Corporate and Academic Governance Framework

Transcription

1 Crprate and Academic Gvernance Framewrk

2 Index 1. Intrductin Primary elements, cre values and guiding principles Office fr Students Regulatry Framewrk, Ntices and Advice Annual review and evaluatin Entrenched prvisins f the Articles f Assciatin Separatin f pwers Amending the Articles and the Crprate and Academic Gvernance Framewrk Crprate gvernance arrangements Crprate gvernance arrangements: sharehlders Crprate gvernance arrangements: directrs Crprate gvernance arrangements: management Academic gvernance arrangements Cmmittee Structure Academic Cmmittee Quality Assurance and Enhancement Cmmittee (QAEC) Curse Cmmittees Student Staff Cnsultative Frum (SSCF) Senir Academic Leadership Team (SALT) Equality, Diversity and Inclusin Equality, Diversity and Inclusin Cmmittee Measuring perfrmance Annual Planning Cycle Staff Directrs and Cmpany Secretary 59 Crprate and Academic Gvernance Framewrk Page 1

3 Dcument Versin Cntrl Dcument Versin Cmmittee Cmmittee Actin Date v8.0 Academic Cmmittee Affirmed 23 Nv 2018 v8.0 Bard f Directrs Apprved 23 Nv 2018 v8.0 Date in frce 1 January 2019 Crprate and Academic Gvernance Framewrk Page 2

4 1. Intrductin Blmsbury Institute is an unlisted private cmpany limited by shares, incrprated n 14 August 2002 and registered at Cmpanies Huse fr England and Wales under Cmpany Number As an unlisted private cmpany limited by shares, the cmpany is wned by sharehlders and managed by directrs (thrugh a Bard f Directrs). The sharehlders and the directrs may be different persns. The Bard f Directrs can cmprise bth executive directrs (wh are als emplyed by the cmpany t undertake a specific rle, e.g. Managing Directr) and independent nn-executive directrs (wh are nt emplyed by the cmpany). The Bard f Directrs is unambiguusly and cllectively accuntable fr the cmpany s activities, and takes all final decisins n matters f fundamental cncern within its remit. Subject t this, the Bard f Directrs can delegate its pwers t cmmittees and/r t an executive (i.e. management). The Cmpany Secretary is the chief administrative fficer fr the cmpany. The cmpany is required t cmply with the Cmpanies Act The cmpany is required t have its wn Articles f Assciatin (i.e. the cmpany s cnstitutinal dcument). The Articles set ut, inter alia, the cmpany s bjects and pwers, and the rules that relate t hw the cmpany perates. It is thrugh the gvernance arrangements set ut within ur Articles and within this Crprate and Academic Gvernance Framewrk, that we have established a private cmpany that will be significantly different t any ther private cmpany that delivers higher educatin. Our bjects, as set ut in Regulatin 3 f the Articles, are as fllws: t prvide high-quality educatin and vcatinal training fr the benefit f the public in the United Kingdm and wrldwide, including the supply f services and f gds clsely related theret, and in particular the prvisin f educatin and vcatinal training whether r nt leading t a degree r qualificatin recgnised by relevant prfessinal bdies and/r ther cmpetent bdies, such educatin and vcatinal training t include the develpment, delivery and/r awarding f qualificatins whether regulated r unregulated, such educatin and vcatinal training t be prvided by means f fulltime, part-time, mdular r ther types f curses, lectures, seminars, tutrials, wrkshps, cnferences, training, blended learning, distance learning, elearning r ther methds f teaching and learning available nw r in the future; t establish a self-critical, chesive academic cmmunity that has a cmmitment t quality assurance supprted by effective quality and enhancement systems; t supprt staff t engage in high-quality research; t actively prmte and apply equality, diversity and inclusin thrughut the cmpany, and t prmte an inclusive teaching and learning envirnment; t respect the principle f academic freedm, subject t cmpliance with the cmpany s equality, diversity and inclusin plicies and prcedures, and subject t cmpliance with any legislative r regulatry requirements; t respect the principle f freedm f speech fr all students enrlled n a curse delivered by the cmpany, members f the Blmsbury Institute Student Guild, staff emplyed by the cmpany, external speakers, the directrs and the sharehlders, subject t cmpliance with the cmpany s equality, diversity and inclusin plicies and prcedures, and subject t cmpliance with any legislative r regulatry requirements; and Crprate and Academic Gvernance Framewrk Page 3

5 t prvide a high-quality student experience. In furtherance f ur bjects, we currently deliver University f Nrthamptn validated undergraduate degrees in Accunting, Business and Law, and franchised pstgraduate degrees in Business and Law. All f ur undergraduate degrees are available full-time ver 4 years (incrprating a Fundatin Year), 3 years (standard curse) and 2 years (accelerated). We als ffer 1-year Tp-ups in Accunting and Business. Regulatin 139 f ur Articles prvides fr the adptin f a Crprate and Academic Gvernance Framewrk which shall include: an articulatin f the relatinships between the cmpany s sharehlders, directrs, management and any ther stakehlders; the establishment f an Academic Cmmittee that shall include in its membership external academic advisrs and student representatives, and t which the directrs shall delegate respnsibility fr academic gvernance that shall include, in particular, respnsibility fr ensuring the effective setting and maintaining f academic standards and the assuring and enhancing f academic quality, the irrevcable right t make all decisins related t academic awards which cannt be cmprmised by the Bard f Directrs r the sharehlders, and which shall have the right t advise the sharehlders, directrs and management f the cmpany; and the establishment f an Equality, Diversity and Inclusin Cmmittee that shall include in its membership student representatives, and t which the directrs shall delegate respnsibility fr, inter alia, ensuring the cmpany s Equality, Diversity and Inclusin Plicy is reviewed annually and is actively prmted and applied, and that the Annual Equality, Diversity and Inclusin Actin Plan is implemented. This Crprate and Academic Gvernance Framewrk has been adpted in accrdance with Regulatin 139 f the Articles, and is structured as fllws: Sectin 2 belw sets ut ur crprate gvernance arrangements Sectin 3 belw sets ut ur academic gvernance arrangements Sectin 4 belw sets ut ur Equality, Diversity and Inclusin arrangements; these arrangements are set ut separately, because they span acrss bth crprate gvernance and academic gvernance Sectin 5 belw sets ut hw we measure perfrmance The fllwing are included within the remaining parts f this sectin: Cde f Gvernance and the guiding principles which we fllw (see Sectin 1.1 belw) Office fr Students Regulatry Framewrk, Ntices and Advice (see Sectin 1.2 belw) Annual review and evaluatin f ur crprate and academic gvernance arrangements t ensure cmpliance with the Cde f Gvernance and the Office fr Students Regulatry Framewrk, Ntices and Advice (see Sectin 1.3 belw) Entrenched prvisins f the Articles (see Sectin 1.4 belw) Separatin f pwers between sharehlders, directrs and management (see Sectin 1.5 belw) Crprate and Academic Gvernance Framewrk Page 4

