantage is in itself improper performance of a relevant function.
Passive Bribery (Section 2)
5. Passive Bribery is the mirror offence of Active Bribery. It is an offence to request, agree to receive or accept an advantage (financial or otherwise):
5.1 where the person receiving the advantage intends that a relevant function should be performed improperly either by the person receiving the advantage or another person;
5.2 where the receipt of the advantage is itself improper;
5.3 where the receipt of the advantage is a reward for improper performance of a relevant function; or
5.4 where a relevant function is performed improperly in consequence of or in anticipation of the advantage being received.
6. As with Active Bribery, it is irrelevant whether the person being bribed is the same person who carries out the activity in question.
Relevant Function and Improper Performance
7. The first two offences are fairly meaningless without an understanding of what is meant by “relevant function” and “improper performance”.
8. “Relevant Function” means:
8.1 any public or business activity, any activity performed in the course of a person’s employment or any activity performed by or on behalf of a body of person; in circumstances where
8.2 a reasonable person in the UK would expect the person carrying out the activity to act in good faith or impartially or in a particular way because the person acting is in a position of trust.
9. “Business activity” is not defined. However, the Government has confirmed in the Guidance that the fact that an organisation is pursuing charitable objects does not preclude it from conducting business. Pragmatically therefore the University should treat all of its functions and activities as being at risk of being relevant functions. In addition, it is important to remember that any University trading subsidiary will be treated as being in business and therefore the activities of those companies should be subject to the same or similar risk management procedures as the University’s own activities.
10. “Improper Performance” means a breach of one of the expectations listed in paragraph 8.2. In other words, a relevant function is performed improperly if it is carried out in bad faith, partially or in a way that is inconsistent with a person holding a particular position of trust. A failure to act can also be an offence.
Foreign Official Offence (Section 6)
11. It is an offence to offer, promise or give a financial or other advantage to a foreign public official (or another person at the request of the official) with the intention of influencing that person in their official capacity and obtaining or retaining a business advantage.
12. “Foreign Official” is broadly drafted to include all officials whether elected or appointed who held legislative, administrative or judicial positions of any kind in a country outside the UK. It also includes any person who performs public functions in any branch of the national, local or municipal government or a public agency or public enterprise of a country or territory outside the UK. Officials of public international organisations such as the UN and World Bank are also caught.
13. It should be noted that there is no reference to impropriety in Section 6. Therefore prosecutors need not prove that the foreign official in question was expected to act impartially or in good faith. Nor do they need to prove that the person giving the bribe intended to induce impropriety. The only requirement is for prosecutors to show that the bribe is intended at some level to influence the behaviour of the official.
14. However, the legislation does provide a degree of leniency. No offence is committed if the written constitution or rules of the international organisation or the written constitution, legislation or published judicial decisions of the relevant country permits or requires the official to be influenced by the offer, promise or gift in question. For example, where local rules permit or require third parties operating in that area to provide additional investment in the local economy. On the other hand, it should be noted that (provided it is not expressly permitted by local law) a bribe includes a “facilitation payment” ie a small payment made to a local official in order to expedite routine action, for example the issue of a building or travel permit.
Corporate Offence (Section 7)
15. The fourth offence occurs where a “commercial organisation” fails to prevent a person associated with it from paying a bribe. An offence is only committed where the person paying the bribe intends to obtain or retain business or a business advantage for the commercial organisation, rather than for their own benefit. An organisation whose associates pay bribes for its benefit is automatically guilty of a criminal offence unless it can show that it had adequate procedures in place to prevent bribery occurring.
16. The term “commercial organisation” might not appear to catch the University. However, a relevant commercial organisation is any body which is incorporated under the law of the UK and which carries on a business in the UK or elsewhere. There is no requirement for the objects of the body to be “commercial”. The Guidance confirms that the fact that an organisation pursues charitable or educational aims is irrelevant in determining whether it is a “commercial organisation” for the purposes of the Act. Given the nature and scope of the University’s activities, it should therefore regard itself as a commercial organisation for these purposes.
17. An associate of the University will be taken to have bribed another person if he, she or it commits Active Bribery or the Foreign Official Offence. Interestingly, it is not an offence for a commercial organisation to fail to prevent its associates committing Passive Bribery (although the reputational issues involved would be serious and there would be the possibility of the University being found liable of the offence of Passive Bribery in its own right).
18. The University would have a defence to the Corporate Offence if it could show that it had in place “adequate procedures” designed to prevent bribery. Under Section 9 of the Act, the Government is under a duty to issue Guidance on the procedures that might be put in place to present a defence to Section 7.
Associates of the University
19. An associate is a person who performs services for or on behalf of the University. Employees of the University are automatically deemed to be its associates. Agents, intermediaries and anyone who enters into a contract to provide services to the University (both in the UK and overseas) are also associates.
20. More complex considerations apply to relationships with bodies such as University subsidiaries, joint venture partners and recipients of grants. Advice should be taken on the particular facts of the situation.
Benefit to the University
21. Even if a particular organisation or person is providing services to the University, the simple fact that it or its employees have paid bribes to third parties does not automatically engage the Corporate Offence. This is because in considering all of these relationships it is important to remember that there are two questions:
22.1 is a particular person an associate of the University? and, if so
22.2 is the intention of a bribe paid by that person to benefit the University, rather than the person paying the bribe or their employer?
