governors' handbook - Glasgow Caledonian University

GOVERNORS’ HANDBOOK

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Introduction This handbook has been compiled specifically for members of Court and will provide you with useful reference material and background information to assist your important work in the governance of the University. It is revised every 12 months. A number of appendices give important reference material such as the constitution of the University and the Standing Orders of the University Court. The handbook provides detailed information about the work of the Court and its committees. Your roles, responsibilities and liabilities as a member are also explained. You will also find included structural and procedural information about the University that you may find useful in your role on Court and its committees. A copy of the handbook is available on the Court Office page on the University website and there is also a separate secure area on the University website for your use. Details of the secure area and how it can be accessed is given within the handbook. In 2004 the Committee of University Chairmen (CUC) of UK higher education institutions published a ‘Guide for Members of Higher Education Governing Bodies in the UK’. All Court members are given a reference copy of this Guide, which is generally accepted as a good practice standard by the university community and the main funding bodies. The Court has formally adopted parts I and II of the CUC Guide – the Governance Code of Practice and General Principles of Governance – and the Court’s practices are consistent with the Code. Part III of the Guide provides Information for Governors on areas such as the legal status and operation of institutions, and the funding of higher education. This Handbook draws extensively on material from the Guide and should be read in conjunction with it. This handbook is intended to be a key reference source for you. If you have any suggestions on how it can be improved, or have any questions that are not answered, please do not hesitate to let us know. Our contact details are as follows: Janice Bruce, Assistant Head of Governance E: [email protected] T: 0141-331-8550 Lesley McGinley, Administrator, Governance & Quality E: [email protected] T: 0141-331-3136 Louise Small, Administrator, Governance & Quality E: [email protected] T: 0141-331-3136

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CONTENTS

Page No

1. 1.1 1.2 1.3 1.4 1.5 1.6 1.7

The University Brief history of Glasgow Caledonian University About the University University Mission University Vision 2015 Core Values Strategic Priorities Management Structure

2. 2.1 2.2 2.3 2.4 2.5 2.6 2.7 2.8 2.9 2.10 2.11

University Governance Legal Status Governance Framework The Powers, Duties and Responsibilities of the University Court The Chancellor The Role of the Chair of Court The Vice-Chair The Role of the Principal in Relation to Court The Role of the University Secretary Standing Committees of the University Court Senate & Senate Standing Committees University Companies

12 12 13 15 15 17 17 18 19 20 21

3. 3.1 3.2 3.3 3.4 3.5 3.6 3.7 3.8 3.9 3.10 3.11 3.12 3.13 3.14 3.15 3.16

Membership of the University Court Constitution and Membership of the University Court Categories of Membership Conduct of all Court Members The Role of the Governor Responsibilities of Governors as Trustees Appointment Process Period of Office Resignation Time Commitment Governor Induction and Development Court Online Resources Personal Liability Register of Interests Gifts and Hospitality Expenses Car Parking

22 22 22 25 26 27 27 28 28 29 30 30 31 32 32 32

4. 4.1 4.2 4.3 4.4 4.5

Conduct of the Meetings of the University Court Guiding Principles Members as Representatives Standing Orders of Court Agendas, Papers & Minutes Calendar of Meetings

5 7 8 8 9 9 11

33 33 33 33 34 3

4.6 4.7

Time & Length of Court Meetings Review of Effectiveness of Court and its Standing Committees

34 34

5. 5.1 5.2

The Estate The Role of the University Court The Estates Strategy

35 35

6. 6.1 6.2 6.3 6.4 6.5 6.6

Finance The Role of the University Court The Funding Council Audit Committee Finance & General Purposes Committee Budgetary Cycle Charitable Status

37 37 37 38 38 38

7. 7.1 7.2 7.3 7.4

Staffing The Role of University Court Staff Groups Joint Consultative Committee HR Strategy

40 40 40 40

8. 8.1 8.2 8.3

Student Affairs The Role of the University Court The Student’s Association Quinquennial Review of the Students’ Association

42 42 43

9. 9.1 9.2 9.3 9.4 9.5 9.6

Equality & Diversity The Role of the University Court The University’s Vision for Equality & Diversity Policy Statement Equality & Diversity Policy Equality & Diversity Strategy Equality & Diversity Committee

44 44 44 45 45 46

10. 10.1 10.2 10.3

Health & Safety The Role of the University Court Health & Safety Policy Structure of Health & Safety

47 47 48

11. 11.1

Public Interest Disclosure The Role of the University Court

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12.

Appendices University Order of Council 2010 Governance Framework Standing Orders of Court and Schedules Court Committee Terms of Reference Membership of the University Court

Appendix 1 Appendix 2 Appendix 3 Appendix 4 Appendix 5 4

Roles and Responsibilities of Court Members New Court Member Mentoring Arrangements Gifts and Hospitality and Anti-Bribery Policy Public Interest Disclosure Policy Useful Acronyms Contact Details

Appendix 6 Appendix 7 Appendix 8 Appendix 9 Appendix 10 Appendix 11

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1.

THE UNIVERSITY This section of the Handbook provides helpful background information regarding Glasgow Caledonian University, its mission, vision, strategic objectives and organisational structure. More detailed information can be obtained from the University website http://www.gcu.ac.uk/

1.1

History Glasgow Caledonian University was formed on 1 April 1993 through the merger of The Queen’s College, Glasgow, and Glasgow Polytechnic. Glasgow Caledonian University was established by the Secretary of State for Scotland by the Glasgow Caledonian University (Establishment) (Scotland) Order of 1993 and was eligible for funding from the Scottish Higher Education Funding Council. A closure order shut down Glasgow Polytechnic and The Queen’s College, Glasgow, and their property rights and obligations were transferred to the new University’s Court, which replaced the governing bodies of the parent institutions. Initially the University possessed 3 campuses - that of the former Polytechnic which was named City Campus, that of the former Queen’s College named Park Campus (sold to Glasgow University in January 2001) and the buildings leased by Queen’s College adjacent to Jordanhill College of Education named Southbrae Campus (this closed in 1998). The University is now located on one modern purpose built campus in the centre of Glasgow. The aim of the new University was to offer non-elitist, high quality education and training to a wide and diverse range of students. It sought to collaborate with commercial and industrial organisations and other providers of education. The University initially offered more than 140 undergraduate and post-graduate courses within 3 faculties and 22 departments. The original 3 faculty structure was made up of Health; Science and Technology, and Business. In 1996 the University took over the contract for provision of pre-registration nursing and midwifery education from the Colleges of Nursing and Midwifery which were operated by the health boards. This moved this type of education into the tertiary education sector. In April 2004 the University’s Department of Nursing and Community Health was designated Scotland’s first World Health Organisation Collaborating Centre for Nursing, and only the third in the UK. Today, the University is made up of three academic schools offer a wide range of high quality programmes, professional training courses, research opportunities and consultancy services. The School of Engineering and Built Environment is one of the leading schools for programmes in building and surveying in the UK. The school also carries out extensive research in partnership with industry, commerce and other academic institutions in the UK and overseas. The Glasgow School for Business and Society integrates the areas of business, law and social sciences to ensure that they are well placed to meet the needs of business and 6

society. The School has an international outlook and is committed to developing partnerships across the world. The School of Health and Life Sciences is committed to the pursuit of excellence in teaching, research and knowledge transfer across the disciplines of health, nursing and social care, biological and biomedical sciences, psychology and vision sciences. Glasgow Caledonian University has established a distinctive identity in terms of its flexible, vocationally orientated academic programmes, its emphasis on life-long learning and the wide range of client groups it serves. It offers programmes in all of the SFC funding groups except medicine/dentistry and teacher education. All of our programmes are designed to offer students an effective combination of academic study and practical experience. In addition, students have the opportunity to develop a range of transferable skills essential for future career development, such as computing, foreign languages and communication skills. All programmes have a strong focus on ensuring that our graduates have the opportunity to enter a successful career in their chosen discipline. This strong careers focus is illustrated by the fact that the vast majority of Caledonian students looking for employment found a job or went on to further study within six months of graduation. 1.2

About the University Dynamic and diverse Glasgow Caledonian University has become one of the largest universities in Scotland with nearly 17,000 students. The campus is self–contained and situated right in the heart of the lively city of Glasgow. Close-knit community Glasgow Caledonian University attracts students from a wide range of backgrounds, from local school leavers to PhD students from all over the world. We pride ourselves on providing a friendly, modern and effective learning environment for all of our students. Our strong commitment to increasing access to study and lifelong learning is illustrated by the fact that we have over 4,000 mature students and the largest number of part-time students in Scotland. Those who choose to study at Glasgow Caledonian University, will benefit from the university’s worldwide profile and have the opportunity to meet and get to know some of the many international students who study with us. Our international students come from over 100 different countries throughout the world and bring with them a diversity and enthusiasm which undoubtedly enriches the Caledonian experience for everyone. High-quality teaching Glasgow Caledonian University has a well established reputation for providing high-quality teaching, learning and research which dates back throughout its founding institutions to 1875. All of our programmes are designed to offer students an effective combination of academic study and practical experience. In addition, students have the opportunity to develop a range of transferable skills essential for future career development, such as computing, foreign languages and communication skills. 7

Student-friendly environment Caledonian University is rightly regarded as an extremely welcoming and friendly place in which to study. You’ll be on first-name terms with your lecturers and will benefit from our small class sizes and working on group projects with your fellow students. In addition to this, the university operates an open-door policy where students can drop in to talk with academics or support staff without an appointment. Industry links At Glasgow Caledonian University we have succeeded in building up strong links with industry over the years and many of the companies we deal with are world leaders in their field. These relationships benefit the university and our students in many ways. Not only do these companies employ our graduates and take student placements, they also work closely with the university on research and consultancy projects and have a strong input into the design and structure of our programmes. 1.3

The University’s Mission Our mission as a University is to provide an outstanding inclusive learning environment underpinned by curiosity driven research allowing us to: • • •

share our knowledge and expertise; work in partnership with business, the professions and the public sector; create successful global graduates and citizens and deliver economic and social benefit for the communities we serve. Our University is value-oriented and goal-directed.

1.4

The University’s Vision 2015 Our vision is to be a successful international university delivering access and excellence, with a strong commitment to the common good. The University will be known for its: Social Entrepreneurship The University will engage in effective economic and social regeneration activities in the community, using our intellectual capital to commercialise what we do with flair. Learning and Teaching The University will have a modern, flexible and effective approach to teaching and learning, making best use of information and communication technologies to deliver a broadly based curriculum, which reflects its vision. Academic Excellence in Research The University will focus particularly on our areas of strength in: • Health • The Environment • Creative Cultures • Business and Technologies 8

•

Social Justice

Graduates The University will produce global citizens, who are employable, mobile, practical and resourceful. Staff The University will develop a friendly, confident, problem-solving and accessible approach with colleagues, displaying commitment to leadership development and to enhancing GCU’s social and emotional capital. 1.5

Our Values & Principles The core values which underpin our vision are: • • • • • • • •

Excellence Achievement Leadership International outlook Invention and innovation Trust and integrity Diversity Courage The key principles guiding how we operate focus on:

• • • • • 1.6

Equality of Opportunity: promoting social inclusion and social justice. Good Citizenship: promoting civic society and respect for others at home and abroad, and developing the social capital of the University. Partnership & Co-operative Working: working with others to achieve results, to maximise our impact and to add value to the work that we do. Good Governance: being accountable, fair and efficient in all we do. Accessibility & Approachability: being open and welcoming. Our Strategic Goals

Internationally networked: we will deliver excellence, competitiveness, and cultural diversity through new models of international collaborations with key partners in Scotland and around the world to extend our reach in education, research and development. • Excellence in education: we will equip our students with the skills to excel in their chosen professions and succeed as global graduates and citizens through high-quality, flexible and accessible learning which harnesses the latest learning technologies. We will deliver curricula and associated learning opportunities which will attract international recognition for the attributes and employability of our graduates and ensure an outstanding student experience. • Excellence in research: we will develop our key strengths, applying our research and transferring our knowledge and expertise through partnerships to provide solutions for business and society. We will strategically invest in world class applied research to meet •

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the requirements of national and international benchmarks that will confirm the standing and quality of our research output. • Delivering for business and the public sector: we will build on our existing approaches and employ new models of partnership with business and the public sector to ensure we are responsive to their need for high quality, flexible and accessible education for employees and for relevant R&D and knowledge transfer in a changing global economy. We will continue to offer valuable work-based experience and a programme of internships for our students and to foster a culture of enterprise and entrepreneurialism. • Valuing our people: we will leverage the talent and commitment of our University community to enable our students, staff and alumni to fulfil their potential and contribute to our vision. • Committed to the common good: we will direct our expertise and creativity to enhance the social, cultural and economic contribution the University makes to the communities we serve in our City of Glasgow, our region, our nation and around the world Sustainability Underpinning our strategy and goals is a focus on ensuring our long-term sustainability, which will enable the University to remain competitive in order to succeed in a challenging external context. We have developed three strands of sustainability: academic, financial and environmental. Academic sustainability We will renew our academic profile to build on our strengths and to shift the balance of our offerings towards postgraduate education. Whilst maintaining our commitment to undergraduate excellence we will focus on enhancing advanced learning opportunities, creating new methods of delivering through learning technologies, increasing our learning partnerships and professional networks, and building on our focussed research excellence. We will support our academic development by embedding a programme of operational excellence to ensure that professional services and delivery mechanisms are efficient and effective, providing best value for money and meeting our customers’ needs. Within the University, this will encourage a culture of continuous improvement and ongoing business process review and cultivate a partnership approach between central services and academic schools. Financial sustainability We will improve our financial sustainability by reducing our dependence on public funding and increasing our income from other sources through a strategic focus on reducing our costs whilst employing our new model of delivering for growth. Environmental sustainability We will implement our campus master plan to provide an enabling educational environment for our students, staff and partners. In taking forward the development of our master plan we will build on our achievements in promoting environmental sustainability and the commitments we have made in our carbon management plan. 10

1.7

University Management Structure With the exception of certain powers which it reserves to itself, the Court delegates its functions relating to the organisation and management of the University to the Principal and Vice-Chancellor who, assisted by the University Executive, is responsible for the day to day running of the University, subject to the control and general direction of the Court.

The members of the Executive have clearly defined, functional roles, with linked line management responsibility for all staff working in those areas. Specifically, the University Executive: • formulates and approves policies and strategies for recommendation to Senate and to Court; • oversees the University’s planning and budgeting processes, formulating the final budget and plan for recommendation to Court and monitoring how these are implemented by Schools and departments; • advises on strategic developments; Composition of the Executive Board Professor Pamela Gillies, Principal and Vice-Chancellor Professor Douglas Greenhalgh, Executive Dean and Pro Vice-Chancellor School of Engineering and Built Environment Ms Jan Hulme, University Secretary and Vice-Principal (Governance) Professor Valerie Webster, Executive Dean and Pro Vice-Chancellor, School of Health and Life Sciences Professor Mike Mannion, Vice-Principal and Pro Vice-Chancellor (Research) Mr Gerry Milne, Chief Financial Officer and Vice Principal Finance and Planning Professor Karen Stanton, Vice-Principal and Pro Vice-Chancellor (International and External Relations) Professor John Wilson, Executive Dean, Glasgow School for Business and Society and Pro Vice Chancellor Learning and Teaching Professor Lesley Sawers, Vice Principal and Pro-Vice Chancellor Business Development, Enterprise and Innovation

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2.

CORPORATE GOVERNANCE This section of the guide explains GCU’s legal status, how the institution is governed and managed and the functions, powers, duties and responsibilities of the University Court.

2.1

Legal status and powers The Secretary of State established Glasgow Caledonian University with effect from 1 April 1993 by order under section 46 of the Further and Higher Education (Scotland) Act 1992. Under section 47 of the 1992 Act, the two merged institutions of Glasgow Polytechnic and the Queen’s College were closed and their properties, rights, liabilities and obligations were transferred to the governing body of Glasgow Caledonian University. The University is formed as a “body corporate” under the terms of a Statutory Instrument, the Glasgow Caledonian University (Scotland) Order of Council 1993, which was revised in 2010. The constitution of Glasgow Caledonian University is laid down in the Glasgow Caledonian University Order of Council 2010. The powers, functions, duties and responsibilities of the University are exercised by the University Court on behalf of the University. The University Court has all the powers of a natural person and may, where appropriate, delegate these powers and functions. The general functions of the University Court are to manage, administer and conduct the University for the objects of providing education, undertaking and carrying out research, promoting teaching, scholarship and research. A copy of the Order of Council is at appendix 1. As a body corporate, the University is a separate legal entity from that of its individual members or governors. The University is, amongst other things, able to own property, hold licences and enter into contracts in its own right. In general terms, therefore, governors will not incur personal liability for actions taken in the course of their role as a governor providing that they have acted honestly and reasonably. However, being a legally autonomous governing body does have significant implications, particularly from the standpoint of accountability externally. In essence, it means that Parliament and bodies such as the Funding Council and Audit Scotland hold Court ultimately responsible for the conduct of the University’s affairs. Governing bodies are entrusted with public funds and therefore have a particular duty to fulfil the highest standards of corporate governance at all times and to ensure that they are discharging their duties with due regard to the proper conduct of public business. It is important that the perspective of Court is strategic with a strong focus on the public interest.

