Corporate Governance is a system by which organisations are directed, managed and controlled. It is the process by which the University's objectives are established, achieved and monitored. Corporate Governance is concerned with the relationships and responsibilities between the Board of Governors, the Vice-Chancellor, the Academic Board and relevant stakeholders within a legal and regulatory framework.
The HEC's composition and powers are defined by an Instrument of Government. The manner in which the HEC conducts its business is prescribed by the Articles of Government. Both documents are subject to approval by the Privy Council on the advice of the Secretary of State for the Department for Business Innovation & Skills.
Bath Spa University conducts its business in accordance with the principles identified by the Committee on Standards in Public Life (originally the Nolan Committee). These are: selflessness, integrity, objectivity, accountability, openness, honesty and leadership. The University also acknowledges and responds appropriately to the Guide for Members of Higher Education Governing Bodies in the UK.
Instrument of Government
The Instrument of Government determines the size and membership of the Board of Governors, arrangements for appointment to it as well as the name of the institution.
Articles of Government
The Articles of Government determine the manner in which the University shall be conducted and the respective functions to be exercised by three elements of the governance structure.
The Articles also regulate the constitution and functions of committees of the Board of Governors and those of the Academic Board and provide for the delegation of powers to such committees, the Chair of Governors and the Vice-Chancellor. They outline procedures for meetings of the Board of Governors and its committees and meetings of the Academic Board. The Articles also define the appointment and functions of the Clerk to the Board of Governors which are independent of the University's Executive.
Board of Governors
The Board of Governors is responsible for:
- the determination of the educational character and mission of the University and for oversight of its activities
- the effective and efficient use of resources, the solvency of the University and the Higher Education Corporation and for safeguarding their assets
- approving annual estimates of income and expenditure
- the appointment, assessment, appraisal, grading, suspension, dismissal and determination of the pay and conditions of service of the holders of senior posts
- setting a framework for the pay and conditions of service of all other staff
The Board of Governors has also adopted a Statement of Primary Responsibilities (.docx).
In November 2004 the Committee of University Chairmen (CUC) published the "Guide for Members of Higher Education Governing Bodies in the UK" (the "CUC Guide"). This document identified issues which CUC regarded as being important to the HE sector in terms of good governance including for example, recommended best practice, HEFCE requirements and ensuring transparency and due process in all governance related matters.
Pursuant to this report, in October 2005 the Board endorsed 15 recommendations for action related to governance matters (Paper G502 (.doc)), including a recommendation to undertake an effective review of the Governing Body.
The report on the outcome of the effectiveness review (Paper G527 (.doc)) was endorsed by the Board in June 2006 (minute ref: 06/56). In accordance with proper procedures a second review was effected in 2010 / 11 and the outcomes reported to both the Board (Paper G697) and the Nominations Committee. Another review will be carried out in 2016.
Subject to the responsibilities of the Board of Governors, the Vice-Chancellor is the Chief Executive Officer of the University and is responsible for:
- making proposals to the Board of Governors about the educational character and mission of the University and for implementing the decisions of the Board of Governors
- the organisation, direction, management and structure of the University and leadership of the staff
- the appointment, assignment, grading, appraisal, suspension, dismissal and determination - within the framework set by the Board of Governors of the pay and conditions of service of staff other than the holders of senior posts
- the determination, after consultation with the Academic Board, of the University's academic activities and for the determination of its other activities
- preparing annual estimates of income and expenditure, for consideration by the Board of Governors, and for the management of budget and resources, within estimates approved by the Board of Governors
- the maintenance of student discipline and, within the rules and procedures provided for within the Articles, for the suspension or expulsion of students on disciplinary grounds and for implementing decisions to expel students for academic reasons
Subject to provisions of the Articles, to the overall responsibility of the Board of Governors and to the responsibilities of the Vice-Chancellor, the Academic Board is responsible for:
- general issues relating to the research, scholarship, teaching and courses at the University, including criteria for the admission of students, the appointment and removal of internal and external examiners, policy & procedures for assessment and examination of the academic performance of students, the content of the curriculum, academic standards and the validation and review of courses, the procedures for the award of qualifications and honorary academic titles, and the procedures for the expulsion of students for academic reasons. Such responsibilities are subject to requirements of validating and accrediting bodies where appropriate
- considering the development of the academic activities of the University and the resources needed to support them and for advising the Vice-Chancellor and the Board of Governors thereon
- advising on such matters as the Board of Governors or the Vice-Chancellor may refer to the Academic Board.
Holders of Senior Posts
The holders of senior posts are the Vice-Chancellor, the Clerk to the Board of Governors and the Deputy Vice-Chancellors.
Clerk to the Board of Governors
The Clerk to the Board of Governors is a formal office independent of the Executive and responsible to the Board for advice on all matters relating to Corporate Governance and the Board's processes and procedures. In common with the majority of universities, the post is currently held by a senior member of staff and combined with senior executive responsibilities.
The Clerk's appointment and duties are approved by the Board of Governors and set out in a Specification of Clerkship Duties (.doc).
The Board of Governors meet in February, April, June and November each year and publishes a Schedule of Meetings (.pdf) two years in advance. Much of the Board's work is supported by standing committees with delegated powers. These include:
- Policy & Resources Committee (.doc)
- Audit Committee (.pdf)
- Remuneration Committee (.doc)
- Nominations Committee (.pdf)
The Board also establishes on an ad hoc basis, an Appeals Committee. The composition of this committee is delegated to the Clerk in order to meet timescales prescribed by the University's disciplinary procedures.
Independent Members of the Board form a Committee of Independent Members (.doc) as and when required by the Instrument of Government to make appointments to vacancies for Independent members.