Statement of corporate governance and internal control

Statement of corporate governance

CORPORATE GOVERNANCE

Winchester is committed to exhibiting best practice in all aspects of corporate governance. This statement details how Winchester has applied the principles set out in the Committee of University Chairs (CUC) published guidance, the Higher Education Code of Governance (September 2020) and the 2018 UK Corporate Governance Code issued by the Financial Reporting Council in July 2018, in so far as they relate to Higher Education Institutions. Its purpose is to help the reader of the Financial Statements understand how the principles have been applied.

LEGAL STATUS AND PUBLIC BENEFIT

The University of Winchester is a company limited by guarantee, registered company number 05969256. Every Director and member of the company is also an acting Governor. Winchester is an exempt charity under the terms of the Charities Act 2011, meaning it is exempt from registration with the Charity Commission, with its Governors as managing trustees.

The principal objectives of Winchester, in accordance with Section 124 of the Education Reform Act 1988, are concerned with the provision of Higher Education and the conduct of research. Supporting this, Winchester also undertakes other activities including knowledge exchange, consultancy and the provision of accommodation, catering and conference services.

In setting and reviewing Winchester’s strategy and activities, the Board of Governors takes into consideration the Charity Commission’s guidance on the reporting of public benefit and the supplementary public benefit guidance on the advancement of education. Indeed, Winchester takes seriously its commitment to ensure that it satisfies the Charity Commission’s public benefit requirements.

As an exempt charity, the Governors of the University of Winchester have had due regard to the guidance on public benefit published by the Charity Commission in exercising their powers and performing their duties.

The Board of Governors has due regard to any detrimental harm that may arise from Winchester’s activities and particularly to the impact of its campus developments on its immediate locality. We aim to minimise this impact through extensive community discussion and consultation in addition to working closely with Winchester City Council. Winchester does not currently incur private benefit from its activities undertaken in pursuance of its purposes.

The Board of Governors recognises that students, both undergraduate and postgraduate, are the principal beneficiaries of the provision of higher education whilst the public at large are beneficiaries of Winchester’s Research and Knowledge Exchange and community engagement activities.

RESPONSIBILITIES OF THE BOARD OF GOVERNORS

The Board of Governors of the University of Winchester, which meets formally at least five times a year, are responsible for – but limited to – the determination of the educational character and objectives of the University of Winchester, the oversight of its activities, the effective and efficient use of resources, Winchester’s solvency, for safeguarding its assets and for approving annual estimates of income and expenditure. Winchester’s Board of Governors comprises of people appointed under the Winchester’s Memorandum and Articles of Association, which were adopted by the Board of Governors on 16 March 2011, a copy of which can be found on the policies and procedures page of our website under: www.winchester.ac.uk/about- us/leadership- and-governance/ policies-and-procedures/. The responsibilities of the Board of Governors are set out in paragraph 22 of the terms and conditions of the Office for Students funding and paragraph 21 of the terms and conditions of UKRI funding relating to funds administered through Research England. Winchester has been designated by the Secretary of State as an institution in the further and higher education sector, who has its own contract with the Education and Skills Funding Agency (ESFA).

The Board of Governors is responsible for the appointment and removal of the external auditor and outsourced internal audit providers.

The Board of Governors comprises seven independent diocesan appointed members (non-executive), six independent co-opted members (non-executive), five academic governors, two professional services staff governors, one independent former student governor and one student governor. The Diocesan

Governors of the Board are appointees of the Church of England by the Winchester Diocesan Synod. The student governor holds office until the end of the academic year in which the student governor is appointed or until their appointment by the students comes to an end, whichever is sooner. Other governors (not being governors ex-officio) hold office for a term of three years and shall be eligible for reappointment up to a maximum of three terms, of three years each in total.

The role of the Chair of the Board of Governors is separated from Winchester’s Chief Executive, the ViceChancellor. The Chair is elected from amongst the independent members. No member of the Board of Governors receives any remuneration for work they do for that Board.

The Board has determined that the Vice-Chancellor shall be the Accountable Officer who has the responsibilities set out by the Office for Students for an accountable officer from time to time. The Board is satisfied that all conditions of receiving and using funds provided by the Office for Students, UK Research and Innovation (including Research England), Education and Skills Funding Agency and the Department for Education have been applied in accordance with the relevant terms and conditions for the year to 31 July 2021. Winchester’s constitution places responsibility for the University’s operations with the ViceChancellor who, as the Accountable Officer, supported by the Executive Leadership Team, implements the Board’s policies and develops and manages Winchester’s business.

Winchester endeavours to conduct its business in accordance with the seven principles identified by the Committee on Standards in Public Life (selflessness, integrity, objectivity, accountability, openness, honesty and leadership) and with guidance to institutions of higher education which has been provided by the Committee of University Chairs in its Guide for Members of Higher Education Governing Bodies in the UK.

In accordance with the Memorandum and Articles of Association, the Board of Governors of the University of Winchester is the most senior body of the University, responsible for determining the educational character and objectives of Winchester and for the oversight of its activities including approving its mission, values, strategic vision and long-term business plans, to remain sustainable and financially viable. The Board of Governors is also the principal financial and business authority of the University of Winchester and oversees Winchester’s financial health.