6 The prcedures fr making changes t the Articles and the Crprate and Academic Gvernance Framewrk (see Sectin 1.6 belw) 1.1 Primary elements, cre values and guiding principles Regulatin 141 f the Articles prvides that the Crprate and Academic Gvernance Framewrk shall cmply with: the seven primary elements f higher educatin gvernance, as set ut in the Cmmittee f University Chairs (CUC) The Higher Educatin Cde f Gvernance, the applicatin f which are influenced by the cre values f higher educatin gvernance 1 ; and the Office fr Students Regulatry Framewrk, Ntices and Advice 2. The seven primary elements f the CUC The Higher Educatin Cde f Gvernance are as fllws: Primary Element 1: The gverning bdy [i.e. the Bard f Directrs] is unambiguusly and cllectively accuntable fr institutinal activities, taking all final decisins n matters f fundamental cncern within its remit Primary Element 2: The gverning bdy prtects institutinal reputatin by being assured that clear regulatins, plicies and prcedures that adhere t legislative and regulatry requirements are in place, ethical in nature, and fllwed Primary Element 3: The gverning bdy ensures institutinal sustainability by wrking with the executive [i.e. management] t set the institutinal missin and strategy. In additin, it needs t be assured that apprpriate steps are being taken t deliver them and that there are effective systems f cntrl and risk management Primary Element 4: The gverning bdy receives assurance that academic gvernance is effective by wrking with the Senate/Academic Bard r equivalent as specified in its gverning instruments [i.e. Academic Cmmittee] Primary Element 5: The gverning bdy wrks with the executive [i.e. management] t be assured that effective cntrl and due diligence take place in relatin t institutinally significant external activities Primary Element 6: The gverning bdy must prmte equality and diversity thrughut the institutin, including in relatin t its wn peratin Primary Element 7: The gverning bdy must ensure that gvernance structures and prcesses are fit fr purpse by referencing them against recgnised standards f gd practice In additin t the seven primary elements, the fllwing cre values f higher educatin gvernance, which include the Nlan Principles f Public Life 3, influence hw we apply the seven primary elements: Autnmy as the best guarantee f quality and internatinal reputatin Academic freedm and high-quality research, schlarship and teaching Prtecting the cllective student interest thrugh gd gvernance 1 Cmmittee f University Chairs, The Higher Educatin Cde f Gvernance (2014). See: 2 See: 3 Defined by the Nlan Cmmittee as selflessness, integrity, bjectivity, accuntability, penness, hnest and leadership. See: Crprate and Academic Gvernance Framewrk Page 5

7 The publicatin f accurate and transparent infrmatin that is publicly accessible A recgnitin that accuntability fr funding derived directly frm stakehlders requires HEIs t be clear that they are in a cntract with stakehlders wh pay fr their service and expect clarity abut what is received The achievement f equality f pprtunity and diversity thrughut the institutin The principle that HE shuld be available t all thse wh are able t benefit frm it Full and transparent accuntability fr public funding Regulatin 142 f the Articles prvides that the Crprate and Academic Gvernance Framewrk shall als embrace the fllwing guiding principles: The sharehlders, directrs and management shuld act in a way which des nt detract frm the need t: (i) set and maintain academic standards; and (ii) assure and enhance academic quality T ensure staff and students have a real input int ur strategic and peratinal develpment, including the effective setting and maintaining f academic standards and the assuring and enhancing f academic quality, there shuld be an apprpriate balance between: (i) decisin-making by the directrs and management; and (ii) cllegial deliberatin T supprt the effective setting and maintaining f academic standards and the assuring and enhancing f academic quality, an Academic Cmmittee (with external academic advisrs and student representatin) shuld be established as a cmmittee f the Bard f Directrs and shuld be empwered t advise the sharehlders, directrs and management T ensure the effective setting and maintaining f academic standards and/r the assuring and enhancing f academic quality, the cst f ding business fr a prvider f higher educatin by necessity includes expenditure which cannt be cmprmised Students shuld be recgnised as members f ur academic cmmunity (rather than merely custmers f the cmpany) and their views shuld be effectively represented and acted upn where apprpriate 1.2 Office fr Students Regulatry Framewrk, Ntices and Advice We have applied t register as a higher educatin prvider with the Office fr Students. Once registered, we are required t cmply with the Office fr Students Regulatry Framewrk, Ntices and Advice 4, including the General Cnditins f Registratin and any Specific Cnditins f Registratin. In readiness fr registratin, we have ensured that bth the Articles and the Crprate and Academic Gvernance Framewrk incrprate the necessary gvernance arrangements t ensure full cmpliance. 4 See: Crprate and Academic Gvernance Framewrk Page 6