22. Consequently, if a member of staff or a joint venture partner, grantee or subsidiary pays a bribe that is not intended to benefit the University in any way, the Corporate Offence is not engaged. The Guidance states that without proof of intention to benefit the University, liability for a bribe paid by a subsidiary will not accrue through simple corporate ownership or through the payment of dividends or loans to the University by the subsidiary. Equally, a bribe paid on behalf of a distinct joint venture vehicle will not trigger liability for the members of the vehicle just because they benefit indirectly from their investment in it. In addition, where an employee of a partner in a collaboration agreement has paid a bribe, he or she might have been acting only with the intention of benefiting their employer. Again, advice should therefore be taken on the facts of a particular situation.
23. The Guidance does not clarify what is meant by “advantage” and it should therefore be seen in wide terms as including not only advantages with some underlying valuable return, but also practical and competitive advantages, such as enabling work to be completed more quickly than would otherwise be the case, enhancing the reputation of the University in a particular jurisdiction or facilitating its educational mission in some other way.
24. Offences can be committed both inside and outside the UK. However, where an offence occurs outside the UK, a person can only be prosecuted if they have a close connection with the UK. Broadly speaking, a person is taken to have a close connection with the UK if they are a British citizen or subject or are incorporated under any part of the law of the UK. Therefore, if the University or one of its associates carries out an Act overseas that would have been an offence if it had taken place in the UK, the University (as a body incorporated under UK law) is potentially open to prosecution in the English courts.
25. Where the act committed is not subject to UK law (most obviously where it is committed outside the UK), any local custom or practice must be disregarded. Therefore it is not a defence to claim that local custom and practice makes it impossible to get anything done without paying bribes, however small. Nor is it a defence to claim that a reasonable person in the UK would not expect a particular function to be performed impartially, in good faith or in accordance with a position of trust in the country in question. The only exception to this is where local law (either legislation or published written records of judicial decisions) permits or requires the act to take place.
26. The penalties for breach of the Act are up to ten years’ imprisonment for individuals and an unlimited fine for corporations such as the University. Senior officials of the University who have consented to or connived at an offence being committed by the University can also be imprisoned. In order for a prosecution to proceed, the personal consent of the Director of Public Prosecutions is required. He must consider not only whether there is a reasonable prospect of a prosecution succeeding, but also whether it would be in the public interest. Guidance has been issued setting out the factors that will be taken into account in deciding whether it is in the public interest to prosecute any given case.
27. The Guidance sets out six principles that the Government feels should inform an anti-bribery policy. The over-riding message is that organisations are expected to assess the bribery risks to which they are exposed and to put in place clear procedures to mitigate those risks that are proportionate to the nature, scale and complexity of its operations and known and understood throughout the organisation.
27. The specific principles can be summarised as:
27.1 proportionate procedures – the procedures should be proportionate to the risks faced by the University and be clear, practical, accessible, effectively implemented and enforced;
27.2 top level commitment – commitment on the part of the highest level of management (in this case, the Council) to establishing a culture in which bribery is unacceptable;
27.3 risk assessment – periodic assessment of the internal and external risks of bribery by the University’s associates should be undertaken;
27.4 due diligence – proportionate due diligence should be undertaken into all persons who will perform services on behalf of the University, taking a risk-based approach;
27.5 communication - clear and accessible policies and procedures should be embedded and understood throughout the University;
27.6 monitoring and review – the University should monitor and review its anti-bribery procedures and compliance with those procedures on a regular basis and make improvements where necessary.
Signing for the University and Sealing of Documents
Who can sign for the University; and what is the procedure when documents have to be executed as Deeds?
Authority to bind the University and delegation of authority to enter into contracts
The text below is a summary. For the complete University Regulation please refer to the Financial Regulations.
1. The Vice-Chancellor and the Registrar each have general authority to commit the University in contract.
2. The Director of Finance has authority in relation to agreements dealing with sales, purchases, investments, borrowing, commercial activities, research contracts, and the formation and operation of subsidiary, associated and spin-out companies
3. The Director of Research Services has authority in relation to research and research-related contracts.
4. The Director of Estates has authority in relation to contracts for the design, demolition, construction, alteration, repair and maintenance of buildings
5. The Director of Asset and Space Management has authority in relation to contracts for the sale, purchase, leasing, licensing and charging of real property.
6. The Director of Legal Services and General Counsel has authority in relation to the instruction of external lawyers. The decision to instruct external lawyers is taken jointly by the LSO and the relevant head of unit.
7. Other officers may have delegated authority.
8. Heads of Budgetary Units have authority to effect contracts which are in the course of the ordinary business of their units, and which involve only the funds over which they have delegated control. They do not have any authority to enter into any contract which falls within the remits of the officers in 1-6 above (apart from sales and purchases in the course of the unit’s ordinary business).
9. None of the above authorities extends to any contract which is illegal; or which does not comply with obligations laid down by HEFCE, HM Revenue and Customs, or other government authorities.
