CORPORATE GOVERNANCE STATEMENT
Wrexham Glyndŵr University is committed to demonstrating best practice in all aspects of corporate governance. This summary describes the manner in which the University has applied the principles of good governance in the year and up to the date of the approval of the financial statements.
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) [as amended].
The University’s Board of Governors is responsible for the University’s and Group’s systems of internal control and for reviewing their effectiveness. Such systems are designed to manage rather than eliminate the risk of failure to achieve policies, aims and objectives and can only provide reasonable and not absolute assurance 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 five times per year and has a number of committees:
Audit Committee; Strategy and Finance Committee; Human Resources Committee; Remuneration Committee; and Nominations and Governance 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 governor. 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 and Group’s annual budgets to the Board of Governors and monitors performance against the 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 and Governance Committee meets up to 3 times per year and makes recommendations to the Board of Governors in respect of the appointment of new governors in accordance with the Instrument and Articles of Government and the University’s standing orders. The Committee includes one co-opted external member who is not a member of the Board of Governors. On behalf of the Board, the Committee monitors the balance of skills, expertise and experience within the membership to ensure that it provides appropriate leadership to the University to exercise effective oversight of its affairs. The Board seeks to remove any barriers that might deter people from expressing an interest in joining the Board and the Committee welcomes applications from people from all backgrounds for consideration for appointment during its search to fill vacancies, with the aim of achieving a balance of membership that reflects the diversity of the University, its activities and the region. In a slight dip from 2016/17, during 2017/18 the gender balance of the membership was 61% male and 39% female which puts the University slightly above the average of 36% of women filling places on UK HEI governing bodies in England, 38% in Scotland and 34% in Northern Ireland and in Wales. The Nominations and Governance Committee will seek to improve the gender balance and general diversity of the Board in recruiting to vacancies during 2018/19.
The Nominations and Governance Committee also makes recommendations to the Board on matters of governance good practice. During the year the Committee, in particular, noted the update to the CUC Higher Education Code of Governance (2014) as it relates to the new CUC HE Senior Staff Remuneration Code which explicitly excludes the Vice Chancellor from being a member of the Remuneration Committee; and the Chair of the Board from chairing the Remuneration Committee. The Board approved the Committee’s amended terms of reference to reflect this membership change.
The Human Resources Committee meets four times per year and monitors health and safety, equality and diversity matters, and considers staff-related data and policies and procedures. The Committee includes one co-opted external member who is not a member of the Board of Governors.
The Remuneration Committee normally meets once per year, however during 2017/18 it met twice, initially to consider the draft CUC HE Senior Staff Remuneration Code and a response to it. The Committee’s second meeting in June 2018 considered the remuneration of senior postholders in line with annual practice and made a report to the full Board on its decisions. The Committee also reviewed and recommended to the Board a Pay Policy Statement for 2016/17 for publication purposes.
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. The Audit Committee conducts an annual assessment of its own effectiveness.
A Register of Interests of the Board and Committee co-opted members is maintained and made publicly available; and declarations of any conflicts of interest are made at the start of each Committee and Board meeting.
The Board conducts effectiveness reviews, in line with the requirements of the CUC Higher Education Code of Governance, at least every four years; and a review was carried out during 2017/18 by an external facilitator. This review concluded that “the Board is effective in all key respects, that independent governors operate positively in the ‘critical friend’ role, there is a good level of mutual trust, the Board’s commitment to the success of the University is very clear and importantly the student representatives are well integrated into the Board’s workings and the Board is very well led and directed by the Chair.”
A number of recommendations arose from the Review with the primary aim of “helping improve transparency and accountability as the University enters a more developmental phase based on growing student numbers, developing the estate and increasing external partnerships”. The External Facilitator considered that the Board is well-placed to meet these challenges but will need to ensure that its strategic planning and the attendant risk management processes are robust and that they are flexible as new external and internal factors come into play, but that this is very much within the Board’s capability and capacity.
Responsibility for embedding risk management across the University and maintaining an overview of the key high-level institutional risks rests with the Vice Chancellor’s Board which receives reports on identified risks and considers related control issues. The Audit Committee receives and examines the strategic corporate risk register at every meeting, to help inform the rolling internal audit programme. During 2017/18 the Board of Governors approved a new risk management policy and statement of risk appetite and the Audit Committee has overseen a revised corporate risk register and associated processes. Annually the Audit Committee receives and considers a report from the University’s independent audit provider RSM LLP on risk management processes. The corporate risk register has been reviewed by the Board of Governors during the year.
The Audit Committee receives regular reports from the Group’s internal and external auditors and any recommendations they have made for improvement. Progress reports on the implementation of recommendations are monitored by the Vice Chancellor’s Board as well as the Audit Committee. The Board of Governors’ assurance about the effectiveness of the system of risk and 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, through consideration by the Audit Committee; and comments made by the internal auditors in their annual report and external auditors in their management letter.
The key elements of the Group’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 professional 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 academic and professional services departments;
- Regular reporting to the 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.
The Board of Governors adheres to the provisions of the Higher Education Code of Governance (2014) [as amended] issued by the Committee of University Chairs, and the report of the Board’s effectiveness review during 2017/18 has confirmed this. There were no significant issues arising during 2017/18 in respect of Corporate Governance.
Approved by the Board of Governors 30th November 2018