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  • The structure of the Board of Governors

The structure of the Board of Governors and its sub-committees

The Board of Governors normally meets five times a year and has several committees. All of the committees are formally constituted with terms of reference and are chaired by an independent member of the board. They all report regularly to the board.

The Board of Governors is sensitive to risk management and its consideration permeates all of its deliberations. It receives regular and comprehensive financial and control reports from the senior management team and the Audit and Risk Assurance Committee. The emphasis is on obtaining the relevant degree of assurance and not merely reporting by exception.

Meetings of the Board of Governors and its committees are conducted in accordance with detailed standing orders by the board.

The current committees of the board are:

  • Finance and Infrastructure Committee
  • Audit and Risk Assurance Committee
  • Nominations Committee
  • Remuneration Committee

Finance and Infrastructure Committee

Recommends to the Board of Governors the university’s annual revenue and capital budgets and monitors performance in relation to the approved budgets. It meets at least four times a year. It has responsibility to make recommendations to the Board of Governors on the development and redevelopment of the university’s estate and on the financial implications of such development. It does not have any decision-making powers but is able to act on behalf of the Board of Governors on matters that have been delegated to it.

Audit and Risk Assurance Committee

Meets at least four times a year with the university’s external and internal auditors in attendance. The committee considers detailed reports from both auditors, together with recommendations for the improvement of the university’s systems of internal control and management’s responses and implementation plans. It also receives and considers reports from the OfS as they affect the university’s business, monitors adherence to the regulatory requirements and monitors the management of risk within the university. The committee has the authority to call for any information from university officers, from internal and external auditors and from others whom it considers necessary to consult in order to discharge its responsibilities.

Nominations Committee

Ensures that the membership of the Board of Governors is refreshed at appropriate times by individuals of appropriate experience and standing. As part of this process, governors may be asked from time to time to complete the Skills/Experience form set out at Appendix 2.

Remuneration Committee

Determines, on behalf of the board, the salaries, terms and conditions of the Vice-Chancellor, the Chief Operating Officer Registrar and Secretary, the members of University Executive Board, and all staff on individually negotiated salaries, and reviews sector good practice and appropriate benchmarks.

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