Revised Version – Approved by Council 03/12/12

SwanseaUniversity

Council

Code of Practice

September 2013Contents

Section Page

1.Introduction3

2.Authority, Powers and Duties of the Council4

3.Statement of the Primary Responsibilities of the Council 6

4.Role Description for Members of the Council7

5.Key Duties, Responsibilities and Liabilities of Council Members10

6.Standards in Public Life13

7.The Constitution of the Council14

8.University Officer and Roles15

9.Meetings of the Council16

10.Training and Induction Activities17

11.Effectiveness and Performance Reviews17

Appendices

The CUC Governance Code of Practice18

Charity Commission Status - Trustee duties at a glance 22

Scheme of Delegation23

1.Introduction

The Council of Swansea University recognises and aims to adhere to the voluntary Governance Code of Practice published by the Committee of University Chairs (CUC) in 2009(see Appendix I).

This document outlines the ways in which the Council of Swansea University addresses the CUC’s voluntary Code.

A comprehensive Reference File has been produced for the members of the Council of Swansea University, of which this document forms a part.

2.Authority, Powers and Duties of the Council

The authority, powers and duties of the Council are defined in the University’s Supplemental Charter and Statutes.

Supplemental Charter 2007 – Article 12

There shall be a Council of SwanseaUniversity which shall be the governing body of the University.

Statute 5.5 – Powers and Duties of the Council

5.2.1 Save as otherwise expressly delegated in the Charter and the Statutes, the Council shall have the authority to exercise all powers which are conferred upon the University by the Charter, Statutes and Ordinances, and to carry these into effect.

5.2.2 The following powers and duties shall be discharged direct by the Council and may not be delegated:

(i) To act as the governing body of the University.

(ii) In accordance with Article 18 of the Charter, to add to or amend the Charter of the University.

(iii) In accordance with Article 19 of the Charter, to make, add to, amend or repeal the Statutes of the University.

(iv) To make, add to, amend or repeal the Ordinances of the University, provided such Ordinances shall not be repugnant to the provisions of the Charter or the Statutes.

(v) To appoint the Chancellor, the Pro-Chancellors and the Treasurer.

(vi) To govern and regulate the finances, accounts, investments, property, business and affairs of the University, and for that purpose to appoint Bankers and any other administrative officers or agents whom it may seem expedient to appoint.

(vii) To approve the borrowing of money on behalf of the University and for that purpose, if the Council thinks fit, to mortgage or exchange or charge all or any part of the property of the University whether real or personal, and to give such other security, whether upon real or personal property or otherwise, as the Council may think fit.

(viii) To act as trustees for any property, legacy, endowment, bequest or gift in support of the objects of the University.

(ix) To approve the sale, purchase, exchange, lease and acceptance of leases of real and personal property on behalf of the University.

(x) To approve the annual financial statements submitted to the Court for information, and for wider public dissemination.

(xi) To appoint the auditor or auditors to audit the financial statements and other accounts of the University.

(xii)To ensure the estate is adequate for the discharge of the objects of the University and to approve any estates strategy.

(xiii) To approve the Strategic Plans of the University.

(xiv) To monitor the performance and progress of the University and to require issues raised by such monitoring to be addressed.

(xv) To make final decisions on strategic policy matters relating to staffing and employment.

(xvi) To establish a Committee of Selection for the office of Vice-Chancellor, to appoint the Vice-Chancellor and to appoint the Pro-Vice-Chancellors, the Heads of Schools and the Heads of unitary Departments.

(xvii) To review, refer back, control, amend or disallow any act of the Senate and to give directions to the Senate.

(xviii) To select a Seal and Arms for Swansea University, and to oversee the custody and use of the Seal.

(xix) To determine the overall organisational structure of the University.

(xx) To approve the constitution of the Students’ Union and, so far as is reasonably practicable, to ensure that the Students’ Union operates in a fair and democratic manner and is accountable for its finances.

5.2.3 Subject to Statute 5.2.2, the Council shall have the authority to delegate powers and duties:

(i) to the Vice-Chancellor, as chief executive, for the academic, corporate, financial, estate and personnel management of the University;

(ii) to the Senate, as prescribed by Ordinance;

(iii) to the committees established by the Council, as prescribed by Ordinance and the terms of reference of those committees;

(iv) to the University Officers, as prescribed by Ordinance.

3.Statement of the Primary Responsibilities of the Council

In accordance with the recommendation of the Committee of University Chairmen, the following Statement of Primary Responsibilities has been adopted by the Council of Swansea University as a summary of its authority, powers and duties.

The Council of Swansea University is responsible for:

  • the governance of SwanseaUniversity;
  • discharging the powers of the University in accordance with the Supplemental Charter of 2007, the Statutes, Ordinances and Regulations.

