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From Compliance to Performance – The Changing Focus of Governance Reviews

by Frank Toop MBE | May 9, 2022 | Governance & Policy

Many universities are now preparing for their second external governance review, as part of a three-year cycle review process. While an institution’s first external review may have been focused on demonstrating compliance with the governance codes and Office for Students (OfS) requirements, there is increasingly a realisation that good governance improves an institution’s overall performance. Over a relatively short period of time, the focus of governance reviews has changed significantly from compliance to performance, and it is likely that this change will continue towards a greater emphasis on strategic transformation. So, the cyclical external review of governance should become a regular prompt for change and improvement in overall governance and thus institutional performance. Consulting Fellow Frank Toop has outlined what he see as the current priorities for governance reviews and the key discussions in the sector.

Council/Board Focus

Professor Bob Garratt talks about the director’s dilemma – “how to drive our organisation forward while keeping it under prudent control”. Both are legal responsibilities. His concern is that “most Boards focus only on the prudent control aspects” whereas the Board has “a critical oversight role, a helicopter view of the future and their role in creating it”. Boards have limited time for discussion, but it is important that they maintain a continuing focus on the next 2–3 years, how their institution is going to continue to be successful and what are the three or four key strategic changes the Board wishes to effect over that period. It has been interesting to hear commentators recently starting to talk about the importance of managing geopolitical risk and how most companies lack the ability to do this. This will be another challenge for many University Boards.

How Boards use their available time is very important in ensuring that focus is maintained in the agendas, which the Board set in discussion with the Executive, and in what forums are best used for discussion and decision. The annual Away Day is still likely to be helpful, but more regular discussion sessions, whether online or in person, are vital in ensuring proper discussion takes place early in project/strategy development and in ensuring that all voices are heard. Many institutions are using ‘deep dive’ sessions on specific topics to enable this kind of discussion. Some are holding these jointly between Council and Senate.

Senate/Academic Board

A university’s most important power is the ability to award degrees, and it is on this and its research that its reputation rests. Therefore, institutions increasingly wish to improve the quality of their academic governance and the assurance given to Boards on academic quality and standards. As Senates can be large and do not have external members, their governance provides an area of potential risk and there is an emerging debate as to whether the current governance model needs to change.

The revised OfS academic quality and standards conditions of registration will inevitably increase the need to make changes and improve academic governance.

Key issues include:

  • Boards’ and Senates’ understanding of their individual roles and how they work together
  • Senate members’ understanding of their particular role and how they work together as a team
  • the efficiency and effectiveness of Senate committee structure
  • the strength of quality of assurance provided to the Board in reports which are appropriate for the Board’s needs
  • the existence of an appropriate risk-based reporting process.

At the heart of this is the ability of the Senate and the University more generally to take decisions promptly and effectively, while also maintaining a strongly controlled quality environment.


There is now much more focus on how a university engages with its stakeholders, especially its students and staff. The Camm Report on University Governance in Wales 2019 noted that the ability of staff and students “to engage with the governance of the University is hampered by this lack of transparency. Information regarding governance is often presented in a very dry and unimaginative format. Governing bodies need to be explicit about their purpose, their relationship with stakeholders, especially students, and the culture they are looking to create. It is important to hear first-hand from staff whether the strategic direction is supported and whether the reality of the organisation’s culture is actually aligned”.

Transparency is important in enabling students and staff to engage effectively. Comprehensive information on strategy, culture, risk management and the workings of the governing body should be available. This gives stakeholders the tools to start to engage more fully. Having good and imaginative processes, which really engage with these stakeholders in a meaningful way, is very important: otherwise, the Board risks operating in its own vacuum. Many institutions are now also thinking through how they engage with their other stakeholders, whether local government, the NHS, or educational bodies etc. One recent example is the Civic University Agreement of Greater Manchester Universities.


There is now more acknowledgement of the importance of culture in all organisations, and of the Board’s role in setting that culture and monitoring it with continuous focus. This is highlighted in the UK Corporate Governance Code, requiring Boards to “establish the company’s purpose, values and strategy, and satisfy itself that these and its culture are aligned”. The Financial Reporting Council published Creating Positive Culture – Opportunities and Challenges in December 2021, showing progress in this area since its 2016 report, Corporate Culture and the Role of Boards. This is a helpful review of progress in embedding culture into the business of the Board. Recently, it has been interesting to see how a company’s values play an important role in their decisions, e.g. whether to cease or continue operations in Russia.

It is now better understood that being a member requires a considerable time commitment, both in and out of Board meetings. University Boards need to ensure that members understand their institution and Higher Education adequately, including having satisfactory opportunities to interact with staff and students, and having the means to monitor the culture and values that the Board sets for the institution. While this has not been easy to achieve during the pandemic, it has been possible with determination and imagination. One significant area of development has been the Equality, Diversity and Inclusion (EDI) agenda, which has helped Boards not only to improve their own diversity, but also to implement this agenda for change throughout their institution. Given its importance, Halpin have now built EDI into their governance effectiveness reviews. How Boards play their role in an institution’s culture is developing, but will be an important element in the success of an institution.

Although the above priorities are important, governance remains heavily reliant on people, and ‘people risk’ will always be one of its key risks, whether that involves a change of key officers or their relationship; ensuring the right size and quality of the Board; maintaining good relationships between the Board and the Executive; ensuring the right Board culture exists; or that meetings and papers are efficient and effective. The cyclical external governance review process should help the Board to monitor and maintain progress in improving governance and institutional performance, despite the regular turnover of Trustees and the Executive.

The focus of the Board on the importance of governance performance and its impact on institutional performance is key to ensuring the sector continues to be successful. Considering how effective your Board is in terms of performance can provide a way to ensure your governance has strategic impact.

Frank Toop MBE was University Secretary at City, University of London and is now a Consulting Fellow for the Halpin Partnership. He has developed a University Governance Maturity Framework, which the Halpin Partnership use in their reviews. Its aim is to allow institutions to map the areas where they can improve their governance performance and allow that to be validated externally. The tool allows the Board to build on its achievements and continuously improve.