The Committee of University Chairs has published a near-final draft of a fundamentally rewritten Higher Education Code of Governance – not an incremental update, but effectively a new Code drafted from first principles.

What universities need to know

The changes are extensive, touching every aspect of board governance from structure and culture to financial oversight and academic assurance. This article sets out what's changed and what universities need to do to prepare.

The CUC Higher Education Code of Governance is the principal governance framework for universities and higher education institutions in the United Kingdom. The current edition, published in 2020 (the “2020 Code”), is structured around broad principles supported by explanatory text and supplementary guidance. 

It operates on a "comply-or-explain" basis and covers the core elements of board governance: the role and responsibilities of the governing body, the conduct and operation of the board, the relationship between the board and the executive, and the oversight of institutional strategy, risk and financial sustainability.

The 2020 Code is widely adopted across the sector by English higher education providers and is referenced by the Office for Students as a framework that providers may use to demonstrate compliance with the OfS governance and management conditions of registration.

“A significant shift […]” that’s “ambitious and practical”

In April 2026, the Committee of University Chairs (CUC) published a near-final draft revised Code (the “Revised Code”) for public comment. The CUC's position is that incremental amendment of the 2020 Code wouldn't be sufficient and that the revised document is "effectively a new Code, drafted from first principles". It's intended to be "ambitious and practical" and clearer in its expectations, representing a "significant shift" that reflects a more challenging operating environment and the need to build public trust. 

Governing bodies should therefore approach implementation of the Revised Code (once issued in final form) as a substantive review of their governance infrastructure – not an incremental update.

This article provides an overview of the principal changes in the draft Revised Code, examines their interaction with the Charity Governance Code and the OfS regulatory framework, and identifies practical steps universities should consider if the Revised Code is issued in substantially the same form. Comments can be submitted to the CUC until 10 May 2026.

1. A new structural architecture: From homogeneous principles to a two-tier framework

Position under the 2020 Code

Under the 2020 Code, the language is broadly aspirational and consistent in register. There's no formal distinction between mandatory requirements and matters of judgement, and compliance is assessed on a homogeneous 'comply-or-explain' basis.

Changes under the Revised Code

The Revised Code departs fundamentally from this approach. It's described as "principles-based" and operates on an "apply-or-explain" basis, split into “Principles” and “Provisions”. "Must/must not" provisions set minimum expectations required for compliance, while "should/should not" provisions require board judgement, with the option to take an alternative approach provided a "compelling rationale" is published.

What does it mean for higher education providers?

In practical terms, every existing governance policy, procedure and committee structure will need to be mapped against this two-tier framework. Where a "must" provision isn't currently met, urgent corrective action will be required. Where a "should" provision is departed from, a formal, published rationale must be prepared.

2. Culture and behaviours: A new standalone governance discipline

Position under the 2020 Code

The 2020 Code addresses conduct and values largely within its general principles, in particular the principle relating to the conduct and operation of the Board. There's no dedicated section on culture, no requirement for a published Code of Conduct as a standalone instrument, and no formal mechanism for holding the Chair to account distinct from general board processes.

Changes under the Revised Code

The Revised Code treats this area very differently. It frames governance culture as "arguably the single most important determinant of governance effectiveness" and calls for continuous self-reflection and periodic independent assessment, in which boards critically assess their own performance and behaviours, identify risks of unconscious bias and power imbalances, and determine how to mitigate them. Specific new provisions include the following.

• All board members and attendees must uphold the highest standards of conduct and respect, including the Nolan principles. The board should develop, publish and regularly review compliance with a Code of Conduct setting out cultural and behavioural requirements, including a process for responding to breaches. All board members must challenge behaviours not aligned with the expected culture, with the Senior Independent Board Member (SIBM) holding the Chair to account where relevant.
• Providers should appoint a SIBM, distinct from the chair of the board (the 2020 Code merely recommended boards consider such appointments).
• The Chair should set the tone for an open, transparent, inclusive and collaborative board culture. The Head of Institution should foster openness and accountability. The SIBM should be accessible to all board members, supporting the Chair but also challenging them where their performance or behaviours fall short.
• Boards should ensure effective processes for managing complaints and investigating whistleblowing disclosures, including safeguards to maintain independence – such as separation from executive members with significant operational responsibilities.

What does it mean for higher education providers?

None of these provisions has an equivalent in the 2020 Code. The dedicated culture chapter, the published Code of Conduct requirement, the SIBM role (we understand that currently only a small minority of providers registered with the OfS have appointed a SIBM) and the formal Chair accountability mechanism are all new.