In summary, the primary responsibilities of the Council are:

  • to approve the mission and strategic vision of the University, its financial strategies, annual budgets and key performance indicators (KPIs), and to ensure that these meet the interests of stakeholders;
  • to monitor institutional performance against plans and approved KPIs, which are, as far a possible, benchmarked against other, relevant institutions;
  • to ensure the establishment and monitoring of systems of control and accountability which appropriately address
  • financial management
  • internal and external audit
  • risk assessment
  • human resource management
  • equality of opportunity and diversity
  • the management of the University’s estate
  • health and safety obligations
  • the University’s obligations with regard to the Students’ Union.
  • to ensure that appropriate mechanisms and systems are in place to enable the Council to exercise its authority and to discharge its powers and duties effectively and fully in accordance with the recognized standards of corporate governance, as defined by the Committee of University Chairmen and other bodies.

4.Role Description for Members of the Council

The following role description summarises the duties and responsibilities of members of Council and is used by the Nominations Committee when seeking candidates to fill vacancies upon Council.

1.Membership

a) Members have a key role to play in ensuring that the necessary business of the Council is carried out efficiently, effectively, and in a manner appropriate for the proper conduct of public business. All members are able to make contributions to debate freely and to make their knowledge and expertise available to the Council as opportunity arises.

b) Members have a responsibility for ensuring that the Council acts in accordance with the instruments of governance of the University and with the University’s internal rules and regulations. They should seek advice from the Secretary in any case of uncertainty.

c) Members have collectively responsibility for the decisions reached by the Council. Members elected, nominated or appointed by particular constituencies may not act as if delegated by the group they represent, and should not be bound in any way by mandates given to them by others.

d)In order to avoid any potential significant conflicts of interest and duty (whether actual or apparent), members of the governing bodies of other universities / HEIs are not normally eligible for appointmentas co-opted members of the University Council.In those cases where members of the Council are also members of the governing bodies of other universities / HEIs, they will be required to confirm on an annual basis when updating their Declarations of Interests entries that they will not convey any information relating to the University or its activities to which they are privy by right of membership of the Council of Swansea University to the other universities / HEIs with which they are associated. In any meeting of Council, unless the majority of the rest of the Council, including the Chair, otherwise consents, they will absent themselves from all and any discussions which relate to such other universities / HEIs.”

2.Standards

a) Members have a responsibility to ensure that the Council conducts itself in accordance with accepted standards of behaviour in public life, which embrace selflessness, integrity, objectivity, accountability, openness, honesty and leadership. They are expected to regulate their personal conduct as members of the Council in accordance with these standards.

b) Members are expected to make a full and timely disclosure of personal interests to the Secretary in accordance with the procedures approved by the Council. They must, as soon as practicable, disclose any interest which they have in any matter under discussion and accept the ruling of the Chair in relation to the management of that situation. This is in order that the integrity of the business of the Council and its committees is both maintained and is seen to be maintained.

c) Since the University is a Charity, members have a responsibility for ensuring that the Council exercises efficient and effective use of the resources of the University for the furtherance of its charitable purposes, that the University maintains its long-term financial viability and safeguards its assets, and that proper mechanisms exist to ensure financial control and to prevent fraud.

3. The Business of the University

a) Members have a responsibility for ensuring that the Council exercises control over the strategic direction of the University and that the performance of the University is adequately assessed against the objectives which the Council has approved.

b) Members are encouraged to establish constructive and supportive working relationships with the University employees with whom they come into contact. However, members must recognise the proper separation between governance and executive management, and avoid involvement in the day-to-day executive management of the University.

c) Sections 1 and 2 above apply equally to the members of committees appointed by Council.

4. The External Role

a) Members may be asked to represent the Council and the University externally. They will be fully briefed by the University to enable them to carry out this role effectively.

b) Members may be asked to use personal influence and networking skills on behalf of the University (the ‘door-opening’ role).

c) Members may be asked to play a role in liaising between key stakeholders and the University, or in fund-raising. They will be fully briefed by the University to enable them to carry out this role effectively.

5. Personal

a) Members are expected to have a strong personal commitment to Higher Education and to the values, aims and objectives of the University.

b) Members are expected at all times to act fairly and impartially in the interests of the University as a whole, using independent judgement and maintaining confidentiality as appropriate.

c) Members are requested to give timely apologies to the relevant Committee Secretary if they are unable to attend meetings of Council or of the committees of Council of which they are members.

d) Members are expected to participate in procedures established by the Council for the regular review of the effectiveness of the Council and its individual members. Members are encouraged to participate in induction activities arranged by the University and in appropriate training events(such as those organised by the Leadership Foundation) which will be drawn to their attention by the Secretary.

e) The minimum time commitment required of members is 4 meetings of Council a year, each of which will be 2-3 hours long. Papers are likely to take a minimum of 2 hours to read and digest prior to each meeting.

f) Membership of the Council is not remunerated, but lay (i.e. non-University) members are encouraged to reclaim all travelling and similar expenses incurred in the course of Council business, via the Secretary. Directors and Officers Liability Insurance is in place.

g) Members shall be informed of the start date and duration of their membership terms by the Secretary.