8 1.3 Annual review and evaluatin We carry ut an annual review and evaluatin f ur crprate and academic gvernance arrangements t ensure there is cmpliance with the CUC The Higher Educatin Cde f Gvernance 5 (n an apply r explain basis), and with the Office fr Students Regulatry Framewrk, Ntices and Advice 6. We als carry ut an annual review f the Articles and the Crprate and Academic Gvernance Framewrk t ensure any recmmendatins made thrugh the annual gvernance review are addressed, and als t ensure they remain fit-fr-purpse. Any amendments made t the Articles r the Crprate and Academic Gvernance Framewrk will fllw the prcedures set ut in Regulatins 140 and f the Articles (see Sectin 1.6 belw). We carry ut an external review and evaluatin f ur crprate and academic gvernance arrangements every three years, the first external review t take place between September and Nvember Entrenched prvisins f the Articles f Assciatin Nrmally, the Articles can be amended by a special reslutin f the sharehlders. Hwever, sme prvisins f the Articles have been entrenched. The entrenched prvisins f the Articles can nly be amended if a special prcedure is fllwed. There are tw prcedures: Level 1 Entrenchment (in accrdance with Regulatin 148 f the Articles) - the Regulatins specified in Regulatin 148 can nly be amended if (i) the Bard f Directrs decide by a majrity vte t amend any f the specified Regulatins, and (ii) the sharehlders by special reslutin ratify the decisin f the Bard f Directrs Level 2 Entrenchment (in accrdance with Regulatin 149 f the Articles) in rder t ensure academic integrity, the Regulatins specified in Regulatin 149, that are f direct cncern t the Academic Cmmittee, can nly be amended if (i) the Bard f Directrs decide by a majrity vte t amend any f the specified Regulatins, (ii) the Academic Cmmittee by a majrity vte ratifies the decisin f the Bard f Directrs, and (iii) the sharehlders by special reslutin ratify the decisin f the Bard f Directrs The prvisins f the Articles that have been entrenched include the fllwing: The incrpratin and applicatin f the separatin f pwers principle: Regulatins 6 t 8 [Level 1 Entrenchment: see Regulatin 148] Prvide fr the incrpratin f the principle f the separatin f pwers Regulatins 18 and 41 t 43 [Level 1 Entrenchment: see Regulatin 148] Prvide that tw elected staff representatives (excluding members f the Senir Management and Leadership Team (but nt excluding the Secretary)), and tw student representatives can attend directrs meetings and participate in discussins Befre making any decisin, the Chair shall invite representatins t be made by the representatives attending the directrs meeting, and the directrs shall have due regard t such representatins when making a decisin 5 Cmmittee f University Chairs, The Higher Educatin Cde f Gvernance (2014). See: 6 See: Crprate and Academic Gvernance Framewrk Page 7

9 A directrs meeting may be called by a directr giving ntice t the directrs, the staff representatives and the student representatives Regulatins 6 t 7 and 44 t 50 [Level 1 Entrenchment: see Regulatin 148] Stipulate wh cannt be appinted as a directr, and require the directrs t include a majrity f independent nn-executive directrs Regulatins 8, 30 and 32 [Level 1 Entrenchment: see Regulatin 148] Stipulate wh cannt act as Chair f a directrs meeting r f a cmmittee established by the directrs Regulatin 51 [Level 1 Entrenchment: see Regulatin 148] Prvides fr the circumstances in which a directr s appintment shall be terminated Regulatin 52 [Level 2 Entrenchment: see Regulatin 149] Prvides the Academic Cmmittee with the pwer t pass an advisry vte f n cnfidence in the Managing Directr - the directrs shall give due regard t such vte, prvided a majrity f the external academic advisrs f the Academic Cmmittee has vted in favur f it, the majrity being determined by the number f external academic advisrs wh have the right t attend and vte Regulatins 6 and 59 [Level 1 Entrenchment: see Regulatin 148] Stipulate wh cannt be appinted as the Cmpany Secretary Regulatins 6 and 96 [Level 1 Entrenchment: see Regulatin 148] Stipulate wh cannt act as Chair f a sharehlders meeting The duty t adpt, amend and apply the Crprate and Academic Gvernance Framewrk Regulatins 139 and 140 [Level 2 Entrenchment: see Regulatin 149] Prvide fr the adptin and amendment f the Crprate and Academic Gvernance Framewrk Regulatins 141 and 142 [Level 1 Entrenchment: see Regulatin 148] Prvide that the Crprate and Academic Gvernance Framewrk shall cmply with the seven primary elements f the CUC s The Higher Educatin Cde f Gvernance, and the Office fr Students Regulatry Framewrk, Ntices and Advice. The Crprate and Academic Gvernance Framewrk shall als embrace ur wn guiding principles set ut in Regulatin 142 f the Articles Regulatin 143 [Level 1 Entrenchment: see Regulatin 148] Prvides that if there is a cnflict between the Articles and the Crprate and Academic Gvernance Framewrk, the Articles take precedence Regulatin 145 [Level 2 Entrenchment: see Regulatin 149] Prvide that the directrs shall take int accunt the advice f the Academic Cmmittee and the directrs shall apply the Crprate and Academic Gvernance Framewrk Crprate and Academic Gvernance Framewrk Page 8

10 Regulatin 146 [Level 1 Entrenchment: see Regulatin 148] Prvides that, if the questin arises, the Cmpany Secretary shall determine hw the directrs shuld apply the Articles r the Crprate and Academic Gvernance Framewrk Regulatin 9 [Level 1 Entrenchment: see Regulatin 148] Prvides that althugh the directrs are unambiguusly and cllectively accuntable fr the cmpany s activities, this is expressly subject t Regulatins The explicit incrpratin and applicatin f the furth primary element f the CUC The Higher Educatin Cde f Gvernance 7 t ensure the Bard f Directrs receives an assurance frm the Academic Cmmittee that academic gvernance is effective Regulatin 144 [Level 2 Entrenchment: see Regulatin 149] Prvides that the directrs shall ensure that they receive assurance that academic gvernance is effective by wrking with the Academic Cmmittee Miscellaneus Regulatins 3 and 4 [Level 1 Entrenchment: see Regulatin 148] Set ut the cmpany s bjects and pwers Regulatins 10 and 46 [Level 1 Entrenchment: see Regulatin 148] Prvide that the directrs shall appint a Managing Directr wh shall als be appinted t the rle f Academic Principal The directrs may delegate any f their pwers t management (i.e. t the executive directrs and ther members f the Senir Management and Leadership Team (SMLT), excluding the Secretary f the SMLT) Regulatins 74, 79 and 80 [Level 1 Entrenchment: see Regulatin 148] Prvide that shares may nly be transferred r transmitted, subject t any prir apprval that may be required frm the Department fr Educatin, the Office fr Students, r any ther UK gvernment department r agency Regulatin 86 [Level 1 Entrenchment: see Regulatin 148] Prvides that the sharehlders declare dividends, but n dividend shall exceed the amunt recmmended by the directrs; if the directrs recmmended a nil dividend, the sharehlders cannt declare a dividend Regulatins 87 and 88 [Level 1 Entrenchment: see Regulatin 148] Prvide that the directrs may decide t capitalise any perating and retained surpluses f the cmpany, and apply such capitalised surpluses t issue new shares that are fully paid, which will enable the directrs t maintain a slvent balance sheet 7 Cmmittee f University Chairs, The Higher Educatin Cde f Gvernance (2014). See: Crprate and Academic Gvernance Framewrk Page 9