The formalisation of culture as a governance discipline (and the introduction of the SIBM role as a structural check on the Chair) represent a significant intensification of expectations. Boards that have relied on informal conduct norms, or which have no mechanism for escalating concerns about the Chair, will need to act promptly.

3. Strategy, risk, financial resilience and assurance: Substantially intensified expectations

Position under the 2020 Code

The 2020 Code requires boards to approve strategy, manage risk and maintain financial oversight. However, the provisions are broadly framed and don't specify particular methodologies (such as stress testing), nor do they require boards to scrutinise specific components of financial risk (such as pension exposure, estate liabilities or capital programme viability) as discrete board-level concerns.

Changes under the Revised Code

The Revised Code goes considerably further.

1. Strategy: Strategy development must be underpinned by robust assessment of risk and opportunity - including horizon scanning, scenario testing, stakeholder engagement, and contingency plans for material risks.
2. Risk appetite and framework: Boards must determine and regularly review risk appetite, and approve a comprehensive risk management and internal control framework aligned to strategy, operating model and regulatory environment.
3. Assurance framework: Boards must define how they obtain assurance over risk management, internal controls, financial stewardship, regulatory compliance and academic governance, and must periodically review the assurance framework's adequacy and coherence.
4. Financial resilience: Boards must scrutinise financial performance and position using forecasts, scenario modelling and stress testing (including cashflow and balance sheet), covering estate liabilities, pension exposure and capital programme viability. Stress testing must be accompanied by credible, actionable contingency plans.

What does it mean for higher education providers?

These provisions collectively represent the most significant intensification of board-level financial and risk oversight in the Code's history.

The explicit reference to estate liabilities, pension exposure and capital programme viability reflects recent sector financial difficulties. Audit and finance committees will face materially increased demands, and boards with limited current engagement in scenario analysis and stress testing will need to build this capacity promptly.

4. Board: Tighter rules on terms, skills and academic literacy

Position under the 2020 Code

The 2020 Code requires a majority of independent members, addresses conflicts of interest and sets out general expectations on board skills and diversity. It includes a nine-year total tenure expectation but without a prescribed maximum term per appointment.

Changes under the Revised Code

Under the Revised Code, the board must have a majority of independent members (including the Chair), and independent members must be appointed for terms of no more than four years with total tenure "not […] more than nine years". Term extensions aren't automatic and require a conscious assessment of whether the member's skills, experience, independence, character and performance continue to make them effective.

Boards must regularly review size, composition and skills against strategy and risks, including capability to scrutinise academic assurance without reliance on a single independent member. Appointments should be formal, rigorous and transparent, with fit-and-proper due diligence and EDI objectives.

On remuneration, the Revised Code takes a notably more open position – the board should agree its approach to board member remuneration with a clearly stated rationale, assessed against the board's ability to recruit high-calibre and diverse members. Notwithstanding this more open approach, charity law restrictions on payments of trustees continue to apply (see section 9, 'Important charity law considerations' below).

What does it mean for higher education providers?

The explicit four-year maximum per term, the prohibition on automatic renewal, the requirement for active assessment before any extension, the collective academic literacy requirement and the more open approach to board member remuneration are all new. The 2020 Code addresses nine-year tenure but is less prescriptive on individual term lengths and academic skills requirements.

Boards with ageing compositions or narrow skills profiles will need to undertake skills audits and plan board refreshment. The expectation of sufficient collective academic literacy (rather than reliance on a single member) is a particularly notable addition that may require targeted recruitment.

5. Academic governance: From deference to active board oversight

Position under the 2020 Code

The 2020 Code addresses the relationship between the governing body and the academic board or senate and requires boards to have regard to academic governance. However, the provisions are relatively light and don't explicitly challenge the culture of deference to academic boards and the executive.

Changes under the Revised Code

• The board has ultimate responsibility for effective academic governance. Academic assurance should be central and active, and the board must have sufficient academic competence, with members supported through training and opportunities to engage with academic structures, staff and students.
• The board must receive a clear and comprehensible description of the academic strategy and quality framework, and must define its relationship with academic governance structures to secure robust assurance across all provision. Academic assurance should be transparent, fit for purpose, collaborative and cohesive – including triangulation across quality, standards, research outcomes, student experience and student voice.
• The board must ensure the institution has policies upholding and protecting academic freedom and lawful freedom of expression, with assurance provided on their operation and risks.

