The Corporate and Academic Governance Framework incorporates the ‘separation of powers’ principle.
The rationale for the incorporation of this ‘separation of powers’ principle is to ensure there are effective checks and balances in place to safeguard academic standards and enhancement, and to minimise any potential for:
- A shareholder to exert undue influence over the directors and/or management (i.e. members of the Academic Committee)
- A potential conflict of interest to arise
The ‘separation of powers’ principle requires that there be a minority of investor directors on the Board. There shall also be a chair appointed from amongst the independent directors.
- An “independent director” is a person who is appointed as a director of the company, and who:
- is not engaged by the company in an employed or self-employed capacity;
- has never been an executive director of the company;
- has not been employed by the company within a 5-year period preceding the appointment;
- has not had a significant contractual relationship with the company within a 3-year period preceding the appointment;
- is not a shareholder of the company; and
- is not the family member of a shareholder of the company.
The maximum period of office of an independent director is four years, subject to the period being extended by a decision of the directors, acting on a recommendation of the Nominations and Governance Committee, for one further period of no more than four years. In exceptional circumstances (to be recommended by the Nominations and Governance Committee and subject to the approval of the Board), the directors may extend the period of office for a third term not exceeding four years, subject to the right of the directors to terminate the third term at any time should the directors deem that the exceptional circumstances no longer exist.
An “investor director” is a person who is appointed as a director of the company by ordinary resolution pursuant to Article 6.5.1(a) and who may (without limitation):
- have been an executive director of the company;
- have previously been employed by the company;
- have had a prior contractual relationship with the company;
- be a shareholder or former shareholder of the company; or
- be a family member of a shareholder of the company.
There is no maximum period of office of an investor director.
An independent non-executive director must have:
- practical expertise and/or academic expertise, and there must be at least one with senior practical expertise and one with senior academic expertise;
- a positive commitment to embrace and comply with the Core Values set out in the Committee of University Chairs ‘The Higher Education Code of Governance’[6];
- a positive commitment to embrace and comply with the company’s purpose and values; and
- a positive commitment to embrace and comply with the company’s Equality, Diversity and Inclusion Policy.
The Chair of a directors’ meeting (i.e. a meeting of the Board of Directors) or of a committee established by the directors (with the exception of the Academic Committee, and the Equality, Diversity and Inclusion Committee) shall be an independent director.
The Chair of the Academic Committee shall be the Principal.
The Chair of the Equality, Diversity and Inclusion Committee shall be the Head of Governance and Company Secretary.
The following shall be permitted to attend directors’ meetings (i.e. a meeting of the Board of Directors) and observe (but not participate in) discussions relating to open items of business (as determined by the Board):
- two elected members of staff (who shall not be members of the Strategic Leadership Team (SLT) or the Senior Management Team (SMT)); and
- two student representatives.
The Academic Committee shall have the power to pass an ‘advisory’ vote of no confidence in the Principal. If exercised, the directors shall give due regard to such vote, provided a majority of the external academic advisors of the Academic Committee[8] have voted in favour of such vote.
Footnotes
[6] Committee of University Chairs, ‘The Higher Education Code of Governance’ (2020). See: www.universitychairs.ac.uk
[8] The external academic advisors can only cast a vote if present at the meeting. The majority is determined in accordance with the number of external academic advisors who have the right to attend and vote.