The Corporate and Academic Governance Framework incorporates the ‘separation of powers’ principle. This principle is also entrenched within the company’s Articles.
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:
The ‘separation of powers’ principle comprises the following elements:
The following persons shall be excluded from (i) being appointed as a director, (ii) being appointed as the Company Secretary, (iii) being engaged by the company in a position that confers membership of the company’s Senior Management and Leadership Team (including the Secretary), or (iv) acting as Chair of a shareholders’ meeting:
The total number of directors who are engaged by the company in an employed or self-employed capacity shall be less than the total number of directors who are independent non-executive directors.
An “independent non-executive director” is a person who is appointed as a director of the company, and who:
The maximum period of office of an independent non-executive director is four years, subject to the period being extended by a decision of the directors, acting on a recommendation of the Nominations Committee, for one further period of no more than four years.
[Regulations 1, 48 and 50]
An independent non-executive director must have:
[Regulations 44 and 49]
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 not be:
The Chair of the Academic Committee shall be the Managing Director and Academic Principal.
The Chair of the Equality, Diversity and Inclusion Committee shall be the Head of Equality, Diversity and Inclusion.
The following shall be permitted to attend directors’ meetings (i.e. a meeting of the Board of Directors) and participate in discussions:
Before making any decision, the Chair shall invite representations to be made by the representatives attending the directors’ meeting, and the directors shall have due regard to such representations when making a decision.
[Regulations 41 and 42]
The Academic Committee shall have the power to pass an ‘advisory’ vote of no confidence in the Managing Director. If exercised, the directors shall give due regard to such vote, provided a majority of the external academic advisors of the Academic Committee have voted in favour of such vote.
 Defined by the Nolan Committee as selflessness, integrity, objectivity, accountability, openness, honest and leadership. See: www.gov.uk/government/publications/the-7-principles-of-public-life
 The external academic advisors shall include any external academic advisors from our university partner(s). 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.