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Council Effectiveness Review 2010

1.     Background

The Committee of University Chairs (CUC) Code of Governance recommends that reviews of the effectiveness of Councils are conducted at intervals of not less than five years. The last major review of the Durham University Council was undertaken in 2005, and reviews based on self-assessment have been carried out since then. It was felt that it would be helpful for the next major review to be conducted by someone external to the University and the 2010 Council Effectiveness Review was duly conducted by Dr. David Fletcher of David Fletcher Consulting Ltd. following a proposal prepared by Nominations Committee and approved by Council on 16 March 2010.

Dr. Fletcher presented his findings to Council at its Away Day on 24 September 2010. This paper summarises the review process undertaken by Dr. Fletcher and his conclusions. It then sets out Council’s response to the issues raised and the action it proposes to take as a result.

2.     Review Process

The effectiveness review was concerned with assessing the operation of the Council benchmarked against a number of criteria which might be said to characterise a high performing and value adding governing body. The review examined specifically the dynamics and strength of relationships between the Chairman of Council, the Deputy Chairman, the Vice‐Chancellor, the Registrar and Treasurer and their relationships with Council; the size, structure and composition of the Council including an audit of its skills and diversity base; and the extent to which the Council has provided a constructive support and challenge to the University Executive Committee.

The review had two substantive phases. The first comprised a desk‐based review of all key documentation relating to the operation of the Council, including its statement of primary responsibilities, role descriptors, risk management and performance review processes to ensure that the Council’s processes were in accordance with sector best practice. This phase included an audit of the skills and diversity base in the current Council and the identification of potential gaps and consideration of a number of specific issues arising from the review of Council sub‐committees.

The second phase covered the perceptions of members of the Council and others as to the way it has operated in practice since 2005 and identifying areas of strength and areas for improvement. This was done by a combination of structured one to one interviews and small group discussions. This phase included discussion with other internal stakeholder groups, for example members of Senate not in membership of Council and some members of the University Executive Committee.

3.     Report and Conclusions

The 2010 Corporate Governance Health Check was based on a review of the documentation requested by the consultant. The starting point was the last major effectiveness review carried out in 2005. The 2010 review concluded that:

‘all principal agreed actions arising from the 2005 Review were subsequently implemented by Council.

The documentation reviewed further confirmed that the Council is complying fully with the recommendations of the CUC Governance Code and Guide for Members of Governing bodies.

From his review of the documentation, Dr. Fletcher concludes:

‘From this evidence it can be concluded that the University has in place a comprehensive framework and structure of governance which conforms to sector best practice. It has been prompt in reviewing and adjusting its processes in response to national governance initiatives since 2005’.

With respect to the membership of Council, Dr. Fletcher found the size to conform to CUC guidelines and that the Nominations Committee

‘has succeeded in recruiting a very impressive array of people who are without doubt capable of adding real value to the University. The appointment process is very professional’.

There was found to be a good spread of skills and experience across the lay membership, particularly in the areas of corporate finance and business. It was noted that Council might benefit from strengthening other areas including HR, Law, IT, Marketing, lay experience of Higher Education, and international experience. It was further noted that there is scope to improve the balance of Council with respect to both gender and ethnicity.

The second phase of Dr. Fletcher’s review focused on members’ perceptions of the performance of Council, and its relationships with Senate, the University Executive Committee (UEC) and its own sub-committees.

It was found that Council was felt to be operating more effectively since the reduction in size implemented in 2006. However, members felt that Council could improve the way it operated as a team, and that the practice of separate meetings of lay and staff members could act to undermine the cohesiveness of Council as a body, even though some members found these to be helpful.

The review found that the Council had been very active and challenging especially over the last year during which the University had been considering a major estates project. In the light of this experience, the review suggested that the relationship between Council and UEC was an area where further reflection could help to ensure that UEC engages with Council sufficiently early and openly, and that there is an appropriate balance of challenge and support from Council.

With respect to Council’s sub-committees, the report notes some areas where the operation and effectiveness of Council might be improved, specifically in relation to the consideration of Estates matters, and the visibility at Council itself of some of the business of both Finance and General Purposes Committee and Audit Committee.

Senate business was also felt to have relatively low visibility at Council, especially given the current arrangement where staff members of Council are not necessarily members of Senate. The review noted good levels of engagement amongst Council members with University life and activities, but that lay members would welcome more structured opportunities to understand the academic business of the University. In particular Council needs to be confident that it is receiving appropriate assurance over academic quality and standards.

In conclusion, Dr. Fletcher’s review notes that:

‘Among everyone interviewed there was a genuine and real pride in the University of Durham and in what it has achieved and a great commitment to the University. There was also strong ambition for the future to be even better. This is the motivation of Council members and it is very positive for the future.’

4.    Recommendations and Action to be taken

At its Away Day on 24 September 2010, Council reflected in detail on the issues raised by Dr. Fletcher’s review, and considered his recommendations. Members considered that further work was required in the following areas:

The relationship between Council, Senate and the University Executive Committee.  It was felt that the working and reporting relationships between Council, Senate and UEC could be enhanced. Further work was required to ensure that the needs and obligations of each body were supported with respect to information and assurance as appropriate, and that they operate together in an optimal way.

Understanding the academic business of the University.  It was noted that Council members felt they had insufficient visibility of the strengths and weaknesses of academic areas within the University. Work was therefore required to consider how best to improve understanding of such issues, to include enhancement of the reporting of management information in this area as well as a more structured approach to the engagement of lay members with the academic business of the institution.

Strategic themes.  Members recognised the importance of ensuring that Council was applying its time and energy to scrutiny of the most important issues facing the University. It was suggested that ways to do this, including enhancing the engagement of Council members in planning Council business, and moving to a more holistic approach to the assessment of KPIs, risk and strategic priorities, should be considered.

Council committees.  It was felt that the delegation of Council business to sub-committees needed careful consideration. Further work was needed to determine how best to balance:

i)    the need for detailed consideration of a high volume of business with the need for Council as a body to engage fully with important issues;
ii)   a desire to access the expertise and experience of Council members in support of the management team with the need for Council to exercise its governance and assurance obligations.

These issues required particular consideration with respect to Finance, Estates and HR matters.

Finally, members were clear that all Council members are equal in their responsibilities as members of the governing body and trustees. It was felt that the culture of challenge and debate within the University should be reflected in a spirit of full and frank discussion in full Council meetings, and that separate meetings of sub-groups of Council should be avoided unless absolutely necessary.

Registrar and Secretary