11 Regulatins 147 t 149 [Level 1 Entrenchment: see Regulatin 148; and Level 2 Entrenchment see Regulatin 149] Set ut hw the Articles can be amended, including the special prcedures applicable t the amendment f the entrenched prvisins: Level 1 Entrenchment (in accrdance with Regulatin 148 f the Articles) - the Regulatins specified in Regulatin 148 can nly be amended if (i) the Bard f Directrs decide by a majrity vte t amend any f the specified Regulatins, and (ii) the sharehlders by special reslutin ratify the decisin f the Bard f Directrs Level 2 Entrenchment (in accrdance with Regulatin 149 f the Articles) in rder t ensure academic integrity, the Regulatins specified in Regulatin 149, that are f direct cncern t the Academic Cmmittee, can nly be amended if (i) the Bard f Directrs decide by a majrity vte t amend any f the specified Regulatins, (ii) the Academic Cmmittee by a majrity vte ratifies the decisin f the Bard f Directrs, and (iii) the sharehlders by special reslutin ratify the decisin f the Bard f Directrs 1.5 Separatin f pwers The Crprate and Academic Gvernance Framewrk incrprates the separatin f pwers principle. As stated at Sectin 1.4 abve, this principle is als entrenched within the cmpany s Articles. The ratinale fr the incrpratin f this separatin f pwers principle is t ensure there are effective checks and balances in place t safeguard academic standards and enhancement, and t minimise any ptential fr: A sharehlder t exert undue influence ver the directrs and/r management (i.e. members f the Senir Management and Leadership Team (SMLT)) An executive directr t exert undue influence ver the ther directrs and/r management (i.e. members f the SMLT) A ptential cnflict f interest t arise The separatin f pwers principle cmprises the fllwing elements: Element 1: Level 1 entrenchment [see Regulatin 148 f the Articles] The fllwing persns shall be excluded frm (i) being appinted as a directr, (ii) being appinted as the Cmpany Secretary, (iii) being engaged by the cmpany in a psitin that cnfers membership f the cmpany s Senir Management and Leadership Team (including the Secretary), r (iv) acting as Chair f a sharehlders meeting: any persn, wh, tgether with any family member, is the hlder f 25% r mre f the shares in the cmpany, directly r indirectly; a persn wh, tgether with any family members, is the hlder f 25% r mre f the shares in an assciated cmpany (an assciated cmpany is any cmpany r ther legal persn r entity which is the hlder f 25% r mre f the shares in the cmpany, directly r indirectly); r a directr f an assciated cmpany. [Regulatin 6] Crprate and Academic Gvernance Framewrk Page 10

12 Element 2: Level 1 entrenchment [see Regulatin 148 f the Articles] The ttal number f directrs wh are engaged by the cmpany in an emplyed r self-emplyed capacity shall be less than the ttal number f directrs wh are independent nn-executive directrs. An independent nn-executive directr is a persn wh is appinted as a directr f the cmpany, and wh: is nt engaged by the cmpany in an emplyed r self-emplyed capacity; is nt a sharehlder f the cmpany; r is nt the family member f a sharehlder f the cmpany. The maximum perid f ffice f an independent nn-executive directr is fur years, subject t the perid being extended by a decisin f the directrs, acting n a recmmendatin f the Nminatins Cmmittee, fr ne further perid f n mre than fur years. Element 3: Level 1 entrenchment [see Regulatin 148 f the Articles] An independent nn-executive directr must have: [Regulatins 1, 48 and 50] senir practical expertise and/r senir academic expertise, and there must be at least ne with senir practical expertise and ne with senir academic expertise; a psitive cmmitment t embrace and cmply with the Cre Values set ut in the Cmmittee f University Chairs The Higher Educatin Cde f Gvernance 8 ; a psitive cmmitment t embrace and cmply with the Nlan principles f public life 9 ; a psitive cmmitment t embrace and cmply with ur guiding principles set ut in Regulatin 142 f the Articles a psitive cmmitment t embrace and cmply with the cmpany s visin, missin and values; and a psitive cmmitment t embrace and cmply with the cmpany s Equality, Diversity and Inclusin Plicy. Element 4: Level 1 entrenchment [see Regulatin 148 f the Articles] [Regulatins 44 and 49] The Chair f a directrs meeting (i.e. a meeting f the Bard f Directrs) r f a cmmittee established by the directrs (with the exceptin f the Academic Cmmittee, and the Equality, Diversity and Inclusin Cmmittee) shall nt be: a sharehlder f the cmpany; the family member f a sharehlder f the cmpany; 8 Ibid. 9 Defined by the Nlan Cmmittee as selflessness, integrity, bjectivity, accuntability, penness, hnest and leadership. See: Crprate and Academic Gvernance Framewrk Page 11