2.2

Governance Framework Although Court has a statutory responsibility “to conduct the University and to carry out and to promote its objects”, Court is only one of three sources of statutory authority within the University. The other two are the Senate and the Principal. The Statutory Instrument requires Court to delegate to Senate the functions of Court relating to overall planning, coordination, development and supervision of the academic work of the University. In discharging these functions Senate shall have all the powers and duties of the University Court in relation to those functions and shall have the power to make any recommendation to the University Court on such matters relating to those functions as Senate may think fit. 12

The University’s Statutory Instrument also requires Court to delegate to the Principal its functions relating to the organisation and management of the University (other than academic matters which are delegated to Senate) and those matters which Court reserves solely to itself. In discharging these functions, both Senate and the Principal are subject to the general control and direction of Court. The Principal is responsible for the executive management of the institution and its day-today direction. The Principal should not seek to determine matters reserved for the Court. Equally, the Court should not attempt to take or intervene in executive decisions. Although the University Court is ultimately responsible for the conduct of the University, much of the detailed work is by necessity delegated to the standing committees of Court. All committees have terms of reference which state clearly the extent and limitations of the committee’s responsibilities and authority. The delegation of functions does not absolve Court from accountability for the conduct and decisions of its committees. Court remains responsible for the proper conduct of the University and for discharging its statutory responsibilities. However, in the interests of efficiency, it is important that the committees are accountable for their own areas of responsibility without constant recourse to Court while at the same time keeping Court informed of the work they are doing. Standing committees submit routine reports to each Court meeting detailing the main issues discussed and decisions taken at each meeting with the exception of the Remuneration Committee which submits an annual report to Court. A diagram of the University’s Governance Framework is at appendix 2. 2.3

The Role and Responsibilities of the University Court The functions and powers of the University Court are set out in part 3 of the Glasgow Caledonian University Order of Council 2010. The Court is responsible for determining the overall strategic direction of the University. It establishes the budgetary framework, appoints the head of the institution and exercises general oversight over the University’s performance and development. The CUC Governance Code of Practice (2009) states that “the institution’s governing body shall adopt a Statement of Primary Responsibilities” and proposes that this should be one of the key documents in relation to which the effectiveness of the Court should be measured. The Statement of Primary Responsibilities is subsidiary to the Glasgow Caledonian University Order of Council 2010. The Statement of Primary Responsibilities is set out in schedule 2 of the Standing Orders of the University Court. Court reviews its Statement of Primary Responsibilities at the first meeting of the academic session. A copy of the Standing Orders and Schedules is at appendix 3. The following is a summary of the role and responsibilities of Court.

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Strategic Planning The governing body has a duty to enable the institution to achieve and develop its mission and primary objectives of learning and teaching and research. This responsibility includes considering and approving the institution’s strategic plan, which sets the academic aims and objectives of the institution and identifies the financial, physical and staffing strategies necessary to achieve these objectives. To help monitor the overall performance of the University in implementing and achieving its strategy, key performance indicators have been adopted which are reviewed periodically at meetings of the University Court. In exercising its responsibility for the overall strategic direction of the University, the Court shall, in particular:• • • • •

oversee the University’s activities; determine its mission and future direction; foster an environment in which the University’s objects are achieved; provide strategic input on all material policy or other matters affecting the University; establish and monitor systems of control and accountability, including financial and operational controls and risk assessment; • review and monitor the management of the University and its performance. Monitoring Effectiveness and Performance The governing body should regularly monitor its own effectiveness and the performance of the institution against its planned strategies and operational targets. Finance The governing body’s financial responsibilities include: • ensuring the solvency of the institution and safeguarding its assets • approving the financial strategy • approving annual operating plans and budgets which should reflect the institution’s strategic plan • ensuring that funds provided by the Funding Council are used in accordance with the terms and conditions specified in the Outcome Agreement with the Funding Council • ensuring the existence and integrity of risk management, control and governance systems and monitoring these through the Audit Committee • receiving and approving annual accounts (audited financial statements). Audit The governing body is responsible for directing and overseeing the institution’s arrangements for internal and external audit. Estate Management The governing body is responsible for oversight of the strategic management of the institution’s land and buildings. As part of this responsibility it should consider, approve and keep under review an estate strategy that identifies the property and space requirements needed to fulfil the objectives of the institution’s strategic plan, and also provides for a planned programme of maintenance. Human Resource Management 14

The governing body has responsibility for the institution’s human resource and employment policy. This includes ensuring that pay and conditions of employment are properly determined and implemented for all categories of employee. The governing body is also responsible for appointing and setting the terms and conditions for the head of the institution and such other senior posts as it may from time to time determine. Equality and Diversity The governing body should ensure that non-discriminatory systems are in place to provide equality and diversity of opportunity for staff and students. Students’ Association The governing body should take such steps as are reasonably practicable to ensure that the students’ union operates in a fair and democratic manner and is accountable for its finances. Health and Safety Under the Health and Safety at Work Act 1974 the University Court carries ultimate responsibility for the health and safety of employees, students and other individuals whilst they are on the institution’s premises and in other places where they may be affected by its operations. The University Court’s duties include ensuring that the institution has a written statement of policy on health and safety, and arrangements for the implementation of that policy. Charity Trustees All higher education institutions have charitable status. Charity regulation is the responsibility of the Office of the Scottish charity Regulator (OSCR) under the Charities and Trustee Investment (Scotland) Act 2005. In addition to their role as governors of the University Court, governors are also the Trustees of the University. Requirements that members of Court need to bear in mind in relation to the University’s charitable status include: • Acting in the interests of the institution • Seeking, in good faith, to ensure that the institution operates • Acting with the care and diligence it is reasonable to expect of a person who is managing the affairs of another person • Ensuring that the institution complies with the provisions of the Charities and Trustee Investment (Scotland) Act 2005, and other relevant legislation 2.4

Chancellor The Chancellor of the University is the titular head of the institution. Professor Muhammad Yunus was appointed as the Chancellor of Glasgow Caledonian University on 29 June 2012. As Chancellor, Professor Yunus has a wide range of duties including conferring degrees at graduation ceremonies, promoting the University’s image throughout the world and furthering its interests at home and abroad.

2.5

The Role of the Chair of Court The Chair is responsible for the leadership of Court. As Chair of its meetings he/she should promote its well-being and efficient operation, ensuring that its members work together 15

effectively and have confidence in the procedures laid down for the conduct of business. The Chair ensures that Court observes the accepted principles of public life applicable to all public bodies, and that Court’s standing committees, which play a central role in the proper conduct of Court’s business, report appropriately to Court. The Chair is ultimately responsible for ensuring that Court operates effectively, discusses those issues which it needs to discuss, draws to the full on the experience and skills of its members, and discharges its responsibilities in a business-like manner. Through leadership of the Court, the Chair plays a key role in relation to the business of the institution, but must not to be drawn into the day-to-day executive management of the institution. A critical element in the effectiveness of the Court and the institution is the establishment of a constructive working relationship between the Chair and the Principal. This relationship inevitably depends to a large extent on the personalities involved, but the roles of Chair and Principal are distinct. While the relationship should be mutually supportive it is important to ensure that it also incorporates the checks and balances imposed by the different roles which each has within the University’s Constitution. The Chair is expected to stay in close touch with University affairs between meetings and the Court may therefore grant delegated authority to the Chair to act on its behalf between meetings. Action taken under delegated authority normally consists of routine business which would not have merited discussion at a Court meeting (e.g. signing of routine documents or detailed aspects of the implementation of matters already agreed by the Court). Occasionally, matters may arise which are judged too urgent and important to await the next meeting of the Court. In such event, the Chair has the options to call a special meeting, consult members by correspondence or deal with the matter by Chair’s action. The Chair will exercise great care to avoid taking decisions by chair’s action where it is inappropriate to do so, or exceed the scope of the delegated authority granted by the Court. Chair’s action on matters of importance will only be taken where delaying a decision would disadvantage the institution. The Chair is answerable to Court for any action which is taken on its behalf. Where Chair’s action is taken, a written report will be made available to members at or before the next meeting of the Court. The Chair’s specific duties include:• Chairing meetings of the University Court; • Agreeing the agenda for meetings of the University Court; • Carrying out the annual review of the performance of the Principal and agreeing with the Principal his/her targets for the succeeding year. In this regard the Chair should ensure that appropriate reports on this matter are also referred to the Remuneration Committee. • Receiving notification from the Principal of any overseas trips by him/her, together with any necessary supporting information to assure the Chair that the trip is being undertaken in line with the established policies of the University and public probity. • Representing the University at meetings of the Conference of Scottish Chairmen and Principals with the Principal, and at meetings of the Committee of Scottish Chairmen of Courts and of the Committee of University Chairmen (CUC). At meetings of Conference, the Chair will have delegated authority to speak for the University Court. 16

2.6

Vice-Chair The Vice-Chair assists and deputises for the Chairman and is expected to play an active part in helping to manage the business of the Court. The specific duties of the Vice-Chair of Court include: •

To deputise for the Chair of Court as required.

•

To support the Chair of Court in his/her role and to act as a source of advice

•

To act as an intermediary for other governors when necessary in the role of Senior Independent Director as set out in the Financial Reporting Council’s Guidance on Board Effectiveness (March 2011)

•

To take the lead in appraising the performance of the Court on a regular basis.

•

To serve on the Nominations Committee and other standing committees as required.

•

To attend Graduation Ceremonies and other events of the University.

• To carry out special assignments as requested by the Chair of Court •

2.7

To participate in the induction programme for, and act as a mentor to, newly appointed governors The Role of the Principal in Relation to Court The University’s Statutory Instrument requires Court to delegate to the Principal its functions relating to the organisation and management of the University (other than academic matters which are delegated to Senate). In discharging those functions, the Principal is subject to the general control and direction of Court. There is a fundamental and important difference between institutional governance, which is the primary concern of Court, and institutional management, which, except in exceptional circumstances is the responsibility of the Principal. Court has responsibility for developing and approving a plan to allow the University to meet its strategic objectives. In practice, the planning process will normally be led by the Principal. The Principal is appointed by Court as Chief Executive of the University and is accountable to Court for: • • • •

Implementation of strategies and policies determined by Court; Effective and efficient organisation and management of the University; Exercising general oversight of the University’s financial affairs; Ensuring that the University Court complies with all the terms and conditions of funding provided by the Funding Council; 17

• Fulfilling the duty, as the officer designated by the University Court to alert the University Court if any actions or policy under consideration would be incompatible with the University’s Outcome Agreement with the Scottish Funding Council. If the University Court nevertheless decides to proceed, then the Principal has a duty to inform the Chief Executive of the Funding Council. • The Principal is also responsible to the Funding Council for propriety and regularity in the use of public funding and for the economic, efficient and effective use of all available resources. Academic leadership is provided mainly through her/his role as Chair of the University Senate. The Principal is also the chief representative of the University externally. The Principal in turn may choose to delegate to the Executive and to other senior managers, but she remains ultimately accountable to Court for the matters listed above, and for the implementation of Senate policies. In practice the Principal and Executive are responsible for proposing strategies and policies to both Court and Senate. 2.8

The Role of the University Secretary The University Secretary has a statutory role to play in the operation and conduct of the University Court. The University Secretary is responsible for ensuring that Court acts within its powers and follows proper procedures working in close liaison with the Chair and Principal. The University Secretary should be available to advise members of Court, both individually and collectively, about their responsibilities and how these should be discharged. It is normally the case that the University Secretary combines this function with a senior administrative or managerial role within the institution. The institution and the University Secretary must exercise great care in maintaining a separation of the two functions. Irrespective of any other duties that the University Secretary may have within the institution, when dealing with Court business the University Secretary will act on the instructions of the Court itself. In his/her role as University Secretary, the University Secretary is responsible to the Court and should therefore have a direct reporting link to the Chair of Court for the conduct of Court business. The Chair and members of the Court look to the University Secretary for guidance about their responsibilities under the Order of Council and any other regulations to which they are subject including legislation and the requirements of the Funding Council, and on how these responsibilities should be discharged. It is the University Secretary’s responsibility to alert the Court if he/she believes that any proposed action would exceed the Court’s powers or be contrary to legislation or to the Outcome Agreement with the Funding Council. Although the Principal, as the officer designated by the Court under the terms of the Funding Council’s Financial Memorandum is formally responsible for alerting the Court if any action or policy is incompatible with the terms of the University’s Outcome Agreement with the Scottish 18

Funding Council, this does not absolve the University Secretary from having that responsibility as well. The University Secretary should advise the Chair in respect to any matters where conflict, potential or real, may occur between the Court and Principal. It is incumbent on the Court to safeguard the University Secretary’s ability to carry out these responsibilities. It is important that the University Secretary also both consults and keeps the Principal fully informed on any matter relating to Court business (other than that in relation to the Remuneration Committee’s consideration of the Principal’s emoluments). It is good practice for the Chair of Court, the Principal and the University Secretary to work closely together within the legal framework provided by the articles of government and regulations laid down by the institution and the Outcome Agreement with the Scottish Funding Council. The University Secretary is solely responsible for obtaining and providing legal advice for the Court and advising it on all matters of procedure. The University Secretary advises the Chair of the University or Chancellor, as appropriate, of any important matters pertinent to the proper governance of the University where a serious conflict arises between the University Court, as the governing body of the institution and the Principal acting in her capacity as chief executive. Where the University Secretary believes that the Chair of Court or the Chair of Court and Principal together are not adhering to the proper governance of the University, the University Secretary should advise the Chancellor. It is the Court’s responsibility to safeguard the University Secretary’s ability to carry out these responsibilities. If there is an actual or potential conflict of interest on any particular matter between the University Secretary’s administrative or managerial responsibilities within the institution and his/her responsibilities as Secretary to the Court, the University Secretary should draw it to the attention of the Principal and the Chair of Court. If the Chair of Court independently believes such a conflict of interest exists, the Chair of Court must take such action as may be necessary and offer the University Secretary an opportunity to comment. It is good practice for the Chair of Court, the Principal and the University Secretary to work closely together within the legal framework provided by the University’s Order of Council and any other regulations to which they are subject including legislation and the requirements of the Funding Council. 2.9

Standing Committees of the University Court The Court has agreed a Statement of Primary Responsibilities outlining which matters are reserved to be considered by the Court and which can be formally delegated by the Court to its committees. The Statement of Primary Responsibilities is set out in schedule 2 to the Standing Orders of the University Court. The Court is empowered to appoint standing committees and working parties which report back to it. Likewise, committees have the power to appoint sub committees and groups which report back to them. The key role of every Court committee is: 19

•

to ensure that the University formulates, develops and periodically reviews strategies and associated action plans relevant to the remit of the committee;

• to ensure that these strategies and associated action plans are integrated with the corporate strategy of the University and consistent with statutory and legal requirements; • to submit reports to Court outlining the business conducted at each committee meeting The formal Committees of Court are: • • • • • •

Audit Committee Court Membership Committee Finance & General Purposes Committee Health & Safety Committee Remuneration Committee Staff Policy Committee

Each committee has terms of reference which are reviewed annually by the University Court. Each committee sets annual objectives for the discharge of the responsibilities delegated to it by the University Court. Committees review their performance annually and submit an annual report to the last Court meeting of the academic session. The terms of reference and committee membership are set out in appendix 4. 2.10 Senate and Senate Standing Committees Constitutionally, the Senate reports to Court. However, acting under the general control and direction of Court, Senate has authority delegated to it by Court to discharge the functions of Court relating to the overall planning, co-ordination, development and supervision of the academic work of the University. Decisions of the Senate on academic matters which have financial or resource implications are subject to approval by Court. Conversely, decisions by Court which have academic implications (for example the creation or closure of an academic department) are subject to consultation with the Senate, and the Senate would normally be the initiating body in such matters. The Senate’s specific responsibilities include: • Academic strategy; • Promotion of research; • Approval of content of curriculum and new programmes; • Academic standards; • Procedures for the award of qualifications; • Appointment of internal and external examiners; • Policies and procedures relating to examinations; • Criteria for admissions; • Student discipline.

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Much of Senate’s work is delegated to Standing Committees which function within a framework of approved policies and clearly defined terms of reference. Senate has established the following main standing committees: • • • •

Academic Policy Committee Research Committee Higher Degrees Committee Equality and Diversity Committee

Senate meets four times a year and Court members are invited to attend as observers. Any governor wishing to attend as an observer should contact the Directorate Student Experience, Governance and Quality on 0141-331-3136 or email [email protected] or [email protected] 2.11 University Companies Article 5(1)(b) of the Statutory Instrument allows the University Court to establish any companies or other legal entities, whether commercial or charitable, alone or in association with any other persons or entities. The Glasgow Caledonian University Company Ltd The Glasgow Caledonian University Company Ltd is the commercial arm of the University. It is the vehicle through which the University is able to benefit both academically and financially from trading activities which might be ultra vires the University’s powers as an exempt charity. These activities generate surpluses which the company covenants to Glasgow Caledonian University. GCU INTO

GCU INTO Limited holds a 50% share of INTO Glasgow Caledonian University LLP.

INTO Scotland LLP was formed in April 2008 and operates from the campus of Glasgow Caledonian University. Its principal activity is the provision of English language and pre university foundation, diploma and pre masters’ courses. Glasgow Caledonian University Nominee Company The company owns the assets collectively known as Heatherbank Museum, a collection of print materials and the artefacts which is held as an integrated resource within the university Research Collections and used for teaching and research purposes both by the University and external bodies. The company does not trade. GCU Academy Limited This company is a wholly owned subsidiary of the University formed to deliver closed courses and CPD (Continuing Professional Development) activities leading to a universitylevel qualification. The Articles of Association and membership of each company is held in the Directorate of Student Experience, Governance and Quality and are available on request or can be accessed through the online information resource which has been established for governors on the Directorate of Student Experience, Governance and Quality website. 21

3.

Membership of Court This section outlines the membership of Court and the roles and responsibilities of governors. This includes information regarding your personal liability, charity law, and the expected standards of conduct of Court members.

3.1

Constitution and Membership of the University Court The constitution of the University Court is set out in Part V of the Statutory Instrument. The membership consists of appointed, ex officio and elected governors. The current membership of the University Court is attached at appendix 5.

3.2

Categories of Membership Appointed Governors The appointed governor membership consists of not less than nine and not more than eighteen members and are drawn from people who have experience of, and have shown capacity in, industrial, commercial or employment matters or in the practice of any profession. The appointed governor membership must maintain an overall majority on the University Court. Governors ex officiis The undernoted are Governors ex officiis: • The Principal and Vice-Chancellor • The President of the Students’ Association. Elected Staff Governors Three staff governors are elected as follows: • One by Senate from among the members of Senate; • One by the academic staff from among the members of such staff; • One by the professional support staff from among the members of such staff. Article 10(7)(a) of the Statutory Instrument requires that the University Court make rules for the conduct of elections of staff governors. These are contained in schedule 6 of the Standing Orders of the University Court.

