Corporate Governance Statement
CORPORATE GOVERNANCE STATEMENT
Wrexham Glyndŵr University is committed to demonstrating best practice in all aspects of corporate governance.
The University has a duty to conduct affairs in a responsible and transparent way, and to take into account the requirements of funding bodies, the standards in public life enunciated by the Nolan Committee, the Combined Code, the UK Corporate Governance Code as it applies to Higher Education, and the Committee of University Chairs’ Higher Education Code of Governance (2014).
The Higher Education Code of Governance (the Code) is voluntary and it is intended to reflect good practice in the Higher Education sector. Having carried out a review in 2014/15 the Board of Governors determined that the University’s practices were consistent with the Code but nevertheless identified areas for further development of its governance processes.
During 2015/16 the Board of Governors has had regard to the Code and has taken forward a number of developments to enhance its practices including the approval of a scheme of delegation and a review of the Board’s reporting KPIs aligned to the University’s Strategic Framework.
This statement describes the matter in which the University has applied the principles of governance in the year and up to the date of the approval of the financial statements.
The University’s Board of Governors is responsible for ensuring a sound system of internal control that supports the achievement of policies, aims and objectives, whilst safeguarding the public and other funds and assets for which the Board of Governors is responsible.
The system of internal control is designed to manage rather than eliminate the risk of failure to achieve policies, aims and objectives. It can therefore only provide reasonable and not absolute assurance of effectiveness against material misstatement or loss.
The Board of Governors has adopted a statement of primary responsibilities, which is published on the University’s website. This statement sets out the Board’s responsibilities in respect of the proper conduct of public business, strategic planning, monitoring effectiveness and performance, finance, audit, estate management, human resource management, equality and diversity, student welfare, health and safety and the appointment of the University Officers.
The Board of Governors meets at least four times per year and has a number of committees:
Audit Committee; Strategy and Finance Committee; Human Resources Committee; and Nominations Committee. All of these committees are formally constituted with terms of reference and are made up of mainly independent members. Each committee is chaired by an independent member. All committees review and reflect on their work and provide an annual report to the Board of Governors.
The Strategy and Finance Committee has a financial as well as a strategic remit. In terms of its financial remit the Committee considers and recommends the University’s annual budgets to the Board of Governors and monitors performance in relation to the approved budgets. In relation to its strategic remit the Committee monitors strategic matters and advises the Board of Governors on the University’s strategic direction as well as giving initial consideration to and advising the Board on business of particular importance or complexity which is not within the remit of other committees of the Board.
The Nominations Committee makes recommendations to the Board of Governors in respect of the appointment of governors in accordance with the Instrument and Articles of Government and the University’s standing orders. During 2015/16 on the advice of the Nominations Committee the Board approved the appointment of seven new independent governors as well as a new co-opted member of the Audit Committee and a new co-opted member of the Human Resources Committee and also the appointment of new members, Chairs and Vice Chairs to the Board’s Committees as vacancies arose. In July 2016 on the advice of the Nominations Committee, the Board approved revised terms of reference for the Committee to include a remit to oversee good governance practice.
The Human Resources Committee monitors safety, health and environment, equality and diversity matters, and considers staff related data and policies and procedures. During 2015/16 the Human Resources Committee also met as the Remuneration Committee on three occasions. During these meetings the Committee considered the roles that are to be designated as ‘senior postholders’ in line with Instrument and Articles and following the move from an interim to a permanent senior management team. They also discussed the remuneration of the designated ‘senior postholders’ approved by the Board, and reviewed the Board’s remuneration policy and procedure. A report on the work of the Remuneration Committee was made to the full Board. On the advice of the Human Resources Committee in July 2016, the Board approved the establishment of a stand-alone Remuneration Committee with separate terms of reference and the inclusion of the Chair of the Strategy and Finance Committee within the Remuneration Committee’s membership.
The Audit Committee meets four times a year, with internal and external auditors in attendance. The Committee includes three external co-opted members from the public and private sector who are not members of the Board of Governors who provide externality to the Committee’s deliberations. The University’s senior managers attend meetings of the Audit Committee as necessary but are not members of it. The Audit Committee considers detailed internal audit reports with recommendations for the improvement of the University’s systems of internal control and monitors implementation of the recommendations. At the start of every meeting the members meet privately with the University’s internal and external auditors without officers present.
A Register of Interests is maintained and declarations of any conflicts of interest are made at the start of each Committee and Board meeting. The Audit Committee conducts an annual assessment of its own effectiveness. The Board conducts effectiveness reviews at least every four years.
A strategic corporate risk register has been in place all year up to 31 July 2016 designed to identify the principal risks to the achievement of policies, aims and objectives, to evaluate the nature and extent of those risks and to manage them efficiently, effectively and economically.
Risk management and control processes have been in place throughout the period and risk review is embedded within the management culture and applied to the risks on the register and to all new initiatives identified during the year. The Board reviewed the key risks to the University during the year and the format of reporting to both the Audit Committee and the Board. Risk management processes have been applied up to the date of approval of the financial statements and accords with HEFCW guidance.
Audit Committee provides oversight of the University’s risk management process and considers regular reports from the University’s independent internal audit provider RSM LLP, which includes the internal auditors’ independent opinion on the adequacy and effectiveness of the University’s system of internal control.
The Board of Governors’ view of the effectiveness of the system of internal control is also informed by the work of the senior management within the University, who have responsibility for the development and maintenance of the internal control framework, and by comments made by the external auditors in their management letter.
The key elements of the University’s system of internal controls, which is designed to discharge the responsibilities set out above included the following:
- Clear definitions of the responsibilities of, and the authority delegated to, senior managers and heads of academic and operational areas.
- A medium and short-term planning process, supplemented by detailed annual income, expenditure, capital and cash flow budgets;
- Regular reviews of student recruitment and regular reviews of financial results involving variance reporting and updates of forecast outturns;
- Clearly defined and formalised requirements for approval and control of expenditure, with investment decisions involving capital or revenue expenditure being subject to formal detailed appraisal and review according to approved levels set by the Board of Governors;
- Comprehensive Financial Regulations, detailing financial controls and procedures, approved by the Board of Governors;
- A professional independent Internal Audit team whose annual programme is approved by the Audit Committee;
- Linking the identification and management of risk to the achievement of the University’s strategic objectives through the planning process;
- Evaluating the likelihood and impact of risks becoming a reality as part of that same process and establishing mitigating controls;
- Embedding risk management and internal control processes in the ongoing operation of all units;
- Regular reporting to Audit Committee, and then to the Board of Governors, on internal control and risk; and
- Reporting to the Board of Governors the principal results of risk identification, evaluation and management review
The Audit Committee, on behalf of the Board of Governors, has reviewed the effectiveness of the system of internal control of the University.
There were no significant issues arising during 2015/16 in respect of Corporate Governance.