13 engaged by the cmpany in a psitin that cnfers membership f the cmpany s Senir Management and Leadership Team (including the Secretary); r the family member f a persn wh is engaged by the cmpany in a psitin that cnfers membership f the cmpany s Senir Management and Leadership Team (including the Secretary). The Chair f the Academic Cmmittee shall be the Managing Directr and Academic Principal. The Chair f the Equality, Diversity and Inclusin Cmmittee shall be the Head f Equality, Diversity and Inclusin. Element 5: Level 1 entrenchment [see Regulatin 148 f the Articles] [Regulatin 8] The fllwing shall be permitted t attend directrs meetings (i.e. a meeting f the Bard f Directrs) and participate in discussins: tw elected members f staff (wh shall nt be members f the Senir Management and Leadership Team (excluding the Secretary)); the President f the Student Guild (r nminee - such nminee must be a Student Guild Officer Trustee, Student Guild Student Trustee, r a Student Cuncil Student Representative); and ne Student Cuncil Student Representative wh is appinted by the President f the Student Guild. Befre making any decisin, the Chair shall invite representatins t be made by the representatives attending the directrs meeting, and the directrs shall have due regard t such representatins when making a decisin. Element 6: Level 2 entrenchment [see Regulatin 149 f the Articles] [Regulatins 41 and 42] The Academic Cmmittee shall have the pwer t pass an advisry vte f n cnfidence in the Managing Directr. If exercised, the directrs shall give due regard t such vte, prvided a majrity f the external academic advisrs f the Academic Cmmittee 10 have vted in favur f such vte. [Regulatin 52] 1.6 Amending the Articles and the Crprate and Academic Gvernance Framewrk Amending the Articles Any amendments t the Articles require the sharehlders apprval by special reslutin (in accrdance with Regulatin 147 f the Articles). As stated at Sectin 1.4 abve, sme prvisins f the Articles are entrenched, t ensure they cannt be amended slely by the sharehlders. In rder t amend these entrenched prvisins, a different prcedure has t be fllwed. There are tw prcedures: 10 The external academic advisrs shall include any external academic advisrs frm ur university partner(s). The external academic advisrs can nly cast a vte if present at the meeting. The majrity is determined in accrdance with the number f external academic advisrs wh have the right t attend and vte. Crprate and Academic Gvernance Framewrk Page 12

14 Level 1 Entrenchment (in accrdance with Regulatin 148 f the Articles) - the Regulatins specified in Regulatin 148 can nly be amended if (i) the Bard f Directrs decide by a majrity vte t amend any f the specified Regulatins, and (ii) the sharehlders by special reslutin ratify the decisin f the Bard f Directrs Level 2 Entrenchment (in accrdance with Regulatin 149 f the Articles) in rder t ensure academic integrity, the Regulatins specified in Regulatin 149, that are f direct cncern t the Academic Cmmittee, can nly be amended if (i) the Bard f Directrs decide by a majrity vte t amend any f the specified Regulatins, (ii) the Academic Cmmittee by a majrity vte ratifies the decisin f the Bard f Directrs, and (iii) the sharehlders by special reslutin ratify the decisin f the Bard f Directrs As stated at Sectin 1.3 abve, there is an annual review f ur crprate and academic gvernance arrangements. The Articles are reviewed nce a year t ensure any recmmendatins made thrugh this annual review are addressed, and als t ensure the Articles remain fit-fr-purpse. On its wn initiative, the Academic Cmmittee can prpse amendments t the entrenched prvisins set ut in Regulatin 149 f the Articles by making a recmmendatin t the Bard f Directrs. The prcedure fr amending the entrenched prvisins set ut in Regulatin 149 f the Articles These prcedures must be fllwed if the Bard f Directrs prpses any amendments t the entrenched prvisins set ut in Regulatin 149 f the Articles: If the Bard f Directrs decides by a majrity vte t amend the entrenched prvisins set ut in Regulatin 149 f the Articles, the Bard f Directrs will frward the fllwing t the Academic Cmmittee: details f the amendments made t the entrenched prvisins set ut in Regulatin 149 f the Articles an assessment f the impact f such amendments n the academic gvernance arrangements included within Sectin 3 f the Crprate and Academic Gvernance Framewrk If the Bard f Directrs decides by a majrity vte that the amendments t the entrenched prvisins set ut in Regulatin 149 f the Articles will nt necessitate amendments t the academic gvernance arrangements included within Sectin 3 f the Crprate and Academic Gvernance Framewrk, the Academic Cmmittee by a majrity vte may ratify the decisin f the Bard f Directrs t amend the entrenched prvisins f the Articles If the Bard f Directrs decides by a majrity vte that the amendments t the entrenched prvisins set ut in Regulatin 149 f the Articles will necessitate amendments t the academic gvernance arrangements included within Sectin 3 f the Crprate and Academic Gvernance Framewrk, the Bard f Directrs by a majrity vte will als apprve the necessary amendments t the Crprate and Academic Gvernance Framewrk, and the Academic Cmmittee by a majrity vte may ratify the decisin f the Bard f Directrs t amend bth the entrenched prvisins f the Articles and Sectin 3 f the Crprate and Academic Gvernance Framewrk The sharehlders by special reslutin are als required t ratify the decisin f the Bard f Directrs t amend the entrenched prvisins f the Articles The abve prcedures ensure that the Academic Cmmittee has an input int the decisin f whether r nt t make any amendments t the entrenched prvisins set ut in Regulatin 149 f the Articles. The Academic Cmmittee will therefre share respnsibility with the Bard f Directrs t ensure that any amendments cmply with the Cde f Gvernance (see Sectin 1.1 abve) and the Office fr Students Regulatry Framewrk, Ntices and Advice (see Sectin 1.2 abve), and als that any Crprate and Academic Gvernance Framewrk Page 13