3.3

Conduct of all Court Members Whilst key office holders have clearly defined roles and areas of responsibility, there are also responsibilities and standards of conduct expected of all members of Court. Impartiality All members of the Court, whatever their category of membership, have an important part to play in its work, bringing to bear knowledge and experience from their own background to advance the interests of the University. It is central to the proper conduct of public business that all members of the Court, including the Chairman and the members nominated by 22

particular constituencies, should act and be perceived to act impartially and in the best interests of the University as a whole, and should not be influenced in their conduct as members of Court by social or business relationships, or by any other affiliation. Objective/Collective/Detached All members should consider the issues before them objectively and as a governor of the institution rather than as a representative of any other group, and all decisions of the Court will be regarded as collective decisions taken by the members acting as a body. Like the Chairman, appointed members must also take care not to become involved in the day-to-day executive management of the institution. As Court members, this also applies to the staff and student members of the Court, except that in the course of their employment or, in the case of student members, in their activities as students, they may have executive responsibilities of some kind within the institution. Confidentiality It is essential that all Court members respect the confidentiality of sensitive information held by the body, within the parameters of the Freedom of Information (Scotland) Act 2002. This includes commercially sensitive information, personal information and information received in confidence by the organisation. It is also essential that debate inside the Court meeting room is not reported outside it. There may be times when you will be required to treat discussions, documents or other information relating to the work of the University in a confidential manner. Governors may receive information of a private or commercially sensitive nature which is not yet public, or which is not intended to be made public. There are provisions in Court papers or documents on confidential information and governors must always respect and comply with the requirement to keep such information private. It is unacceptable to disclose any information to which governors have privileged access, for example derived from a confidential document, either orally or in writing. Conduct of Business Governors have a responsibility to set an example by demonstrating the highest standards of behaviour. Governors should never publicly criticise the organisation or fellow Court members. Governors must not attempt to undermine Court decisions or distance themselves from them outwith Court meetings. It is important that nothing governors do or say, whether acting in their capacity as a Court member or in a business or private capacity, should in any way tarnish the reputation of the University or the Court. Standards of Behaviour To conduct the University’s business effectively, it is essential to foster and reinforce relationships of confidence and trust between the Principal, the Chair and members of Court and share information freely. The seven principles of public life, defined by the Committee on Standards in Public Life, form the basis on which the University conducts its affairs. The seven principles are: • Selflessness. All decisions should be taken solely in terms of the University and the public interest. They should not be influenced by financial or other material benefits for the decision-makers, their families or their friends. 23

• Integrity You should not place yourself under any financial or other obligation to outside individuals or organisations that might influence you in the performance of your official duties. • Objectivity In carrying out University business, including making appointments, awarding contracts or recommending individuals for rewards and benefits, all choices should be made solely on merit. • Accountability Governors and University employees are accountable for their decisions and actions to the University and the public and must submit themselves to whatever scrutiny is appropriate to their office. In addition the University must be able to demonstrate accountability for its stewardship of public funds through ensuring that all services are delivered efficiently, effectively and economically in the pursuit of academic excellence. • Openness All decision-making processes should be able to demonstrate transparency and openness as integral features of their conduct with the rationale for decisions available for inspection. Information should only be restricted when it is clear that the University and wider public interest justifies such action. • Honesty University governors and employees have a duty to declare any private interests relating to their public duties and to take steps to resolve conflicts in a way that protects the University and the public interest. • Leadership You should promote and support these principles by leadership and example. In practical terms these principles require you, as a member of Court, to observe the highest standards of integrity, objectivity and honesty in all business. Making Public Statements Court members must be aware that, when writing or speaking on any matter related to the University, they might be perceived to be representing the Court – even when they think they are writing or speaking as a private citizen, or as a professional. Any (mis)perception that they are speaking in their capacity as a Court member, can lead to embarrassment and distress for both the governors and their fellow Court members. Being a Court member imposes certain restrictions on what they can say and to whom. It is essential good practice to clear articles or speeches on any subject matter which is at all relevant to the Court or the University, with the Chair of Court or Principal in advance. If a governor is approached by the media, it is good practice to leave such responses to the Chair of Court, Principal or other designated officer of the University. If in doubt, please check with the University Secretary and Vice-Principal Governance or the Assistant Head of Governance. 24

3.4

The Role of the Governor It is important to remember that the role of a governor is distinct from the management team. A governor should not act as a member of staff and become too involved in detailed management or implementation or be concerned with tools and processes. This distinction is an important part of the proper behaviours of governors and not as easy as it sounds. While it is relatively easy to keep strategy and planning at arm’s-length from the day-to-day management of the University, monitoring requires detailed information and examination against targets which brings the governor closer to the day-to-day business. In broad terms governors monitor the University’s progress towards the achievements of its strategic, financial and developments against a set of key performance indicators agreed by Court. It is for the governing body to decide the information it needs in order to carry out its monitoring task and to ensure it is provided with this information. What might a governor do to achieve this monitoring of the University’s performance and the conduct of the business without becoming involved in management’s operations and decisions? One useful concept is that of a ‘critical friend’ – to offer constructive but robust challenge and guidance. The aim is to keep the balance between too much understanding of problems and not enough, and between complacency and combativeness. As well as a distinction between governor and manager, it is important to distinguish the role of governor as an individual and as a member of the governing body. The governing body is corporate. The implications of this for the individual governor are that the individual governor: • Needs to be willing to work co-operatively with the other governors in the University’s best interests; • Must respect the necessity to support corporate decisions once they have been taken, whatever one’s personal view; • Must respect the decision that a matter should remain confidential to the governing body; • Accept the responsibilities attached to the role of university governor and abide by the regulations governing the conduct of Governors and the conduct of the business of Court as specified in the University’s Statutory Instrument and Court’s Standing Orders; • Attend meetings of Court on a regular basis and be well prepared by reading relevant papers in advance; • Serve on one of the committees of the Court and/or on the Board of Directors of the University’s wholly owned subsidiary company; • Serve on occasional short-life working groups or panels, as required; • Undertake such training and induction as may be required to carry out the role of a member of Court and to keep up-to-date with developments in the higher education sector; • Recognise and respect the difference between governing (Court’s responsibility) and managing (the University executive’s responsibility); 25

• Participate in the life of the University community by attending ceremonial and public events and taking an active interest in the work of the University; • Promote the University in the wider community; • Critically evaluate their own performance to ensure they continue to bring value added in terms of having an independent perspective. The role and responsibilities of all members of Court are described at appendix 6. 3.5

Responsibilities of Governors as Trustees The Charities and Trustee Investment (Scotland) Act 2005 came into full effect on 24 April 2006 and established the Office of the Scottish Charity Regulator (OSCR). All universities in Scotland are also registered charities and are therefore subject to this legislation. OSCR intends to conduct a rolling review of existing charities to ensure that they comply with the charity test set out in Section 7 of the Act. Universities and students’ associations are due to be included in the first phase of the review, although the timescale for this has not yet been determined. For the purposes of this legislation, members of Court are regarded as ‘charity trustees’. The Act specifies that a charity trustee must: • act in the interests of the charity; • seek, in good faith, to ensure that the charity operates in a manner that is consistent with its objects or purposes • act with the care and diligence that it is reasonable to expect of a person who is managing the affairs of another person • ensure that the charity complies with the provisions of the Act, and other relevant legislation. In addition to the general duties of charity trustees, the Act also puts specific duties on charities which charity trustees must ensure are met. These additional duties include: • • • • •

logging charity details on the Scottish Charity Register reporting to OSCR financial record keeping and reporting control of fundraising activities providing information to the public

OSCR has published detailed guidance for charity trustees on its website: http://www.oscr.org.uk/media/1571/Guidance%20for%20Charity%20Trustees%20updated% 20Sept%202010.pdf Other useful information and guidance can be accessed from the OSCR website homepage at: http://www.oscr.org.uk/about-oscr/

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3.6

Appointment Process

The following arrangements apply to the appointment of governors:Nominating Procedure Vacancies for independent governors should be publicised. From time to time adverts may be placed on the Public Sector Appointments website and/or in the press seeking individuals who are interested in serving as a Court member. For specific vacancies, members of the University, staff or students, as well as members of Court itself, should be advised of the type of nominee being sought and invited to submit names to the Secretary to the Board for consideration by the Court Membership Committee. Court members should advise the Chair of Court of any possible nominees bearing in mind the wish to ensure diversity in the composition of Court. The Development and Alumni Relations Office will normally be asked to carry out a trawl of the University’s alumni. A database of expressions of interest is maintained by the Directorate of Student Experience, Governance and Quality. Individuals expressing interest in the role of governor are required to submit a full CV to the Court Office. References may be taken up. Selection Procedure In selecting nominees to go forward to the full Court, the Court Membership Committee must have regard to the needs of the University and the age, occupations, and gender distribution of existing members, to ensure a good balance of expertise, skills and independence. Reporting to the University Court The Court Membership Committee submits a report to the University Court making recommendations on the nominees to fill any current vacancies for appointed governors. A rationale for the selection of each of the nominees should be provided. Governors shall be advised that the names of those not selected for nomination could be made available on request on a confidential basis. The Committee also reports to the University Court in respect of recommendations for the reappointment of governors. Article 10(7)(a) of the Statutory Instrument requires that the University Court make rules for the conduct of elections of staff governors. These are contained in schedule 6 of the Standing Orders of the University Court. 3.7

Period of Office Members of the University Court appointed under Article 10 (2) of the Order of Council 2010 normally hold office for a period of three years. The term of office normally commences on 1 August. The normal maximum period of continuous service for Independent Governors is 27

nine years. In exceptional circumstances, however, the Court may extend the term served by an appointed governor by up to a further three years to give a maximum of twelve years service as such a governor. 3.8

Resignation If a member wishes to resign from the University Court, he/she would normally write, in the first instance, to the Chair of Court, copying the correspondence to the University Secretary. Court members have a right to circulate any written concerns on resignation, again these should be addressed to the Chair and/or University Secretary.

3.9

Time Commitment Our estimate of the time that a governor will be asked to devote to the University as a member of Court is based upon preparation for, travel to and participation in, the meetings and other events taking place over the course of the year. These are normally: • six meetings of Court each year (meetings usually last at least three hours and start at 4.30pm followed by a buffet supper); • up to five meetings of Court committees per year (meetings usually last around two hours and with the exception of the Staff Policy Committee which starts at 4.00pm, start at 4.30pm. Some committees meet more frequently than others and there may be differing levels of complexity of papers); • an annual two-day residential strategy event (generally held at the beginning of October), the annual Graduation Ceremonies (taking place on two days in July and two day in November; • irregular lectures, exhibitions, dinners and other social events, taking place at any point during the year. These provide opportunities for governors to interact with staff and students outside the formal committee meeting structure. The presence of lay governors at such events is a valued part of their role. • the conduct of other duties or involvement in Court and university business between meetings (e.g. sitting on ad hoc advisory groups / short term working groups, chairing or serving on panels concerned with later stages of staff / student appeals/acting as ‘mentors’ to newly appointed governors). On appointment, governors are ordinarily allocated to one or two standing committees, dependent upon relevant experience and areas of expertise, and balancing the overall requirements of the Court. Governors are expected to attend a minimum of 66% of scheduled meetings, these being meetings which have been arranged three or more months in advance. The Directorate of Governance & Academic Quality keeps a record of attendance. In accordance with the requirements of the Combined Code of Corporate Governance for Universities individual attendance figures for Court and committee members are disclosed in the University’s Annual Report and Accounts. In accepting an appointment to Court, governors are expected to play as full a part as they are able to in the University’s internal life and to act as ambassadors in their various external networks. It is important that governors understand this expectation and its purpose. Their 28

involvement in the life of the University beyond the formal Court and committee structure is intended to enhance their effectiveness as governors, not to provide a means of intervening with the institution’s day-to-day management, which is the responsibility of the Principal. In summary, governors should be willing to devote 12 to 15 days per year to discharge their role fully. 3.10 Governor Induction and Development All new governors receive: • • • • • • • • • •

a formal letter of appointment which specifies their term of office; a copy of the GCU Governors’ Guide; the Calendar of Court/committee meetings a copy of the CUC Guide for Members of HE Governing Bodies ; a copy of the University’s Statutory Instrument; a copy of Court’s Standing Orders and schedules; a copy of the Annual Report and Accounts a copy of the Charity Trustees’ Guide a copy of the University’s Anti-Bribery Policy a copy of the Declaration of Interest Policy and a copy of the declaration of interest form for completion

New governors attend a day’s in-house induction with the Chair of Court, the Vice-Chair of Court, the University Secretary and other members of senior management. As part of the induction new governors are paired with an experienced governor who acts as a mentor during the first year on Court. A protocol governing new Court mentoring arrangements has been developed, a copy of which is at appendix 7. In addition to the in-house programme governors attend the course organised by the Leadership Foundation for Higher Education for newly appointed governors. The Leadership Foundation for Higher Education (http://www.lfhe.ac.uk ) also provides courses for the further development of Court members. Details of such events are communicated to members, along with other appropriate events, in the regular communications with Court. If you wish to attend an external event related to your role as a governor, you should contact the Directorate of Student Experience, Governance & Quality in the first instance. Course fees and travelling expenses are paid by the University. There are also arrangements which are designed to keep Court members up-to-date with developments within the University and throughout the sector. These include: • Items concerning major academic issues being included on agendas for meetings of Court; • Occasional presentations at Court meetings by the Principal or other senior officers on particular topics of interest or relevance to the University or sector as a whole; • Executive reports submitted to Court for information; • Visits to Schools and departments; 29

• The Directorate of Student Experience, Governance & Quality takes out a subscription to the Times Higher Educational Supplement to help keep governors in touch with national developments in higher education; • The Directorate of Governance & Quality emails a copy of the weekly newsletter, Caledonian Connected, to governors Members of the Court secretariat or senior officers, as appropriate, will always be pleased to provide Court members with a fuller briefing on particular issues, or on the generality of Court’s work, as required. 3.11 Court Online Resources As outlined in the introduction to this handbook, the University’s website has a wealth of useful information regarding the University, its structure, programmes, research, business services and other activities. As members of the University Court, governors have access to Share Point, an area on the University’s Intranet for communication and collaboration with colleagues, regardless of geographic boundaries. Share Point is a secure, password controlled environment in which all University Court and committee agendas, minutes and papers (including any with Freedom of Information Act restrictions) are published as well as other documents and information that may be of use. Agendas and papers for Court/committee meetings are circulated through Share Point as well as by hard copy. The Directorate of Governance & Quality arranges for accounts to be set up for governors and for training in the use of Share Point, if required. 3.12 Personal Liability The Court of Glasgow Caledonian University is the University’s governing body and is constituted as a body corporate under statute. This means the Court is a legal entity in its own right, separate from its individual members. In broad terms the liabilities of the Court can be enforced only against the Court (as distinct from its individual members) and can be satisfied only against its assets. In common law, Court members have certain fiduciary duties and duties of skill and care. In observing these duties a governor must act bona fide in the best interests of the University and must act honestly and reasonably. It is unlikely that a governor would be held liable for breach of duty or for acting negligently unless he/she had been grossly negligent. The Directors and Officers Liability Insurance policy covers the members of the University Court as well as any Directors of the University’s commercial subsidiaries against damages, judgements, settlements and defence costs arising from liability at law for a wrongful act* committed by them in the course of University business.

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At the time of the annual renewal of the University’s insurance policies, governors are asked to declare, as far as is reasonably practicable, whether they are aware of any circumstances which might give rise to a claim under the Governors’ Liability Policy. Various conditions, exclusions and excesses apply, for example cover is excluded where the Insured Person has committed a fraudulent act. * Wrongful act means any wrongful act or omission, error, misstatement, misleading statement, neglect or breach of duty committed, attempted, or allegedly committed or attempted, by an Insured Person individually or otherwise, in their Insured Capacity, or in any matter claimed against them solely by reason of their serving in such insured capacity. 3.13 Register of Interests Any member of the Court who has a pecuniary, family or other personal interest in a matter discussed at a Court or committee meeting they attend, should disclose the facts of the interest to the meeting as soon as practicable. Governors are expected to declare their interest in any item of business considered by the Court or its subcommittees before the item is discussed and any declaration is recorded in the minutes of the meeting of the Court or its sub committees. The Chair of Court or its sub committees will then rule on the appropriate behaviour expected of the governor. This will depend upon the particular circumstances of the item of business. The options open to the Chair are: a) allow the governor to remain, speak and vote on the item b) permit the governor to remain but not to speak or vote on the item c) request the governor to leave the meeting for the duration of the item In deciding whether an interest should be disclosed, members should have regard to whether that interest is likely or would, if publicly known, be perceived as being likely to interfere with the exercise of a member’s independent judgement. If in doubt please consult the Chair or the University Secretary. As members of Court, governors are not considered to have a pecuniary interest in matters under discussion merely because they are a member of staff or a student of the institution. Nor does the restriction of involvement in matters of direct personal or pecuniary interest prevent members of the Court from considering and voting on proposals to insure the Court against liabilities which it might incur. The Directorate of Student Experience, Governance & Quality keeps a publicly available Register of Interests of members of the Court. All members of Court should ensure that the information contained about them in the Register is complete and up to date. The Directorate of Student Experience, Governance & Quality asks each member of Court to review and revise the information contained about them in the Register at least once every year but any significant changes in your interests which occur during the Academic Session must be notified immediately to the University Secretary. 31

Newly appointed and elected governors are required to complete a Register of Interests form. 3.14 Gifts and Hospitality The University is committed to maintaining the highest standards and conducts its business in accordance with best practice in higher education corporate governance, with the seven principles identified by the Committee on Standards in Public Life: selflessness, integrity, objectivity, accountability, openness, honesty and leadership and in accordance with its obligations under the Bribery Act 2010. No monetary reward or equivalent can be accepted from outside individuals or organisations, except for gifts with a value of less than £100 or a gift of similar worth outside the UK. Members of Court may accept meals and equivalent hospitality only in the normal course of business and only when the hospitality is appropriate and proportionate. What is reasonable should take into account the nature of the event, and the University representative should ensure the hospitality does not compromise them in any way. In general a meal, moderate associated activity and refreshment would be regarded as acceptable. The frequency and scale of hospitality should not normally be greater than the University would be likely to provide in return. Members of Court are required to record any gifts accepted in the central register, which is maintained by the Directorate of Governance & Academic Quality. A copy of the University’s Gifts and Hospitality Policy and Anti-Bribery Policy is attached at appendix 8. 3.15 Expenses It is the policy of the University that lay governors are allowed to claim for receipted expenses incurred while on University business. Claims should be made on the appropriate claims form and submitted to the Directorate of Student Experience, Governance & Quality at least every three months. Forms are available from the Directorate of Student Experience, Governance & Quality. 3.16 Car Parking Car parking facilities are available to Court members. Governors requiring a car parking space should contact the Directorate of Student Experience, Governance & Quality.

