Corporate Governance Statement
Glyndwr University is committed to demonstrating best practice in 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 UK Corporate Governance Code as it applies to Higher Education, and the Committee of University Chairs Governance Code of Practice (2009).
This summary describes the manner 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 Governing Body is responsible for ensuring a sound system of internal control that supports the achievement of policies, aims and objectives, while safeguarding the public and other funds and assets for which the Governing Body 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 Governing Body 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 Governing Body meets at least four times per year and has a number of committees including: an Audit Committee; a Strategy and Finance Committee; a Human Resources Committee; and a Nominations Committee. All of these Committees are formally constituted with terms of reference and are comprised mainly of independent members. Each Committee is Chaired by an independent member. All sub committees review and reflect on their work and provide an annual report to the Governing Body.
The Strategy and Finance Committee recommends the University’s annual budgets to the Governing Body, the Nominations Committee considers nominations for vacancies in the Governing Body membership for approval, the Human Resources Committee monitors health and safety and equality and diversity matters and also meets as the Remuneration Committee annually to determine the remuneration of senior postholders including the Vice Chancellor. The Audit Committee meets three times a year, with internal and external auditors in attendance. This Committee includes two independent co-opted members from the public and private sector who are not members of the Governing Body who provide externality to the Committee’s deliberations. The Audit Committee considers detailed reports with recommendations for the improvement of systems of internal control and monitors implementation of the recommendations. Prior to every Audit Committee the Committee meets privately with the University’s internal and external auditors without University 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.
A strategic corporate risk register has been in place all year up to 31 July 2014 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 new initiatives identified during the year. These processes have been applied up to the date of approval of the financial statements.
In order to ensure the effectiveness of the system of internal control, in addition to meeting at regular intervals, the Governing Body receives the minutes and a report from the Chair of the Audit Committee at each Board meeting which includes steps being taken by the University to manage risks. Audit Committee also provides oversight of the University’s risk management processes and considers regular reports from the University’s independent internal audit provider, Baker Tilly which includes the internal auditor’s independent opinion on the adequacy and effectiveness of the University’s system of internal control.
The Governing Body’s review 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 financial controls, which is designed to discharge the responsibilities set out above, include 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 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 controls processes in the ongoing operation of all units;
- Regular reporting to Audit Committee, and then to the Governing Body, on internal control and risk;
- Reporting to the Governing Body the principle 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 Group.