15 necessary amendments t the academic gvernance arrangements included within Sectin 3 f the Crprate and Academic Gvernance Framewrk are als made at the same time. If the Academic Cmmittee des nt by a majrity vte ratify the amendments, a grup will be cnvened which cmprises members f the Bard f Directrs and the Academic Cmmittee which shall include, inter alia, ne external academic advisr f the Academic Cmmittee and the President f the Student Guild. This grup will seek t reach an agreement n the amendments t the entrenched prvisins set ut in Regulatin 149 f the Articles (and, if applicable, any necessary amendments t the academic gvernance arrangements included within Sectin 3 f the Crprate and Academic Gvernance Framewrk). If the amendments are agreed, they will be frmally agreed by the Bard f Directrs by a majrity vte. Prvided, subsequently, the Academic Cmmittee by a majrity vte ratifies the decisin f the Bard f Directrs, the sharehlders by special reslutin shall ratify the decisin f the Bard f Directrs t amend the entrenched prvisins f the Articles Amendments t the Crprate and Academic Gvernance Framewrk In accrdance with Regulatin 140 f the Articles, the Crprate and Academic Gvernance Framewrk can nly be amended if the directrs decide by a majrity vte t make such amendments. In additin, the academic gvernance arrangements included within Sectin 3 f the Crprate and Academic Gvernance Framewrk can nly be amended if the Academic Cmmittee by a majrity vte ratifies the decisin f the directrs t make such amendments. As stated at Sectin 1.3 abve, there is an annual review f ur crprate and academic gvernance arrangements. The Crprate and Academic Gvernance Framewrk is reviewed nce a year t ensure any recmmendatins made thrugh this annual review are addressed, and als t ensure the Crprate and Academic Gvernance Framewrk remains fit-fr-purpse. On its wn initiative, the Academic Cmmittee can prpse amendments t the academic gvernance arrangements included within Sectin 3 f the Crprate and Academic Gvernance Framewrk by making a recmmendatin t the Bard f Directrs. The prcedure fr amending the academic gvernance arrangements included within Sectin 3 f the Crprate and Academic Gvernance Framewrk These prcedures must be fllwed if the Bard f Directrs prpses any amendments t the academic gvernance arrangements included within Sectin 3 f the Crprate and Academic Gvernance Framewrk: If the Bard f Directrs decides by a majrity vte t amend the academic gvernance arrangements included within Sectin 3 f the Crprate and Academic Gvernance Framewrk, the Bard f Directrs will frward the fllwing t the Academic Cmmittee: details f the amendments made t the academic gvernance arrangements included within Sectin 3 f the Crprate and Academic Gvernance Framewrk an assessment f the impact f such amendments n the entrenched prvisins set ut in Regulatin 149 f the Articles If the Bard f Directrs decides by a majrity vte that the amendments t the academic gvernance arrangements included within Sectin 3 f the Crprate and Academic Gvernance Framewrk will nt necessitate amendments t the entrenched prvisins set ut in Regulatin 149 f the Articles, the Academic Cmmittee by a majrity vte may ratify the decisin f the Bard f Directrs t amend Sectin 3 f the Crprate and Academic Gvernance Framewrk If the Bard f Directrs decides by a majrity vte that the amendments t the academic gvernance arrangements included within Sectin 3 f the Crprate and Academic Gvernance Framewrk will necessitate amendments t the entrenched prvisins set ut in Regulatin 149 f the Articles, the Bard f Directrs by a majrity vte will als apprve the necessary amendments t such entrenched prvisins f the Articles, and Crprate and Academic Gvernance Framewrk Page 14

16 the Academic Cmmittee by a majrity vte may ratify the decisin f the Bard f Directrs t amend bth Sectin 3 f the Crprate and Academic Gvernance Framewrk and the entrenched prvisins f the Articles The sharehlders by special reslutin are als required t ratify the decisin f the Bard f Directrs t amend the entrenched prvisins f the Articles The abve prcedures ensure that the Academic Cmmittee has an input int the decisin f whether r nt t make any amendments t the academic gvernance arrangements included within Sectin 3 f the Crprate and Academic Gvernance Framewrk. The Academic Cmmittee will share respnsibility with the Bard f Directrs t ensure that any amendments cmply with the Cde f Gvernance (see Sectin 1.1 abve) and the Office fr Students Regulatry Framewrk, Ntices and Advice (see Sectin 1.2 abve), and als that any necessary amendments t the entrenched prvisins set ut in Regulatin 149 f the Articles are als made at the same time. If the Academic Cmmittee des nt by a majrity vte ratify the amendments, a grup will be cnvened which cmprises members f the Bard f Directrs and the Academic Cmmittee which shall include, inter alia, ne external academic advisr f the Academic Cmmittee and the President f the Student Guild. This grup will seek t reach an agreement n the amendments t the academic gvernance arrangements included within Sectin 3 f the Crprate and Academic Gvernance Framewrk (and, if applicable, any necessary amendments t the entrenched prvisins set ut in Regulatin 149 f the Articles). If the amendments are agreed, they will be frmally agreed by the Bard f Directrs by a majrity vte. Prvided, subsequently, the Academic Cmmittee by a majrity vte ratifies the decisin f the Bard f Directrs, the sharehlders by special reslutin shall, if applicable, ratify the decisin f the Bard f Directrs t apprve any amendments t the entrenched prvisins f the Articles. Crprate and Academic Gvernance Framewrk Page 15