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4.

CONDUCT OF THE MEETINGS OF THE UNIVERSITY COURT This section provides some basic information about how Court operates. A detailed explanation of the procedures governing the conduct of Court and committee meetings is contained within the Standing Orders of the University Court.

4.1

Guiding Principles In accepting appointment to Court, members are bound at all times to act in the best interests of the University rather than in the interests of one group, internal or external, to the University. The CUC Guide identifies the following as the guiding principles for the proper conduct of public business: integrity, objectivity, openness, transparency, accountability and value for money.

4.2

Members as Representatives Members nominated by particular constituencies should not act as if delegated by the group they represent. No member may be bound, when speaking or voting, by mandates given to him/her by others, except when acting under approved arrangements as a proxy for another member of the University Court.

4.3

Standing Orders of Court The organisation and conduct of meetings is governed by the Standing Orders of the University Court. The Standing Orders are kept under review to ensure that they continue to support the work of Court effectively. There is provision within the Standing Orders for a formal review at least once every five years. A copy of the Standing Orders is included at appendix 3.

4.4

Agendas, Papers and Minutes Agenda papers for meetings of Court are likely to require at least two hours’ study. Papers are circulated by first class mail, by the Court Secretariat normally five working days before the date of the meeting. In addition, governors are notified by email when papers are ready for circulation and electronic copies can be accessed through the secure site for governors which is located on share Point. The draft minutes are normally circulated to the Chair of Court or the relevant Committee Chair and the University Secretary within 7 working days after the date of the meeting. Draft minutes are approved at the next Court or committee meeting. The University’s value set adheres to the principles of openness and transparency in the dissemination of information throughout the institution. However, there are occasions where the nature of the information discussed at Court, Court standing committees and any other University committee or sub-committee is such that confidentiality must be observed. As a diverse range of people both within and outwith the University are involved in the committee process a set of procedures has been devised to ensure there is clarity and consistency in the practice adopted in respect of confidential information contained in 33

documents circulated for consideration at meetings and are included in the Standing Orders of Court. Following each Court or committee meeting, members may choose to leave their papers with the Assistant Head of Governance for confidential shredding. 4.5

Calendar of Meetings The dates of the Court and committee meetings for each year are normally agreed at the second Court meeting of the academic session.

4.6

Timing and Length of Court Meetings Court meetings are normally held on a Thursday. Meetings start at 4.30pm and last on average three hours. A buffet supper is served at the end of the meeting.

4.7

Review of Effectiveness of Court and its Standing Committees The CUC Guidelines for Members of HEI Governing Bodies recommends that Courts carry out a formal appraisal of their performance at least once every five years. Court last carried out its formal review of its effectiveness in 2012. The process was based on a questionnaire structured around major themes which encapsulate Court’s primary responsibilities and operation. The questionnaire was also aligned with the general principles of governance outlined in the CUC Guide for Members of Higher Education Bodies in the UK. The chairs of the standing committees meet twice yearly with the Chair of Court to enable them to raise any issues regarding the performance of their committees. Each committee also sets its objectives at the beginning of the session and submits a report to the last Court meeting of the academic session measuring the progress made towards achieving these objectives.

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5.

THE ESTATE This section outlines the Court’s responsibilities in relation to the University’s estate and provides a brief overview of the estate and the strategy currently being implemented. The Scottish Funding Council requires all universities to submit an up-to-date Estates Strategy.

5.1

The Role of the University Court The CUC Guide states that the governing body is responsible for oversight of the strategic management of the institution's land and buildings. As part of this responsibility it should consider, approve and keep under review an estate strategy which identifies the property and space requirements needed to fulfil the objectives of the institution's strategic plan, and also provides for a planned programme of maintenance.

5.2

Estates Strategy The University’s estate strategy 2011-2015 was approved by the University Court in June 2011. The estates strategy sets out the longer-term vision for Glasgow Caledonian’s campus and the proposals to achieve these. ‘We believe that our buildings, open space and associated infrastructure should reflect our values and aspirations to be dynamic, inclusive and accessible to our students, businesses and the wider community. All parts of our estate should, wherever possible, support and reinforce these goals. The development and management of the University’s estate plays a vital role in achieving our corporate aims.’ Flexibility in response to learners’ needs in a rapidly changing external environment is the key to success in modern times and the University recognises the importance of embracing change and responding to the challenges and opportunities that this brings. In addition, work is ongoing in relation to campus master planning and future IT strategy, both of which will have longer-term impact on the campus. As such, this estates strategy will be revisited as required as the University further refines its positioning within the sector. The strategy takes account of key external and internal drivers including: • • • • •

Future demography and the impact this will have on the nature of the student population and their likely requirements and expectations on facilities and services Pressure on public funding for the sector and the potential for advancing academic collaborations and increasing operational efficiency via enhanced use of the campus and sharing and/or outsourcing of some services and facilities Widening access as a continuing priority, reaching out to young people and their families within our communities The University’s intentions to develop around its core competencies in the areas of business, health and social justice, creative industries and the environment The University’s aspirations in relation to being socially entrepreneurial, engaging with social enterprises to assist in the regeneration of Glasgow and its wider environs 35

• • • •

The role of the University in the economic regeneration of Scotland through knowledge transfer and development activities with public and private sector organisations The internationalisation of the University, especially the increasing mobility of students both ways between the Glasgow campus and the planned overseas campuses The University’s drive for excellence and innovation in learning and teaching and the changes to the way in which students will learn in the future The University’s role in producing and disseminating applied research of national and international quality.

Our campus of the future will: Flexibility and speed of response to learners’, researchers` and consultancy needs in a rapidly changing external environment are the keys to competitive success in modern times. Our campus of the future will: •

Be open, accessible, modern, aesthetically pleasing, vibrant and open for business whenever and however required to meet appropriate user needs.

•

Comply with legislation, be safe, secure, well-lit, healthy, clean, eco-friendly and green with external areas for social congregation.

•

Be well-signposted and have one-stop physical and virtual access to information and services.

•

Be well networked with wireless and IT support and facilitate usage of the new generation technologies.

•

Be a resource for the community.

•

Contain spaces capable of adapting quickly to changing business, social and cultural requirements.

•

Be a physical beacon signalling learning and innovation in the heart of the city.

A copy of the University Estates Strategy 2011-2015 can be obtained from the Directorate of Student Experience, Governance & Quality.

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6.

FINANCE This section outlines the Court’s responsibilities in relation to the University’s finances.

6.1

The Role of the University Court Although professional staff, reporting to the Chief Financial Officer and Vice Principal Policy and Planning, manage the finances on a day-to-day basis, Court has a wider responsibility to safeguard the use of public funds. Court should ensure that it is kept sufficiently informed about the finances to be able to discharge its accountability for the proper use of public funds, whether by preventing abuses or by promoting value for money. This will normally happen through one of the following mechanisms.

6.2

The Funding Council The Scottish Education Funding Council (SFC) is the body that distributes funding for teaching, research and other activities. The SFC is a non departmental public body of the Scottish Government and was established on 3 October 2005 under the terms of the Further and Higher Education (Scotland) Act 2005. It replaced the former Scottish Further Education Funding Council and the Scottish Higher Education Funding Council bringing together funding and support for Scotland’s colleges and universities under one body. Further information about the SFC, its role and responsibilities is available at the following website http://www.sfc.ac.uk. Court is responsible to the SFC through an Outcome Agreement which is agreed annually for certain financial matters. Outcome agreements set out what universities plan to deliver in return for their funding from the Scottish Funding Council. The Scottish Funding Council expects Court to be satisfied that it has in place proper arrangements for the governance, leadership and management of the university as required under the terms of the University’s Statutory Instrument. The Statutory Instruments stipulates that the University’s Chief Executive Officer, the Principal, is directly accountable to the Court for the proper conduct of the university’s affairs and to the SFC for the proper use of funds deriving from the Scottish Ministers. Court is required to present audited financial statements for each financial year, and is responsible for satisfying itself that proper accounting records are kept which disclose with reasonable accuracy, at any time, the financial position of the university.

6.3

Audit Committee The Scottish Funding Council requires Court to appoint an Audit Committee and to provide for internal and external audit. The work of the Audit Committee enables Court to satisfy itself that the University’s financial systems and controls are robust. The Audit Committee is responsible for giving detailed scrutiny to the annual accounts from an audit perspective and for recommending their acceptance to Court. The Chair of the 37

Committee has a direct line to the Chair of the Court, to the Principal and Vice-Chancellor and to the auditors. 6.4

Finance & General Purposes Committee The Finance and General Purposes Committee ensures that funds from the Funding Council are used only for purposes for which they have been given and in accordance with the Outcome Agreement between the University and the Funding Council. In addition, the Committee reviews financial and campus development strategies in relation to strategic plan objectives. Detailed financial monitoring of the University, University Companies and the Students’ Association is the responsibility of the Executive Board. Significant variances are, however, reported to the Finance and General Purposes Committee on an “exception report” basis.

6.5

Budgetary Cycle The financial year runs from 1 August to 31 July. The annual planning process starts early in the calendar year and culminates in the presentation of a draft revenue budget to the meeting of the Court each June. Each January, universities receive a letter of direction from the Scottish Executive which sets out the priorities for the Funding Council’s funding allocation to the sector for the coming year and clarifies the Scottish Executive’s expectations of the Funding Council’s role in helping to deliver these priorities. The University receives an annual ‘Grant Letter’ from the Funding Council in March advising of the funding for the following year. Universities have to account for this money and how it is used, and must have internal and external audit, as well as audit overview by the Funding Council. Outputs are measured through a range of performance indicators. The revenue budget is devolved to heads of schools and support departments. The devolved budgeting system requires each budget manager to control and manage his or her part of the annual budget. The annual revenue budget allocations are revised as necessary during the financial year taking account of actual as opposed to planned student recruitment and associated income and any other material factors not planned for at the time the budget was approved by the University Court.

6.6

Charitable Status Glasgow Caledonian University is a registered charity under the Charities Act 1993. Charitable status confers the following benefits: • Exemption from capital gains tax, and from income tax and corporation tax on income other than trading income arising outside the course of carrying on the primary purpose of the institution. • Ability to recover income tax deducted from deeds of covenant and receipts under gift aid. • Exemption from inheritance tax for donors to institutions. • Substantial relief on business rates. 38

All higher education institutions are normally exempt from VAT on the supply of education and research. They may however be liable for VAT on trading activities.

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7.

STAFFING This section outlines the Court’s responsibilities in relation to staffing.

7.1

The Role of the University Court The University Court has a number of explicit responsibilities in relation to staff. It has a responsibility for the institution’s employment policy. This includes ensuring that pay and conditions are properly determined and implemented. In most cases Court delegates this responsibility to the Staff Policy Committee. Court is also responsible for appointing and setting the terms and conditions for the Principal and Vice-Chancellor and must reserve this power solely for itself. It is also responsible for appointing and setting the terms and conditions of such other senior staff as it deems necessary. Court delegates this aspect of its work to the Remuneration Committee. The University Court is not required to involve itself to the same in the appointment of other staff. Court is responsible only for setting a framework for the pay and conditions of service of staff. Court discharges this responsibility in two ways: Court subscribes to the broad policy framework within which pay and conditions of service are negotiated nationally by the Universities and Colleges Employers Association. Court has approved a People Strategy. Court is responsible for ensuring there is a framework or procedures for the appointment, promotion, suspension and dismissal of staff, and for making rules which specify the procedures according to which staff may seek redress of any grievances relating to their employment. Court is also the final court of appeal under these procedures.

7.2

Staff Groups Other than the University Executive staff fall into one of three groups:• management grade staff consists of the heads of schools and the directors of services; • teaching staff comprise titular professors, readers, senior lecturers, and lecturers; • support staff comprise administrative, clerical, technical and manual staff.

7.3

Joint Consultative Committee The Committee provides a channel of communication and consultation between Management and recognised Trade Unions and a forum for negotiation on individual issues that have not been resolved at Branch Officer / HR Manager level or collective issues that are not subject to national negotiation and agreement. The Committee also considers any collective grievance that has not hitherto been resolved at Branch Officer / HR Manager Officer level.

7.4

People Strategy The People strategy is key to the achievement of the University’s 2015 vision. At the heart of the strategy are the members of the University. Only through the development and 40

commitment of the University’s staff and effective change management will the University achieve its aspirations. The People Strategy gives first priority to the development of skills, competencies and capabilities of staff but also addresses the need to improve the HR processes to reach new levels of operational excellence. The focus on people ensures the creation of a culture of innovation and entrepreneurialism that includes all staff and responds to their needs. The People Strategy will enable the University to develop a staffing profile which supports the 2015 Vision and which is distinctive from other universities in the following ways: • Learning specialists who develop innovative and flexible strategies for learning and teaching which exploit new technology and reach out to all sectors of society; • Researchers with the entrepreneurial and commercial skills to generate income from new sources and develop strategic alliances with key players in the West of Scotland; • Support staff who are equipped to develop flexible and pragmatic processes which achieve a proper balance between servicing their customers and ensuring that the University meets its compliance obligations. Creating the conditions for personal growth and operational excellence has led to the identification of two high level programmes of change which focus on culture, processes and people for 2015 and process excellence for 2015. These programmes include a range of projects which have been identified in the short- term but which also provide a framework within which there is scope for further work as the HR agenda develops in the run up to 2015. The key projects within the HR strategy are: • The leadership project • The pay and reward project • Staffing profile • Staff development • Performance management • Equality and diversity • Communications and partnership • Recruitment and retention • Occupational health • HR department service delivery including IT systems development • Health and safety In general, the successful implementation of these projects will lead to University staff who are empowered and equipped to deliver GCU’s strategic goals, who are entrepreneurial and flexible in their approach to work for which they are equitably rewarded in an environment which is supportive of change and ideas generation, values the development of human capital, is responsive to individual needs, uses its IT infrastructure to remove bureaucracy, and is representative of the community it serves.

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8.

STUDENT AFFAIRS This section outlines Court’s responsibilities in relation to students.

8.1

The Role of the University Court Under the Education Act 1994 the governing body is obliged to provide a students’ association and to take such steps as are reasonably practicable to secure that the students’ association operates in a fair and democratic manner and is accountable for its finances. In doing so the governing body is required to ensure that the Students’ Association has a written constitution, a financial memorandum setting out the individual and joint responsibilities of the University Court and the Students’ Association in relation to the conduct of the Association’s financial affairs, a Code of Practice setting out the principles governing the operation of the Association and a Complaints Procedure. GCU’s Students’ Association operates within a constitution and defined governance structure which was approved by Court when the Association was established in 1993 and is subject to review by Court at intervals of not more than five years, the last review being in 2011. The Students’ Association is a separate legal entity and has its own charitable status. It is responsible for organising and managing its affairs in accordance with the terms of its constitution and associated governance documentation. The Students’ Association is led by a Trustee Board with responsibility for setting the Association’s strategic direction, ensuring it remains solvent, is well-run, fulfils its vision, mission and values and delivers its charitable purposes. The University Court provides rent free premises for the Association’s use. The responsibilities of both parties are set out in a Licence Agreement which is reviewed every five years. The University Court allows for the payment of an annual grant to the Association which the Association may spend as it wishes subject to no portion of the grant being used to fund any commercial activities of the Association. The Students’ Association is responsible for the stewardship of its financial affairs. However, the governing body is responsible for assuring itself that there are robust and transparent mechanisms in place to monitor the finances and general activities of the Association. Court has delegated to the Finance & General Purposes Committee the responsibility for overseeing the Association’s financial affairs on the basis of exception reports from the Executive Board. In the event that the Association undertakes any activities which are ultra vires or prejudice its charitable status or that of the University, the Finance & General Purposes Committee may instruct the Association to desist from the activity pending review by the Court whose decision as to whether or not the activity may continue is final.

8.2

The Students’ Association Glasgow Caledonian University Students' Association (GCUSA) is an expanding organisation providing a wide range of services for the benefit of the students at Glasgow Caledonian 42

University. Located on a campus site in Glasgow City Centre, the Students' Association has its own unique and friendly community. The Association exists to represent the students at Glasgow Caledonian University. It is autonomous from the University and is democratically controlled by students at all levels. All Glasgow Caledonian University students are automatically members. Representation enables students to articulate their expectations and ideas in their own terms, and to inject a student perspective in university decision-making, contributing to the University’s awareness of students’ priorities when it makes its decisions on all levels as governors, management, academic staff and service providers. Student representation is an essential part of the University’s quality enhancement process, not only as a means of problem-solving when things go wrong, but, more positively, to contribute to the ongoing debate and delivery of the student experience. Glasgow Caledonian University Students’ Association is a registered Scottish charity. The Executive Committee is the trustees of the Charity. The Association has the following purposes: • • • • • • • • •

The prevention and relief of poverty of students The advancement of citizenship and community development The advancement of education The advancement of the arts, heritage, culture and science The advancement of health amongst students The organisation of recreational activities for students who have need of them by reason of financial hardship or other disadvantage The promotion of religious or racial harmony The promotion of equality and diversity The promotion of charitable fundraising activities

The Executive Committee works within the parameters of the Constitution and Association Policy that is democratically determined by Caledonian Student Parliament. The trustees on the Executive Committee are accountable to each other and to Caledonian Student Parliament. The Association also adheres to the Further and Higher Education Act 1994 and the Charities and Trustee Investment (Scotland) Act 2005. The Students' Association staff work to implement policies and decisions made by the Executive Committee and Caledonian Student Parliament. 8.3

The Role of Court Section 22 of the Education Act 1994 (the Act) requires the governing body to take such steps as are reasonably practicable to ensure that the Students’ Association operates in a fair and democratic manner and is accountable for its finances. In particular, the 1994 Act requires that governing bodies ensure that the students’ association has a written constitution, the provisions of which should be subject to the approval of the governing body and to review by that body at five yearly intervals.