In executing its duties, the Board of Governors maintains a comprehensive system of risk management, control and corporate governance, including the prevention and detection of corruption, fraud, bribery and irregularities.

The Board receives adequate and regular information to monitor performance and track the use of public funds to enable it to identify any material change in its circumstances, including any significant developments that could impact the mutual interests of Winchester and the Office for Students. For the purposes of this statement, public funds include funds received from the Student Loans Company, UK Research and Innovation (including Research England), Education and Skills Funding Agency and the Department for Education.

Winchester obtains assurance over the adequacy and effectiveness of the arrangements for corporate governance, risk management and oversight of statutory and other irregularities through its external and internal audit assurance process.

Each year, aspects of our corporate governance arrangements are tested through our internal audit function, and the experience of our Board is annually reviewed by our nomination committee. Our risk management and regulatory reporting are approved by our Board of Governors through the committee structure herein outlined.

A ‘Statement of Primary Responsibilities’ provides more detail of the responsibilities of the Board, which include:

•the determination of Winchester’s educational character and objectives and for the oversight of its activities. • the effective and efficient use of resources. • Winchester’s solvency and the safeguarding of its assets. • approving annual estimates of income and expenditure. • the assignment of duties and the appraisal of the Vice-Chancellor. • determining the identity of the designated staff and their selection, appraisal, remuneration and monitoring of their performance.

For 2020-21 the Designated Staff are the Vice-Chancellor, the

First Deputy Vice-Chancellor, the Chief Operating Officer, the

Deputy Vice-Chancellor, the

Assistant Vice-Chancellor, the

Dean of Spiritual Life, and the Clerk to the Governing Body. • the setting of a framework for the pay and general conditions of employment of the staff who are not designated staff. • after consultation with the staff, making the rules relating to the conduct of the staff;. • the appointment of an Auditor.

The Vice-Chancellor is the Chief Executive Officer who has a general responsibility to the Board of Governors for the organisation, direction and management of Winchester. Under the Office for Students terms and conditions (OfS 2019.12) between Office for Students and the Board of Governors, the ViceChancellor is the Accountable Officer of the University of Winchester and in that capacity can be summoned to appear before the Public Accounts Committee of the House of Commons.

Winchester maintains a Register of Interests of members of the Board (and senior managers) which may be consulted by arrangement with the Clerk to the Governors. In accordance with its Memorandum and Articles of Association, Winchester has appointed a Clerk to the Governors who provides independent advice on matters of governance to Board members.

The Board of Governors (Board) delegates operational management control of the University to the Executive Leadership Team (ELT), which is chaired by the ViceChancellor. Our ELT meets at least three times each month and once a month they meet with the Deans of Faculty to focus on the academic delivery and other related matters; known as the University Management Group (UMG) Membership and attendance for all Board Committees can be found on pages 58 and 59 of this report.

STANDING COMMITTEE

The Board has delegated to the Standing Committee the primary responsibility for reviewing all aspects of strategic planning, estates strategy, academic affairs, student affairs and all financial matters. The Committee undertakes a detailed review of the annual budget and makes recommendations to the Board for its approval or further revisions.

It is responsible for the annual review of the five-year financial forecast, monitors financial and management accounts at each meeting and is responsible for the monitoring of treasury management policy and options.

RISK AND AUDIT COMMITTEE

The Risk and Audit Committee is responsible for reviewing the audit aspects of Winchester’s financial statements, and the audit plans and final audit reports.

It considers the appropriateness of the internal auditor’s risk assessment and audit plans and reviews their investigative reports. It monitors the implementation of all agreed audit-based recommendations. The Committee is responsible for exercising governor oversight and reporting to the Board on the adequacy and effectiveness of Winchester’s risk management strategy, control and governance, as well as the management and quality assurance of data submitted to the Office for Students, Higher Education Statistics Agency, Student Loans Company, and other funding bodies. The Committee also satisfies itself that Winchester policies and positions on ethical and other behaviours are followed, including on health and safety, whistleblowing, anti‐bribery, reportable events, fraud and irregularity. It considers reports from the Office for Students as they affect Winchester’s business and monitors adherence with regulatory requirements. The Committee also satisfies itself that suitable arrangements are in place to promote economy, efficiency and effectiveness.

Members of the Committee do not have executive authority and whilst senior managers attend meetings of the Committee, they are not members. The Committee Chair is not a member of any other sub-committee of the Board. The Committee meets at least once a year without the external and internal auditors to consider performance and to advise the Board on the appointment of auditors. It is entitled to meet at least once a year with the external and internal auditors without Winchester officers present.

REMUNERATION COMMITTEE

The primary function of the Remuneration Committee is to determine annually the remuneration of the designated staff. A secondary function of the Committee is to determine any severance payment to be made to a senior post holder in respect of the termination of their employment, under the terms of a settlement agreement, as and when this arises.

