Governors Handbook

1.1 Board of Governors

Figure 1 shows the Board of Governors and its sub-committees. Responsibilities, Terms of Reference and membership for the Board of Governors and each of its sub- committees can be found in the Committee Handbook.

Figure 1.

1.2 University Level Committees

The University level committees are separated into academic decision making and University management committees. The academic based decisions of the University are delegated to the University’s Academic Board and its sub-committees. University management decisions are delegated to the University Executive Board and its sub- committees. The structure of Academic Committees is shown in Figure 2.

Figure 2.

Figure 3.

This guidance relates to all Governance committees of the University. Any queries should be sent to the Associate Director of Corporate Governance governance@wlv.ac.uk

This guidance relates to all Governance committees of the University. Any queries should be sent to the Associate Director of Corporate Governance at governance@wlv.ac.uk    

2. Meetings Calendar 

2.1 The Governance schedule of meetings can be found at Meeting Dates and is maintained by Corporate Governance.  

2.2 If a meeting needs to be added, cancelled, or postponed the calendar will be updated on the website

2.3 Invites to Committee members will be sent out following agreement of dates at the start of the academic year.  Each committee will have a timetable of business for the regular items  at key points of the year. This will enable automatic notification of any changes.  Meetings may be virtual and/or in person the appropriate link will be in the invite i.e. Teams.  Virtual meetings may be recorded (NB: all GDPR regulations will be followed).  

3. Membership and Attendance  

3.1 The Chair of the Board of Governors at Governance & Nominations Committee approve membership of Committees.  

3.2 Apologies for non-attendance at meetings should be forwarded to Corporate Governance at governance@wlv.ac.uk. 

3.3  If non- attendance of Independent Governors exceeds 12-months then they may be asked to leave the board.  

3.4 Members of the Board of Governors who are unable to attend a meeting of the Board of Governors or a Committee of the Board of Governors cannot appoint proxies to speak or vote in their place.     

3.5 All new Governors will attend an induction that will include training on Mod.gov for the paperless system used to distribute Board/Committee packs.  

3.6 Members of all Committees/Working Groups are expected to:    

• Bring their knowledge and expertise to the Committee.  
• See issues broadly.   
• Read papers prior to the meeting.   
• Contribute constructively to discussion whilst abiding by the University values.   
• Keep in mind the University’s overall interest.   
• Take personal responsibility for papers and ensure that their confidentiality is maintained unless they are classified for wider or public dissemination.   
• Uphold the principle of collective responsibility whereby decisions need not be unanimous, a majority decision is sufficient – but each member of the Committee is equally responsible for the decisions taken and should abide by the Committee’s decisions.   
• Report information and decisions to appropriate members of staff, especially where membership of the Committee is by nomination.   
• Make a Declaration of Interest at the beginning of a meeting on an agenda item where appropriate.  

4. Committee Management  

4.1 The need to have a committee  

Committees are important in the decision-making process, and it is important that they add value.  Committees that are clear and well run provide the opportunity for key decision making by those participating in the meetings.  This enables decisions to be owned by the institution.   

An effective committee has the responsibility of having appropriate membership for its Terms of Reference and a Chair that is well informed.   

An ineffective committee does not have the appropriate members or members that do not have all the information or have not been able to access the papers, receive them late or tabled papers.  In addition, has a Chair that has not been briefed appropriately and deals with unnecessary business and does not make decisions on time.   

 4.2 Committee Secretary

The Committee Secretary not only scribes and takes minutes, but they also manage the  committee  work, with the Chair having overall responsibility for business transactions.  The  Committee Secretary is key in effectively organising the committee.   

 What does a Committee Secretary do?   

• Ensures the business of the committee is undertaken in a timely fashion.  
• The Chair is informed about the items to be discussed at the meeting.   
• The meeting decisions are accurately recorded.  
• They receive follow-up actions undertaken following the meeting.  

 Committee Secretary should be familiar with Terms of Reference   

The Terms of Reference of committees can be found in the committee handbook.  It is key the Committee Secretary is aware of the committees’ responsibility, and the committee may have delegated authority for part of its business.  Committees will have other committees that feed  into them with reports and recommendations.  The Committee Secretary should familiarise themselves with the  reference of the committees to advise the Chair of any business.   

4.3 Drawing on calendar of business  

The Terms of Reference are a good start for ascertaining what the committee is required to do.  The Committee Secretary will need to action some items and other items will be actioned by others.  They will need to determine when drawing a calendar of business when  tasks are required to be completed.  A committee may need to report to another committee  by a particular time in the semester.  Items will need to be considered at the meeting for  recommendations to be made to the sub-committee.  If a report is required by the  committee, the Committee Secretary will be required to prompt individuals each year and to  set deadlines for the report.   

