Many higher education governing bodies are also (exempt) charities, which means that the Charity Governance Code (2025 edition) could also apply to their governance framework. We recommend that charitable higher education providers follow the revised Code as their primary governance framework going forward. That said, the two codes are substantially complementary for most purposes.

Alignment with the Charity Governance Code

The two codes are substantially aligned in their foundational expectations. Both require board members to act in the best interests of the institution, 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 on a regular basis. 

Both also recognise the importance of equity, diversity and inclusion (EDI) in governance, although the Charity Governance Code gives EDI dedicated standalone status, whereas the revised Code integrates EDI considerations throughout its provisions without a standalone section.

In each of these areas, the revised Code is generally more prescriptive than the Charity Governance Code, 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.

The Foreword to the published Code helpfully acknowledges: "Many institutions are also charities, and board members are Trustees, which comes with its own legal requirements and responsibilities. The Code cannot replace legal or regulatory requirements but does provide a framework of principles to support Boards in exercising their responsibilities effectively."

This framing is a useful reminder for charitable HEIs that compliance with the Code should be treated as complementary to, and not a substitute for, compliance with charity law obligations.

Charity law considerations: Remuneration and public benefit

On remuneration, the charity law position is critical for charitable higher education institutions, which we cover in our previous article on board composition and the restrictions of trustees under 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 does not 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 cannot be satisfied merely by reference to either code.

Alignment with the 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 therefore 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. 

Financial resilience

The Code's financial resilience provisions, requiring scrutiny of cashflow, balance sheet, estate liabilities, pension exposure and the viability of the capital programme 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 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, directly supports the OfS' academic freedom and freedom of speech public interest governance principles.

As noted above, the OfS intends to consult formally on its ongoing conditions of registration on effective governance in early 2027. The questions the OfS has indicated it is examining include:

• how to incentivise governance arrangements that drive the right outcomes in practice;
• the role of Public Interest Governance Principles;
• how to ensure its expectations for a wider range of individuals within institutions are clear, building on the CUC's focus on key individual members; and
• how to build on existing sector best practice while reflecting sector diversity. 

This forthcoming consultation is likely to draw directly on the revised Code's framework and language, and institutions that implement the revised Code thoroughly will be well placed to engage with it.

Sexual misconduct: Survey data and board assurance

The OfS Chair's letter of 24 June 2026 also draws attention to the results of the OfS's sexual misconduct survey, published on 8 May 2026. The OfS intends to run a further survey linked to the NSS in 2027, with institution-level data from the 2025 and 2027 surveys to be published together. 

Boards are asked to seek assurance that their organisation is using this data to inform effective action, as protecting students from harassment and sexual misconduct is a key requirement of regulatory Condition E6.

Regulatory obligations not fully addressed by the revised Code

• Freedom of Speech Act 2023: The revised Code's general freedom of expression provision does not engage with the specific statutory governance mechanics required by the Higher Education (Freedom of Speech) Act 2023. The OfS expects providers to record decisions likely to have a substantial effect on free speech demonstrating 'particular regard' to its importance, to have clear delegation arrangements identifying who can make free-speech-impacting decisions, and to ensure relevant committees' terms of reference expressly require consideration of free speech impacts across key policy areas – obligations that must be addressed through separate governance frameworks beyond the Code.

• Fit-and-proper persons: The OfS' 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, and institutions must ensure their appointment processes cover the full relevant population.

• Conditions E4 and E5: These conditions impose specific operational obligations (including a 28-day notification requirement for material changes to the register and duties to facilitate student electoral registration) that the revised Code does not address and that must be met through separate institutional processes.

• Conditions E7, E8 and E9: It is also worth noting that, with effect from August 2025, new providers seeking OfS registration must meet conditions E7, E8 and E9, which place additional expectations on governing bodies. Condition E7 requires a constitution or governing document outlining decision-making authority and accountability, together with a credible business plan. Condition E8 requires systems to prevent, detect and respond to fraud, appropriate use of public funds, and whistleblowing mechanisms. Condition E9 requires that board members must be fit and proper, free from conflicts, with the knowledge and expertise to oversee a higher education provider, and have access to ongoing training and evaluation of governance effectiveness – closely aligned with several provisions of the revised Code.

Managing regulatory duplication and administrative burden

The CGI, in its consultation response, identified a risk of duplication in assurance processes and an overall increase in administrative burden for higher education institutions arising from the interaction of the Code with the broader regulatory landscape, recommending that the Code seek convergence or mutual recognition of assurance mechanisms where possible. 

In research conducted by Moorhouse Consulting for UUK in 2023, 45% of universities surveyed felt that regulation takes up a significant or major proportion of governing body time. Institutions should not treat compliance with the revised Code as exhausting their OfS regulatory obligations. 

We strongly recommend that every institution undertake a systematic crosswalk mapping exercise identifying how their governing arrangements deliver each applicable public interest governance principle, and addressing separately any areas not covered by the revised Code, across the Code, OfS conditions E1–E5 (and E7–E9 where relevant), the Charity Governance Code (for charitable institutions) and the Freedom of Speech Act 2023 governance obligations. 

A carefully designed crosswalk will help institutions manage this complexity efficiently and without unnecessary duplication.