Governance Reform: A Democratic Approach to Oxford's Future

Susan Cooper, Professor of Experimental Physics, St Catherine's College,
Nicholas Bamforth, Fellow in Law, The Queen's College,
Robin Briggs, Research Fellow in History, All Souls College,
Donald Fraser, Professor of Earth Sciences, Worcester College,
Gavin Williams, Tutor in Politics and Sociology, St Peter's College.

A Introduction and Summary
B Information needed for discussion and decision
C Officers of the University
D Council
E Committees
F Nominations
G External Advisory Board
H University-College Liaison Panel
Future Review

A Introduction and Summary

1. This paper proposes modifications to our current governance that are designed to remedy weaknesses that have been revealed by experience since the major changes of 2000. It shows that there can be constructive University reform without the sweeping corporate reorganisation previously proposed by the governance working party.(1) Of course no substantive changes to governance should be enacted without the review of the North reforms required by the Congregation Resolution of 1999(2) and by the remit of the governance working party(3). It should nonetheless be a normal part of our democratic procedures that alternatives are presented and discussed. This paper is kept brief, concentrating on specific proposals; further discussion and motivation have been presented in previous papers.(4)

2. The main points of this paper are:

(a) Much-needed reform can be accomplished by adjusting the existing structures rather than creating entirely new institutions of corporate governance. This approach has several advantages:

·       existing faults can be corrected;

·       adjustments are more likely to be trusted and understood, with less risk of introducing new problems;

·       disruption of the University's governance is avoided.

(b) The Finance Committee should be strengthened to improve the Council's oversight of financial matters. The proposal1 to split Council into two bodies, separating 'institutional' and 'academic' governance, endangers the University's ability to set strategy. That strategy should be unified and guided by academic values, while recognising that long-term academic success requires robust financial planning and control.

(c) An External Advisory Board would strengthen Oxford's external links, while maintaining its independence. A University-College Liaison Panel would improve cooperation, while recognising the autonomy of the University and the Colleges.

(d) A review of the effectiveness of Council and its committees is necessary, as well as adjustments to their membership and procedures.

B Information needed for discussion and decision

3. It is regrettable that the governance working party has proposed major changes1 in governance without performing the foreseen review of the existing structures. Congregation will be asked to make a decision with little information on how our current governance actually functions. Plans to improve transparency and communication by making agendas, minutes and papers of Council and its committees available to Congregation need to be accelerated and implemented well before a vote on governance. At the very minimum, a full year's agendas should be made available very soon; where necessary, specific items may be excluded, but enough needs to be provided to make clear what the committees actually do.

4. In addition, it would be very useful to have short papers describing the procedures currently followed in making certain kinds of decisions, such as

·       changing the numbers of undergraduates on a particular course,

·       creating a new taught Masters Degree,

·       amalgamating the Human Anatomy and Physiology Departments,

·       buying the Templeton Business School,

·       planning and building the Osney Mead book depository,

·       choosing and implementing ISIDORE,

·       deciding the allocation to the Development Office.

The list above is intended to provide examples of a range of decisions in the hope that relevant information is available among Audit Committee papers or that its provision might already be among Audit's tasks in the near future.

5. The governance working party should describe how the same decisions would be dealt with in their proposed governance scheme. We will do likewise for our proposals once the information on current practice is made available.

C Officers of the University

6. The 2000 reforms coupled with the increasing need to respond quickly to external demands and opportunities have led to the emergence of an 'executive' group. Its members carry a large part of the responsibility for formulating proposals, which are then considered by Council and its committees. Our governance needs to respond to the increased strength of the executive by developing mechanisms to ensure that proposals receive prompt but thorough scrutiny.

7. In these circumstances, discussion in the main committees is best led by chairs who are not members of the executive group. The main committees should elect their own chairs rather being chaired by a PVC.(5) The chairs are then responsible for leading the discussion in a neutral way and the PVCs' can concentrate on the preparation of proposals and the implementation of agreed policies.

8. Since PVCs derive their authority from delegation by the VC, a PVC may act in place of the VC, but between them they should have only one vote on any particular committee. Officers of the University, including PVCs, should not be eligible for election or co-option to committees, including Council. An elected or co-opted member who is appointed to such a post should resign that membership. In general, co-opted places should be used with greater restraint. Relevant people can be invited to attend meetings and participate in the discussion, without exercising a vote. For Council the relevant people would include the PVCs and the elected chairs of its four main committees, if they are not members of Council. The attendance of the PVC (Education) at PRAC may be useful, and vice versa.

9. Heads of Division should be independent representatives of their divisions, primarily responsible to their divisional boards rather than to the VC. In terms of legislation, this means changing the composition of the selection panel to be more representative of the Division.

10. The Academic Services and University Collections (ASUC) should be treated similarly to a division and have its own Head.

D Council

11. Some of the current problems are due to inadequate functioning of Council and its committees, which could be improved by attention to details that are being overlooked in the governance debate.

12. The following changes should be made concerning Council membership:

(a) Improvements are needed in the method of electing members of Council, as described in section E.4.

(b) Internal members of Council and its committees should automatically be offered a buyout to compensate for the time required, as is already done for many department, faculty, and college roles.

(c) Council should elect its chair rather than being chaired by the VC.(6) Since there may be differing opinions on this, we suggest that it be voted on separately.