 4.4 Establish a good working relationship with the Chair  

The most important area in a committee’s effectiveness is the relationship between the Committee Secretary and the Chair.  The Chair should be well briefed and the Committee Secretary should promptly follow up any actions the Chair has requested. They should do what is required and should outline the ground rules with the Chair.  When the Chair decides a deadline or circulation of the papers, the Committee Secretary must comply with the plan.  

 4.5 Membership  

The committees are included in the organisational chart.  It is imperative that the Committee Secretary is aware of the members and the constituency that they represent.  An ex-officio member does not  have any length on the tenure.  An ex-officio that is not a member is only given a fixed-term  appointment.  They should be aware who appoints members and that they are replaced  within an appropriate timeframe.  They should be aware of the committee’s quorum.  The  committee is set out in the organisational structure and they should be familiar with those and  the delegation of authority rules.  When membership is established, a list of  individuals that are not members of the committee but attend should be compiled.  Once this list is established,  this will outline the number of sets of pages that are required to be produced.  Agenda and  papers should be published with Mod.Gov so that this can also be accessed by those not  attending the meeting.    

 4.6 The Agenda  

 Meetings with the Chair  

As the Chair is busy and unable to meet people at short notice.  Committee meetings will be organised a year in advance.   There should be one agenda setting meeting and a Chair briefing including the production of a Chairs agenda to show apologies, if reports need to be moved up or down the agenda etc.     

4.7 Drawing up the Agenda  

This is the calendar of business.  There will be standing items for each semester.  There should be matters arising for the meeting or new items of business.  The agenda is agreed at the agenda setting meeting.  Any items that come in after the deadlines, the Committee Secretary should check with the Chair to determine if they are willing to put the item on the agenda.  The agenda for the five sections should be agreed.  

• First section is standard business which is the minutes of the last meeting and matters arising.  
• Second section is the substantive business where you want the committee to consider items and decisions.  
• Third section is the committee seeking to approve items when discussion is not required. There should be an indication that committee members are able to request items under this section (and following) to be discussed at the meeting.  Or else this section should not be discussed, and the item should be approved by default. 
• Fourth section is items for information.  
• Any other business – check the Terms of Reference on the number of Any other business to be managed.  In some cases, committees will not present AOB unless advance notice is provided.  

4.8 Coversheet  

Papers presented to the committee should have a coversheet. The purpose is to provide a summary of the items that are to be considered by the committee.  This will enable the committee to quickly view what the item is about and the action to be taken by the committee.   

 There are five main actions to be included in the coversheet.   

• To approve under the Terms of Reference this is when the committee has authority.  
• To recommend when the committee has not got authority to make decisions and should make a recommendation to a sub-committee.  
• To consider when the committee is being asked to discuss the paper however does not have to agree or recommend an action to be taken.  
• Note this is when the committee is asked to make a note on the paper that does not require consideration or action. 
• When the committee is receiving an oral/written report there are other actions i.e., committee to receive the report note the information and consider the recommendations.  

 4.9 Papers for the meeting 

Papers are in various sources and states. The Committee Secretary can challenge what is written down and seek clarification from the author if they do not believe the information is correct.  If the Committee Secretary is not able to follow what is written, then the committee will not be able to follow it.  As in some cases, with papers that are written with short notice, there is a potential that they are not proof-read and in compliance with the University.  Papers that are late can be a cause of concern.     

Papers that arrive late can be problematic.  Due to the timeframes, papers maybe circulated without them being read.  If there are any mistakes, then a decision must be made to circulate a corrected version or report the changes.  This decision can be made by the Committee Secretary.  There should be no other papers circulated other than those by the Committee Secretary.  The Chair consults with the Committee Secretary on whether the paper circulated is the final version.   

Deadlines for papers should be realistic, these will need to be read by the Committee Secretary before briefing the Chair.  Deadlines should be set for the papers prior to the agenda setting meeting, as the Chair will ask about the content of the agenda.  Additional  information may be required, so it will be good to have knowledge of the business.    

 4.10 Annotated Agenda  

The Committee Secretary should organise a meeting with the Chair to brief the Chair on items of business.  This should take place prior to the meeting.  If it is too early, then the Committee Secretary will be unable to produce the annotated agenda.  If it is too late, there is the potential that there will be difficulties in following up actions or points of clarification prior to the meeting.   

The agenda should provide clear guidance to the Chair.  There should be short phrases for the Chair to read for any background on items and forward to the committee. With each item there should be a record of what the committee is being asked to undertake.   

 4.11 Despatching Papers  

Committee papers should be circulated for members to digest the information.  Papers should be circulated one week prior to the meeting.  Papers should not be circulated just before the meeting or substitute papers tabled that require important decision-making.  Even if a paper has been written, it should not be assumed others have had the time to read  and digest it.  As committee members are busy, there should not be the expectation that they will read the papers.  Furthermore, it can be stressful for the Committee Secretary to deal with late paperwork.  Particularly, if they are not involved with the key business of the paper.  This is due to the fact the timeframe may not allow for information to be absorbed, or to provide a professional brief to the Chair.  In addition, to set out the rules with the Chair in the circulation of late papers.   

