The revised CUC Code places ultimate responsibility for effective academic governance squarely on the board, requiring active assurance that extends well beyond the passive receipt of information. New provisions require triangulated academic reporting, collective board-level academic literacy, and dedicated oversight of research risk, transnational education and freedom of expression.

The Code also introduces a critical limiting principle, the academic subsidiarity principle, making clear that boards must obtain assurance through their academic governance structures, not in place of them.

On board effectiveness, external reviews and annual self-assessments are now mandatory, an annual board development action plan must be published, and individual annual performance reviews for every board member are introduced for the first time.

How did the 2020 Code address academic governance and the board-senate relationship?

The 2020 Code addressed the relationship between the governing body and the academic board or senate and required boards to have regard to academic governance. However, the provisions are relatively light and the culture of significant deference to academic boards and the executive is not explicitly challenged.

Active assurance, triangulated reporting and new academic risk management provisions

The Board has ultimate responsibility for ensuring effective academic governance; gaining assurance over academic governance should be central to the role of the Board, as an active process which extends beyond the passive receipt of information. The Board must have sufficient experience and competence in relation to academic matters, with members supported through training and opportunities to engage with academic structures, staff and students.

The Board must receive and understand a clear and comprehensible description of its academic strategy and quality framework, setting out how academic quality, academic standards and academic risks are defined, monitored and governed. The Board must have a clearly defined role and relationship with the institution's academic governance structures, sufficient to be assured that academic governance processes are robust, timely and applied across all forms of provision, including teaching, research and knowledge exchange.

Academic assurance should be:

• Transparent: Allowing the Board to clearly understand the work of the academic governance structure.
• Fit for purpose: Detailed reports written for the Academic Board are unlikely to be generally suitable for the Board's assurance and oversight role.
• Collaborative: Supporting the Board to obtain assurance against academic risks.
• Cohesive: Enabling the Board to triangulate reporting on academic governance, quality and standards with reporting on research outcomes, the 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 to the Board on their operation and risks.

Research risk, geopolitical risk and transnational education: New academic risk management provisions

The published Code includes a dedicated sub-section on Academic Risk Management which substantially expands the provisions that were outlined in earlier draft iterations:

• The Board should receive a clear articulation of the major academic and quality risks the institution faces, and the key mitigations in place.

• Where the institution undertakes research or engages in research partnerships, the Board should ensure robust assurance over research risk, geopolitical risk, ethics and research quality, including compliance with external codes and funder expectations. Such reporting might cover ethics decisions, misconduct cases, environmental and collaboration risks, and indicators of research quality and culture.

• Where institutions undertake teaching partnerships or transnational education, the Board should be engaged in the development of the institutional strategy for partnerships and transnational education, including considering risk appetite, due diligence requirements and criteria for approval, monitoring and exit. The Board should set clear parameters which determine which partnerships are of sufficient strategic importance or material risk to be subject to approval by the Board.

• The Board should ensure robust, proportionate assurance around partnerships and transnational education, enabling oversight of academic quality and standards, scale, risk, finances, performance and emerging concerns.

The academic subsidiarity principle

How should boards balance active academic assurance with the subsidiarity principle?

The 2020 Code does not require triangulated academic assurance across multiple sources, does not address transnational education and teaching partnerships in this context, and does not explicitly require all Board members to have sufficient collective academic literacy. 

The revised Code makes clear that gaining assurance over academic governance should be central to the role of the Board, and that this should be an active process which extends beyond the passive receipt of information.

It is worth pausing, however, to consider an important qualification built into the revised Code itself and the subject of considered comment from governance practitioners: namely, the need to observe the boundary between board-level assurance and academic decision-making.

The revised Code is explicit that the Board's relationship with the institution's academic governance structures must be sufficient to be assured that academic governance processes are robust, timely and applied across all forms of provision, but – significantly – without the Board being drawn into operational matters. This is a meaningful limiting principle: the Code is not an invitation to boards to supplant or circumvent their academic boards or senates. Rather, it requires them to obtain assurance through those structures, not in place of them.

We consider it would be of significant assistance to the higher education sector if the CUC's forthcoming supporting guidance were to address the academic subsidiarity question directly, including worked examples of how the board-senate or board-academic board relationship should operate in practice under the revised Code.

How did the 2020 Code address board effectiveness reviews?

The 2020 Code expects boards to undertake effectiveness reviews, including external reviews on a periodic basis. However, the external review is not framed as a mandatory requirement for all institutions at a fixed frequency, and there is no requirement to publish an annual board development action plan.

Mandatory triennial external reviews and annual self-assessments 

The Board must undertake an annual self-assessment of its performance, which includes how it has embraced its desired culture and behaviours and role modelled the values of the institution. The Board must procure an independent, external review of its performance, which should occur every three years in place of that year's annual self-assessment.

The Board must use both its self-assessment and external reviews to create a clear, succinct ongoing action plan for continual development of Board performance, which must be published annually.

Induction and training should include, as a minimum, developing a detailed understanding of the higher education sector and institutional context, institutional finances, consideration of the institution's academic governance structures, regulatory requirements and areas of enhanced risk for the institution, potentially including partnership risks, international operations and research and teaching quality.

Annual individual board member performance reviews

The revised Code introduces an important additional provision on individual performance reviews. The Chair should undertake an annual review of the performance and engagement of each board member, informed by feedback and including a consideration of their compliance with the Code of Conduct. 

The Chair's performance and compliance with the Code of Conduct should also be reviewed annually by the Senior Independent Board Member where one is in place, or another independent board member.

Where board members are also students or staff, special consideration should be given on a timely basis to what support and information might enable them to best apply their knowledge and experience of the institution in the context of being an equal member of the Board.

What do these provisions require in practice?

The shift to mandatory external effectiveness reviews and mandatory annual publication of board development action plans is substantial. Boards that have relied on informal or self-directed assessments, or which have not published outcomes, will need to establish formal processes. The annual published action plan creates a new and significant accountability mechanism for stakeholders and, potentially, the OfS.

We would encourage Boards to await the CUC's forthcoming guidance on this topic before finalising the scope and format of their next external review.

The provision for annual individual performance reviews of each board member by the Chair, and of the Chair by the SIBM, is a significant addition. This creates a formal, annual accountability mechanism at the individual level, underpinned by the Code of Conduct. 

Boards will need to establish processes and potentially templates for these reviews, and ensure that the SIBM (or an alternative independent member) is equipped to carry out the Chair's annual review.