Corporate governance arrangements
Regulation 9 of the Articles provides that the Board of Directors is unambiguously and collectively responsible and accountable for the company’s activities, and collectively takes all final decisions on matters of fundamental concern within its remit. Subject to this, Regulation 10 of the Articles provides that the directors may delegate any of their powers to management (i.e. to the executive directors and other members of the Strategic Leadership Team (SLT) and the Senior Management Team (SMT)).
Section 2.3.1 of the Corporate and Academic Governance Framework sets out the powers that have been delegated to management.
With regards to corporate governance, and in accordance with Regulation 15 of the Articles, the Board of Directors has established the following committees:
- Audit Committee
- Nominations Committee
- Remuneration Committee
- Equality, Diversity and Inclusion Committee
The membership and Terms of Reference for each of these committees are set out in Sections 2.2.15, 2.2.16, 2.2.17 and 4.1 of the Corporate and Academic Governance Framework.
To ensure the independence of the Audit Committee, in accordance with Regulation 15 of the Articles, the company’s executive directors are excluded from its membership.
The Audit Committee has established an internal audit function to be undertaken by a different firm of accountants to that which undertakes the external audit function.
With regards to the Remuneration Committee, Section 2.2.17 of the Corporate and Academic Governance Framework excludes the executive directors from its membership.
Powers delegated to management
In accordance with Regulation 10 of the Articles, the directors may delegate powers to the Managing Director and Academic Principal, any other executive director, and the Senior Management and Leadership Team (SMLT).
Section 2.3.2 of the Corporate and Academic Governance Framework sets out the powers that have been delegated to management.