4.12 Minute Taking 

Minutes should include the person making comments.  If the Committee Secretary does not follow the discussion, they need to identify points after where they will be reminded to go to an individual for clarification.  The Committee Secretary should approach individuals for their advice on minutes.   

4.13 Attendees at the Meeting  

There may be a requirement for specialist input from Officers with expertise.  It will be useful for an invitation to be sent to talk to the item and advise the committee.  When putting together the agenda, the Committee Secretary should agree with the Chair for any attendees and check diaries to ensure they are available to attend.   

 4.14 Record of the meeting: The Minutes  

 Official Record   

The minutes of the meeting are an official recording of the business of the University.  The minutes should be concise and official recording of the business of the University.  The minutes should show the discussion for the reader to understand the context.   

4.15 Structure of the Minutes  

The minute heading should have the same title as the agenda heading for an agenda and minutes to be cross referenced.  This will enable the Committee Secretary to return to the minutes later.  If there is   an item that has been withdrawn or not dealt with (e.g. an absent paper), there should be an aligned minute stating the outcome.  It is useful as an absent minute can highlight that the Committee Secretary has not included a minute and it saves time seeing what happened.   

 4.16 Format of the Minutes  

There is a standard format setting out the minutes that are divided in five subsets: 

•  Setting out a paper number that the committee received.  
• To provide short background information if this is necessary.  
• The key points should be recorded of the discussion.  
• The decision of the committee should be set out (g. note, approve, recommend).  
• The date when a decision is effective should be included.  

4.17 Chair’s Approval  

The Chair (and the Chair only) has the responsibility of approving the minutes, these should not be distributed until the minutes have been approved.  Draft minutes of meetings should be submitted to the Chair of the Committee for approval no later than six working days following the meeting.  The Chair of the committee should approve/amend draft minutes no later than seven working days after the meeting to enable the Committee Secretary to release electronically the draft minutes to members ten working days after the meeting.  

4.18 When should the Minutes be published?

The first draft of the minutes should be completed in a week of the meeting and forwarded to  the Chair.  Minutes should be written in a timely fashion; the Committee Secretary will highlight points that are clear in their mind and included in the record of the meeting.  Minutes are signed by Chair as accurate (it is the Committee that approves the minutes).  This enables the Committee Secretary to provide communication and appropriate action to taken during the meeting.   Timely production of the minutes that have been signed by the chair as an accurate record enables the Committee Secretary to communicate the action to be taken that follows the meeting.   

 4.19 Follow up from the meeting: the action  

As important as the meeting is, the action taken following the meeting is also important.    The committee should not make important decisions if they do not inform anyone or do not ask colleagues to act.   

 An action list should normally be completed following each meeting stating: timescale, person(s) responsible and minute to which the action is linked.  The action list should be based upon the draft minutes approved by the Chair and distributed with these minutes.  

The three forms of actions are:  

Recommendation to other bodies   

The Committee may make recommendations to other bodies. The report will need to   be written in a style required for another body. Generally, replicating the minute is not the way forward, it is best to write a tailored report with clear recommendations.   

Annual Report   

Often the committee is required to write an annual report to another body (this is a parent Committee).  They should make sure that they know the body requiring the report and when this is required (this should be linked back to the timetable of business).  They should not wait to the end of the year before starting on the report.  This can be compiled after every meeting and built up over the year.   

Follow up from meetings  

Communication is important following every meeting.  Do not assume everyone will want to read the minutes.  The Committee Secretary should write directly to the individuals, otherwise, decisions that need circulating may be lost.   A email should be forwarded to the person that is required to act and is informed about the decision.  The email should be copied to those affected/interested.  As well as providing an extract to the minutes, it also needs to include who will action.   This should be completed after the Chair has approved the minutes.  

To keep track of actions in meetings, make a record in the matters arising log.   This can be used by the Chair to refer to the start of each meeting that are under matters arising and progress with the agreed actions.  

5.1 Committee members who have a personal interest in an agenda item/discussion should make a declaration of interest at the beginning of the meeting.   

5.2 Attendees should contribute constructively to discussions.

5.3 The Chair, at their discretion, may impose a limit of time on the debate of an item or on individual contributions, either before or during any discussions. 

6.1 Where a Working Party/Group is deemed necessary by the committee and approved by the Chair, the membership, Terms of Reference and timescales should be clearly set at the time of their establishment and submitted to Corporate Governance governance@wlv.ac.uk. 

6.2 Any changes in membership or Terms of Reference should be notified to the Associate Director of Corporate Governance governance@wlv.ac.uk.  

6.3 Wherever possible the membership of the Working Party/Group shall include a member of the appointing Committee.  

6.4 A member or members of the Working Party/Group should keep notes of the proposals, decisions and action of the meetings. 

6.5 Working Parties/Groups will be responsible for reporting back to their establishing committee.