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The requirements of Section 22 of the Act are amplified by article 29 of the Glasgow Caledonian University Order of Council 2010 which states that “The University Court must, in consultation with students attending the University, make a scheme for the constitution and functions of the Students’ Association which scheme must include rules under which that Association is entitled to make representations to the University Court.” GCU’s Students’ Association operates on the basis of a written constitution which was approved by Court when the Association was established in 1993.

The Students’ Association’s Constitution, Financial Memorandum and associated governance documentation are subject to review and reaffirmation by Court every five years. The last review was undertaken in July 2011. Any changes to the Students’ Association’s Constitution must be approved by the University Court prior to being submitted to OSCR for approval.

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9.

EQUALITY & DIVERSITY This section outlines Court’s responsibilities in relation to the promotion of equal opportunities.

9.1

The Role of the University Court The University Court is ultimately responsible for ensuring that in our policies, procedures and actions, we comply with the requirements of the law relating to equal opportunities as a provider of education and as an employer. There is a well-established body of law to cover gender, race and disability discrimination, and an emerging body of regulations in relation to religious, sexual and eventually age discrimination. New members of the University Court should be aware of the importance that we attach to equality of opportunity as one of our core purposes and values. This is not simply a matter of seeking to stay within the law by avoiding discriminatory practices in employment and the admission of students, but of actively seeking to promote greater access, wider opportunities for those who work and study here and of celebrating the diversity of our different communities.

9.2

The University's Vision for Equality and Diversity A culture and environment which is inclusive of all sections of society and responsive to the needs of individuals. Resulting in staff, students and other stakeholders who are free from any form of discrimination in respect of all their dealings with Glasgow Caledonian University, enabling them to participate fully in all aspects of University life and make a valuable contribution to the success of the institution.

9.3

Policy Statement The University is committed to the principles of promoting equality of opportunity through eliminating discrimination and disadvantage, and recognising the benefits of diversity. The University aims to ensure that: • All potential and current staff, students and other stakeholders are treated fairly, and are not discriminated against on grounds of sex, marital status, gender reassignment, racial group, disability, sexual orientation, religion or belief, age, socio-economic background, trade union membership, family circumstances, or any other irrelevant distinction. • An inclusive and supportive environment is created for staff, students and others associated with the University’s work, which truly recognises and values staff and student diversity, and promotes good relations between different groups. • A shared awareness, understanding and commitment to equality and diversity is developed to enable all staff and students to act in accordance with this Policy, so that equality and diversity can effectively be mainstreamed into the core of all University functions.

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9.4

Equality and Diversity Policy The Equality and Diversity Policy is the University's guiding document for equality and diversity issues and its implementation is fundamental in demonstrating and fulfilling the University's commitment. Court, as the employer, is responsible for ensuring that the University fulfils its legal responsibilities for promoting equality and diversity and eliminating discrimination, and for making sure that the policy and its procedures are fulfilled. In order to fulfil this responsibility, Court will receive an annual report on the implementation of the policy to enable members to ensure that the Policy is being implemented, monitored, enhanced and continuously reviewed. The Principal, who gives a consistent and high profile lead on equality and diversity issues, is responsible for ensuring that the policy is effectively implemented (with Court), staff are aware of their responsibilities, accountabilities, and training needs to fulfil these, and appropriate action is taken against staff or students who are found to have undertaken or supported any acts of unlawful discrimination, or in any other way breached this policy. The Director of People is responsible for implementing the policy with respect to staff and specifying and implementing specific related policies and procedures.

9.5

Equality and Diversity Strategy The University's Equality and Diversity strategy is a core component in achieving the 2015 Vision, and describes the activities that will assist the University in fulfilling the vision for equality and diversity. Two overarching projects have been identified as the core elements of this strategy: • Promotion of equality and diversity • Infrastructure for equality and diversity The promotion project will ensure that current and potential staff, students and stakeholders of the University not only recognise, understand and appropriately apply the principles of equality and diversity in all their institutional dealings, but are also actively engaged in supporting the development of a wholly inclusive culture, responsive to the needs of individuals. The promotion project will extend to the external image projected of the institution in terms of equality and diversity. The infrastructure project focuses on the foundations, frameworks and systems that inform, influence and guide the operation and functioning of the University. The activities within this project all aim to ensure that the basic features of the University’s structure are operating to the highest levels of equality in terms of compliance and good practice.

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9.6

Equality and Diversity Committee The Equality and Diversity Group is chaired by the University Secretary & Vice Principal Governance and is made up of representation from Court, members of the Executive and other relevant members of staff. The Committee is the University's prime focus for equality and diversity issues at a strategic level.

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10. HEALTH & SAFETY This section outlines Court’s responsibilities in relation to health and safety. 10.1 The Role of the University Court The governing body, as the employer, has a statutory responsibility to ensure the safety, health and welfare at work of its employees, visiting staff and other individuals. In the case of higher education those other individuals would include students, members of the public and contractors. Among the duties placed on the governing body are: • preparation of a written statement of policy on health and safety, including details of the organisation and arrangements for implementing that policy and bringing this policy, and any revisions, to the attention of all employees; • the provision for consultation with employees about health and safety arrangements; • the provision for the appointment by recognised trades unions of safety representatives. The governing body should satisfy itself that: • the institution has a health and safety statement in which management responsibility for health and safety issues is clearly allocated at all levels; • those with such designated responsibility are aware of, and have access to, relevant regulations, advice and training; • the institution plans the implementation of its policy and sets health and safety standards which it expects to be achieved; •

the institution has structures and arrangements for implementing its safety policy, such as safety officers and appropriate committees to assist management;

• the institution monitors its activities to ensure that the agreed standards are being met. 10.2 Health & Safety Policy The University’s Health & Safety Policy is approved by Court. To facilitate the successful implementation and maintenance of the policy, the University has adopted the model management system developed by the Health and Safety Executive. The key components comprise policy development, organisational development, developing techniques for planning, measuring and reviewing performance and auditing performance. The flexibility of this management system means that, through careful monitoring, the University can develop and add necessary policies and procedures to ensure health and safety arrangements continually improve.

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10.3 Structure of Health & Safety Court discharges its role via the Health and Safety Committee. The Principal, on behalf of Court, is responsible for ensuring that all operational aspects in relation to health and safety are undertaken throughout the institution and has designated the oversight of this to the Director of People. The Committee’s work in relation to compliance and policy formulation is supported by an effective system of health and safety management throughout the University with School health and safety committees which report to a Health & Safety Forum. The Health & Safety Forum provides a focus for discussion of operational issues with all issues of a strategic nature being referred to the University Health & Safety Committee. The University Health & Safety Committee receives an annual report outlining the activity plan for each session in relation to health and safety. It also receives six-monthly reports on health and safety performance both strategic and operational.

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11.

PUBLIC INTEREST DISCLOSURE This section outlines the Court’s responsibilities on the handling of allegations made by staff members relating to the running of the institution or the activities of colleagues within the institution.

11.1 The Role of the University Court Universities and colleges of higher education, like other public bodies, have a duty to conduct their affairs in a responsible and transparent way and to take into account both the requirements of funding bodies and the standards in public life enunciated in the reports of the Committee on Standards in Public Life. In addition, they are committed to the principles of academic freedom embodied in their own charters, statutes and articles of government, and enshrined in the Education Reform Act 1988. The University has a duty to conduct its affairs in a responsible way with due care for the health and safety of its employees, students and others. It is aware of its obligations in common with all other organisations and individuals to comply with the law. The University is committed to the highest standards of openness, probity and accountability and seeks to conduct its affairs in a responsible manner taking into account the requirements of the Scottish Funding Council (SFC) and the University values established by Court. In the event that an employee becomes aware of any information which tends to show that the University is failing to conduct its affairs in accordance with its obligations, they are encouraged to disclose that information in accordance with this procedure. The Public Interest Disclosure Act 1998, which came into effect on 2 July 1999, affords protection to employees who make certain disclosures in the public interest. Concerns should be raised in writing with the “Designated Person”. The “Designated Person” will in most cases be the University Secretary. The University Secretary shall then inform the Principal and Vice Chancellor and the Chair of the Court unless: • requested not to do so by the discloser; or • the Chair of Court is likely to be involved at any subsequent appeal; or • either the Principal and Vice-Chancellor or Chair of Court is the subject of the disclosure or likely to be included in any investigation In cases involving financial malpractice or irregularities, the University Secretary should act throughout in close consultation with the Principal and Vice-Chancellor. Alternatively in cases involving financial malpractice or irregularities, concerns may be raised in writing with the Chair of the Audit Committee. A copy of the Public Interest Disclosure Policy is attached at appendix 9

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UNIVERSITY COURT STANDING ORDERS

Approved by Court: 6.06.2011 Revised and approved by Court 1.12.2011

CONTENTS PART 1: INTRODUCTION TO STANDING ORDERS 1.1

Commencement and duration

1.2

Application of Standing Orders

1.3

Regulations

1.4

Implementation of Standing Orders

1.5

Variation, Revocation or Suspension of Standing Orders

1.6.

Review of Standing Orders

PART 2: CHAIR OF COURT & VICE-CHAIR OF COURT 2.1

Appointment of Chair and Vice-Chair of Court

2.2

Period of Office

2.3

Duties and Powers of Chair

PART 3: MEETING ARRANGEMENTS 3.1

Ordinary Meetings

3.2

Extraordinary Meetings

3.3

Notice of Meetings

3.4

Agenda

3.5

Confidentiality of Papers

3.6

Minutes

3.7

Validity of Proceedings

3.8

Quorum

3.9

Attendance at Meetings

PART 4: PROCEDURE AT MEETINGS 4.1

Order of Business

4.2

Disclosure of Interest

4.3

Conduct of Debate and Voting Arrangements

4.4

Closed Areas of Business

4.5

Suspension of Members

4.6

Adjournment of Meetings or Debate

4.7

Rescinding or Varying Decisions Approved by Court: 6.06.2011 Revised and approved by Court 1.12.2011

PART 5: COURT’S RESERVED POWERS AND POWERS OF DELEGATION 5.1

Court’s Reserved Powers

5.2

Court’s Primary Responsibilities

5.3

Delegation of Authority

5.4

Vacation Powers

5.5

Regulations for Execution of Official Documents

5.6

Delegation to Standing Committees

PART 6: GOVERNORS’ RESPONSIBILITIES 6.1

Governors’ Code of Conduct

6.2

Collective Responsibility

6.3

Responsibilities as Charity Trustees

SCHEDULES TO STANDING ORDERS Schedule 1:

Court’s Reserved Powers

Schedule 2:

Regulations Governing the Execution of Official Documents

Schedule 3:

Statement of Court’s Primary Responsibilities

Schedule 4:

Governors’ Code of Conduct

Schedule 5:

Duties of Charity Trustees

Schedule 6:

Election of Staff Governors

Approved by Court: 6.06.2011 Revised and approved by Court 1.12.2011

SECTION 1: INTRODUCTION TO STANDING ORDERS 1.1

Commencement and Duration The Standing Orders for the governance of the business and proceedings of the University Court have been drawn up in accordance with article 9 (1) of the Glasgow Caledonian University (Scotland) Order of Council 2010 (The Order). They come into effect and will apply from the date of approval of Court, and they will remain in force until varied or revoked by Court.

1.2

Application of Standing Orders The Standing Orders shall apply to all meetings of the University Court and its standing committees and shall, subject to a resolution for suspension, remain in force unless and until they are varied or revoked as hereinafter provided. The Standing Orders may not be varied or revoked by any standing committee.

1.3

Regulations The Standing Orders comprise part of the regulations of Court which include the Financial Regulations, together with such other rules, regulations and procedures as Court shall from time to time approve in accordance with article 9 (1) of the Order.

1.4

Implementation of Standing Orders It shall be the duty of the Chair of Court/ Chair of the standing committee and the University Secretary to ensure that the business of the University Court/standing committees is conducted in accordance with the Standing Orders. Any dispute arising at a meeting as to the interpretation of the Standing Orders shall be resolved by the Chair of the meeting, whose decision shall be final.

1.5

Variation, Revocation or Suspension of Standing Orders Any provision in the Standing Orders may be varied, revoked or suspended at any quorate meeting of the University Court after a motion to that effect has been passed by a majority of two-thirds of the members present and voting. However, it shall not be competent to vary, revoke or suspend any part of the Standing Orders which express statutory provisions. A motion to suspend any part of the Standing Orders must state the period for which suspension is being moved, shall be for a specified item of business only and shall lapse when that item is concluded.

1.6

Review of Standing Orders These Standing Orders shall be kept under review to ensure that they continue to support effectively the workings of the University Court. Standing Orders shall be formally reviewed at least once every five years.

Approved by Court: 6.06.2011 Revised and approved by Court 1.12.2011

SECTION 2: CHAIR OF COURT 2.1

Appointment of Chair and Vice-Chair of Court

2.1.1 In accordance with article 11(1) of the Order, the University Court must appoint a Chair and a Vice-Chair from among the governors appointed under article 10 (2) of the Order. The process for appointing a new Chair shall be initiated by the retiring Chair who, after consulting each Court member, will submit a nomination for consideration by Court. Only individuals with the necessary abilities and experience and who are able to devote the time needed to discharge the responsibilities of Chair should be considered. A confidential ballot of Court members will be held if more than one suitable candidate emerges from the consultation process. 2.1.2 The process for appointing a new Vice Chair shall be initiated by the University Secretary on behalf of the Chair of Court. Nominations shall be invited from the governors appointed under article 10(2). All Court members (appointed, elected and ex-officio) are eligible to vote. Elections shall be by means of a ballot. In the event that there is a tied vote, the Chair of Court shall have the deciding vote.

2.2

Period of Office

2.2.1 The office of Chair and the office of Vice-Chair shall be held for such period as may be determined by the University Court in accordance with article 11(2) of the Order 2.2.2 The Chair or Vice-Chair may be removed from office by resolution of the University Court in accordance with article 11(3) of the Order. 2.2.3 The Chair or Vice-Chair shall cease to hold office if deemed to have vacated office as a governor under article 17 of the Order.

2.3

Duties and Powers of Chair

2.3.1 The Chair shall preside at meetings of the University Court and the Vice-Chair shall preside in the absence of the Chair. In the absence of both the Chair and the ViceChair, the University Court may appoint a Chair from among the governors appointed under article 10(2) of the Order to preside at any meeting. 2.3.2 The Chair may make a statement at the beginning of the meeting on any matter affecting Court’s interest. 2.3.3 It is the duty of the Chair to preserve order and to ensure that sufficient opportunity is given to members who wish to express their views on the subject under discussion. 2.3.4 The Chair shall have an additional or casting vote when there is an equality of votes.

Approved by Court: 6.06.2011 Revised and approved by Court 1.12.2011

SECTION 3: MEETING ARRANGEMENTS 3.1

Ordinary Meetings

3.1.1

In accordance with article 19 of the Order, the University Court shall hold at least 4 ordinary meetings in the academic year on such days and at such times as are published in the calendar of meetings approved by the University Court. The dates of ordinary meetings in any 12 month period shall be determined not later than six months in advance of the academic year to which the calendar relates.

3.1.2

The Standing Committees of the University Court shall hold ordinary meetings on such days and at such times as are published in the calendar of meetings.

3.1.3

At least seven days’ notice of all ordinary meetings of Court shall be given.

3.1.4

The Chair of the University Court may in special circumstances (of which the Chair of the University Court shall be the sole judge) alter the date of any ordinary meeting of the University Court. At least seven days’ notice shall be given of any alteration to the date of an ordinary meeting of the University Court.

3.2

Extraordinary Meetings

3.2.1

The Chair, or any three governors, may for any cause which seems sufficient require a special meeting to be convened by giving notice in writing or by email to the University Secretary specifying the business to be transacted. The University Secretary shall then issue a notice of meeting.

3.2.2

The Chair of the University Court may convene an extraordinary meeting with less than seven days’ notice, but no resolution passed at such a meeting shall be valid unless two thirds of the current membership of the University Court has voted in favour of it, or unless it is confirmed at any subsequent meeting of the University Court on the usual notice being given.

3.2.3

The conduct of an extraordinary meeting of Court or its Standing Committees will be governed by the procedures set out in these Standing Orders except that the meeting shall not be competent to transact any business other than that mentioned in the notice or arising directly from the meeting.

3.3

Notice of Meetings Notice of all ordinary meetings of Court shall be given by the University Secretary specifying the date, time and place of the meeting together with the business to be transacted.

3.4.

Agenda

3.4.1

The University Secretary should be notified of matters proposed for inclusion on the agenda not less than 10 clear working days before the scheduled date of the meeting. The University Secretary shall not include matters on the agenda where notification has not been given by the date on which the agenda is being finalised

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except for such urgent business as may be required to be brought before Court as agreed by the Chair. 3.4.2

The agenda of business must be approved by the Chair before being circulated. Once approved by the Chair, the agenda and papers will normally be circulated not later than 5 working days before the date of the meeting. However, there may be exceptional occasions where, in order to meet the University’s business demands or because of external drivers, it may not always be possible to circulate papers by the due date. Governors will receive notification that papers have been loaded onto the secure Share Point site. Papers are also circulated by first class mail. Members should, wherever possible, seek any factual information they may need or notify apparent errors in papers prior to the meeting itself.

3.4.3

Papers to be considered at a meeting must normally be submitted to the Court Office by the date specified within the calendar of meetings which is circulated to all members of Court and to all members of the University Executive at the beginning of each session.

3.4.4

Items for approval and/or discussion will be starred on the agenda (*). All items on the agenda not starred shall be adopted without discussion and the action recommended taken or the information therein noted. Members who wish a nonstarred item to be discussed should notify the Secretary to the Court of this wish in advance of the meeting

3.5

Confidentiality of Court and Committee Papers

3.5.1 The University’s value set adheres to the principles of openness and transparency in the dissemination of information throughout the institution. However, there are occasions where the nature of information discussed at Court, Court Standing Committees and any other University committee or sub-committee is such that confidentiality must be observed.

