Any amendments to the Articles require the shareholders’ approval by special resolution (in accordance with Regulation 147 of the Articles).
Some provisions of the Articles are entrenched, to ensure they cannot be amended solely by the shareholders. In order to amend these entrenched provisions, a different procedure has to be followed. There are two procedures:
There is an annual review of our corporate and academic governance arrangements. The Articles are reviewed once a year to ensure any recommendations made through this annual review are addressed, and also to ensure the Articles remain fit-for-purpose.
On its own initiative, the Academic Committee can propose amendments to the entrenched provisions set out in Regulation 149 of the Articles by making a recommendation to the Board of Directors.
These procedures must be followed if the Board of Directors proposes any amendments to the entrenched provisions set out in Regulation 149 of the Articles:
The above procedures ensure that the Academic Committee has an input into the decision of whether or not to make any amendments to the entrenched provisions set out in Regulation 149 of the Articles. The Academic Committee will therefore share responsibility with the Board of Directors to ensure that any amendments comply with the CUC Code of Governance and the Office for Students Regulatory Framework, Notices and Advice, and also that any necessary amendments to the academic governance arrangements included within Section 3 of the Corporate and Academic Governance Framework are also made at the same time.
If the Academic Committee does not by a majority vote ratify the amendments, a group will be convened which comprises members of the Board of Directors and the Academic Committee which shall include, inter alia, one external academic advisor of the Academic Committee and the President of the Student Guild. This group will seek to reach an agreement on the amendments to the entrenched provisions set out in Regulation 149 of the Articles (and, if applicable, any necessary amendments to the academic governance arrangements included within Section 3 of the Corporate and Academic Governance Framework). If the amendments are agreed, they will be formally agreed by the Board of Directors by a majority vote. Provided, subsequently, the Academic Committee by a majority vote ratifies the decision of the Board of Directors, the shareholders by special resolution shall ratify the decision of the Board of Directors to amend the entrenched provisions of the Articles.
In accordance with Regulation 140 of the Articles, the Corporate and Academic Governance Framework can only be amended if the directors decide by a majority vote to make such amendments. In addition, the academic governance arrangements included within Section 3 of the Corporate and Academic Governance Framework can only be amended if the Academic Committee by a majority vote ratifies the decision of the directors to make such amendments.
There is an annual review of our corporate and academic governance arrangements. The Corporate and Academic Governance Framework is reviewed once a year to ensure any recommendations made through this annual review are addressed, and also to ensure the Corporate and Academic Governance Framework remains fit-for-purpose.
On its own initiative, the Academic Committee can propose amendments to the academic governance arrangements included within Section 3 of the Corporate and Academic Governance Framework by making a recommendation to the Board of Directors.
These procedures must be followed if the Board of Directors proposes any amendments to the academic governance arrangements included within Section 3 of the Corporate and Academic Governance Framework:
The above procedures ensure that the Academic Committee has an input into the decision of whether or not to make any amendments to the academic governance arrangements included within Section 3 of the Corporate and Academic Governance Framework. The Academic Committee will share responsibility with the Board of Directors to ensure that any amendments comply with the CUC Code of Governance and the Office for Students Regulatory Framework, Notices and Advice, and also that any necessary amendments to the entrenched provisions set out in Regulation 149 of the Articles are also made at the same time.
If the Academic Committee does not by a majority vote ratify the amendments, a group will be convened which comprises members of the Board of Directors and the Academic Committee which shall include, inter alia, one external academic advisor of the Academic Committee and the President of the Student Guild. This group will seek to reach an agreement on the amendments to the academic governance arrangements included within Section 3 of the Corporate and Academic Governance Framework (and, if applicable, any necessary amendments to the entrenched provisions set out in Regulation 149 of the Articles). If the amendments are agreed, they will be formally agreed by the Board of Directors by a majority vote. Provided, subsequently, the Academic Committee by a majority vote ratifies the decision of the Board of Directors, the shareholders by special resolution shall, if applicable, ratify the decision of the Board of Directors to approve any amendments to the entrenched provisions of the Articles.