Governing Body of Canterbury Christ Church University

Initial Working Group on Governor Effectiveness

Memo and Articles of Association 2008

WORKING GROUP ON GOVERNOR EFFECTIVENESS: SUMMARY OF THE FINAL REPORT - NOVEMBER 2004

1 Activities of the Working Group

1.1 The Chairman's Committee established the Working Group on Governor Effectiveness on 24 June 2003. The terms of reference were to advise on establishing a Governor-led review of the means by which the Governing Body can satisfy itself:

(a) on the Governing Body's own effectiveness; and

(b) on the effectiveness of the institution.

1.2 The membership of the Governor Effectiveness Working Group was Mr Rupert Bristow (Chairman), Prof Christopher Bounds, Mr Peter Hermitage and Prof John Todd.

1.3 The initial impetus for such a review emanated from Recommendation 57 of the Dearing Report Higher Education in a Learning Society (HMSO, 1997) that governing bodies of higher education institutions should periodically undertake such reviews. More recently, the Lambert Review of Business-University Collaboration (HM Treasury, 2003) reinforced the importance of higher education institution governing bodies satisfying themselves concerning their effectiveness. The Working Group also took account of the guidance of the Committee of University Chairmen (CUC) Guide for Members of Governing Bodies of Universities and Colleges in England, Wales and Northern Ireland (Hefce Guide 01/20, 2001).

1.4 Part of the Governing Body Away Day on 22 June 2001 was devoted to identifying issues for a review of Governing Body effectiveness. The Working Group sought to build on this undertaking.

1.5 The Working Group met on five occasions. As part of the work, the Working Group organized a conference on Governor Effectiveness for the Governing Body on 5 October 2004, at which it presented its Interim Report, and undertook a survey of the views of individual Governors.

1.6 In its deliberations, the Working Group concentrated on reviewing, and making recommendations on, the framework for securing the effectiveness of the Governing Body. At various points, the Working Group addressed the issue of reviewing the effectiveness of the University. The proposed framework seeks to establish a formal means of reviewing the effectiveness of the institution.

1.7 The Pro-Chancellor, the Vice Chancellor and the Clerk to the Governing Body did not participate in the discussions of the Working Group.

2 Conclusions of the Working Group

2.1 Governor Effectiveness should be viewed in the context of both the voluntary nature of governance, together with the work of the Governing Body, its Committees, membership of appeals panels and working groups, and the contribution of individual Governors.

2.2 The Working Definition of Governor Effectiveness is:

Governors will be effective when they contribute proactively to the development and delivery of the University's mission through the process of governance.

2.3 This Working Definition is given substance through the articulation of the Objectives of Governance, which takes account of both the external regulatory context and the characteristics of the University expressed in its Instruments and Articles of Government. This is summarised in a Model of Governance that articulates in practical terms the nature of governance for the University (Figure 1).

2.4 There are two main elements to assuring Governor Effectiveness

2.4.1 The means of holding officers to account for the quality of provision by, and the outcomes of, the institution, together with the processes that support those achievements.

2.4.2 The contribution made to the strategic direction of the work, and the means of improvement and development, of the institution, together with the involvement in strategic problem solving. This includes consideration of the means of monitoring the delivery of the strategic plan through existing meetings. This aspect of governance needs to be distinguished from the responsibilities of the Vice Chancellor and senior managers in their strategic management functions, because the distinction between management and governance is of fundamental importance.

2.5 Within these two main elements, there are issues bearing on Governor Effectiveness that warranted ongoing review:

2.5.1 the contribution made by Governors to key processes, such as senior appointments, appeals, and complaints

2.5.2 succession planning, as Governors come to the end of their committee assignments or terms of office

2.5.3 ensuring the academic provision of the University

2.5.4 reviewing the academic outcomes of the University, and the way this is assured

2.5.5 the interface with academics

2.5.6 Governors responding to the wider community

2.5.7 the use of outsiders employed by the Governing Body, such as auditors

2.5.8 maintaining a balance between oversight, holding officers to account and providing strategic direction for the University

2.5.9 Governor contribution to the process of determining the agenda of the various meetings

2.5.10 the Chairman's Committee in bringing together the Pro-Chancellor's role in leading the Governors and the Vice Chancellor's role in leading the institution

2.5.11 the role of Governors as set out in the Instruments of Government

2.6 In reviewing Governor Effectiveness, the arrangements need to take account of the following:

2.6.1 Governors and managers have parallel functions. The Pro-Chancellor undertakes the leadership of the Governors, while the Vice Chancellor undertakes the leadership of the Senior Management Team and the staff of the University.

2.6.2 Providing a means by which it is possible for Governors to exercise their accountability to stakeholders.

2.6.3 The importance of ensuring there is an appropriate mix of Governor expertise on the Governing Body.

2.6.4 The need to ensure a suitable range of performance reports available to the Governing Body.

2.6.5 The importance of the Governing Body satisfying itself there is an appropriate mechanism for identifying and managing risk within the University.