10. What is ordinary business will vary, but for academic units can be taken to mean teaching and research and their support. (But note that research contracts must be signed by Research Services and purchases must be on the University’s standard terms and conditions unless the Purchasing Office approves another form.) Specific funds may be used only for the purposes given.
11. Heads of Units may delegate in writing their authority to effect contracts, except for contracts of employment. (See below for the process of delegation.)
12. Employment contracts must be approved by the Personnel Committee.
13. Documents for sealing should be sent to the Legal Services Office, with the sealing request form [below]. All documents to be sealed (whether or not they are concerned with real property) must carry the following sealing wording and no other:
“EXECUTED AS A DEED by affixing
the COMMON SEAL of the
CHANCELLOR MASTERS AND
SCHOLARS OF THE UNIVERSITY
OF OXFORD in the presence of:
Director of Finance/Deputy University Secretary”
We here will cross out the titles of whoever does not sign.
No delegation under (7) or (11) above is operative until a copy of the instrument recording the delegation has been delivered to the delegate and their acceptance received. Each Unit must maintain a register of all delegations made by staff in that unit and the person making the delegations must retain the instrument.
If anyone not listed above (i.e. anyone other than the Vice-Chancellor, the Registrar, the Director of Finance, the Director of Research Services, the Director of Estates, the Director of Asset and Space Management, the Director of Legal Services and General Counsel and Heads of Budgetary Units) is to sign a contract on behalf of the University, his or her name must be entered in the register of delegations. A delegation of authority form [below] is available but other records that summarise departmental delegations adequately are also acceptable.
Financial Regulation 1.5.2 sets out internal limits on authorisation to commit to levels of expenditure. Please note that this is something quite different. The fact that someone can provide internal authorisation for a payment does not mean that they can sign a contract.
Authority to Bind the University forms:
Sealing Request forms:
- Sealing Request Form (gift agreement - pdf version) (100kb)
- Sealing Request Form (Asset + Space Management - Word version) (23kb)
- Sealing Request Form (Asset + Space Management - pdf version) (32kb)
What is the University’s strategy for protecting its brand?
Trademark and Domain Name Policy
We work with OUP, Oxford Limited and the Public Affairs Directorate in the implementation of the Trade Mark and Domain Name Strategy which was promulgated by Council in the year 2000; and which is given legislative effect through the Financial Regulations.
The Strategy is reproduced in full below.
It may be helpful also to summarise the instructions which we have received from the Registrar in relation to the licensing of the logo (the belted arms):-
(1) We endeavour to protect the logo (through trade mark registrations and enforcement), in the classes of relevance to teaching and research; and (by-and-large) in those classes the University does not grant licences. This preserves the value of the brand.
(2) We endeavour to protect the logo in various other classes in order to support merchandising and brand licensing. These are functions of one of the University's trading subsidiaries, Oxford Limited.
(3) The University will license the logo free of charge in a limited number of situations which are closely related to, and/or supportive of, the University's teaching and research: viz.:-
(a) use on websites created by research collaborations;
(b) use to identify the University as a participant in a project on the website of a single research collaborator;
(c) use for identification purposes in other one-off teaching or research situations;
(d) use in connection with educational programmes which other parties run here (for example, in Continuing Education); and
(e) use in certain circumstances by those who provide pro bono funding for scholarships and programmes.
(4) However, the University's policy is not to license the logo for product endorsement purposes (because of the risk of product liability claims: because of reputational risks if customers are unhappy; and because to do so might dilute the brand for the purpose of Oxford Limited's merchandising).
(5) If there are special circumstances which justify a departure from the policy in (4), any licence of the trademarked logo would be granted not by the University but by Oxford Limited.
There follows the full text of the Trade Mark and Domain Name Strategy.
1. The University is concerned to protect the expressions 'Oxford University' and 'University of Oxford' in relation to the University's mainstream activities as an exempt charity: that is to say, teaching and research. Associated with the expressions is the version of the University's coat of arms which is reproduced in the heading to this paper ("the belted arms"). The University's central administration is protecting the belted arms and the expressions 'Oxford University' and 'University of Oxford' by means of registrations in the trade mark classes of relevance to teaching and research.
2. Oxford Limited – a wholly-owned subsidiary of the University – is engaged in merchandising the expressions 'Oxford University' and 'University of Oxford' and the belted arms on a variety of articles for consumer markets. Oxford Limited is protecting the expressions and the belted arms by means of trade mark registrations in the classes of relevance to those products.
3. Oxford University Press has used the word 'Oxford' as a brand for many years. It is protecting this use and the expression 'Oxford University Press' through the registration of trade marks in the classes of relevance to its business: that is to say, the classes which cover publishing services, published material and information services (in printed or electronic form).
4. The word 'Oxford' is of significant value to the business of OUP. Some of the main titles of the Press would be undermined were other parties in a position to publish the Oxford Series of this, or the Oxford Book of that. It is in the interests of the University as a whole to protect and develop the business of the Press. When the Press generates a surplus, such of that surplus as is not ploughed back into the business of the Press is applied to general University purposes. Therefore the University as a whole stands behind the Press in protecting the use by the Press of the word 'Oxford' in the furtherance of all its publishing activities. To support those activities, it has been agreed that authorisation should be sought from the Press where persons or entities within the control of the University wish to make use of the word 'Oxford' (whether on its own, within the expressions "Oxford University" or "University of Oxford", or otherwise) in connection with publishing services, published material or information services (whether in printed or electronic form). This requirement for authorisation has no application to academic exchanges on a non-commercial basis; to the production and distribution of prospectuses, alumni material or research / course information by the University, whether centrally or through departments; or to the University's central promotion of its core activities. In the case of a party with corporate capacity separate from the University, authorisation will entail a licence from the University in a form agreed by the Press.
