The CUC has just published its revised Higher Education Code of Governance.
The Code recognises institutional autonomy and the diversity of the HE sector, and therefore asks institutions to “apply the Code or explain”.
This means that institutions can apply certain elements and explain why other elements are not appropriate. The Code notes that Governing Bodies will need to consider “how best to communicate to stakeholders the extent of their compliance with the Code”, probably through their Financial Statements.
Often a regular external governance review helps to consider compliance, but given a new focus on developing good governance and stakeholder engagement, institutions may want to also consider whether an ongoing governance improvement plan for their institution would assist.
The Code identifies six primary elements that“embody the core values, assist in delivering the objectives and provide the basis of good governance”. It is interesting that after a decade or so when many universities struggled with their Courts and often disbanded them, that the Code concurs with the Camm report in Wales and highlights as one of its six primary elements:“Engagement – Governing Bodies understand the various stakeholders (especially staff and students) of the institution globally, nationally and locally and are assured that appropriate and meaningful engagement takes place to allow stakeholder views to be considered and reflected in relevant decision-making processes”.
Given the diversity of the HE Sector, the new sub-principles below the primary elements are, perhaps inevitably, a mix of the low bar, general and more demanding requirements. The principle of “Effectiveness” includes:
- the low bar - cover for the absence of a Chair and fit and proper person checks,
- general -“The governing body will also need to consider having a sub-committee structure which supports its effective operation, with specific consideration being given to Audit, Finance, and Nominations committees”,
- more demanding - “the governing body needs to focus on strategic risks and emerging opportunities for the institution”. “An effective governing body has a culture where all members can question intelligently, debate constructively, challenge rigorously, decide dispassionately and be sensitive to the views of others both inside and outside governing bodies meetings” and the Governing Body“also receives assurance that the prevalent behaviours in the institution are consistent with its articulated values”.
The most important question is how helpful the Code is for institutions. While it is right that the Code is brief and principles-based, it would be helpful if it were be supported by a small number of well-judged, high profile best practice materials. The Code helpfully notes that “the CUC will collaborate with other organisations to provide more detailed advice on implementation in due course”.
Some ideas as to what Institutions might find useful include:
• help in defining an Institutional Governance Maturity Framework so that in terms of best practice an institution can plot where it sits currently and what it might then target as improvement priorities. It should be possible to sensibly plot in such a framework the behaviours and evidence of where an institution might be a failing institution, where it would be high-performing and the intermediate stages.
• defining for each of the 6 principles what might constitute the bar, what would be good practice and what would be excellent.
There is a higher-level question as to whether the Code helps restore confidence in HE Governance. A HEPI blog from John Rushforth, the executive secretary of CUC, sets out reasons for publishing the Code including “to protect the reputation of the sector”. My view is that it helps do this, but it alone is not enough.
Although the Government has been very reliant on universities during the pandemic for research, testing and helping it recover from its examinations embarrassment, it still seems to have very little to positive to say about universities. Also, the press has, in recent years, inevitably focused on a range of negative issues including Vice-Chancellor and senior officer remuneration. Given previous university governance failures it is clear that more needs to be done.
In my last blog, I noted the excellent initiative in Wales with the publication of a Governance Charter for Universities in Wales agreed by all the Chairs and Vice-Chancellors. This is not a Code of Governance; Universities in Wales will continue to adhere to the CUC Code of Governance. “It is a series of commitments to take steps to improve governance and to adopt best practice both from within and outside the sector; it also commits the institutions to report on progress made”.
There is also an accompanying document Commitment to Action which sets out the agreed actions and lead players following on from the Charter. Each university will report on progress on implementation in their annual reports and HEFCW will report on sector progress.
Finally, the timing of publication of the Code comes at a difficult time for Governing Bodies. The pandemic has moved them from a world of ‘normal’, where this Code obviously fits, to a world of crisis requiring regular virtual operational Governing Body meetings. This looks set to continue for some time and it will be interesting to see if and how institutions will react to the new Code. The Welsh Funding Council (HEFCW) has recognised that implementation of its initiative will have to be delayed.
Frank Toop is a Consulting Fellow for Halpin, the home of experts in higher education governance.