What does it mean for higher education providers?

The 2020 Code doesn't require triangulated academic assurance across multiple sources, doesn't address transnational education and teaching partnerships in this context, and doesn't explicitly require collective academic literacy across the board. These are significant additions.

Academic governance has historically been an area of significant deference to academic boards and the executive. The Revised Code makes clear that deference isn't enough. Boards will need to actively engage, develop sufficient collective academic literacy, and receive board-tailored assurance that triangulates across multiple sources – not simply repurposed reports written for Senate or Academic Board. The explicit reference to transnational education and teaching partnerships reflects the significant regulatory risk that has emerged in those areas.

6. Board effectiveness reviews: From voluntary to mandatory

Position under the 2020 Code

The 2020 Code expects boards to undertake effectiveness reviews, including external reviews periodically. However, external review isn't framed as mandatory at a fixed frequency, and there's no requirement to publish an annual board development action plan.

Changes under the Revised Code

The board must conduct annual self-assessment, commission an independent external performance review every three years, and use both to create an ongoing action plan for continual development, published annually.

The board must provide structured induction and ongoing support. Induction and training should cover sector context, finances, academic governance structures, regulatory requirements and enhanced risk areas.

What does it mean for higher education providers?

External effectiveness reviews shift from encouraged to mandatory at a fixed three-year frequency. The obligation to publish an annual board development action plan is entirely new, and structured induction requirements are strengthened. Boards that have relied on informal or self-directed assessments, or which haven't published outcomes, will need to establish formal processes. The annual published action plan creates a significant new accountability mechanism for stakeholders and, potentially, the OfS.

7. Formalised individual role responsibilities: The new Appendix A

Position under the 2020 Code

The 2020 Code sets out the respective roles of the Chair, the Head of Institution and other key positions, but the treatment is high-level and doesn't comprehensively address all key roles in a single, dedicated instrument. The University Secretary's dual role and reporting line complexity aren't specifically addressed.

Changes under the Revised Code

The Revised Code introduces a new Appendix A setting out specific responsibilities for each key role: Chair, Head of Institution, University Secretary, Senior Independent Board Member, Chief Finance Officer, Committee Chairs, all board members, and members of the executive. Notable new provisions include the following.

• Delegations must be formally defined through schemes of delegation or terms of reference setting out scope of authority, responsibilities and reporting arrangements. The board must remain collectively responsible for all decisions taken in its name, with core responsibilities (including strategy, appointing the Head of Institution and Chair, and stewardship of mission and resources) not to be delegated.
• The University Secretary should have a direct reporting line to the Chair. Where they hold a dual role as executive and board adviser, separate reporting lines to both the Chair and the Head of Institution must be in place.
• The Chief Finance Officer must raise significant concerns about the institution's financial standing or conduct with the board promptly.

What does it mean for higher education providers?

The dedicated Appendix A with role-specific responsibilities for all key postholders (including the CFO's obligation to escalate financial concerns and the University Secretary's dual reporting line requirements) is entirely new. The 2020 Code doesn't address these matters with equivalent specificity.

The formalisation of individual role responsibilities addresses the blurred accountabilities, particularly around the University Secretary's dual role, that have featured in some institutional governance failures. Boards should review role descriptions for all key postholders against these expectations and address any gaps.

8. Student and staff board members: Parity of duty, not representation

Position under the 2020 Code

The 2020 Code includes student and staff members on governing bodies and addresses their role, but the language around their status as full board members, rather than constituency representatives, is less explicit. The distinction between board membership and the need for separate, broader stakeholder engagement isn't clearly drawn.

Changes under the Revised Code

The Revised Code firmly rejects the notion of student and staff board members as constituency representatives. All board members, including students and staff, share the same responsibilities, and their presence doesn't discharge the board's broader obligation to engage meaningfully with those stakeholder groups.

What does it mean for higher education providers?

The Revised Code explicitly states that student and staff governors aren't representatives, have identical duties to independent members, and that their presence doesn't discharge the board's separate stakeholder engagement obligation. This clarity doesn't exist with the same force in the 2020 Code.

Boards will need to review both how they structure board membership and how they undertake stakeholder engagement, ensuring the two are treated as distinct obligations.

9. The Revised Code and the Charity Governance Code: Alignment, divergence and practical integration

Many HE governing bodies are also (exempt) charities, meaning the Charity Governance Code (2025 edition) may also apply. While both the 2020 Code and the Charity Governance Code have been applied on an "apply-or-explain" basis, charitable higher education providers primarily use the 2020 Code and we'd recommend they follow the Revised Code going forward.