3.5.2 It is essential that all Court members respect the confidentiality of sensitive information held by the body, within the parameters of the Freedom of Information (Scotland) Act 2002. This includes commercially sensitive information, personal information and information received in confidence by the organisation. It is also essential that debate inside the Boardroom is not reported outside it. All papers must be treated as confidential prior to Court and committee meetings regardless of whether they appear under open or closed business on the agenda and must not be copied to or discussed with anyone in advance of the meeting. Any papers which are the subject of a request under the Freedom of Information (Scotland) Act 2002 shall be reviewed before any decision to provide information is made.

3.6

Minutes

3.6.1

The Assistant Head of Governance will prepare the minutes The draft minutes are

normally circulated to the Chair of Court or the relevant Committee Chair and the University Secretary within 7 working days after the date of the meeting., Draft minutes are circulated to members for comment as soon as reasonably possible after the meeting takes place. Any minute concerning the salary, conditions of service, appointment, promotion, suspension or dismissal of any member of staff Approved by Court: 6.06.2011 Revised and approved by Court 1.12.2011

of the University shall not be circulated to the student member unless with the prior agreement of the Chair of Court. 3.6.2

Any suggested amendments to the minutes will be notified to Court at the meeting at which the minutes are submitted for approval.

3.6.3

The Assistant Head of Governance is responsible for ensuring that decisions taken by Court and its Standing Committees are formally notified to those individuals and/or bodies responsible for implementation.

3.6.4

Circumstances may arise which necessitate a minute of a Court decision to be approved at the meeting at which the decision is taken. In such circumstances, the Assistant Head of Governance shall prepare a draft minute for immediate consideration and approval by Court.

3.7

Validity of Proceedings In accordance with article 22 of the Order, no failure or defect in the appointment or election of any governor and no vacancy in the office of governor shall prevent the University Court from acting in the execution of its functions, nor shall any act or proceeding of the University Court or any committee appointed by it be invalidated or be illegal by reason of or in consequence of any such vacancy or of any such defect in the appointment or election of any one or more governors.

3.8

Quorum

3.8.1

The quorum for meetings of the University Court is 50% of the total membership, on condition that of those present there is a bare majority of independent governors appointed under article 10(2) of the Order. It is the responsibility of the Depute Court Secretary to advise on the quorum. An inquorate meeting may be allowed at the discretion of the Chair but only on the clear understanding that any decisions taken will not be valid until they have been approved at a subsequent quorate meeting.

3.8.2

The quorum for meetings of committees of the University Court shall be proposed by each committee to take account of variations in the balance of independent governors to staff members and will be submitted to court for approval as part of the annual review of the committee terms of reference.

3.8.3

If at any time appointed for a meeting, or if before the business of any meeting has been completed, the number of governors is less than one third, the governors present may adjourn the meeting to such day or time as they may determine and the meeting may be reconvened on less than seven days’ notice.

3.9

Attendance at Meetings In order to ensure the effective and efficient discharge of the business of Court and its Standing Committees, it is expected that governors will only exceptionally miss meetings. The establishment of personal attendance criteria constitutes a mechanism by which this objective may be measured. Governors should attend a minimum of 66% of scheduled meetings, these being meetings which have been

Approved by Court: 6.06.2011 Revised and approved by Court 1.12.2011

arranged three or more months in advance. Attendance at exceptional meetings shall not be subject to a personal minimum attendance requirement. In accordance with the requirements of the Combined Code of Corporate Governance for Universities individual attendance figures for Court and committee members are disclosed in the University’s Annual Report and Accounts.

Approved by Court: 6.06.2011 Revised and approved by Court 1.12.2011

SECTION 4: PROCEDURE AT MEETINGS 4.1

Order of Business

4.1.1 Meetings shall commence promptly at the time shown on the agenda. The business of the Court shall proceed in accordance with the agenda except that the Chair may vary the order of business specified, with the agreement of members present. The Chair shall, at the outset of each meeting, agree the estimated finishing time with members.

4.2

Disclosure of Interest

4.2.1 The proper conduct of public business requires that members of governing bodies should act, and be perceived to act, impartially without being influenced by business or social relationships. In accordance with article 21 of the Order, if a member of Court has a pecuniary interest, direct or indirect, or personal interest in any matter to be discussed at a meeting of the Court or one of its Committees at which he or she is present, this should be disclosed at the beginning of the meeting - or during the course of the meeting if it becomes appropriate to do so. In relation to each such matter, the Court shall determine, in light of the circumstances: a) whether the member may remain present at the meeting whilst that matter is being discussed; b) whether the member may remain present at the meeting whilst that matter is being discussed and take part in any such discussion; or c) whether the member may remain present at the meeting whilst that matter is being discussed and take part in any such discussion and participate in any vote in relation to that matter. 4.2.2 Staff governors do not need to declare an interest or to withdraw from discussion when general terms and conditions of service of staff or a group of staff are considered. However, if a staff governor has a particular interest which is greater than the interest of the group of staff as a whole, then that interest shall be declared and the staff governor shall withdraw from the meeting. 4.2.3 In all circumstances, governors should ask themselves whether members of the public, knowing the facts of the situation, would reasonably conclude that the interest involved might influence the approach taken by the Court or committee. If so, the interest is sufficient for the governor to declare that interest. 4.2.4 Any such declarations of interest shall be recorded in the Minutes.

4.3

Conduct of Debate and Voting

4.3.1 When speaking, a member shall address the Chair. The speech shall be directed to the question and discussion in hand or to a point of order or a point of explanation. No fixed time limits are set either to the length of speeches or the number of times a member may speak, but members should bear constantly in mind the need for conciseness and relevance and gauge the number and duration of their interventions accordingly.

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4.3.2 To facilitate the efficient conduct of the meeting, a member of Court should only ask a question on a point which is included on the agenda, or arises from matters under consideration, or relates to procedure. Where an oral answer cannot be conveniently or properly given a written answer shall be circulated or a response given through a Secretary’s note in the minutes of the meeting. 4.3.3 The Chair is responsible for ensuring that all members have adequate opportunity to be heard, but may draw the attention of any member to the need for conciseness, or indicate the view that the discussion should be brought to a close. The Chair may also call to order any member who it is considered has strayed from the matter under consideration. 4.3.4 A governor must not be bound when speaking or voting at meetings of the University Court by mandates given by others except when acting under approved arrangements as a proxy for another member of the University Court. Any member who wishes to vote by proxy shall notify the Chair in writing of the specific issue to which this refers and to which member of Court the proxy has been granted. A proxy can only be used for voting; it cannot be used to make, second or to amend a motion. 4.3.5 Those present by invitation as observers may speak through the Chair in accordance with section 4.3.1 of the Standing Orders, but shall not be entitled to move or second a motion or amendment or to vote on any matter before the meeting.

4.3.6 Except where specifically provided otherwise, motions and amendments shall be determined by the majority of members present and voting at a quorate meeting. The Chair shall have an additional or casting vote where there is an equality of votes. 4.3.7 The number of members voting for or against an item of business shall, on the request of any member, be recorded in the Minutes. The name of any member voting for or against an item of business or abstaining from voting shall, on the request of that member, be recorded in the Minutes.

4.4

Reserved Areas of Business

4.4.1 All papers must be treated as confidential prior to Court and committee meetings and must not be copied to or discussed with anyone in advance of the meeting. 4.4.2 Article 20(2) of the Governance Order stipulates that matters in relation to the salary, conditions of service, appointment, promotion, suspension or dismissal of any member of the staff of the University will be considered under reserved areas of business on the agenda of Court or any of its Standing Committees. In accordance with article 20 (1) of the Governance Order, any governor who is a governor ex officio by virtue of holding office as President of the Students’ Association in the University shall withdraw from the meeting, or that part of the meeting, when any of the aforementioned matters are being considered unless invited to remain by virtue of a resolution of the other members of the University Court or committee, as the case may be, who are present at the meeting.

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4.4.3 In addition to the matters referred to in paragraph 4.4.2 the University Court may consider as a reserved area of business, any other matters that it judges to be confidential. 4.4.4 Matters discussed by, and at meetings of, Court are confidential to Court, unless Court deems otherwise although, other than for reserved areas of business, agendas, papers and minutes of meetings of Court may be made available after meetings on request. Some papers may be subject to disclosure restrictions under the terms of the Freedom of Information (Scotland) Act 2002 or occasionally the Data Protection Act. If a paper, or a specific part of a paper, is identified as nondisclosable under the FOI legislation, the reason for non-disclosure will be given. In such cases, parts or the whole of the paper may be disclosed, but, in all cases, the release of the information will be overseen by the University Secretary. 4.4.5

4.5

All matters considered under closed areas of business must be treated as confidential and must not be disclosed to third parties before, or after, the meeting unless and until such disclosure is authorised by the Chair of Court. Any instances of unauthorised disclosure should be reported to Court through the University Secretary.

Suspension of Members

4.5.1 If any member of the Court or its committees disregards the authority of the Chair of Court or the Committee Chair, obstructs the meeting or, in the opinion of the Chair, conducts him or herself offensively at the meeting, the Chair may move that the member be suspended for the remainder of the meeting, in which case a motion to that effect shall be made and seconded without discussion and forthwith put to the meeting.

4.6

Adjournment of Meetings or Debate

4.6.1 A meeting or debate may be adjourned with the consent of a two- thirds majority of the governors present. 4.6.2 When a meeting is adjourned temporarily for a brief period for convenience, emergency or other cause, no special procedures are required when the meeting resumes. The remaining business shall be dealt with as if the meeting had been continuous. 4.6.3 When a meeting is adjourned to continue on another day, at least three clear days notice of the calling of the adjourned meeting shall be given. At the adjourned meeting only the unfinished business for which the original meeting was called shall be transacted. 4.6.4 At the discretion of the Chair, when there are no matters of urgency to be resolved, the unfinished business may be referred to the next ordinary meeting of Court or committee, when it shall take precedence over other business except for the confirmation of the minutes of the previous meeting.

Approved by Court: 6.06.2011 Revised and approved by Court 1.12.2011

4.7

Rescinding or Varying Decisions

4.7.1 A decision of the University Court shall continue to be operative and binding until varied or rescinded but no motion to vary or rescind any decision made within the preceding twelve months shall be competent except with the consent of two thirds of the members present and voting at a quorate meeting. However, it shall be competent to deal with the subject matter afresh without two thirds consent where the Chair is satisfied that a material change of circumstances has occurred.

Approved by Court: 6.06.2011 Revised and approved by Court 1.12.2011

SECTION 5: POWERS OF DELEGATION 5.1

Court’s Reserved Powers Article 8 of the Governance Order, specifies certain areas of business which Court reserves to itself for decision. Court’s reserved powers are set out in Schedule 1 to the Standing Orders.

5.2

Primary Responsibilities The powers, functions and duties of the University Court are set out in articles 4 and 5 of the Governance Order. In addition Court has approved a Statement of Primary Responsibilities as set out in Schedule 2 of the Standing Orders.

5.3

Delegation of Authority On occasions, in the interests of expediency, the University Court may grant delegated authority to the Chair of Court to deal with a matter by Chair’s action, or to some sub-set of Court to act on its behalf between meetings. Action taken under delegated authority shall normally consist of business which would not require to be discussed at a meeting of Court such as signing documents or detailed implementation of matters already discussed and agreed at a previous Court meeting. The Chair shall be answerable to the University Court for any action which he or she takes on its behalf and a written report of any such action shall be made to the next meeting of Court for homologation by Court. In all cases, the University Court shall be ultimately accountable and shall accept corporate responsibility for the actions taken.

5.4

Vacation Powers Court will ask the Chair of Court to exercise summer vacation powers on its behalf

5.5

Execution of Documents The University Court has approved regulations governing the execution of official documents as set out in schedule 3 to the Standing Orders.

5.6

Delegation to Committees

5.6.1 Under article 25 of the Order, Court may establish such committees as it thinks fit and confer on each committee such powers and functions as it deems necessary. These functions shall be set out in the terms of reference of the committee concerned agreed by the University Court and reviewed at such intervals as the University Court deems necessary. 5.6.2

Any committee may establish sub-committees and determine their membership and functions provided such establishment is reported to Court and that they comply with these Standing Orders as to their establishment and operation.

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5.6.3

The committees established by Court are defined in the Governors’ Handbook which forms part of these Standing Orders, and which includes details of the remit, membership, quorum and secretarial support for each committee.

5.6.4

If Court or its committees establish a working group, it should clearly define the remit and the timescale within which this group shall work. The working group should be wound up when its function has been fulfilled.

5.6.5

While Court may delegate powers to its committees, Court may review or recall the delegation in general or in regard to a specific matter where it may deal with that matter. Court has the power at any time, subject to any statutory restrictions to the contrary, to vary, extend, restrict or recall any power or function delegated by it to a committee.

Approved by Court: 6.06.2011 Revised and approved by Court 1.12.2011

SECTION 6: GOVERNORS’ RESPONSIBILITIES 6.1

Code of Conduct In accordance with article 23 of the Order, governors have a responsibility to adhere to the highest standards of public life. The Code of Conduct to which governors are expected to adhere is set out in Schedule 4 of the Standing Orders.

6.2

Collective Responsibility The Order provides that Court is a body corporate with perpetual succession. The powers and responsibilities of Court are exercised in a collective manner, Court being a separate legal entity distinct from its individual members. Provided that members of Court act in good faith, act reasonably, diligently, honestly, put the interests of Court before those of any other person, do not cause or permit the University to exceed or breach its legal powers, do not cause or permit the University to fail to comply with its statutory duties and obligations and ensure that it acts in a manner consistent with its purposes they are unlikely to have a personal liability for the collective decisions of Court. If a member of Court disagrees with a decision, he or she should raise his or her concern, attempt to persuade members by debate, vote against a proposal and/or have his or her concerns about a decision noted and minuted, but must observe the principle of collective responsibility with respect to the final decision taken by Court. Members have a duty to stand by a decision taken by Court, even when it is not unanimous, and regardless of whether a member was present at the meeting when the decision was taken.

6.3

Responsibilities as Charity Trustees As the University is a registered charity, all governors shall at all times comply with their obligations as charity trustees pursuant to the Charities and Trustee Investment (Scotland) Act 2005. A summary of the duties is outlined in schedule 5 to the Standing Orders

6.4

Governors’ Liability Insurance The University holds governors’ liability insurance.

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SCHEDULE 1: COURT’S RESERVED POWERS Article 8 of the Statutory Instrument specifies that the University Court may not delegate:

a) its responsibility for ensuring the University remains solvent; b) the approval of strategic direction or significant policy matters affecting the University; c) the employment arrangements and monitoring of performance of the Principal; d) its role in relation to the variation, amendment or revocation of this Order; e) the approval of an annual business plan and annual budget; f)

the approval of the strategy for risk management;

g) the review and the monitoring of the management of the University and its performance; h) the approval of the University’s annual audited accounts; or i)

any matter which is material to— (i) safeguarding the property, assets or undertaking of the University;

(ii) approving any significant commercial activities involving the University; (iii) establishing and monitoring systems of control and accountability within the University; or (iv) strategy for establishing and monitoring of any entity with which the University is involved.

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SCHEDULE 2: STATEMENT OF COURT’S PRIMARY RESPONSIBILITIES General Under the terms of the Glasgow Caledonian University (Scotland) Order of Council 2010 Court is the governing body of the University and, as such, is responsible for overseeing the management and administration of the whole of the revenue and property of the University. Court exercises general control over the University and all its affairs, purposes and functions, taking all final decisions on matters of fundamental concern to the University. Specifically, Court’s primary responsibilities are detailed as follows: Staff and Students 1.

To appoint the Principal and Vice-Chancellor of the University, including the term and conditions of such appointment, and to put in place suitable arrangements for the monitoring of his/her performance;

2.

To ensure a safe working environment is provided for staff and students;

3.

To make such provision as it thinks fit following consultation with the Senate, for the general welfare of its students;

Financial responsibilities 4.

To ensure the solvency of the University and to safeguard its assets;

5.

The preparation and approval of the University’s annual accounts and report;

6.

To ensure the proper use of public funds awarded to the University and to ensure that the terms of the Financial Memorandum with the Funding Council are observed;

7.

To approve the annual operating plans and budgets and to ensure that these reflect the University’s strategic plan and strategic risk assessment

Strategic responsibilities 8.

To approve the mission statement of the University and its strategic plan and to ensure that these articulate the University’s goals and meet the interests of the stakeholders.

9.

To approve a financial strategy for the University, as well as long-term business plans;

10.

To approve an estates strategy for the management, development and maintenance of the University land and buildings in support of institutional objectives;

11.

To approve a human resources strategy;

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Controls 12.

To ensure that the University operates in accordance with the University’s Statutory Instrument as well as all UK and EC legislation where applicable;

13.

To ensure that in all the University’s policies, procedures and actions, the University complies with the requirements of the law relating to equal opportunities as a provider of education and as an employer;

14.

To ensure that systems are in place for the assessment and management of risk;

15.

To ensure the existence and integrity of financial control systems and to monitor these through the Audit Committee;

16.

To ensure that appropriate arrangements are in place for the proper management of health and safety in respect of students, staff and other persons on University premises or affected by University operations;

Monitoring performance and effectiveness 17.

To monitor the University’s performance against its strategic plan and agreed key performance indicators;

18.

To monitor and review the performance and effectiveness of the Court and its standing committees;

19

To ensure that the proceedings of Court are conducted in accordance with best practice in higher education corporate governance and with the principles of public life drawn up by the Committee on Standards in Public Life.

Approved by Court: 6.06.2011 Revised and approved by Court 1.12.2011

SCHEDULE 3: EXECUTION OF OFFICIAL DOCUMENTS At its meeting on 1 October 2009, the University Court agreed the following regulation setting out the scheme of delegated signing authority. Court has delegated financial authority to the principal, the University Secretary and other members of the Executive. The arrangements for the delegation of authority to sign official documents are aligned with the scheme of delegated financial authority. a) Two signatures, including the signature of a governor will be required in the following circumstances. The term governor encompasses appointed governors and staff governors. i. Every document to which the Seal is affixed shall be signed by a member of the University Court (except academic awards which will be signed by the Principal) and shall be countersigned by the Principal or the Principal’s nominee; or, where the Seal is used with the authority of Senate, by the Clerk to Senate. Such documents must have been evaluated and approved by Court or the relevant Committee or senior officer prior to presentation for sealing. b) Court shall delegate signing authority in the following circumstances: i. Any individual contract or document which commits the University to expenditure in excess of the limit of financial delegation stipulated in the Scheme of Delegated Financial Authority approved by the Finance & General Purposes Committee and ratified by Court, may be signed by the Principal or the Principal’s nominee where the decision to commit to the expenditure has been approved by Court and duly ratified in the Court minutes. ii. All other documents may be signed by the Principal, or the Principal’s nominee.

