The governing body consists of between six and 12 Independent Governors, up to two co-opted Governors, the Vice-Chancellor, one Student Governor and one Staff Governor.
The Governing Council has at least five formal meetings and a strategy day each year. No members of the Governing Council receive any remuneration for the work they perform. The Governing Council has a number of committees that report to it. These are formally constituted with terms of reference and delegated powers. Much of the detailed governance work is initially performed by committees, and their recommendations and decisions are formally reported to the Governing Council. The committees are described below.
Governing Council Terms of Reference and Statement of Primary Responsibility
The Finance and Estates Committee
The Finance and Estates Committee comprises at least three Independent Governors and is attended by the Vice-Chancellor and Finance Director. The Committee meets formally four times a year with ad hoc meetings as required. The Finance and Estates Committee is responsible for overseeing the development and implementation of the University’s financial and estates strategies.
The Finance and Estates Committee Terms of Reference.
The Audit and Risk Committee
The Audit and Risk Committee has three formal meetings a year and ad hoc meetings as necessary. The Committee comprises at least three Independent Governors with at least one member with recent and relevant experience in finance, accounting or auditing. Members of the Finance and Estates Committee may not be elected to the Audit and Risk Committee. The Committee is responsible for monitoring internal control systems, risk management and value for money. It appoints the Internal Auditors and receives their reports. It also receives the annual financial statements and management letter from the external auditors and submits an annual report to the Governing Council before they are signed.
The Audit and Risk Committee Terms of Reference.
The Nominations Committee
The Nominations Committee has at least two meetings a year and ad hoc meetings as necessary. The Committee is chaired by the Deputy Chair of Governing Council and includes in its membership at least three Independent Governors. The function of the Nominations Committee is to oversee the recruitment of the University’s Independent Governors and its Vice-Chancellor. It determines and makes recommendations to Governing Council around the membership of the Governing Council’s Committees, monitors the effectiveness of the RAU governance structures and ensures that the Council has the appropriate skills, expertise, gender balance and diversity to call upon in order to deliver these objectives.
The Nominations Committee Terms of Reference.
The Remuneration Committee
The Remuneration Committee has at least two meetings a year and ad hoc meetings as necessary. The Committee consists of at least three Independent Governors. Only members of the Remuneration Committee have the right to attend committee meetings. However, other individuals such as the Vice-Chancellor, the Director of Human Resources, and external advisers may be invited to attend for all or part of any meeting, as and when appropriate and necessary. The Committee is responsible for all matters of remuneration policy for senior members of staff at the University. It should have regard to the need to recruit, retain, reward and motivate key personnel, the financial position of the RAU, progress towards achieving KPIs, value for money issues, the reputation of the University and the wider context in which matters relating to pay in the HE sector are considered. It will encourage high standards in areas of equality, diversity and inclusion.
The Remuneration Committee Terms of Reference.