5. In the case of publishing activities elsewhere in the University (that is, by entities within the University other than the Press) authorisation under paragraph 4 will be given provided that:-
(a) the word 'Oxford' is used in conjunction with the full official name of the relevant entity (for example "department of ….", "institute of …." "faculty of ….") and not an abbreviated name;
(b) the word 'Oxford' is not used in a title such as 'Oxford Series / Book / Review of …………' or 'Oxford Studies in ………………'; and
(c) the entity does not, without the prior written consent of the central administration and the Press, apply to register trade marks which include the word 'Oxford': any registrations for which consent is given will be in the name of the University.
In the event of a dispute between the Press and another entity within the University over authorisation under paragraph 4 or consent under sub-paragraph (c), the Vice-Chancellor and the Chairman of the Finance Committee of the Press shall seek to resolve the dispute in accordance with the principles set out in this paper, failing which they shall agree on the name of a third party who shall determine the dispute, in accordance with the same principles.
6. The University encourages spin-out companies to use the word 'Oxford' in their names, in order to highlight the association with the University. However, it is necessary to put in place a licence from the University (the form of which has been agreed with the Press), so as to protect the interests of the Press in connection with its publishing business. No charge is made for these licences.
7. If a department, faculty, unit, institute or other grouping within the University wishes to use a logo other than one of the marks referred to in paragraphs 1 - 3, this may be permitted, provided that:-
(a) the mark is used in conjunction with the words 'Oxford University' or 'University of Oxford' and (where appropriate) the belted arms: this may be within expressions such as 'The Oxford University Centre / Institute of ………';
(b) the use of the mark is consistent with any visual identity guidelines adopted by the University and this Trade Mark and Domain Name Strategy;
(c) the trade mark agents acting for the University (currently Sipara) confirm that there is no likelihood of conflict with any other marks registered in the name of the University;
(d) the department or whatever requesting the registration covers all the costs involved, including those connected with the maintenance, assertion and defence of the marks; and
(e) approval is given by the Registrar.
8. The University's policy with regard to Internet domain names follows a similar pattern:-
(a) the Press registers in the relevant generic and country code Top Level Domains ("TLDs") in order, where possible, to protect its 'Oxford' brand: using the registered trade marks, the Press would normally challenge a domain name which includes the word 'Oxford', if it is used in connection with publishing services, published material or information services;
(b) similarly the central administration registers in order, where possible, to protect 'Oxford University' and 'University of Oxford'. The administration has acquired the available names in the .edu, .org, .net, .com, .biz, .eu and .info and .tel generic TLDs; but its only registrations in country-code TLDs are in the UK. The University's policy is that all University activities (other than those within OUP's remit) should be presented within the ox.ac.uk domain. Oxford University Computing Services ("OUCS") is solely responsible for controlling ox.ac.uk and its sub-domains. Any department, faculty, unit, institute or other grouping within the University (except OUP) which wishes to make use of any other domain should refer to OUCS for approval (which in general will be granted only in connection with projects which have a wider reach than the University, and which need a distinct and identifiable presence).
9. Only the one firm of trade mark agents is used in relation to both trade marks and domain names. Their costs are apportioned as follows:-
(a) where it is a case of the word 'Oxford' on its own, OUP takes the decisions and pays the costs;
(b) where it is a case of 'Oxford University', 'University of Oxford' or the belted arms within Oxford Limited's field, Oxford Limited takes the decisions and pays the costs;
(c) where it is a case of 'Oxford University'; 'University of Oxford' or the belted arms in relation to teaching or research, the central administration takes the decisions and pays the costs;
(d) where it is a case of 'Oxford University' or 'University of Oxford' in other fields, decisions will be made jointly by the Press, the central administration and Oxford Limited, both on the question of whether to take action and on the apportionment of the costs.
Centres, Institutes and Joint Ventures
Are there any procedures for setting up Centres or Institutes in the University, or for joint ventures in which the University participates?
Against a background of rapid change in higher education, increasing competition for funding and economic pressure, initiatives to diversify income streams and to facilitate the University’s core activities are to be encouraged. Centres, institutes and joint ventures are examples of such creativity and, as they frequently have significant legal and financial implications, I am writing to ask that, when you are considering such a proposal, advice is taken from the Legal Services Office at the outset.
Issues which may arise include those relating to intellectual property rights, trademarks and other aspects of the use of the University’s name or of the word ‘Oxford’, data protection, copyright, obligations under the Companies Act, and the financial liability of and obligations on individuals. It is important that advice on these issues is sought as a preliminary step so that they can be properly addressed early in the development of the proposal.