The two codes are substantially complementary, but there's one area of divergence that charitable HEIs must be aware of.

Alignment of Revised Code with Charity Governance Code

The two codes are substantially aligned in their foundational expectations. Both require board members to act in the institution's best interests, uphold high standards of conduct, manage conflicts of interest and exercise collective responsibility.

Both treat governance culture as central to effectiveness, require boards to identify and manage risk, maintain effective control frameworks and oversee financial health, and expect boards to review their composition, skills and effectiveness regularly.

Both recognise the importance of equity, diversity and inclusion in governance, although the Charity Governance Code gives EDI dedicated standalone status whereas the Revised Code integrates EDI throughout its provisions. 

In each of these areas, the Revised Code is generally more prescriptive, introducing specific structural mechanisms (such as mandatory publication of the register of interests, the SIBM role, a published Code of Conduct, mandatory stress testing and scenario modelling, fixed term limits, mandatory triennial external effectiveness reviews and an annual published board development action plan) that go beyond the Charity Governance Code's expectations.

However, the substance and direction of the two codes are complementary, and compliance with the Revised Code will in most areas satisfy or exceed the Charity Governance Code's requirements.

Important charity law considerations

The Revised Code provides that the board should agree its approach to board member remuneration with a clearly stated rationale. However, under the Charities Act 2011, trustee remuneration is generally prohibited without express authority in the governing document or Charity Commission consent.

For HEIs that are charities, charity law takes precedence. Any institution considering board member remuneration must confirm whether the governing document contains express authority to remunerate trustees, consider whether a Charity Commission application is required, and take independent legal advice before proceeding. The Revised Code's openness on this point doesn't modify or override charity law.

The Charity Governance Code expects boards to demonstrate how the charity provides public benefit, reflecting the underlying obligation under the Charities Act 2011. The Revised Code acknowledges HEIs' broader social purpose but doesn't specifically require a public benefit statement or report. Charitable HEIs must maintain compliance with the charity law public benefit reporting obligation independently of both governance codes – this is a legal requirement that can't be satisfied merely by reference to either code.

10. The Revised Code and OfS governance and management conditions

Alignment of Revised Code with OfS governance and management conditions

The Revised Code's relationship with the OfS regulatory framework is both intentional and close. The OfS governance and management conditions (E1 to E5) require governing bodies to uphold applicable public interest governance principles, maintain adequate and effective governance and management arrangements, and nominate an accountable officer. The Revised Code was developed with direct OfS involvement and is designed to support providers in meeting these obligations.

Following the Revised Code can be used as evidence of compliance with the OfS conditions, provided that providers separately evidence how the Code delivers all applicable public interest governance principles and address any gaps.

The Revised Code generally aligns well with the OfS governance and management conditions, particularly Conditions E1, E2 and E3, and in several areas goes beyond the regulatory minimum. The Code's requirements for board-owned risk appetite, a comprehensive risk management and internal control framework, and a defined assurance framework directly support Condition E2.

The financial resilience provisions (requiring scrutiny of cashflow, balance sheet, estate liabilities, pension exposure and capital programme viability through scenario modelling and stress testing) go further than the OfS minimum in specifying both methodology and financial risk components.

The Revised Code's requirement that the board must ensure policies upholding academic freedom and lawful freedom of expression, with assurance on their operation and risks, directly supports the OfS's academic freedom and freedom of speech public interest governance principles.

Areas for further consideration

The Revised Code's general freedom of expression provision doesn't engage with the specific statutory governance mechanics required by the Higher Education (Freedom of Speech) Act 2023: 

The OfS's fit-and-proper persons expectations extend across the governing body and senior management more broadly than the three named postholders expressly addressed in the Code. Institutions must ensure their appointment processes cover the full relevant population.

Conditions E4 and E5 impose specific operational obligations (e.g. a 28-day notification requirement for material changes to the Register and duties to facilitate student electoral registration) that the Revised Code doesn't address and that must be met through separate institutional processes.

Our legal expertise

Institutions shouldn't treat compliance with the Revised Code as exhausting their OfS regulatory obligations and are strongly advised to undertake a crosswalk mapping exercise – identifying how their governing documents deliver each applicable public interest governance principle and addressing separately any areas not covered by the Revised Code. To further discuss how these changes to the Code will affect your institution, get in touch with our team for governance advice in higher education.