The Chair of the Board of Governors is appointed in accordance with Article 6. They are an officer of the University and is selected through an election process by the governors, who vote for one of their number for a three year period of office, with a formal renewal on an annual basis. The Chair of the Board is Deputy Chair of Remuneration Committee and Nominations Committee, and attends the Advancement Committee. If an Independent Member, the Chair of the Board also chairs the Independent Members Appointment Committee (IMAC). The Chair is ex officio a member of the national Committee of University Chairs.
The Chair’s role is defined in the University Byelaws as follows:
“14. THE CHAIR OF THE BOARD OF GOVERNORS
14.1 There shall be a Chair of the Board appointed by the Board who shall act as required by the Instrument and Articles.
14.2 The Chair shall be an Officer of the University and will articulate, sustain and exemplify its mission and values by his or her involvement in the life of the University. The Chair shall be responsible for the leadership of the Board, and its effectiveness and ultimately to the University and its stakeholders for the stewardship of the University.
14.3 The Chair of the Board shall be appointed in accordance with Article 6 using the election procedures in the University Byelaws, Procedures and Guidance Notes.
14.4 The Chair of the Board shall be Ex Officio a Member of the Court and shall be responsible for the appointment, support and oversight as appropriate of the Chancellor and the Pro Chancellor.
14.5 The Chair of the Board shall carry line management responsibility for the Senior Post Holders and other Officers of the University as appropriate.
14.6 The Board shall delegate powers to the Chair as set out in the Board of Governors Scheme of Delegation, the Financial Regulations and under these Byelaws.
14.7 The Chair of the Board shall ensure that the members of the Board observe the general Principles of Public Life applicable to all public bodies (the Nolan Principles) and the duties laid upon members as Charitable Trustees are fulfilled. The Chair shall be responsible for the implementation of the Code of Conduct for Governors Officers and Members.
14.8 The Chair may resign by notifying the Chair of the Nominations Committee. The Chair’s appointment may be terminated early by the Board for good cause, the Chair having had an opportunity to make appropriate written representation to the Board.”
In summary, the Chair is responsible for the leadership of the Board of Governors and ultimately to the University’s stakeholders for the Board’s effectiveness. As Chair of its meetings, he or she promotes its well-being and efficient operation, ensuring that governors work together effectively and have confidence in the procedures that have been laid down for the conduct of business.
The Chair takes particular care that the Board of Governors and its Committees observe the general Nolan Principles of Public Life and that the University applies the Committee of University Chairs Higher Education Code of Governance. The Chair ensures that the Board as the Higher Education Corporation acts within its powers and conducts its business properly and dispatches its responsibilities in a business-like way. The Chair is ultimately responsible for ensuring that the Board of Governors and its Committees operate in an effective manner, and that they discuss and take relevant decisions upon those issues which affect the functioning and long term future of the University.
A critical element in the effectiveness of the Board of Governors and of the University is the constructive working relationship between the Chair and the Vice Chancellor. Their roles are distinct. The Chair is not responsible for the executive management of the University and should not be drawn into day to day executive organization decision-making.
The Chair agrees the agenda of Board of Governors meetings and subsequently agrees the minutes as ‘Chair’s agreed minutes’ until such time as they are formally approved at a Board of Governors meeting.
The Byelaws, Scheme of Responsibilities & Delegation and Committee Handbook describe the delegation of powers to the Chair and give further guidance to the Chair. These recognise that occasionally matters may arise which are judged too urgent and important to await the next meeting of the Board of Governors. In such an event, the Chair has the option of calling a special meeting, consulting the members of the Board of Governors by correspondence, or dealing with the matter by Chair’s action. The Chair is expected to exercise great care to avoid taking decisions by ‘Chair’s action’ except where it is necessary and appropriate to do so, taking care not to exceeds the scope of the delegated authority granted by the Board of Governors. ‘Chair’s action’ on matters of importance is only taken where delaying a decision would disadvantage the University.