Centres, institutes and joint ventures with the following characteristics tend to be the most complex, from a legal perspective:
- the formation of a centre or institute with the University as a ‘partner’ or contributor, or of an entity within the University (other than a new academic department), where it is proposed to use the word ‘Oxford’ in the name of the centre or institute;
- the creation of a joint venture or “partnership” with external organisations (such as other institutions), Government bodies, or the private sector; and
- the ‘spinning-out’ of an activity in circumstances where the University lends its name, or there is some other association with the University, but there is no transfer of university technology (where there is such a transfer, the procedure is set out in the Regulations for the University’s intellectual property policy: a guide is available from Isis Innovation Limited).
If you wish to establish a body which you think falls into one of the above categories, or if you have any questions concerning the establishment of a more standard form of centre or institute, please contact the Deputy Director of Legal Services, Carolyn McKee (telephone (2)80697 or email firstname.lastname@example.org) early on in your deliberations. Carolyn will then ensure that you are given advice and guidance appropriate to your particular case, and, where necessary, will co-ordinate the involvement of other specialist sections of UAS.
Registrar, March 2010
Major new projects
How does the University assess the viability of major new projects?
The University has issued a Project Guide which describes the University’s project administration procedures and in particular the project appraisal process which is mandatory for all major University projects not being funded under a standard research programme. The University must carry out project appraisals to meet HEFCE Principles of Good Practice as well as its own internal Financial Regulations.
The approach outlined in the Guide attempts to answer 3 key questions for each project:
- How does the project contribute to the University’s strategic objectives and is it the best option available?
- Can the University afford the project and where are the financial and other resources coming from?
- Will there be additional running costs as a result of the project and how will these be met?
What are the University's Arrangements for the Management and Administration of Trusts?
The University's Arrangements for the Management and Administration of Trusts
The Trusts Management Board
(1) The University holds a large amount of funds on trust to be applied for specific purposes narrower than those of the University itself (for example for a specific department). Many, though not all, of these trusts are set out in Trust Regulations, some of which are scheduled to the University’s Statutes.
(2) The University, through Council, has ultimate responsibility for the trust funds and their administration. On a day-to-day basis, that administration has been delegated, for most trusts, to individual boards of management. In order to fulfil its duties as the ultimate trustee, the University has put in place a Trusts Management Board. This acts as an oversight mechanism, to support and monitor the operation of the boards of management.
(3) One of the most significant trusts is the University of Oxford Development Trust Fund (“OUDT”), which exists for the benefit of the Colleges as well as the University, and which is described more fully below. The Trusts Management Board acts as the board of management for OUDT.
(4) The Trusts Management Board is made up of the following:
- the Pro-Vice-Chancellor for Planning and Resource Allocation;
- a representative from the Conference of Colleges;
- the Director of Finance;
- the Director of Legal Services and General Counsel; and
- the Secretaries to the University’s Academic Divisions.
The Secretary to the Board is the Trusts Administrator (Matthew Fleet: (01865) (2) 70236), from whom further information can be obtained.
The University of Oxford Development Trust Fund
(1) The University launched its fundraising ‘Campaign for Oxford’ in October 1988. It decided in 1989 to establish a new trust, to be known as the ‘Campaign for Oxford Trust’; so as to able to receive donations for the benefit both of itself and of the colleges.
(2) The University also wanted to reassure prospective donors that gifts not earmarked for specific purposes would not be ‘lost sight of’ among the University’s general revenues but would be credited to the new separate trust.
(3) In 1995, after the Campaign ended, Council agreed that the Fund should continue, but under another name. It was therefore agreed to change the name to the ‘University of Oxford Development Trust Fund’ by means of a supplemental deed, which was effected in March 1995.
(4) In 2010 Council resolved to update the original trust deed in the light of legislative changes over the preceding twenty years, and to add some new features, including those summarised in paragraphs (8) and (9) below. The revised and restated Trust Deed was executed on 7 December 2010.
(5) The University remains the sole Trustee of OUDT. It has delegated the management of investments to the Investment Committee; and its other delegable functions to the Trust Management Board.
(6) The objects of OUDT continue unchanged – “to procure, assist and secure the advancement of education, learning, teaching, scholarship and research at or in connection with the University and its Colleges and other Societies insofar as the same are charitable”: Note that this does not include religious or heritage objects; and any gifts of that kind to Colleges should not be routed through OUDT. Note also that although “College” is so defined as to include the Permanent Private Halls, OUDT does not cover the Recognised Independent Centres, the University Church, Rhodes House or Maison Française.
(7) The funds of OUDT continue to be expendable endowment, unless the terms of a particular donation specify otherwise.
(8) Within OUDT there are a number of “broad purpose funds” – funds restricted for graduate scholarships, undergraduate scholarships, teaching, the Divisions, the Museums, the Bodleian, the Colleges etc. The context in which these operate, and the manner in which the Development Office uses them in the solicitation of benefactions, can be seen from the Memorandum for Intending Benefactors (See the FAQ: “What are the University’s Arrangements for Accommodating Benefactions and Complying with Benefactors’ Wishes?”). The Trusts Management Board is responsible for the oversight of each of these funds, and for the allocation of investment income to each fund in the appropriate proportions; but some of them have their own operational mechanisms – for example, the Oxford Graduate Scholarship Fund and the Oxford Teaching Fund.
(9) Unrestricted gifts are credited to the Vice-Chancellor’s Fund (which is itself one of the broad purpose funds).