2.7 In securing Governor Effectiveness, the Governing Body needs to develop measures of effectiveness in relation to:

2.7.2 the making of senior appointments

2.7.3 self-review when something did not go as expected

2.7.4 a Governor development programme

2.7.5 the contribution of Governors to the process of Governance

2.8 The Governing Body should ensure there is, within the existing structure, the means of securing a review of effectiveness through:

2.8.1 establishing the means of managing the process of reviewing Governor Effectiveness

2.8.2 charging the Chairman's Committee with responsibility for oversight of Governor effectiveness

Governors’ responsibilities

The Pro-Chancellor

  • Leads the Board.
  • Performance manages the Vice Chancellor through appraisal and (with Remuneration Committee) his pay.
  • Acts under delegated authority.
  • Encourages and supports the Vice Chancellor. Acts as a “sounding board”.

Overlap of Responsibilities

  • Setting the strategic Direction
  • Representing the University
  • Accepting responsibility for effectiveness
  • Accepting responsibility for the budget
  • Dealing with Stakeholders

Executive responsibilities

The Vice Chancellor

  • Leads the organisation
  • Answers to the Pro-Chancellor and the Governors
  • Acts under explicit delegations
  • Maintains communication with Governors both individually and collectively
  • With the SMT develops the strategic approach
The Governors
  • Hold the executive to account at full Governors’ meetings.
  • Examine detail in Sub Committees and report back to the full Governors’ meeting as part of the process of holding to account.
  • Bring specialist expertise that can both assist the executive and be used to test their decision-making.
  • Bring independent view to senior appointments.
  • Fulfil appeals role in HR processes.
   The Executive Team (SMT)
  • Ensure delivery of the College’s mission
  • With the Vice Chancellor develops the strategic approach of CCCU
  • Individually carry out specific responsibilities determined by the Vice Chancellor.
Challenges
  • How do Governors demonstrate their own effectiveness?
  • How is the balance maintained between “over governance” and over reliance on the executive? (Trust being at the centre of this debate)
  • Is there a need for more systematic monitoring of day-to-day activities? (e.g. regular visits to departments)
  • How do we ensure succession?
  • How do we develop Governors?

 

 Challenges
  • Are Governors doing enough in these areas?
  • Should stakeholder management be more systemised?
  • Are performance reports to both the Executive and the Governors sufficiently detailed?

Challenges

  • How does the SMT and members of CCCUC staff view the effectiveness of the Governors?
  • What answers do they give to the questions in other columns?
Figure 1 Model of Governance at Canterbury Christ Church University

3 Recommendations of the Working Group

3.1 The Working Group makes the following recommendations.

3.1.1 The Governing Body should adopt the Working Definition of Governor Effectiveness, Objectives of Governance and the Model of Governance as the framework within which ongoing reviews of effectiveness take place. To this end, Governing Body would make this framework available, as an aide memoire, for all Governors, and this would inform the work of the Governing Body and its committees, together with the other work Governors undertake.

3.1.2 The Governing Body should charge the Chairman's Committee with the responsibility of being the Nominations Committee. This would give the Chairman's Committee the responsibility for developing a policy on the appointment of new Governors to ensure there is an appropriate balance of expertise, on succession planning, visits to Faculties and Departments, and undertaking specific investigations on behalf of the Governing Body.

3.1.3 The Governing Body should charge the Chairman's Committee with reviewing periodically the terms of reference of all Governor Committees, together with membership of committees. Chairmen of committees should give an account to the Chairman's Committee of the effectiveness of the work of their committees, including the generation of evidence for audit. There should be a rolling programme of review of the effectiveness of committees by the Chairman's Committee.

3.1.4 The Governing Body should charge the Chairman's Committee with responsibility for the oversight of Governor Effectiveness. This should be managed through a Governor Effectiveness Management Group, appointed by the Chairman's Committee and consisting of Governors who are not members of the Chairman's Committee or members of the Audit Committee.

3.1.5 The Governing Body should consider reviewing the effectiveness of the contribution by Governors following a significant event, for instance a senior appointment, the conclusion of the activities of a working group, the hearing of an appeal or complaint, or a substantial deviation from plans for major projects. This would be through a process of 'dip testing', so that a review of effectiveness need not take place on every occasion. In addition, one or more Governors might investigate specific areas of activity at the invitation of the Chairman's Committee, and be given an opportunity to report on the findings of the investigation. Such reviews might include aspects of the student experience and the Church dimension. Wherever possible, any review should make use of existing material.

3.1.6 The Governing Body should consider issuing an annual statement on how it reviewed its own effectiveness and that of the University, and how to communicate this statement to stakeholders. In addition, it should consider the means by which Governors can undertake an ambassadorial role in relation to their activities.

3.1.7 The Governing Body, through the Chairman's Committee, should review periodically the performance reports received, together with their effectiveness. The Chairman's Committee should consider the feasibility of establishing a timetable of the key Governing Body decisions including those required externally as well as internally.

3.1.8 The Governing Body should establish a systematic means of securing the development of its members, particularly in relation to key functions such as making appointments, and hearing appeals and complaints. Such Governor development should have a personal as well as a corporate dimension. Selective members of the Governing Body might be invited to keep a diary of involvement to inform the nature of the experience of Governance and assist the development of Governors.

3.1.9 The Governing Body should develop the means to satisfy itself on the development and quality of academic provision. This is achievable through a systematic system of Faculty and Support Department visits, including contact with staff and students, by a core group of Governors who have the opportunity to report to the Governing Body, and through inviting presentations from Deans of Faculties and their colleagues.

3.1.10 The Pro-Chancellor and Deputy Pro-Chancellor should work together to develop a means to enable a review of the Pro-Chancellor's effectiveness.