The Remuneration Committee is committed to complying with all the elements of the Committee for University Chairs’ (CUC) guidelines on best practice, as set out in its Higher Education Senior Staff Remuneration Code. It always seeks to ensure that its decisions are based on robust evidence, including performance measured against personal objectives, the performance of Winchester measured against its KPIs and targets, and the use of relevant benchmarking comparators. The committee recognises that it must strike the right balance between recruiting, rewarding and retaining the best senior staff possible. The Committee values senior staff who can deliver the best outcomes for students and for the institution whilst at the same time demonstrating effective use of limited resources and achieving value for money.

The Remuneration Committee members are all independent, nonexecutive members of Winchester’s Board of Governors. The ViceChancellor is not a member of the Committee and plays no part in the final discussions and decision making of the Committee in relation to determining the emoluments of any of the senior staff within its remit. In line with CUC best practice guidance, the Committee is not chaired by the Chair of the Board.

NOMINATIONS COMMITTEE

The Nominations Committee regularly reviews which skills, knowledge and experience the Board requires. It leads the process for recruiting and recommending candidates to the Board to fill vacant Governor positions on the Board. It is responsible for developing, implementing and reviewing processes for the selection and recruitment of the Chancellor, independent governors, the Chair and the Vice-Chair of the Board, the Vice-Chancellor, and members of the designated staff. The Committee makes recommendations to the Board about the membership of Board committees and those Winchester committees with governor representation, seeking to ensure that committees have a balanced and appropriate range of members. It also develops and oversees the implementation of the induction, training and development of governors.

HUMAN RESOURCES COMMITTEE

This committee is responsible for the governance of employment-related matters. It sets the framework for the pay and conditions and development for our staff, as well as the procedures for their appointment. The Committee also receives recommendations from management arising from negotiations between the University and the recognised Unions and submits recommendations to the Board of Governors as appropriate. Recommendations from the Universities and Colleges Employers’ Association on conditions of service are received and discussed at this committee. This committee serves as a point of contact for the recognised Trade Unions, and is also responsible for hearing any employment appeals on behalf of the Board of Governors.

TRADE UNION FACILITY TIME REPORTING

Recent changes in legislation introduced a new requirement to publish data on trade union facility time. This new duty applies to all public sector employers.

Universities in England fall within the definition of public sector employers for this purpose. The Human Resources Committee led the process for data collection which we reported on to the government in compliance with their new requirements.

FOUNDATION COMMITTEE

The Foundation Committee is responsible for monitoring and making recommendations to the Board on matters related to our Christian foundation. From this perspective, it monitors the interpretation and execution of Winchester’s mission, values, Strategic Plan and Foundation Strategy. It seeks to encourage the critical study of faith throughout Winchester. The committee fosters positive relationships and engagement between the University of Winchester, the Diocese of Winchester, the Cathedral, the local parish and beyond. This committee also agrees to the programme of Foundation events and receives regular reports from the Chaplaincy, the Centre for Music and the Department of Theology, Religion and Philosophy and other University areas of the institution where appropriate.

OTHER COMMITTEES

In addition to the aforementioned committees, Winchester holds the following committee meetings with student and/or Student Union representation as previously denoted.

BOARD OF GOVERNORS

Human Resources Committee Risk & Audit Committee Nominations Committee

Standing Committee Remuneration Committee Foundation Committee

Equality and Diversity Committee Executive Leadership Team

University Management Group

Joint Health and Safety Committee Fundraising Committee Sustainability Committee Honorary Award Committee Senate

Student Experience Committee

Senate Academic Development Committee Senate Research and Knowledge Exchange Committee

REMUNERATION COMMITTEE’S DECISION ON VICE-CHANCELLOR’S SALARY

2020/21 was an unusual year for the Remuneration Committee due to the timing of the Former Vice-Chancellor’s retirement. Usually, in determining the Vice-Chancellor’s remuneration the Remuneration Committee takes into account a range of factors to inform its determination of the remuneration of the head of institution. The Committee’s decisions are based on the premise of fair, appropriate and justifiable remuneration that demonstrates procedural fairness and sensitivity to the stewardship of University funds, so as to ensure value for money and the protection of the Institution’s reputation.

The Committee has access to a range of information to inform its decisions including: the University’s latest key performance indicators and associated red, amber and green ratings and trends, set against agreed strategic targets for the University as a whole; the latest position on HE sector-wide pay negotiations; the current median pay ratio of the Vice-Chancellor to all university staff; HE sector comparator remuneration data for senior staff in similar sized universities including the University and Colleges Employers Association senior staff remuneration survey and the Committee of University Chairs (CUC) ViceChancellor salary survey; and other relevant data regarding external senior staff in public bodies locally (such as Hampshire County Council and Winchester City Council).

In addition, the Remuneration Committee assesses the ViceChancellor’s performance against objectives set for the past year and the Committee members’ own observations, insights and judgements.

Academic Regulations, Policies and Procedures Committee

Research Degree Quality Committee

Faculty Management Group

Faculty Academic Development Committees

PG Cert Programme Committee

RKE Ethics Committee

RKE Grants Committee

Faculty RKE Committee

Programme Committees