(10) On occasion, OUDT also acts as the conduit for donations intended for other University or College trusts.
(1) The University as the Trustee of OUDT has delegated to the Trust Management Board all the University’s delegable functions in relation to OUDT except the management of investments, which is delegated to the Investment Committee. Under the Investment Committee the management of all investments except the Deposit Pool has been entrusted to Oxford University Endowment Management Ltd (“OUEM”), a company owned by the University which is regulated by the Financial Services Authority.
(2) The role of the Trust Management Board is to decide whether particular OUDT funds should be invested in (i) the Oxford Endowment Fund (ii) the Oxford Capital Fund (iii) the Bonds and Gilts Fund or (iv) the Deposit Pool. The decision in each case will depend upon whether the funds in question are (a) permanent endowment (b) expendable endowment or (c) income: and if (b) or (c) then what period or periods are in contemplation for the application of the funds.
(3) For further information about OUEM and the investment vehicles, please refer to OUEM’s Chief Operating Officer, Fay Ashwell: (01865) (6)14978.
Giving to the University
What are the University's Arrangements for Accommodating Benefactions and Complying with Benefactors' Wishes?
January 2011 Edition
Benefactions to the University of Oxford and its Colleges
This memorandum is for the guidance of intending benefactors and is not meant to fetter their discretion in any way.
The Status and Powers of the University and the Colleges
1. The University is a corporate body, with the title of ‘The Chancellor Masters and Scholars of the University of Oxford’. It was given its corporate status under an Act of Parliament in 1571. It is an exempt charity (and therefore has no charity registration number): it is recognised as a charity by HMRC.
2. Each of the Colleges is a separate corporate body, which is registered as a charity. Its corporate title and registered number can be found on the Charity Commission’s website (http://www.charity-commission.gov.uk)
3. The University and each of the Colleges is itself entitled to take and hold gifts of real and personal property, whether made by will or otherwise. A gift direct to the University or a College should specify the full corporate title of the recipient, and should not reference trustees.
The University of Oxford Development Trust Fund
4. However, the University has established a trust for the receipt and allocation of gifts to the collegiate University. This is the University of Oxford Development Trust Fund (“OUDT”). Like the University itself, it is an exempt charity, and therefore has no charity registration number. It is recognised as a charity by HMRC, under number XN80595.
5. The objects of OUDT are “to procure, assist and secure the advancement of education, learning, teaching, scholarship and research at or in connection with the University and its Colleges and other Societies in so far as the same are charitable.”
Please note that these are educational objects. Some Colleges also have religious or heritage objects which are not merely ancillary to their educational purposes. Should you wish to give to a College expressly for religious or heritage purposes, please do so direct to the College; and not to OUDT.
6. The Trustee of OUDT is the University. The University (acting by its Council) has delegated the administration of OUDT to a Board of Management which consists of the following persons (or their respective nominees): the Pro-Vice-Chancellor (Planning and Resources), the Director of Finance, the Director of Legal Services and General Counsel, the Secretaries to each of the Divisions, and a representative of the Conference of Colleges. Enquiries about the role of OUDT and its procedures should be addressed to the Trusts Administrator (email@example.com).
7. Within OUDT there are a series of broad purpose Funds, the current ones being:
- the Vice-Chancellor’s (general) Fund;
- the Oxford Teaching Fund;
- the Oxford Undergraduate Scholarship Fund;
- the Oxford Graduate Scholarship Fund;
- the Widening Access and Participation Fund;
- the Sports Fund;
- a Fund for each Academic Division and for the Department for Continuing Education;
- the Bodleian Fund;
- the Ashmolean Fund;
- a Fund for the other University Collections; and
- a Fund for each College and Society.
Each of the above Funds (apart from the Vice-Chancellor’s Fund) is described in a separate Prospectus which is available from the Development Office.
8. The Vice-Chancellor’s Fund is unrestricted and can be applied for the general purposes of the Collegiate University. We would encourage you to give your gift on an unrestricted basis, so that it can be used by the University in the areas of greatest need.
9. However, if you would like to restrict your gift, we would invite you to specify one or other of the above Funds, as for example:
“I give to Oxford University Development Trust Fund the sum of < > pounds (£< >) for the Oxford Undergraduate Scholarship Fund; and I direct that the receipt of the Trusts Administrator or other proper officer of the Trust shall be a sufficient discharge to the executors for this gift.”
If you do not specify any other Fund, your gift will be allocated to the Vice-Chancellor’s Fund.
10. Each Fund will be able to hold three types of donation:
- permanent endowment – which must be retained for a specific use and invested to produce an income;
- expendable endowment – which can either be retained (and invested to produce an income) or spent, according to the discretion of the University acting through the Trusts Board of Management;
- income – which must be spent within a reasonable period of time.
Unless a donor specifies either of the other types, all donations to the Oxford Graduate Scholarship Fund will be treated as permanent endowment; and all other donations will be treated as expendable endowment.
