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Board of Governors

Overview

 

What is the Board of Governors and what does it do?

The University's Governing Body (known as the Board of Governors) is collectively responsible for overseeing the University's activities, determining its future direction and fostering an environment in which the institutional mission is achieved and the potential of all learners is maximised. The University is a legal independent corporate body, the purpose of which is to provide learning and teaching and undertake research.

The Board of Governors is responsible for ensuring the effective management of the University and for planning its future development. It is entrusted with funds, both public and private, and has a duty to observe the highest standards of corporate governance.

The main responsibilities of the Board are set out in the Articles of Government and the Statement of Primary Responsibilities. The main provisions include:

  • Approving the mission and strategic vision of the institution, long-term business plans, key performance indicators (KPIs) and annual budgets, and ensuring that these meet the interests of stakeholders.
  • Appointing the head of the institution (known as the Vice-Chancellor) and putting in place suitable arrangements for monitoring his/her performance.
  • Ensuring the establishment and monitoring of systems of control and accountability, including financial and operational controls and risk assessment, clear procedures for handling internal grievances and for managing conflicts of interest.
  • Monitoring institutional performance against plans and approved KPIs, which should be, where possible and appropriate, benchmarked against other institutions.
  • Statement of Primary Responsibilities
  • Instrument and Articles of Government

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Who makes up the Board?

The Board of Governors is made up of 23 members, which includes the Vice-Chancellor. Thirteen of the Governors are independent members, five are co-opted lay members, two are staff Governors appointed from amongst University staff following election, and two are Student Governors, appointed as ex officio members under the constitution of Coventry University Students’ Union.

The Vice-Chancellor is distinguished from all other members of the Board on the basis that he/she has the right to be a member by virtue of office, a right which the present Vice-Chancellor has taken up. The Chair and Deputy Chair of the Board, together with the Chairs of Committees are elected by the Board itself. Staff and student governors are appointed as full Governors, in the same way as the other appointed members.

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What is the structure of the Board and how does it work?

Details of the membership of the Board of Governors and its main Committees.

The nature and complexity of the Board's responsibilities means that it is not practical for the Board to undertake all of the activities. Therefore, the Board has delegated some of its powers and responsibilities to Committees, which consider and determine specific matters on its behalf. The University has six main Committees:

Audit and Risk Committee

This Committee is responsible for directing and overseeing the University's arrangements for internal and external audit. It provides impartial advice to the Board on the discharge of the Board's responsibilities for proper financial management, for the effectiveness of risk management, internal control and management systems, and for the economy, efficiency and effectiveness with which the University's activities have been properly discharged.

Human Resources Committee

This Committee considers and determines matters in respect of the University's human resources. This includes ensuring that pay and conditions of employment are properly determined and implemented for all categories of employees and monitoring the University's staff composition. The Committee also acts as the University's Nominations Committee, recommending to the Board the appointment of new independent and co-opted Governors.

Remuneration Committee

This Committee is responsible for determining and reviewing the salaries and terms and conditions of the Vice-Chancellor, Deputy and Pro-Vice-Chancellors, and other members of the senior management team as appropriate.

Strategy and Resources Committee

This Committee is responsible for considering matters relating to the detailed development of University Group strategy and the determination of large scale and reputationally sensitive capital developments.

It determines matters in respect of the financial affairs of the University, including ensuring the solvency of the University and safeguarding its assets, approving the financial strategy, approving annual operating plans and budgets which reflect the Corporate Plan, ensuring that funds are used in accordance with the Funding Council's Financial Memorandum and approving the annual accounts

It is also responsible for the oversight of the strategic management of the University's land and buildings. It approves and keeps under review the University's Estates Strategy, ensuring that space and property requirements are identified to fulfill the objectives of the Corporate Plan and provides a planned programme of maintenance.

Academic Affairs Committee

This Committee is responsible for monitoring the University's performance against the following key strategies:

  • Teaching, Learning and Assessment Strategy
  • International Strategy
  • Research Strategy

It is also responsible for ensuring that high levels of academic standards and student experience are achieved and maintained.

Investment Committee

This Committee acts on behalf of the Strategy and Resources Committee, to review the financial performance of the subsidiary companies within the University Group and to make recommendations to the Strategy and Resources Committee in respect of requests for financial support. It also assesses strategic investment projects/programmes and make recommendations to the Strategy and Resources Committe in respect of these.

There are also a number of other Committees which meet on an ad hoc basis:

Public Interest Disclosure Committee

This Committee has responsibility to ensure that the University's internal procedures for the internal investigation of any complaint raised under the Public Interest Disclosure policy are properly applied.

Special Committee

The Committee will examine any case made by the Board of Governors or its Chair for dismissal of the holder of a senior post (as defined in the University's Instrument and Articles), including the Vice-Chancellor and the Clerk to the Board of Governors.

Appeals Sub-Committee

The Appeals Sub-Committee considers appeals made by employees of the University following their dismissal.

Search Committee

On behalf of the Board of Governors this Committee manages the process for the selection of a new Vice-Chancellor and Chief Executive.

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When does the Board and its Committees meet?

The Board of Governors meets approximately six times per year. The number of Committee meetings varies depending on the Committee, usually between three and six times per year.

Note: Meetings of the University's Board of Governors and its Committees are not open to the public.

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What is the role and responsibilities of Governors?

Being a member of the governing body of a public body such as the University requires Governors to conduct themselves at all times in accordance with accepted standards of behaviour in public life which embrace selflessness, integrity, objectivity, accountability, openness, honesty and leadership.

Public service values are at the heart of the institution and Governors are expected to show high standards of personal and corporate conduct when in office. Governors owe a fiduciary duty to the University and must act honestly, diligently and protect the University's reputation and the trust and confidence of those with whom it deals. With this in mind, the University has adopted a Code of Conduct for Governors in order to make clear the standards of behaviour that are expected of them when in office and to assist them in fulfilling their role.

The Code of Conduct covers the following key areas:

  • Observing the principles laid down by the Committee on Standards in Public Life;
  • The general and statutory responsibilities of Governors;
  • Dealing with conflicts of interests and the declaration of such interests;
  • Dealing with the receipt of gifts and hospitality;
  • The collective responsibility of Governors;
  • Dealing with matters of a sensitive or confidential nature;
  • Attendance at meetings;
  • Potential breaches of the Code.

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How do I become a Governor?

The University has a number of vacancies on the Board of Governors and Committees each year and welcomes expressions of interests from people of all sections of the community who may be interested in becoming a Governor.

Details of current vacancies can be found on our Governor Vacancies Page.

Further information about the responsibilities of Governors and the selection process is available from the Clerk to the Board of Governors, Mr. Matt Challoner, Coventry University, Priory Street, Coventry CV1 5FB, telephone +44 (0) 24 7688 7030. Alternatively, you can email the Clerk at matthew.challoner@coventry.ac.uk.

 

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