Approved by Court: 6.06.2011 Revised and approved by Court 1.12.2011

SCHEDULE 4: GOVERNORS’ CODE OF CONDUCT The Code of Conduct applies equally to all members of Court and is based on the seven principles of public life as defined by the Committee on Standards in Public Life, namely • Selflessness • Integrity • Objectivity • Accountability • Openness • Honesty • Leadership It is the personal responsibility of a Governor to comply with these rules of conduct. The Code of Conduct shall include the following principles:– a) ensuring the University complies with the terms of the Governance Order; b) promoting the interests of the University; c) acting prudently and with reasonable care, skill and diligence; d) complying with all legal responsibilities imposed on the Governors by law; e) acting selflessly in the interests of the University; f)

acting with integrity, in good faith, honestly, objectively, accountably and for a proper purpose;

g) complying with good governance practice and principles; h) avoiding or declaring (where appropriate) conflicts of interest or potential conflicts of interest; i)

not profiting at the University’s expense;

j)

not acting in a sectional interest; and

k) not misusing the position of Governor. In addition governors have the following personal responsibilities: a) to make all reasonable efforts to attend every meeting of Court. In the event of unavoidable absence a member should so inform the Court Office prior to the meeting; b) to read the papers to be considered by Court (normally circulated to members 5 working days prior to each meeting), to consider their content and to seek any necessary clarification from the University Secretary or the Chair of the appropriate committee or the author of a paper; Approved by Court: 6.06.2011 Revised and approved by Court 1.12.2011

c) to ensure that their views relevant to an item under discussion are heard by Court, always bearing in mind the best interests of the University; d) to participate in ensuring that Court discussions are held and decisions taken in an honest, open and objective manner and that the taking of sectional positions is avoided; e) where a consensus decision proves impossible and a vote is called, to vote objectively and dispassionately. If a member votes against a motion which is carried by a majority of those present, he or she must either subsequently acknowledge the principle of corporate responsibility and stand by the decision or exceptionally, if the matter is deemed to be a serious question of conscience or principle, resign from Court membership. f)

to bring the same qualities of honesty, openness and objectivity to any work they have agreed to undertake on Standing Committees of the University or on working parties established by the Court.

Approved by Court: 6.06.2011 Revised and approved by Court 1.12.2011

SCHEDULE 5: DUTIES OF CHARITY TRUSTEES

Section 66 of the Charities and Trustee Investment (Scotland) Act 2005 Act describes four general duties of charity trustees which are fundamental to their role as a charity trustee. Charity trustees are required to comply with these while carrying out their functions as a charity trustee. A charity trustee must: a) act in the interests of the charity; b) seek, in good faith, to ensure that the charity operates in a manner that is consistent with its objects or purposes; c) act with the care and diligence that it is reasonable to expect of a person who is managing the affairs of another person; d) ensure that the charity complies with the provisions of this Act, and other relevant legislation In addition to the general duties of charity trustees, the Act also puts additional specific duties on charities which charity trustees must ensure are met. These additional duties relate to the following: a) b) c) d) e)

ensuring the charity details are entered on the Scottish Charity Register reporting to the Office of the Scottish Charity Regulator (OSCR) financial record keeping and reporting fundraising providing information to the public

Article 23 of the Order does not make specific reference to governors’ responsibilities as charity trustees. In fulfilling the responsibilities of governors outlined in the Order, governors are also bound by the terms of the Charities and Trustee Investment (Scotland) Act 2005. Further guidance on the duties of charity trustees is contained in the Guidance for Charity Trustees published by the Office of the Scottish Charity Regulator, a copy of which may be accessed via Blackboard or obtained from the Court Office.

Approved by Court: 6.06.2011 Revised and approved by Court 1.12.2011

SCHEDULE 6: ELECTION OF STAFF GOVERNORS Article 10(7)(a) of the Order requires that the University Court must make rules for the conduct of elections for the appointment of staff governors. 1. Academic Staff Arrangements for the election of academic staff are in terms of Article 10(5)(b)the Order. The constituency for the election shall be all academic members of staff of the University. 2. All Other Staff (Non-Academic) Arrangements for the election of all other staff are in terms of Article 10(5)(c) of the Order. The constituency for the election shall be all members of all other (i.e. non-academic) staff of the University. 3. Procedure a) The University Secretary will arrange and oversee the election. b) A notice of election will be emailed to each member of the constituency by the Court Office. c) Nominations shall be made on the form of nomination issued with the notice of election. Nominations must be seconded by a member of staff from the relevant constituency and must be accompanied by a candidate’s statement. d) The closing date for the receipt of nominations shall be fourteen days after the issue of the notice of the election. e) If only one nomination is received, the University Secretary will declare the successful candidate by email and/or by posting a notice on the University intranet, the day after the return date. f)

If more than one nomination is received, the Court Office will issue to each member of the constituency no later than five days after the return date, a ballot paper, a list of candidates, and accompanying statements from the candidates and the location of the polling stations.

g) The University Secretary, or nominee, in the presence of the Depute Court Secretary, shall open the sealed ballot box and count the votes. The Secretary shall within a further twenty-four hours declare the result of the election by email and/or by posting a notice on the University intranet. The candidate with the highest number of votes will be declared successful.

Approved by Court: 6.06.2011 Revised and approved by Court 1.12.2011

AUDIT COMMITTEE TERMS OF REFERENCE 1. Internal Control and Risk Management i.

reviewing and advising Court concerning the internal and external auditors’ assessments of the effectiveness of the institution’s risk identification and mitigation procedures and financial and other internal control systems, including controls specifically to prevent or detect fraud or other irregularities as well as those for securing economy, efficiency and effectiveness;

ii.

monitoring and reviewing the effectiveness of the institution’s risk management, control and governance arrangements;

iii.

reviewing and advising Court on its compliance with corporate governance requirements and good practice guidance; and

iv.

advising Court on compliance with the SFC Outcome Agreement. 2. Internal Audit

i.

advising Court on the scope and nature of the internal audit provision;

ii.

advising Court on the selection, appointment or re-appointment and remuneration, or removal of the internal audit provider where the service is contracted-out. The responsibility regarding selection of a contracted-out provider may be delegated to an Evaluation Committee;

iii.

advising Court on the terms of reference for the internal audit provider;

iv.

reviewing the scope, efficiency and effectiveness of the work of internal audit, considering the adequacy of the resourcing of internal audit and advising Court on these matters;

v.

advising Court of the Audit Committee’s approval of the basis for and the results of the internal audit needs assessment and the strategic and operational planning processes;

vi.

approving the criteria for grading recommendations in assignment reports as proposed by the internal audit provider;

vii.

reviewing the internal audit provider’s monitoring of management action on the implementation of agreed recommendations reported in internal audit assignment reports and internal audit annual reports;

viii.

considering salient issues arising from internal audit assignment reports, progress reports, annual reports and management’s response thereto and informing Court thereof;

ix.

informing Court of the Audit Committee’s approval of the internal audit service’s annual report;

x.

ensuring establishment of appropriate performance measures and indicators to monitor the effectiveness of the internal audit service;

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xi.

securing and monitoring appropriate liaison and co-ordination between internal and external audit;

xii.

ensuring good communication between the Committee, the University and the person responsible for the internal audit service; and

xiii.

responding appropriately to notification of fraud or other improprieties received from the person responsible for the internal audit service or other persons.

3. External Audit i.

advising Court on the selection, appointment, annual re-appointment and remuneration, or removal, of the external auditors and the scope of their work. The responsibility regarding selection may be delegated to an Evaluation Committee;

ii.

considering the University’s annual financial statements and the external auditor’s report prior to submission to Court. The Committee should consider the external audit opinion, the Statement of Members’ Responsibilities and any relevant issue raised in the external auditor’s management letter;

iii.

reviewing the external auditor’s annual Management Letter and monitoring management action on the implementation of the agreed recommendations contained therein;

iv.

advising Court of salient issues arising from the external auditor’s management letter and any other external audit reports, and of management’s response thereto;

v.

reviewing the statement of corporate governance included within the University’s Annual Accounts;

vi.

establishing appropriate performance measures and indicators to monitor the effectiveness of the external audit provision;

vii.

reviewing the external audit strategy and plan;

viii.

holding discussions with external auditors and ensuring their attendance at Audit Committee and Court meetings as required;

ix.

considering the objectives and scope of any non-statutory audit work undertaken or to be undertaken, by the external auditor’s firm and advising Court of any potential conflict of interest;

x.

requiring appropriate liaison and co-ordination between external and internal audit

4. Private Meetings i.

having a process in place to allow meetings (or parts thereof) with only the committee members present to discuss any issues or concerns among themselves in order to allow them to understand and constructively challenge management and the auditors better;

ii.

having a process in place for holding private meetings with both the internal and external auditors to discuss matters which may not have been addressed as part of the audit;

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iii.

having a process in place to communicate any issues arising from such meetings to management where necessary

5. Value for Money i.

establishing and overseeing a review process for evaluating the effectiveness of the institution’s arrangements for securing the economical, efficient and effective management of the institution’s resources and the promotion of best practice and protocols and reporting to Court thereon;

ii.

advising Court on potential topics for inclusion in a programme of value for money reviews and providing a view on the party most appropriate to undertake individual assignments considering the required expertise and experience; and

iii.

advising Court of action that it may wish to consider in the light of national value for money studies in the higher education sector.

6. Advice to the University Court i.

reviewing the institution’s compliance with the SFC Outcome Agreement and advising Court on this;

ii.

producing an annual report for Court;

iii.

advising Court of significant, relevant reports from the Council and Audit Scotland and successor bodies and, where appropriate, management’s response thereto;

iv.

reviewing reported cases of impropriety to establish whether they have been appropriately handled; and

v.

advising Court on Business Continuity and Institutional Risk Appraisal.

7. Communication with Finance & General Purposes Committee Communication between the Audit Committee and the Finance and General Purposes Committee will be done by an exchange of committee papers and minutes. 8. Monitoring Risk to map the committee’s terms of reference onto the corporate risk register and to monitor those risks which are encompassed in the committee’s sphere of responsibility. 9. Committee Membership to keep the committee membership under review in order to maintain consistently the relevant balance of skills, knowledge and experience and to advise the Court Membership Committee accordingly.

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10. Committee Objectives Inasmuch as benchmark information is available, to benchmark the committee’s objectives annually against comparable institutions to ensure that these continue to be fit for purpose and reflect best practice in terms of corporate governance

Composition of Committee Four lay members of Court The Senate representative on Court In attendance The Principal The Chief Financial Officer The Depute Director of Finance The University Secretary A representative from the internal auditors and when appropriate, the external auditors Quorum A quorum comprises three members of the Committee, one of whom must be the Chair.

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UNIVERSITY COURT COURT MEMBERSHIP COMMITTEE Terms of Reference a.

The Court Membership Committee shall keep Court’s membership under review and seek out new lay members to serve on Court. In considering possible nominations, the Membership Committee should have regard to the age distribution, occupations and gender of existing members of Court with the aim of ensuring a good balance of representation. The Membership Committee must be particularly mindful of the present and future needs of the University for lay members with specific types of expertise and experience.

b.

To keep the committee membership under review in order to maintain consistently the relevant balance of skills, knowledge and experience and to advise the Membership Committee accordingly.

c.

To map the committee’s terms of reference onto the corporate risk register and to monitor those risks which are encompassed in the committee’s sphere of responsibility.

d.

Inasmuch as benchmark information is available, to benchmark the committee’s objectives annually against comparable institutions to ensure that these continue to be fit for purpose and reflect best practice in terms of corporate governance.

Composition of Committee Four lay governors, one of whom is the Chair of Court The Principal One staff governor In Attendance University Secretary & Vice Principal (Governance) Quorum A quorum comprises three members, two of whom must be lay governors and one of whom must be the Chair of the Committee or his/her nominee.

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Finance and General Purposes Committee The Finance and General Purposes Committee is responsible to the University Court and has the following terms of reference. Financial Oversight and Controls i)

To ensure that statutory requirements relating to the University’s financial affairs are adhered to.

ii)

To ensure compliance with the Scottish Funding Council Financial Memorandum and related guidance provided by the Scottish Funding Council and the new requirement of Outcome Agreements

iii)

To ensure compliance with the University’s Financial Regulations.

iv)

To agree action to be taken in relation to financial irregularities. [Note – certain aspects of financial regularities fall within the remit of the Audit Committee]

v)

To approve the writing-off of individual debts in excess of £100,000. (The Principal/Executive Board authority is up to a cumulative maximum of up to £750,000 per annum.)

vi)

To review and recommend approval of the Annual Report and Accounts to the University Court.

vii)

To approve policies in relation to raising money externally, by any means, domestic or foreign and for any purpose.

Budget Setting/Monitoring i)

To approve financial principles/strategy/key assumptions for the annual budget and strategic plan financial estimates.

ii)

To contribute to strategic planning and to propose the University-wide annual budget (capital and revenue) and strategic plan financial forecasts for approval by Court.

iii)

To ensure that the process of monitoring spend against budget is being carried out satisfactorily by the Executive Board and reported on by exception. Exception reports to be triggered in the event of:      

iv)

forecasted positive or negative variations of 1% of the total budget adverse variations of 1% in payroll adverse variation of 10% on operating cash flow or planned borrowings Students’ Association – adverse variation of 5% of the budget figure Glasgow Caledonian University Company Ltd – adverse variation of 10% of budgeted surplus Major capital projects adverse variation of 5% on any single project To approve any expenditure in excess of £750,000.

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3.

4.

Estates i)

To review the University’s Estates Strategy and recommend approval to Court (to be updated quinquennially as a minimum).

ii)

To delegate financial authority relating to the implementation of specific projects arising from the Estates Strategy.

iii)

To approve investment in/or disposal of property.

*Major Reorganisations To consider recommendations from the Principal and, where appropriate, Senate and to submit proposals to Court *Defined as involving the creation/dissolution of departments or divisions involving more than 30 staff. The Principal is authorised to take executive actions up to 30 posts.

5.

Contracts and External Collaborations To approve any income generating projects worth more than £750,000 or research grants/research contracts in excess of £2,000,000 turnover.

6.

Financial Claims To agree the strategy to be followed in relation to financial claims against the University in excess of £750,000.

7.

Appointment of Bankers To appoint the University’s bankers.

8.

Early Retirements To monitor the adequacy of the financial provision that has been made for early retirements.

9.

Students’ Association To observe the financial affairs of the Students’ Association on the basis of exception reports from the Executive Board.

10.

Companies To approve the formation/dissolution of University companies and to monitor overall performance by exception reports from the Executive Board

11.

Insurance To ensure that the University is adequately covered in respect of its assets and activities.

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12.

Caledonian Investment Fund* The Caledonian Investment Fund Board may approve expenditure on individual projects up to £50,000, not exceeding £500,000 in any single financial year. Requests for expenditure approvals on any one investment exceeding £50,000 should be submitted to the Finance and General Purposes Committee. *The Caledonian Investment Fund is available to staff and students to support a wide range of activities that will stimulate the development of enterprise and entrepreneurship across the University. The total fund available is £0.5m, with investment of up to £50k for staff and typically £5k for students. The investment policy is designed to establish a sustainable fund.

13.

Major Projects The Committee may create ad hoc, time limited sub-committees for major projects in areas of estates, internationalisation and commercialisation.

14.

Monitoring Risk To map the committee’s terms of reference onto the corporate risk register and to monitor those risks which are encompassed in the committee’s sphere of responsibility.

15.

Committee Membership To keep the committee membership under review in order to maintain consistently the relevant balance of skills, knowledge and experience and to advise the Membership Committee accordingly.

16.

Committee Objectives Inasmuch as benchmark information is available, to benchmark the committee’s objectives annually against comparable institutions to ensure that these continue to be fit for purpose and reflect best practice in terms of corporate governance

17.

Communication between Finance and General Purposes Committee and Audit Committee Having a reciprocal arrangement whereby the Chair of the Finance & General Purposes Committee may attend meetings of the Audit Committee and the Chair of Audit Committee may attend meetings of the Finance and General Purposes Committee. Communication between Finance and General Purposes Committee and the Audit Committee will be done by an exchange of committee papers and minutes.

Composition of Committee Six lay members of Court President of the Students’ Association The Principal The Chief Financial Officer In attendance The Depute Director of Finance The University Secretary

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Quorum A quorum comprises three members of the Committee, one of whom must be the Chair.

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UNIVERSITY HEALTH AND SAFETY COMMITTEE Objective The principal function of this committee is to ensure the health, safety and wellbeing of staff and others who may be affected by our work activities. Terms of Reference i

To ensure that there is a written statement of H&S policy, including details of the organisation and arrangements for its implementation and bringing the policy and any revisions to the attention of all employees.

ii.

To advise on the development and implementation of occupational health and safety and wellbeing policies.

iii. To agree the University’s strategic approach to implement the Health and Safety Policy and supporting plans, ensuring that appropriate arrangements are in place for developing, maintaining and improving the health and safety management system. iv.

To consider and agree the health and safety training strategy and monitor the effectiveness of the training provision.

v.

To ensure that the necessary occupational health arrangements are in place to cover preemployment screening and other statutory checks during employment.

vi.

To ensure that a clear framework of University standards, procedures and systems exist to deal with the requirements of the H&S policy document and associated guidance and compliance with relevant and forthcoming legislation.

vii. To agree and monitor health and safety performance measures appropriate to the needs of the University. viii. To receive and consider H&S performance reports, both strategic and operational, from the Schools/Departments and specialist advisers as appropriate. ix.

To review progress of the health and safety plan on an annual basis to develop and continually improve both the health and safety management system and policy.

x.

To submit an annual report to Court to advise and make recommendations on matters relating to health and safety policy.

xi.