11. If you would like to be more specific about the application of your money within a particular Fund, we would ask you to add the following:
“I express the wish, without creating any trust or imposing any other legally-binding obligation, that … [e.g. preference be given to undergraduates reading Archaeology and Anthropology]”
The University will take the greatest care to ensure that such wishes are carried out. With the passage of time, however, circumstances may arise in which it will no longer be possible to carry out your original intention. For example, a serious fall in the value of money, or changes in the rules governing the making of awards from public funds, may result in there being no competition for a scholarship or prize. In such an eventuality, there may well be other ways in which your desire to assist the study of a particular subject could be fulfilled, but unless the University is given some discretion it is often difficult to take any effective action without resort to the Charity Commission or the Courts. Obtaining a Court Order or a Charity Commission Scheme would incur significant costs, which would be chargeable to the trust fund. It is for this reason that we would prefer any expressions of wishes not to be legally binding.
Separate Trust Funds
12. The cost of running a small trust acts as a disproportionate drain on the resources of the trust. The University is concerned to minimise this administrative expense, which only becomes sensible when there is more than £100K in the trust. Even with those larger gifts, we would hope that most donors will be comfortable with one or more of the broad purpose Funds within OUDT (and expressions of wishes). However should you wish us to create a bespoke trust for a sum in excess of £100K, we will be happy to assist. Past experience has shown that the detailed regulations affecting any specific benefaction should not be left in the hands of executors or trustees who are not acquainted with University methods and circumstances; for otherwise the realisation of a benefactor’s main wishes may be impeded. The University’s Development and Legal Services Offices are always pleased to advise on the drawing up of any scheme, in consultation with the benefactor.
13. If you wish to impose restrictions on your gift which relate to any of the characteristics protected under the Equality Act 2010 (for example nationality, sex or age), we may be unable to comply. Please consult the Development Office or the Legal Services Office.
The University’s Brand
14. If as a corporate donor you wish to make use of the University’s name or logo in your publicity, please contact the Legal Services Office. The University has a strategy for the protection of its brand through the registration of trade marks; and it will be necessary to document your use in an appropriate manner. You can view the strategy at http://www.admin.ox.ac.uk/lso/faq/trademark.shtml.
15. A broad outline of the tax reliefs available on lifetime cash and other forms of gift to the University (for both UK-resident and overseas donors) can be found at http://www.campaign.ox.ac.uk/contribute/tax_efficient_giving/. Any gifts to the University which result in benefits being provided to the donor may also have VAT implications, either in the form of UK VAT payable on contributions or possibly in the form of reverse charge VAT payable by corporate donors in territories where VAT or GST is levied (e.g. the EU, Canada, China and Japan).
- As mentioned above, the University, OUDT and the Colleges are all UK charities.
- Tax exemption has been granted to the University (but not OUDT) in the USA pursuant to Section 501(c)(3) of the Internal Revenue Code. This means that private foundations, public charities, estates and charitable lead trusts can give in a tax-efficient manner directly to the University. However individual donors, and other benefactors who also need to satisfy the condition in Section 170(c) that the recipient organisation be created or organised in the States, should contact our North American Office (firstname.lastname@example.org) for details of our “American Friends” organisation – Americans for Oxford, Inc.
- The University (but not OUDT) enjoys prescribed (tax exempt) status under Section 118.1 of the Canadian Income Tax Act as an institution which is empowered to confer degrees and which ordinarily includes, in its student body, students from Canada.
- If you pay tax in another EU Member State, a donation to the University or OUDT may qualify for tax deductions in that Member State in the same way as a donation to a charity established in that Member State. Your home state may require you to provide certain evidence to establish the tax status of the University and the University’s objects must be recognised as charitable in your home state’s legislation. Unfortunately, not all Member States have yet extended their domestic charity tax reliefs and exemptions to foreign charities in accordance with European law and the mechanisms used vary from country to country, with some imposing additional restrictions. The scope of tax reliefs on donations also varies across the EU Member States. Whilst the University will be happy to assist you in providing evidence of its charitable status, if you would like to claim a tax deduction in another EU Member State, you should seek specialist local legal advice.
- In Hong Kong, the University of Oxford China Office Limited is a registered charity under Section 88 of the Inland Revenue Ordinance. Gifts of HKD 100 or more may be claimed for tax deduction purposes. Further details can be obtained from the Oxford China Office in Hong Kong at email@example.com.
- For advice on the position in Japan, please refer to The University of Oxford Japan Office at firstname.lastname@example.org.
Litigation and Legal Privilege
What are the University's procedures when court or similar action is threatened against the University or where the University might contemplate initiating such proceedings?
The Legal Services Office is responsible for the review and management of all cases where the University institutes or defends proceedings in the courts or other tribunals. This reflects HEFCE guidance on good management which recommends that advice from external solicitors to represent a University in proceedings, or to provide specialist advice, should be sought through the internal legal services section.
The Legal Services Office will advise the University where proceedings are threatened, or where there are thought to be good grounds for instituting proceedings. Such advice will where necessary draw on appropriate specialist counsel or external solicitors and will involve consultation with the University's insurers where required under the terms of the policy. Where external solicitors are instructed, the responsibility of Legal Services Office is then to manage the proceedings in conjunction with the department or division concerned; to monitor the conduct of each case and the costs; to ensure that external representatives have access to all relevant material and to report to Council on matters of difficulty.
