The revised CUC Code introduces an entirely new Appendix A setting out specific responsibilities for each key governance role.

How the 2020 Code addressed individual role responsibilities

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

Appendix A: Detailed role descriptions for Chair, SIBM, University Secretary and Executive

The revised Code introduces a new Appendix A setting out specific responsibilities for each key role.

• Delegations must be formally defined through formal schemes of delegation or terms of reference setting out scope of authority, responsibilities and reporting arrangements; and the Board must remain collectively responsible for all decisions taken in its name.

• The University Secretary should have a direct reporting line to the Chair and have regular discussions with the Chair without others present. Where the University Secretary has a dual role as a member of the Executive and an advisor to the Board, separate reporting lines to the Chair of the Board and the Head of Institution should be in place. In respect of their role as University Secretary, their reporting line to the Board must take priority.

• The Chief Finance Officer should raise with the Board in a timely manner any significant concerns regarding the financial standing or conduct of the institution, attend and provide reports to the Board, Audit Committee and Finance Committee, and ensure financial information provided to the Board is accurate, timely and representative of the institution's financial performance and position.

Additional role descriptions in Appendix A

The revised Code's Appendix A includes detailed role descriptions for the following additional categories:

• Chair of the Board: The Chair should model the Board's desired culture and behaviours; facilitate open and respectful debate; actively reference and reinforce the Board's Code of Conduct; ensure adequate support is available to all board members; and lead the performance management processes for board members and the Head of Institution.

• Head of Institution: As Accountable Officer, the Head of Institution should support the Chair in setting desired cultures and behaviours; ensure accurate, sufficient, transparent and timely information is presented to the Board; be open to debate, discussion and challenge; respect and implement all Board decisions; and ensure the culture of the institutional leadership team aligns with Code expectations.

• Senior Independent Board Member: The SIBM should serve as a liaison between the Chair and other board members, particularly in conflicts; be a route for raising governance concerns including about the Chair's behaviour; support effective transition during leadership change; and meet board members without the Chair present at least annually to appraise the Chair's performance.

• Committee Chairs: Committee Chairs should lead committees consistently with the Board's desired culture; ensure discussions are focused and aligned with strategic priorities; work closely with the Chair and University Secretary to ensure clarity of remit and effective reporting; escalate matters requiring Board attention; and maintain effective working relationships with Executive members while preserving independence.

• All Board Members: All board members should act in the best interests of the institution and its charitable and public purposes; uphold the Board's Code of Conduct and values; prepare for meetings thoroughly and contribute actively; engage in training and development; support collective decision-making while ensuring dissenting views are recorded; respect the governance/management distinction; and raise concerns about governance, risk or conduct in a timely manner.

• Members of the Executive: Executive members should support openness, integrity and accountability; provide clear, accurate and timely information including transparent articulation of risk, assumptions and options; engage constructively with scrutiny and challenge; escalate matters of material risk, control weakness, regulatory concern or ethical significance without delay; support implementation of Board decisions with transparent progress reporting; and promote strong governance practices within their own areas.

The University Secretary's responsibilities in Appendix A are also expanded to include providing independent advice on compliance with governing documents and the Scheme of Delegation; being available independently to all board members; ensuring the Board and Executive act compliantly and raising any concerns with the Chair or SIBM; and ensuring appropriate professional governance support arrangements are in place.

The University Secretary: CGI recommendations

The Chartered Governance Institute (CGI), in its consultation response, argued that the draft Code significantly underplays the independent advisory role of the University Secretary or other governance professional and recommended that the Code should include greater recognition of the Secretary's contribution to institutional culture and Board effectiveness.

The CGI added a point of practical significance: the pay and conditions of the Secretary should be a matter for the Remuneration Committee and/or the governing body as a whole. Even though this is not explicitly addressed in the revised Code, institutions may want to consider it in their own governance frameworks.

How should institutions review role descriptions and reporting lines against Appendix A?

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 the full Appendix A to identify gaps.

Particularly noteworthy are the executive's duty to escalate matters of 'ethical significance' without delay, and the explicit statement that the University Secretary's reporting line to the Board 'must take priority' over any executive reporting line. 

The comprehensive scope of Appendix A – including the detailed responsibilities for committee chairs, all board members and members of the executive – is entirely new in a CUC Code of Governance, and higher institutions should map all existing role descriptions and terms of reference against it.