17 2. Crprate gvernance arrangements As stipulated in Sectins 1.1 and 1.2 abve, it is prvided that the Crprate and Academic Gvernance Framewrk shall cmply with the seven primary elements f higher educatin gvernance, as set ut in the Cmmittee f University Chairs (CUC) The Higher Educatin Cde f Gvernance, the applicatin f which are influenced by the cre values f higher educatin gvernance 11, and the Office fr Students Regulatry Framewrk, Ntices and Advice 12. The Crprate and Academic Gvernance Framewrk shall als embrace ur wn guiding principles as set ut in Regulatin 142 f the Articles. Regulatin 146 f the Articles prvides that if any questin arises as t hw the directrs shuld apply the Articles r the Crprate and Academic Gvernance Framewrk, such questin shall be referred t the Cmpany Secretary whse ruling shall be final and cnclusive. Regulatin 143 f the Articles als prvides that if there is a cnflict between the Articles and the Crprate and Academic Gvernance Framewrk, the Articles shall take precedence. This sectin cnsiders, within the scpe f the Articles, the crprate gvernance arrangements with regards t the sharehlders (see Sectin 2.1 belw), directrs (see Sectin 2.2 belw) and management (see Sectin 2.3 belw). 2.1 Crprate gvernance arrangements: sharehlders Schedule f matters reserved t the sharehlders The fllwing matters are reserved t the sharehlders: Apprval f the annual audited accunts Apprval f the dividend, prvided the amunt f such dividend des nt exceed the amunt recmmended by the Bard f Directrs [the Bard f Directrs culd recmmend a nil dividend] Apprval f changes t the Articles (subject t special prcedures fr changes t entrenched prvisins f the Articles) Meetings The directrs will call a sharehlders meeting at least nce a year (the Annual General Meeting), fllwing the prcedures set ut in the Articles. The sharehlders r directrs can call additinal sharehlders meetings as required, fllwing the prcedures set ut in the Articles. The Managing Directr and/r the Chair f the Bard f Directrs will hld infrmal meetings with the sharehlders as required by the sharehlders. The sharehlders must: (i) Take int accunt any advice frm the Academic Cmmittee; and (ii) Nt detract frm the need t ensure the effective setting and maintaining f academic standards and the assuring and enhancing f academic quality. 11 Cmmittee f University Chairs, The Higher Educatin Cde f Gvernance (2014). See: 12 See: Crprate and Academic Gvernance Framewrk Page 16

18 2.2 Crprate gvernance arrangements: directrs The Bard f Directrs is unambiguusly and cllectively accuntable fr the cmpany s activities, and takes all final decisins n matters f fundamental cncern within its remit. Subject t this, the Bard f Directrs can delegate its pwers t cmmittees and/r t management (i.e. t the executive directrs and ther members f the Senir Management and Leadership Team (SMLT), excluding the Secretary f the SMLT). In exercising its pwers, the directrs shall ensure cmpliance with the seven primary elements f higher educatin gvernance, as set ut in the Cmmittee f University Chairs (CUC) The Higher Educatin Cde f Gvernance, the applicatin f which are influenced by the cre values f higher educatin gvernance 13, and ur wn guiding principles (see Sectin 1.1 abve), and the Office fr Students Regulatry Framewrk, Ntices and Advice (see Sectin 1.2 abve). The directrs shall embrace ur wn guiding principles set ut in Regulatin 142 f the Articles. In particular, the Bard f Directrs has a respnsibility fr ensuing cmpliance with the furth primary element f the CUC The Higher Educatin Cde f Gvernance 14 (see Sectin 1.1 abve), by ensuring that the Bard receives assurance that academic gvernance is effective by wrking with the Academic Cmmittee (see Sectin 3 belw). This is entrenched within Regulatin 144 f the Articles. This assurance is currently achieved thrugh the fllwing [this list is nn-exclusive and may be added t in rder t ensure the Bard f Directrs cmply with any current r future legal r regulatry requirements, and the Academic Cmmittee shuld advise the Bard accrdingly]: The Bard f Directrs receives Peridic Curse Review Reprts (such reviews being subject t external academic scrutiny), t prvide the directrs with an assurance with regards t the academic credibility, currency and quality f ur curses An Annual Quality Reprt, that will include a quality cmpliance statement, is presented t the Bard f Directrs at a jint meeting f the Bard f Directrs and Academic Cmmittee, thus prviding the directrs with an pprtunity t discuss (and challenge) the reprt with the members f the Academic Cmmittee One independent nn-executive directr is entitled t attend the Academic Cmmittee and participate in discussins (but des nt have the right t participate in the exercise f any decisin-making pwers f the Academic Cmmittee), in rder t reprt back t the Bard f Directrs n the effectiveness f the Academic Cmmittee The Bard f Directrs receives the minutes f the Academic Cmmittee The Bard f Directrs and the Academic Cmmittee receive peridic updates t Divisinal/Departmental Outcmes (that includes Academic Divisinal Outcmes) thrugh the Strategic Framewrk and the Data Dashbard, the Data Dashbard being used by the Bard f Directrs (and the Academic Cmmittee), tgether with the Crprate Risk Register, as an nging indicatr f whether a risk (that includes academic risks) might materialise r has realised the Bard f Directrs has the pwer t refer any issues f cncern t the Audit Cmmittee which may undertake, inter alia, an internal audit The Bard f Directrs als has a respnsibility t further the bjects f the cmpany as set ut in Regulatin 3 f the Articles, and within the cntext f the pwer t deliver high-quality educatin: t establish a self-critical, chesive academic cmmunity that has a cmmitment t quality assurance supprted by effective quality and enhancement systems; 13 Cmmittee f University Chairs, The Higher Educatin Cde f Gvernance (2014). See: 14 See: Crprate and Academic Gvernance Framewrk Page 17

19 t supprt staff t engage in high-quality research; t actively prmte and apply equality, diversity and inclusin thrughut the cmpany, and t prmte an inclusive teaching and learning envirnment; t respect the principle f academic freedm, subject t cmpliance with the cmpany s equality, diversity and inclusin plicies and prcedures, and subject t cmpliance with any legislative r regulatry requirements; t respect the principle f freedm f speech fr all students enrlled n a curse with the cmpany, members f the Blmsbury Institute Student Guild, staff emplyed by the cmpany, external speakers, the directrs and the sharehlders, subject t cmpliance with the cmpany s equality, diversity and inclusin plicies and prcedures, and subject t cmpliance with any legislative r regulatry requirements; and t prvide a high-quality student experience Membership The Bard f Directrs currently cmprises: Three independent nn-executive directrs Managing Directr (wh is als appinted t the rle f Academic Principal) Finance Directr In additin, there is student and staff representatin (see Sectin belw). Regulatin 44 f the Articles prvides that a directr must have a psitive cmmitment t embrace and cmply with: the Cre Values set ut in the Cmmittee f University Chairs The Higher Educatin Cde f Gvernance 15 ; the Nlan principles f public life 16 ; ur guiding principles set ut in Regulatin 142 f the Articles the cmpany s visin, missin and values; and the cmpany s Equality, Diversity and Inclusin Plicy. In accrdance with Regulatins 6 and 47 f the Articles, the fllwing persns are excluded frm being appinted as a directr: any persn, wh, tgether with any family member, is the hlder f 25% r mre f the shares in the cmpany, directly r indirectly; a persn wh, tgether with any family members, is the hlder f 25% r mre f the shares in an assciated cmpany (an assciated cmpany is any cmpany r ther 15 Cmmittee f University Chairs, The Higher Educatin Cde f Gvernance (2014). See: 16 Defined by the Nlan Cmmittee as selflessness, integrity, bjectivity, accuntability, penness, hnest and leadership. See: Crprate and Academic Gvernance Framewrk Page 18

