Table comparing the HE Code of Governance and the University's arrangements

This page sets out the differences between the University's governance arrangements and The Higher Education Code of Governance, published by the Committee of University Chairs (CUC) in September 2020 (HE Code). The higher education regulatory body for England, the Office for Students (OfS), monitors the University’s compliance with applicable public interest governance principles as part of the conditions of registration as a higher education provider.

The HE Code sets out the six values at the heart of HE delivery which, together with the Nolan Principles of Public Life, provide an ethical framework for the behaviour of governors and boards, The University and its trustees embrace these values and principles.

The HE Code is then arranged under Six Key Elements of Higher Education Governance (Elements), each of which is explained in detail, with a description of how compliance with the Element should or could be achieved.

Oxford’s governance reflects the general principles of the HE Code and is consistent with most, although not all, of the specific guidelines. The table below sets out where Oxford’s arrangements differ from the HE Code, setting out the alternative arrangements that are in place.

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HE Code Element 1: The governing body is collectively responsible and accountable for institutional activities, approving all final decisions on matters of fundamental concern within its remit.

Oxford X: Council’s decision is final unless Congregation exercises its power to intervene to oppose or amend that decision.
 

HE Code 1.4 All members of the governing body (including students and staff members) share the same legal responsibilities and obligations as other members, so no one can be routinely excluded from discussions.

Oxford √X: Oxford’s Council includes members of academic staff; they have the same responsibilities and obligations as the other members. Under Statute VI, three student representatives and a representative of the early career research staff are also entitled to attend and observe meetings for unreserved business, but are not members of Council.

HE Code 1.6 There needs to be a clear separation of roles and responsibilities between the Executive and the governing body with delegated authorities to the Head of Institution (HoI) and any committees that exist.

Oxford √X: The University’s structure, with Congregation as the sovereign body, ensures that broad oversight is provided in respect of all significant governing body decisions. This structure also means that the University does not have a governing body consisting of a majority of external members, and therefore the clear separation of roles envisaged in the Code is not applicable. For example, under the University’s legislation, the Vice-Chancellor is the chair of Council, the Heads of Division are ex-officio members of Council, and Council may (and does) appoint a Pro-Vice-Chancellor with executive responsibilities as its internal Deputy Chair. In addition, a significant proportion of the members of Council are elected members of Congregation. However, the University’s statutes and regulations define the responsibilities of Council on the one part and those of individual office holders (some of whom are also members of Council) on the other, and so maintain the separation of responsibilities.
 

HE Code 3.4 If an individual member of the governing body has a view that is not consistent with the collective view of the governing body, they should abide by the principle of collective decision making and avoid putting specific interests or personal views before those of the institution. Individually they must not make any agreement for which they do not have authority. Breaches must be taken very seriously and be dealt with in accordance with the institution’s governing documents, which should include a Code of Conduct.

Oxford √X: Oxford’s Council is compliant with this save that it has no formal Code of Conduct. However, the running of Council, including provisions for the termination of membership, are set out in the University’s legislation (Statute VI).
 

HE Code 5.8 The governing body also needs to consider the benefits of appointing a Senior Independent Governor (SIG) or equivalent role and explain the rationale for decisions made in this regard. Their role is seen in other sectors as an important aid to good governance; to help advise the Chair, to be an intermediary for other Board members and to help facilitate an annual appraisal of the Chair. The role of the SIG is different to the Deputy Chair, who should be part of the leadership of the Board and deputise for the Chair as well as take on specific duties which are assigned to them. The SIG should be a voice and a sounding board for other governors to sense-check the effectiveness of the governance arrangements, and to formally lead the appraisal of the Chair (and the Deputy Chair).

Oxford X: Council has not yet considered the appointment of a SIG. Aspects of the envisaged role are undertaken respectively by the Chancellor, the Proctors and Assessor, the external members of Council.
 

HE Code 5.11 In making decisions about terms of office, the governing body needs to ensure there is a planned and progressive refreshing of membership – this includes evaluating the performance of governing body members. The terms of office for governing body members should not be more than nine years (either two terms of four years or three terms of three years) unless there is exceptional justification. This is in line with other Codes and recommended practice.

Oxford √X: Oxford’s Council is compliant with this save that it has no formal performance evaluation. The Heads of Division are the only members of Council who ex officio are reviewed prior to the renewal of their term of office; otherwise, for elected members, it is a matter for the electorate should they choose to stand for a second term. There are provisions in the University’s legislation (Statute VI) for termination of membership for various reasons should that be needed.
 

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Email: council.sec@admin.ox.ac.uk

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