To keep the committee membership under review in order to maintain consistently the relevant balance of skills, knowledge and experience and to advise the Membership Committee accordingly.

xii. To map the committee’s terms of reference onto the corporate risk register and to monitor those risks which are encompassed in the committee’s sphere of responsibility.

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xiii. Inasmuch as benchmark information is available, to benchmark the committee’s objectives annually against comparable institutions to ensure that these continue to be fit for purpose and reflect best practice in terms of corporate governance.

Composition of Committee 3 Lay Court members: The President of the Students’ Association: One staff governor: The Director of People In attendance University Secretary & Vice Principal Governance University Health & Safety Adviser Occupational Health Adviser Head of Estates Quorum A quorum comprises three members one of whom must be the Committee Chair or his nominee.

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Remuneration Committee Terms of Reference 1.

To determine the salary, terms and conditions of service and other benefits for the Principal, other members of the Executive Board and the Director of People.

2.

To note severance arrangements, including payments, to the above staff in accordance with policies approved by Court and general guidance provided by the Scottish Funding Council.

3.

To provide Court with an annual report incorporating full details of the basis of all decisions about the salaries and terms conditions of service for the above posts along with information concerning external comparators and any other background used by the Committee in reaching its decisions.

4a.

When the University requires to appoint a new Principal, the Remuneration Committee is responsible for considering and making recommendations on the terms and conditions, salary and benefits for the appointment at the beginning of the process and for advising the Court appointed Search Committee of these. During the search process, the Remuneration Committee will liaise with the Search Committee. This will normally be by ensuring that the Chairman of the Remuneration Committee (or a nominated deputy selected from the Remuneration Committee), is an ex officio member of the Search Committee. Other members of the Remuneration Committee may also be appointed to the Search Committee.

4b.

With regard to other vacancies at this level, the Remuneration Committee delegates authority to the Principal for finalising the starting salary and other terms and conditions of employment, taking account of the pay bands and terms and conditions agreed by the Committee and, in exceptional circumstances, for determining any salary increase or other approach necessary for the retention of Executive staff in consultation with the Chair of the Remuneration Committee.

5.

To delegate authority to the University’s Remuneration Panel: (i) to determine the salary and terms and conditions of service for professors and senior managers (ii) to implement the performance related pay scheme agreed by the Remuneration Committee. The Remuneration Panel will submit an annual report to the Remuneration Committee which will include the highlighting of annual salaries > £100k.

6.

To map the Committee’s terms of reference onto the corporate risk register and to monitor those risks which are encompassed in the Committee’s sphere of responsibility.

7.

To keep the committee membership under review in order to maintain consistently the relevant balance of skills, knowledge and experience and to advise the Court Membership Committee accordingly.

8.

Inasmuch as benchmark information is available, to benchmark the Committee’s objectives annually against comparable institutions to ensure that these continue to be fit for purpose and reflect best practice in terms of corporate governance.

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Composition of Committee The composition of the Remuneration Committee is as follows: Four appointed members of Court (including the Chair of Court ex officio) with experience appropriate to the Committee’s work, one of whom has been appointed by Court as Chairman of the Committee. The Principal [who withdraws when matters concerning her own salary and employment conditions are discussed, as do others attending the meeting whose salary and employment conditions are discussed.] In Attendance The University Secretary supported by the Assistant Head of Governance is Secretary to the Remuneration Committee. The Chief Financial Officer and the Director of People attend the Committee meetings to provide professional advice/support to the Committee as required and invited by the Chair of the Committee. Quorum The quorum is three, one of whom must be the Committee Chair or his/her nominee.

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Staff Policy Committee Terms of Reference

The Staff Policy Committee is responsible to the University Court and has the undernoted terms of reference. a) To ensure that the University’s employment policies comply with legal requirements and to review and commend all new HR and OD policies to Court for approval . b) To consider any implications for the University of significant HR/OD trends within the sector and more widely and to provide a forum for input, discussion and feedback on contemporary HR and OD practice. c) To review the progress and impact of the People Strategy in helping to deliver the University’s strategic objectives; and to advise the University Court on any implications which Strategic Plan objectives have for the development of the Strategy. d) To ensure that HR/OD policies and practices are developed in accordance with the principles of transparency, fairness and objectivity and are reviewed periodically to ensure that they remain consistent with current legislation and the University’s operations; and remain relevant to the University’s objectives. e) To advise Court on appropriate performance measures and benchmarking comparisons for the workforce performance and to monitor the University’s performance. f) To evaluate planned strategic OD interventions which support the cultural renewal agenda; and to receive regular progress reports in order to satisfy itself that the key behaviours identified in the People Strategy are being embedded in the organisation. g) To keep under review arrangements for monitoring staff attitudes and opinions and to advise Court accordingly. h) To ensure that the University joint consultative arrangements are appropriate and effective. i.) to receive reports and comment on significant planned reorganisational structures and to review progress. j) To be consulted before the first formal engagement with the unions, in the event that the University is considering collective compulsory redundancies*, to ensure that the University is fulfilling its statutory obligations; and to engage with Court as appropriate. k) The Chair of the Staff Policy Committee will be notified of the circumstances and procedures to be followed in cases where an individual member of staff will be issued with a notice of redundancy. This does not apply to casual or fixed term contracts which are not renewed.** l) The Staff Policy Committee may establish such sub-committees as may be considered necessary. m) To keep the committee membership under review in order to maintain consistently the relevant balance of skills, knowledge and experience and to advise the Membership Committee accordingly.

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n) To map the committee’s terms of reference onto the corporate risk register and to monitor those risks which are encompassed in the committee’s sphere of responsibility. o) Inasmuch as benchmark information is available, to benchmark the committee’s objectives annually against comparable institutions to ensure that these continue to be fit for purpose and reflect best practice in terms of corporate governance.

* The definition of collective compulsory redundancies is 20 posts in a 90 day period, in accordance with the statutory definition. ** The management of fixed term and casual contracts is managed through a separate policy. Composition of Committee Three lay members of Court, one of whom will be a member of the Remuneration Committee Two staff governors The Principal The Director of People

In Attendance The University Secretary Other members of staff may be invited to attend as required. Committee Secretary Quorum A quorum comprises three members one of whom must be the Committee Chair or his/her nominee.

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COURT COMMITTEE ATTENDEES 2013/2014 COURT Member Mr Tony Brian (Chair) Mrs Hazel Brooke Dr Douglas Chalmers Mr John Chapman Prof Pamela Gillies Ms Laura Gordon Mr Ian Gracie Mr Tom Halpin Mr Gordon Jack Mr Matt Lamb Dr Rajan Madhok Dr James Miller Mr Hugh O'Neill Ms Davena Rankin Mr Iain Stewart Mr David Wallace Mr Alistair Webster Ms Stephanie Young In Attendance Prof Doug Greenhalgh Ms Jan Hulme Mr Alex Killick Professor Mike Mannion Mr Gerry Milne Prof Karen Stanton Prof Valerie Webster Prof John Wilson Secretariat Ms Janice Bruce

AUDIT Member Laura Gordon Tom Halpin James Miller (Chair) Iain Stewart Alistair Webster In Attendance Lyndsay Brown Pamela Gillies Jan Hulme Gerry Milne

CMC Member Tony Brian (Chair) Hazel Brooke Pamela Gillies Rajan Madhok James Miller Iain Stewart In Attendance Jan Hulme Secretariat Janice Bruce

F&GP Member John Chapman Pamela Gillies Ian Gracie Gordon Jack Matt Lamb Gerry Milne Hugh O'Neill David Wallace (Chair) In Attendance Jan Hulme Lyndsay Brown

Secretariat Janice Bruce

Secretariat Janice Bruce

Internal Auditors Jo Brown (PWC) Cameron Revie (PWC)

Internal Auditors Jo Brown (PWC) Cameron Revie (PWC)

External Auditors Keith MacPherson (KPMG) Stephen Reid (KPMG)

External Auditors Keith MacPherson (KPMG) Stephen Reid (KPMG)

H&S Member John Chapman Alex Killick Matt Lamb Hugh O'Neill (Chair) Davena Rankin

REMUNERATION Member Tony Brian Hazel Brooke Pamela Gillies Rajan Madhok (Chair) Stephanie Young

In Attendance Robert Curtis Douglas Little Jan Hulme

In Attendance Jan Hulme Alex Killick Gerry Milne

Secretariat Jean Ash

Secretariat Janice Bruce

STAFF POLICY Member Hazel Brooke (Chair) Douglas Chalmers Pamela Gillies Alex Killick James Miller Davena Rankin Stephanie Young In Attendance Fiona Campbell Jan Hulme Secretariat Debbie Donnet

New Court Member Mentoring Arrangements - Protocols 1. Each new Court member ("mentee") is assigned a "mentor" by the Chair for their first year in office from amongst the other Court members. The purpose is to give new members confidential and easily available advice and support as they come up to speed with the University and how Court, Committees and the wider governance arrangements work. 2. On the appointment of a mentor, it is his or her responsibility to call the mentee as soon as practicable to introduce him or herself and to discuss what advice and support he or she can give. That advice and support will include at a minimum: • •

an initial meeting availability either by phone or email to explain Court and Committee papers and practices

The two parties can agree other forms of advice and support if they wish. 3. After the first call and meeting, it is the mentee who is to drive the relationship as the level of advice and support desired from the mentor will depend on the mentee. 4. If either party has concerns that the mentoring relationship is not working properly then he or she should speak to the Chair of Court. 5. The mentoring relationship will normally come to an end one year after the mentee's date of appointment to Court or at such earlier date as the two parties agree. 31 October 2012

OUR POLICIES:

EMPLOYMENT MATTERS

Public Interest Disclosure Policy

HUMAN RESOURCES

www.caledonian.ac.uk/hr

Glasgow Caledonian University is a registered Scottish charity, number SC021474.

  1 

Introduction .................................................................................................................................... 3 

2 

Scope of Policy ................................................................................................................................ 3 

3 

Principles ......................................................................................................................................... 4 

4 

The Procedure ................................................................................................................................. 4 

5 

Raising a concern ............................................................................................................................ 5 

6 

Policy Review .................................................................................................................................. 6 

 

Public Interest Disclosure Policy  February 2009 

 

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Public Interest Disclosure Policy 

Policy Document  1

Introduction 

The University is committed to the highest standards of openness, honesty and accountability and  seeks to conduct its affairs in a responsible manner taking into account the requirements of the  Scottish Funding Council (SFC) and the University values established by Court.  All employees are encouraged to raise genuine concerns about possible improprieties in accounting,  auditing or other matters and other malpractices, at the earliest opportunity and in an appropriate  way.  This policy is designed to:  • • •

support the University mission and values  ensure that employees can raise concerns without fears of suffering retribution  provide a transparent and confidential process for dealing with concerns 

In certain circumstances the University’s grievance procedure may still be appropriate. Allegations  relating to discrimination or harassment against individuals should be dealt with under the relevant  policy.  Employees are encouraged to follow this confidential procedure, rather than raising their concerns  externally. 

2

Scope of Policy 

All UK employees are protected under the Public Interest Disclosure Act 1998 when they make a  protected disclosure. This is a disclosure of information which, in the reasonable belief of the  employee raising the concern covers the following employer activities:  • • • • • • • • • •

financial irregularities, academic or professional malpractice  fraud  a criminal offence which is about to be, is being or may have been committed  a failure to comply with a legal obligation or breach of the University Statutes, Ordinances or  Regulations   a miscarriage of justice  environmental damage  danger to the health and safety of another person  improper conduct or unethical behaviour  corruption, bribery or blackmail  concealment of any of the above 

 

Public Interest Disclosure Policy  February 2009 

 

 

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3

Principles 

The policy will be applied using the following principles:  1. 2. 3. 4. 5.

6. 7.

4

All concerns will be treated fairly and properly  The University will not tolerate the harassment or victimisation of anyone raising a genuine  concern  Any individual making a disclosure will retain their anonymity unless they agree otherwise  Anyone who raises a concern  will be informed who is handling the matter  The University will seek to ensure that anyone who raises a genuine concern does not suffer  retribution, even if they are mistaken. This provision does not extend to someone who raises  a concern in bad faith or for malicious purposes.  Any individual making a disclosure in bad faith or for malicious purposes may face  disciplinary action.  Employees may risk losing protection under the Act and rendering themselves liable to  disciplinary action if they make the disclosure public without first following this procedure. 

The Procedure 

Disclosures will remain confidential until a formal investigation has begun. Thereafter the identity of  the person raising the concern will remain confidential, unless it is incompatible with a fair  investigation or if there is an overriding reason for the disclosure. If a decision is made to remove the  confidentiality of the person raising the concern, the individual will be advised of this in advance.  Provided the allegation has been made in good faith, lawfully, without malice and in the public  interest, it will constitute a protected disclosure for the purposes of Section 43A of the Employment  Rights Act 1996 and the employment position of the person will not be disadvantaged for reason of  making the allegation.   This includes protection against:  • • •

any form of detrimental treatment as a result of the protected disclosure; and  dismissal arising out of the protected disclosure  Any person making an allegation or assisting in an investigation of such an allegation shall be  protected from victimisation. All allegations of victimisation arising in such circumstances  will be dealt with under the disciplinary procedure and, if established, will be treated as  gross misconduct. 

 

Public Interest Disclosure Policy  February 2009 

 

 

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5

Raising a concern 

Concerns should be raised directly to the University Secretary, or in the absence of the University  Secretary, to the Director of HR. The University Secretary has the authority, in consultation with the  Principal and Vice Chancellor, to consider what action should be taken in cases where concerns have  not been raised with, or properly dealt with, by Heads of Department.  The University Secretary will inform the Principal and Vice Chancellor and the Chair of the Court  unless:  • • •

requested not to do so by the employee raising the concern; or  the Chair of Court is likely to be involved at any subsequent appeal; or  either the Principal and Vice‐Chancellor or Chair of Court is the subject of the disclosure or  likely to be included in any investigation 

In cases involving financial malpractice or irregularities, concerns may be raised with the Chair of the  Audit Committee. In cases involving disclosures which may be linked to the University Secretary, the  disclosure should be made in writing to the Principal.  The employee raising the concern will be informed of who is handling the matter, how they can  contact them and if any further assistance is needed. Feedback will be given provided this does not  infringe upon the duty of confidence owed by the University to another individual.  The University Secretary will keep a written record of the disclosure and in consultation with the  Principal and Vice‐Chancellor and/or the Chair of Court will decide on the appropriate course of  action and if an investigation is necessary.  Disclosures will normally be the subject of an investigation by an independent officer. Where it is  decided that no investigation is necessary, the person raising the concern will be informed in writing  of this within 14 days and given the opportunity to re‐state the allegation to the Principal.   Normally the Internal Auditor or an independent officer of the University will undertake the  investigation and report the findings to the University Secretary. The investigation or a part of the  investigation may be delegated to an appropriate Manager. Any investigation will be conducted as  sensitively and speedily as possible, preferably within 14 days of the disclosure being raised.   The person against whom the disclosure is made will be informed of any supporting evidence  available and will be allowed to respond before any investigation or subsequent action is concluded.  If disciplinary action is deemed appropriate following an investigation, a second (disciplinary)  investigation will not normally be required.  As a result of the findings of the investigation, other internal procedures may be invoked, such as:  • • • •

disciplinary procedures  grievance procedures  complaints procedures  harassment procedures 

In serious cases, the matter may be referred to the police or an independent enquiry.   

Public Interest Disclosure Policy  February 2009 

 

 

Page 5 of 6 

On conclusion of the investigation process the University Secretary will inform the individual who  raised the concern of what action, if any is to be taken.  If no action is to be taken then the individual concerned will be informed in writing of the reason for  this. If they are dissatisfied with this decision they may appeal to the Chair of the Audit Committee  or Chair of Court as appropriate. An appeal must be made in writing within 14 days of the outcome.  The outcome of the appeal will be notified to the individual as soon as is reasonably practicable.   Investigation Reports will be retained for three years. 

6

Policy Review 

This policy will be reviewed as and when required, any amendments will be discussed at Staff policy  committee and approved by Court. 

Public Interest Disclosure Policy  February 2009 

 

Page 6 of 6 

EXECUTIVE SUPPORT CONTACT LIST (as at Apr 2014) All numbers prefaced by 0141 331, unless otherwise specified.

University Executive Principal and Vice-Chancellor Senior Executive Personal Assistant Executive Advisor Executive Personal Assistant

Professor Pamela Gillies Julie Burns Kenneth Fleming Evelyn Malcolm

VP & Pro Vice-Chancellor (Business Development)

Professor Lesley Sawers

Executive Personal Assistant

Karen McMillan

3126

Director of International Business Devel. VP & Pro Vice-Chancellor (Global Engagement)

Jane Gotts

8581

Professor Karen Stanton

3221

Executive Personal Assistant

Joanne Ellis

1588

VP & Pro Vice-Chancellor (Research) & Provost of GCU New York

Prof Mike Mannion

3285

Gaenor Moore

1301

Executive Personal Assistant VP & University Secretary (Governance)

Ms Jan Hulme

Executive Personal Assistant

Karen Richmond/Elaine Anderson Gerry Milne

Chief Financial Officer & Vice-Principal Finance & Planning Executive Personal Assistant

Gaenor Moore

Vice-President of GCU New York

Cara Smyth

Executive Personal Assistant

Lorre Eng

B218 B217 B217 B217 Fax

B213

3113 3112 1695 3109 3174 8728

3440 3132

B210

3812 1301

Executive Deans of Academic Schools Engineering & Built Environment Executive Dean & Pro Vice-Chancellor Personal Assistant Head of Administration Vice Dean

Prof Doug Greenhalgh Maggie Proctor David Moore Prof Iain Cameron

M511a M511 M506 M504A

3968 3629 8908 3297

Prof John Wilson Patricia Connolly Diane Donaldson Prof John Lennon

W522A W220 W522B A660/W 522C

3058 3128 3176 8405

Glasgow School for Business & Society Exec Dean & Pro Vice-Chancellor (L& T) Personal Assistant Head of Administration Vice Dean Health & Life Sciences Exec Dean & PVC (External Relations) Personal Assistant Head of Administration Vice Dean

Prof Valerie Webster Ella Fry Tracy Findlay Vincent McKay

A206B A214

8118 8300 3438 8385