20 legal persn r entity which is the hlder f 25% r mre f the shares in the cmpany, directly r indirectly); r a directr f an assciated cmpany. In accrdance with Regulatins 7 and 48 f the Articles, the ttal number f directrs wh are engaged by the cmpany in an emplyed r self-emplyed capacity shall be less than the ttal number f directrs wh are independent nn-executive directrs. In accrdance with Regulatin 1 f the Articles, an independent nn-executive directr is a persn wh is appinted as a directr f the cmpany, and wh: is nt engaged by the cmpany in an emplyed r self-emplyed capacity; is nt a sharehlder f the cmpany; and is nt the family member f a sharehlder f the cmpany. In accrdance with Regulatin 49 f the Articles, an independent nn-executive directr must als have: a psitive cmmitment t embrace and cmply with the five prvisins set ut in Regulatin 44; and senir practical expertise and/r senir academic expertise, and there must be at least ne with senir practical expertise and ne with senir academic expertise Appintment and remuneratin In accrdance with Regulatin 44 f the Articles, and subject t any prir apprval that may be required frm the Department fr Educatin, the Office fr Students, r any ther UK gvernment department r agency, any persn wh is willing t act as a directr, and is permitted by law t d s, may be appinted t be a directr by a decisin f the directrs, acting n a recmmendatin f the Nminatins Cmmittee (see Sectin belw). If there are any circumstances in which the directrs cannt exercise this pwer, the Nminatins Cmmittee has the pwer t appint a maximum f three independent nn-executive directrs. When a vacancy fr an independent nn-executive directr arises, the vacancy will be advertised n the cmpany s website. The Nminatins Cmmittee will recmmend an appintment t the Bard f Directrs. When a vacancy fr an executive directr arises, the Nminatins Cmmittee shall be respnsible fr making a recmmendatin t the Bard f Directrs with regards t the selectin prcess (nrmally the vacancy will be advertised internally and externally and filled by pen cmpetitin). At the end f the selectin prcess, the Nminatins Cmmittee will recmmend an appintment t the Bard f Directrs. In accrdance with Regulatin 46 f the Articles, the Bard f Directrs, acting n a recmmendatin f the Nminatins Cmmittee, shall appint a Managing Directr wh shall als be appinted t the rle f Academic Principal. In the event f a vacancy in the psitin f Managing Directr and Academic Principal, the Nminatins Cmmittee shall appint a directr t the rle f Acting Managing Directr and Academic Principal fr a perid f n mre than six mnths. In accrdance with Regulatin 45 f the Articles, the curriculum vitae f each appinted directr shall be prvided t the Academic Cmmittee. In accrdance with Regulatin 50 f the Articles, the maximum perid f ffice f an independent nnexecutive directr is fur calendar years, subject t the perid being extended by a decisin f the directrs, acting n a recmmendatin f the Nminatins Cmmittee, fr ne further perid f n mre than fur calendar years. Crprate and Academic Gvernance Framewrk Page 19

21 A Remuneratin Cmmittee (see Sectin belw) shall be respnsible fr setting the remuneratin f all executive directrs and any directr s fee fr independent nn-executive directrs Terminatin In accrdance with Regulatin 51 f the Articles, a persn shall cease t be a directr as sn as: that persn is excluded frm being an executive directr in accrdance with Regulatins 6 and 47 f the Articles r is excluded frm being an independent nnexecutive directr because the persn n lnger satisfies the definitin f independent nn-executive directr set ut in Regulatin 1 f the Articles; that persn ceases t be a directr by virtue f any prvisin f the Cmpanies Acts r is prhibited frm being a directr by law; a bankruptcy rder is made against that persn; a cmpsitin is made with that persn s creditrs generally in satisfactin f that persn s debts; a registered medical practitiner wh is treating that persn gives a written pinin t the cmpany stating that that persn has becme physically r mentally incapable f acting as a directr and may remain s fr mre than three mnths; ntificatin is received by the cmpany frm the directr that the directr is resigning frm ffice, and such resignatin has taken effect in accrdance with its terms; that persn ceases t be a directr in accrdance with the terms f the directr s appintment; the directrs determine by majrity decisin t dismiss that persn as a directr; r the Department fr Educatin, the Office fr Students, r any ther UK gvernment department r agency bjects t that persn acting as a directr. In additin, and in accrdance with Regulatin 52 f the Articles, the Academic Cmmittee has the pwer t pass an advisry vte f n cnfidence in the Managing Directr. If exercised, the directrs shall give due regard t such vte, prvided a majrity f the external academic advisrs f the Academic Cmmittee 17 have vted in favur f such vte Inductin and training All directrs will receive a frmal inductin dcument that has been apprved by the Bard f Directrs. All new directrs will receive an inductin n jining the Bard. Directrs will be respnsible fr ensuring they regularly update and refresh their skills and knwledge Annual perfrmance appraisal The Chair and ne independent nn-executive directr will frmally appraise the perfrmance f all the ther directrs (executive and nn-executive) and the Cmpany Secretary. The ther independent nnexecutive directr will appraise the perfrmance f the Chair. 17 The external academic advisrs shall include any external academic advisrs frm ur university partner(s). The external academic advisrs can nly cast a vte if present at the meeting. The majrity is determined in accrdance with the number f external academic advisrs wh have the right t attend and vte. Crprate and Academic Gvernance Framewrk Page 20