6.Charity Commission status

a)As a result of the Charities Act 2006 the legal position of all universities in the UK changed and, as a consequence, Universities in Wales, whilst retaining their charitable status, were no longer exempt from registering with, and being regulated by, the Charity Commission. The University successfully registered as a charity with the Charity Commission in October 2010.

b)Whilst members of Council have always held responsibilities as trustees of an exempt charity, as a registered charity these responsibilities are now more prominent. A summary of the main duties and responsibilities of charity trustees taken from the Charity Commission’s publication “CC3 - The Essential Trustee: What you need to know” are set out in AppendixII below. A full copy of this publication including more detailed guidance is available on the Commission’s website at

5.Key Duties, Responsibilities and Liabilities of Council Members

(a)Each member of Council enjoys equal status, and carries equal responsibility and accountability with every other member whilst involved in Council business.

(b)Members of Council are NOT delegated. Members of Council whether elected by representative constituencies, the Council itself or serving ex-officio, should act as individuals according to conscience.

(c)Once Council has made a decision on an issue, Council members have a collective responsibility for that decision. Individual members may argue a particular point of view in a meeting, but the final decision is a collective one. The decision should then be owned and-if necessary- defended by each individual member.

(d)All members of Council exercise a fiduciary role and the normal incidents of a fiduciary obligation will apply. Members of Council thereby hold a position of trust, which includes a duty of confidentiality in relation to the University and must act for the benefit of the University. Members of Council may incur a personal liability to the University and/or third parties, if they sustain losses, as a result of a Council member's failure to act honestly, diligently or in good faith.

(e)PersonalLiabilities. The law relating to the personal liabilities of members of governing bodies is complex and its interpretation is ultimately a decision for the courts. When being called upon to make decisions, members of Council should:

  • act honestly, diligently and in good faith;
  • be satisfied that a course of action proposed is in accordance with the University’s articles of governance and its policies and procedures;
  • not bind the University to a course of action which it cannot carry out;
  • ensure that the University does not continue to operate if it is insolvent;
  • seek to persuade fellow members by open debate;
  • register dissent if they are concerned that a proposed action would be contrary to any of the above principles;
  • avoid putting themselves in a situation where there is actual or potential conflict between their interests and those of the institution.

If this advice is followed it is unlikely that personal liability could arise, particularly since the powers and responsibilities of Council are exercised in a collective manner and decisions made by formal resolution. The Charities Act 2006 has a particular focus on the role of the university governor as trustee, including exercising the public benefit test in decision making and protecting the charitable status of the institution.

The University has insurance provision which includes cover of the personal liabilities of members of Council when discharging their duties.

(f)Actions taken and decisions made as members of Council should always be taken in the best interests of the University.

(g)Members must display good faith whenever dealing with the business of the University, and must be scrupulous in avoiding participating in any business of the University which could confer financial gain or tangible benefits on the member, the member's immediate family or upon any business with which the member has a connection.

(h)Proceedings at Council meetings are confidential, and members must maintain that confidentiality in respect of all matters until they are placed in the public domain by the proper authority. Details of Council discussions should never be repeated outside the Chamber.

(i)Active participation by members in the decision making of Council is to be encouraged, and to this end members will be afforded adequate training and access to appropriate management and other information to enable them to be adequately briefed.

(j)Normally, statements to the media will be made by the Public Relations Office of the University. Council members should avoid speaking to the media about Council official business, unless they are authorised to do so.

(k) Members of Council requiring information that is not already in the public domain in order to fulfil their fiduciary duties and obligations as members of Council shall make application to the Secretary to Council. The application shall state clearly the information required and state briefly the purpose for which that information is required.

The Secretary to Council shall liaise with the Chair of Council over such requests. Where the Chair of Council agrees that the information shall be released, the Secretary to Council shall arrange for the information to be provided, normally, within ten working days.

If the Chair of Council decides that such information should not be provided then the response shall give full reasons for non-disclosure.

Appeals against non-disclosure decisions shall be submitted to the Chancellor who shall establish a panel of three members of Council (at least one of whom shall be a Lay Member of Council) to hear and decide upon the appeal. The Appeal Panel shall be provided with a copy of the request and evidence from the Chair of Council in support of the decision not to provide the requested information. The Panel shall give both parties the right to appear in person in which case both parties shall be present together.

The Decision of the Appeal Panel shall be final.

This regulation does not restrict or prevent members of Council from making formal statutory requests for information under the Freedom of Information Act, the Data Protection Act or other relevant legislations.