Statement of corporate governance and internal control

Corporate governance

The University is committed to exhibiting best practice in all aspects of corporate governance. This statement details the manner in which the University 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 of the University. The University 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 the University, 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, the University also undertakes other activities including knowledge exchange, consultancy and the provision of accommodation, catering and conference services. In setting and reviewing the University’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, the University 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 have due regard to any detrimental harm that may arise from the University’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. The University does not currently incur private benefit from its activities undertaken in pursuance of its purposes.

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

RESPONSIBILITIES OF THE BOARD OF GOVERNORS

The Board of Governors of the University, 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, the oversight of its activities, the effective and efficient use of resources, the solvency of the University, for safeguarding its assets and for approving annual estimates of income and expenditure. The University’s Board of Governors comprises persons appointed under the University’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/aboutus/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. The University has been designated by the Secretary of State as an institution in the further and higher education sector, which 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 re-appointment 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 the University’s Chief Executive, the Vice-Chancellor. 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 2020. The University’s constitution places responsibility for the University’s operations with the ViceChancellor who, as the Accountable Officer, supported by the Senior Management Team, implements the Board’s policies and develops and manages the University’s business.

The University 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 the University and for the oversight of its activities including approving its mission, values, strategic vision and long-term business plans, in order to remain sustainable and financially viable. The Board of Governors is also the principal financial and business authority of the University and oversees the financial health of the University.

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 on the mutual interests of the University and the Office for Students. For the purposes of this statement, public funds includes funds received from the Student Loans Company, UK Research and Innovation (including Research England), Education and Skills Funding Agency and the Department for Education.

The University 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 the educational character and objectives of the University and for the oversight of its activities; • the effective and efficient use of resources; • the solvency of the University and for safeguarding its assets; • approving annual estimates of income and expenditure; • the assignment of duties and of the appraisal of the Vice-Chancellor; • determining the identity of the Designated Staff and their selection, appraisal, remuneration and monitoring of their performance. For 2019-20 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 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 the University. 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 and in that capacity can be summoned to appear before the Public Accounts Committee of the House of Commons.

The University 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, the University has appointed a Clerk to the Governors who provides independent advice on matters of governance to Board members.

SENIOR MANAGEMENT TEAM

The Board of Governors (Board) delegate operational management control of the University to the Senior Management Team (SMT), which is chaired by the Vice-Chancellor. SMT meets at least three times each month. In addition to these meetings, once a month the SMT meets with the Deans of Faculty to focus on the academic delivery and other related matters of the University; this is known as the University management Group (UMG) Membership and attendance for all Board Committees can be found on pages 58-59.

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 the University’s financial statements, reviews the audit plans and the final audit reports. It considers the appropriateness of the internal auditor's risk assessment and audit plans and reviews reports from them on their investigations. 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 the University’s risk management strategy, control and governance, 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 suitable arrangements are in place to promote economy, efficiency and effectiveness. It considers reports from the Office for Students as they affect the University’s business and monitors adherence with regulatory requirements.

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 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 any University 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

against personal objectives; the performance of the University against its KPIs and targets; and the use of relevant benchmarking comparators. The committee recognises it must strike the right balance between recruiting, rewarding and retaining the best senior staff possible. The committee value 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 the University’s Governing Board. The Vice-Chancellor 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 recruitment and selection 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 University 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 programme of Foundation events

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.

The data relates to the period 1 April

FOUNDATION COMMITTEE

The Foundation Committee is responsible for monitoring and making recommendations on matters related to our Christian foundation to the Board. It annually monitors the interpretation and execution of the University’s Mission, Values, Strategic Plan and Foundation Strategy, and fosters wider development of awareness and debate on matters of faith, and positive relations between faith communities, the Diocese of Winchester, the Cathedral, the local parish and beyond. This committee also organises and manages the 2019 to 31 March 2020.

and receives regular reports from the Chaplaincy, the Centre for Music and the Department of Theology, Religion and Philosophy and other University reports where appropriate.

OTHER COMMITTEES

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

TRADE UNION FACILITY TIME REPORTING 2019/20

UNION OFFICIALS

Number of employees who were relevant union officials during the period

Full-time equivalent employee number

NUMBER OF TU REPRESENTATIVES BY PERCENTAGE OF TIME SPENT ON FACILITY TIME

0%

1-50%

51-99%

100% 4

2.4

0

4

0

0

PAY BILL SPENT ON FACILITY TIME

Total pay bill

Paid Trade Union activities

Percentage of paid facility time hours spent on paid Trade Union activities £42,753,829

£29,978

0%

BOARD OF GOVERNORS

Human Resources Committee Remuneration Committee Nominations Committee

Standing Committee Risk & Audit Committee *Foundation Committee

*Equality and Diversity Committee Senior Management Team

University Management Group

*Joint Health and Safety Committee *Honorary Award Committee *Student Academic Council Senate

Planning and Resources Committee *Student Experience Committee

*Senate Academic Development Committee *Senate Research and Knowledge Exchange Committee

Faculty Management Group *Academic Regulations, Policies and Procedures Committee

*Faculty Academic Development Committees

*Programme Committees

*Research Degree Quality Committee

*PG Cert *Programme Committee

*RKE Ethics Committee

*RKE Grants Committee

*Faculty RKE Committee

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

The Remuneration Committee met • The Vice-Chancellor’s remuneration is set at a level that on two occasions in 2019/2020 – on achievements against the is appropriate and justifiable in 24th April 2020 and on 8th July 2020. objectives set in her individual relation to the size and complexity All members were present at both review of the role. meetings, which were held remotely • The latest position on the HE-wide via Microsoft Teams. pay negotiations The Committee noted the serious • The current median pay ratio of the detrimental impact on the financial The Chair of the Remuneration Vice-Chancellor to all Winchester position of the higher education Committee always stresses to the staff sector caused by the COVID-19 Committee that their decisions • Higher Education sector pandemic and noted that this had should be based on fair, appropriate comparative remuneration resulted in UCEA taking the decision and justifiable remuneration that data for senior staff in similar- that there would be no uplift of the demonstrates procedural fairness sized universities including national pay spine salaries in 2020/21. and sensitivity to the stewardship the Universities and Colleges Taking both the national and the of Winchester’s funds to ensure Employers’ Association (UCEA) Winchester’s specific financial value for money and the protection senior staff remuneration survey situation into account, the Committee of the Institution’s reputation. The and the CUC Vice-Chancellor salary took the unanimous decision that Committee has access to a range of survey there should be no salary increase information to inform its decisions • Other relevant data regarding for the Vice-Chancellor for the including: external senior staff in public financial year 2020/21 and that this bodies locally (such as Hampshire decision should also apply to all other • Winchester’s latest key County Council and Winchester City members of Winchester’s Senior performance indicators table and Council) Management Team. Accordingly, the associated RAG ratings and trends, • Consideration of these sources basic salary of the Vice-Chancellor set against agreed strategic targets of comparative information remains unchanged at £233,207 per for Winchester as a whole ensures that the Vice-Chancellor’s annum.