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Upping the governance game in Wales

by Frank Toop MBE | Aug 3, 2020 | Governance & Policy

In 2019, Chairs and Vice-Chancellors in Wales commissioned Gillian Camm to do a review of HE governance in Wales. The report was published in December 2019 and set out a proposed way forward on governance that was clustered around a series of governance values.

I think it is relevant to all UK HE institutions and I would encourage you to review it if you haven’t already.

The Camm report is a substantive piece of work and a good read. Its main objective was “to enable governors to operate at the leading edge of good corporate governance in terms of compliance and crucially boardroom culture”. It noted that “there is growing impatience with the sector at UK level and recent governance issues have fuelled the desire to see change”. Crucially, it recommended that the sector acknowledged past governance failings and developed a public document – a Charter for Change – which made commitments whose delivery would be audited and reported on.

The overall thrust of the report is on enabling governing bodies to fulfil their stewardship role but also offer effective leadership in partnership with the management team and develop a strong accountability to the University’s stakeholders. She notes that consideration of stakeholders and the institution’s contribution to society is becoming important in governance.

Stakeholders such as students, staff, communities and partners should be equipped to understand and challenge the governance of a University. In our reviews at Halpin we find that this is often a neglected area of governance which is ripe for development and innovation.

Camm uses the work of Bob Garratt “Stop the Rot: Reframing Governance for Directors and Politicians” and others to explore governance issues. Camm’s 21 recommendations are built around Garratt’s cornerstone values of accountability, probity and transparency to which she adds competence, challenge, trust and engagement. “Governing bodies need to be able to articulate for their institutions: its purpose (with precision), its vision and values that guide its actions, its culture and demonstrate how everything from its strategies to the senior staff remuneration policies align with these”.

The Camm report has led to 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 Committee of University Chairs (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.

The Charter acknowledges past governance failings and has a number of key foci:

• Rebuilding trust with and accountability to stakeholders – Welsh Universities plan to develop good practice for stakeholder engagement and should report on their institution’s engagement in their annual reports. There should be clear mechanisms to ensure the voices of both students and staff are heard and ensure that stakeholders can engage with and contribute to the key strategies of the University.

• Probity – leaders must be seen to operate to the highest personal standards. Camm talks about conflicts of interest being not just reported but anticipated, tracked, managed and made transparent.

• Greater transparency – “Everyone in a modern University needs to have a clear understanding of the work of the governing body and in return that governing body must have a clear appreciation of the culture and climate within the rest of the organisation”. Each governing body should formally review quantitative and qualitative data relating to organisational culture. The Chair and VC in each institution will participate in a 360 feedback report designed around the institution’s values. Camm recommends that “governing bodies should consider how to establish a governance culture of openness, transparency and trust that is led by the Board”. She also commends annual reports such as Vodafone’s which give a comprehensive understanding of how governance actually works.

• Challenge – there must be robust and constructive challenge particularly from the independent members and the papers must be of a quality and style that enables this.

• Competence – Trustees and Senior staff must fully appreciate their responsibilities and be equipped to discharge them. Camm notes the onerous and complex nature of the trustee role and the substantial cost of governance failure for the individual and the institution and therefore the need to ensure governor competence is fit for purpose.

The Charter and Action Plan were developed prior to lockdown and it will be interesting to see what priority is now given to implementing them. There is a risk, given the demands that pandemic is making on the sector, that spending on governance improvements could be viewed as discretionary spending which can be cut as a luxury rather than being seen as essential for the future of the University.

Good governance must continue to be a priority for the sector and is even more important in a time of crisis. Given previous governance failures and the UK’s Government’s continuing negative views of HE Sector, an obvious question is whether a similar initiative to that in Wales would benefit other countries in the UK.

Frank Toop is a Consulting Fellow for Halpin, the home of experts in governance.