No proceedings can be commenced or defended by the University without the approval of the Vice-Chancellor or the Registrar acting under delegated authority. If you become aware of a problem which has a potential for litigation, you should bring the matter to the attention of the Legal Services Office and the University's Insurance Office as soon as possible. The University has an obligation to its insurers to provide early notification of any threatened litigation covered by its insurance policy.
Any threat of legal proceedings should be treated in a confidential manner and some matters are by their nature extremely confidential. You are reminded that internal mail, clearly marked 'confidential', is more secure than email. The University's Legal Services Office can be contacted by fax: (2)80569. If confidential material is involved, please telephone the LSO before sending the fax. In an emergency, please telephone Carolyn McKee on (2)80697.
No member or officer of the University should make any response or comment in relation to a threat of litigation which has the potential to compromise the University's position without the advice of the Legal Services Office and/or the University's Insurance Office and, where appropriate, authorisation from the Vice-Chancellor or Registrar. An inappropriate offer or commitment may bind the University in a manner prejudicial to it, and to individuals potentially involved in the proceedings; and may invalidate the University's insurance cover.
In the event that proceedings are threatened, all relevant paperwork and electronic records should be preserved to ensure that full and appropriate advice can be obtained, and to comply with the University's legal duty of disclosure. You should ensure at all times that email communications are restricted to matters which you would be content to see in formal written correspondence.
What is the significance of Legal Privilege?
Legal professional privilege provides protection against disclosure of documents in a broad range of circumstances, including in Court or Tribunal proceedings or following a request from a public authority absent any express exclusion in the applicable legislation. Where written or oral communications are conducted with LSO, and where advice is sought from LSO, the protection of legal professional privilege will apply, provided the communication is handled appropriately.
- Where legal advice is received its circulation or reiteration should be restricted.
- At the outset of a matter consideration should be given to the question of who will be authorised to communicate with LSO for the purpose of obtaining legal advice.
- Careful file management will help to protect privileged documents. It will sometimes be appropriate for LSO to hold certain files.
There are two distinct types of legal professional privilege, legal advice privilege and litigation privilege.
Legal advice privilege
This arises where there are communications in confidence between client and lawyer for the giving or receiving of legal advice.
It is necessary to think about who within the University will be the “client” for the purposes of communicating with LSO on any particular matter. Others may still communicate with LSO in relation to the matter but should only do so if authorised by the client.
In the absence of confidentiality there is no privilege. The circulation of legal advice should therefore be restricted.
The purpose of the communication must be for the giving or receiving of legal advice. Merely copying LSO into an email will not give that email or associated matters the protection of privilege.
Legal advice privilege will apply where the advice relates to legal rights, liability, obligations or remedies, but is also likely to extend to presentational advice in a legal context.
This applies to communications between client or lawyer and third party, or documents created by client or lawyer, where litigation is contemplated or has commenced, for the dominant purpose of obtaining advice or information in connection with the litigation or assisting in the litigation itself.
Internal discussions once litigation has commenced, or concerning contemplated litigation, will be privileged.
Litigation is contemplated if it is reasonably in prospect. Litigation covers court proceedings, tribunal proceedings, arbitrations and foreign litigation. It does not cover internal procedures.
The dominant purpose of the communication must be for use in actual or contemplated litigation or for obtaining advice from a professional lawyer about actual or contemplated litigation.
Common interest privilege
Where privileged information is voluntarily to be shared with a consortium or other party with whom there is a common interest, advice should be sought from LSO. To protect the privilege:
(a) the common interest should be identified explicitly;
(b) it should be explained to the third party that the advice/document is being provided on a confidential basis and that it is privileged.
Will a solicitor in the Legal Services Office act as a notary: administer an oath, affirmation or statutory declaration; or certify a document for me?
1. All solicitors can act as commissioners for oaths, and can certify documents. But the role of a notary is quite separate; and none of the LSO solicitors are notaries. The following are local notaries whom you might use. We will make the arrangements for you if the notarisation is required in the course of University business, but your budget will need to cover the fees (which can be significant, particularly if there are several documents; and if an apostille is also needed).
Mr Marty Burn
7200, The Quorum
Alec Issigonis Way
Oxford Business Park North
Mr Stuart Capel
5000 Oxford Business Park South
Mr Joss Saunders
2. LSO solicitors are prevented by their professional rules from administering an oath or affirmation, or making a statutory declaration, where either they themselves or the University have any kind of interest in the matter.
3. As explained on the "Welcome" page of the LSO website, the LSO cannot act for University staff in their private capacities. Similarly we do not offer a service of certifying documents or photographs in connection with individuals' private or personal affairs (e.g. someone wishing to obtain a passport).
4. If we are able to administer an oath or affirmation or make a statutory declaration for you, the following points should be borne in mind:
(i) We will need to meet: this is not something which can be done by correspondence;
(ii) You will then sign the relevant document in the presence of the LSO solicitor, or if the document is already signed, confirm to the LSO solicitor that the signature is your own;
(iii) Responsibility for the content of the affidavit, affirmation or declaration rests with you and the solicitor who prepared it, not with the LSO solicitor;
(iv) If the affidavit, affirmation or declaration is incomplete, the LSO solicitor will decline to administer it.
5. If it is a case of certifying a document, we will need to see the original.