Amending the Articles and the Corporate and Academic Governance Framework

Amending the Articles

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:

  • Level 1 Entrenchment (in accordance with Regulation 148 of the Articles) – the Regulations specified in Regulation 148 can only be amended if (i) the Board of Directors decide by a majority vote to amend any of the specified Regulations, and (ii) the shareholders by special resolution ratify the decision of the Board of Directors
  • Level 2 Entrenchment (in accordance with Regulation 149 of the Articles) – in order to ensure academic integrity, the Regulations specified in Regulation 149, that are of direct concern to the Academic Committee, can only be amended if (i) the Board of Directors decide by a majority vote to amend any of the specified Regulations, (ii) the Academic Committee by a majority vote ratifies the decision of the Board of Directors, and (iii) the shareholders by special resolution ratify the decision of the Board of Directors

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.

The procedure for amending the entrenched provisions set out in Regulation 149 of the Articles

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:

  • If the Board of Directors decides by a majority vote to amend the entrenched provisions set out in Regulation 149 of the Articles, the Board of Directors will forward the following to the Academic Committee:
    • details of the amendments made to the entrenched provisions set out in Regulation 149 of the Articles
    • an assessment of the impact of such amendments on the academic governance arrangements included within Section 3 of the Corporate and Academic Governance Framework
  • If the Board of Directors decides by a majority vote that the amendments to the entrenched provisions set out in Regulation 149 of the Articles will not necessitate amendments to the academic governance arrangements included within Section 3 of the Corporate and Academic Governance Framework, the Academic Committee by a majority vote may ratify the decision of the Board of Directors to amend the entrenched provisions of the Articles
  • If the Board of Directors decides by a majority vote that the amendments to the entrenched provisions set out in Regulation 149 of the Articles will necessitate amendments to the academic governance arrangements included within Section 3 of the Corporate and Academic Governance Framework, the Board of Directors by a majority vote will also approve the necessary amendments to the Corporate and Academic Governance Framework, and the Academic Committee by a majority vote may ratify the decision of the Board of Directors to amend both the entrenched provisions of the Articles and Section 3 of the Corporate and Academic Governance Framework
  • The shareholders by special resolution are also required to ratify the decision of the Board of Directors to amend the entrenched provisions 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.

Amending the Corporate and Academic Governance Framework

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.

The procedure for amending the academic governance arrangements included within Section 3 of the Corporate and Academic Governance Framework

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:

  • If the Board of Directors decides by a majority vote to amend the academic governance arrangements included within Section 3 of the Corporate and Academic Governance Framework, the Board of Directors will forward the following to the Academic Committee:
    • details of the amendments made to the academic governance arrangements included within Section 3 of the Corporate and Academic Governance Framework
    • an assessment of the impact of such amendments on the entrenched provisions set out in Regulation 149 of the Articles
  • If the Board of Directors decides by a majority vote that the amendments to the academic governance arrangements included within Section 3 of the Corporate and Academic Governance Framework will not necessitate amendments to the entrenched provisions set out in Regulation 149 of the Articles, the Academic Committee by a majority vote may ratify the decision of the Board of Directors to amend Section 3 of the Corporate and Academic Governance Framework
  • If the Board of Directors decides by a majority vote that the amendments to the academic governance arrangements included within Section 3 of the Corporate and Academic Governance Framework will necessitate amendments to the entrenched provisions set out in Regulation 149 of the Articles, the Board of Directors by a majority vote will also approve the necessary amendments to such entrenched provisions of the Articles, and the Academic Committee by a majority vote may ratify the decision of the Board of Directors to amend both Section 3 of the Corporate and Academic Governance Framework and the entrenched provisions of the Articles
  • The shareholders by special resolution are also required to ratify the decision of the Board of Directors to amend the entrenched provisions 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 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.