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Entrenched provisions of the Articles of Association

Some provisions of the Articles have been entrenched to provide for, inter alia, the following:

  • The incorporation and application of the ‘separation of powers’ principle
  • The duty to adopt, amend and apply the Corporate and Academic Governance Framework
  • The explicit incorporation and application of the fourth primary element of the CUC ‘The Higher Education Code of Governance’ to ensure the Board of Directors (i.e. the governing body) receives an assurance from the Academic Committee that academic governance is effective

Normally, the Articles can be amended by a special resolution of the shareholders.  However, some provisions of the Articles have been entrenched.  This entrenchment prevents the shareholders from unilaterally amending the Articles.  The entrenched provisions of the Articles can only be amended if a special procedure is 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

Full details of the entrenched provisions of the Articles are included in Section 1.4 of the Corporate and Academic Governance Framework.

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