(d) A moderate and flexible increase in the number of external members could be made possible by the use of co-option and by the removal of the restriction that only members of Congregation are eligible for the three 'divisionless' elected places. Each case should be considered separately and not establish a precedent.

13. Council procedures should be laid down in Council Regulations and subject to approval by Congregation under the normal procedure for Council Regulations. There should be no separate confidential 'Standing Orders'. Council should consider the following changes:

(a) The policy for delegation and for setting the agenda should be reviewed, with minor items put 'below the line' (discussed only on request), leaving fewer items for more thorough discussion. Important items should get an initial discussion with final decision at the subsequent meeting, except in cases of unavoidable urgency.

(b) Papers for all items should be available to members a week before the meeting. A decision on any item for which this requirement has not been met should require a 2/3 majority of elected members as well as 2/3 of full Council.

(c) The papers for each item should present a summary of the 'pros' and 'cons' as discussed in the relevant committee(s).

(d) Decisions on discussed items should be confirmed by explicit voting.

(e) Agendas, papers, and minutes should be made available to Congregation except for specific items where confidentiality is necessary.

E Committees

14. Council cannot possibly take care of the details of all of the business of the University and must rely heavily on its committees. The proposals in this section deal with the most obvious issues but will need to be supplemented following a more thorough review.


15. PRAC membership is currently specified to include 17 members of Council (5 elected, 1 external, and 11 ex officio), which is more overlap than is needed and actually suppresses discussion of PRAC recommendations in Council.

16. Three of the places for elected members of Council should be replaced by members directly elected by Congregation to PRAC. This would allow members of Congregation with a particular interest in PRAC to stand for election.

17. The Heads of Division should not be voting members of PRAC. They should attend meetings and participate in the discussion, but a Head of Division should leave the room for the final discussion and decision on a matter that directly affects his or her division.

18. The current and proposed membership of PRAC are compared in the table:









ProVC (Planning)



Proctors and Assessor



Chair Conference of Colleges



Chair Finance and GPC, Conference of Colleges



Heads of Divisions



External member of Council



Elected members of Council



Directly elected by Congregation



Chair BESC






Total voting members

19. PRAC should review its procedures. We have made various recommendations elsewhere4 and want particularly to recommend appointment of small ad hoc panels to scrutinise individual funding proposals, as well as taking advice from the Finance Committee as described below.

E.2 Finance

20. There should be an enhanced Finance Committee with members who can provide expertise as well as an independent view of the University's financial management and policies. It should report annually to Council and to Congregation on its view of the financial 'health' of the institution and on its prospects for the future.

21. The Finance Committee should carefully scrutinise financial plans and decisions and should advise the University as part of the decision-making process. For the annual budget cycle, it should make a recommendation on the total funds available for allocation. It should also scrutinise all project proposals, examining the reasonableness and risk in projections for income and cost; in this task the Committee should be strongly supported by staff from the Finance Division. Its advice to PRAC on the financial aspects of proposals would PRAC to concentrate more on the utility of the proposals and on setting priorities.

E.3 Audit and Scrutiny

22. Internal audit and scrutiny are vital. They allow lessons to be learned after the event, thereby improving the quality of future decisions. Any institution, however good, can always be better. Availability of audit reports throughout the institution can engender trust where it is deserved and allow members of Congregation to react when it is necessary.

23. The Audit Committee needs to include internal members with their inside knowledge of how Oxford works. To provide independence, these internal members should be directly elected by Congregation, rather than appointed by Council.

24. In previous papers, we have proposed a Board of Scrutiny. In response, some have said that the need can be filled by an enhanced committee for audit and scrutiny. We do not make specific proposals at this time but ask that the new chair of the Audit Committee report as soon as possible on his plans for the future of that committee.


25. EPSC should work with the divisions and colleges to clarify its remit and focus on priority issues.

26. Four places on EPSC are currently allocated specifically to elected members of Council. Two of these should be replaced by members directly elected by Congregation to EPSC. This would allow members of Congregation with a particular interest in EPSC to stand for election, while still leaving a substantial overlap between Council and EPSC.(7)


27. The GPC should be split into a Management Committee consisting of the VC, PVCs, Senior Officers and the Heads of Divisions; and a GPC consisting largely of elected members of Council.

28. The Management Committee should not have any power beyond that of its individual members and should serve mainly to advise the VC and coordinate both the proposing and the execution of policy. It should also take over the GPC's current responsibility for risk management. Creating this committee is intended simply to make official what we believe already exists as regular meetings of this group.

29. The new GPC should take over the current GPC's remit except for risk management (given to the Management Committee) and appointments to committees (given to the Nominating Committee for Committees as described below). Contrary to common opinion, the GPC does not now and should not review all business before it goes to Council.

F Nominations

30. Currently the only specific nominating committee we have is that for the Vice-Chancellorship. Many committee appointments are made by Council's GPC or are proposed by it to Council. The GPC consists mainly of ex officio members and a more representative body is needed to make such appointments. Arguments have been put forward for a new nominating committee specifically for Council.

31. We suggest a unified system with a Nominating Committee for Committees (NCC) which takes over the GPC's very important role in appointments to committees and also has a role in nominations for elected members of Council and other bodies. The NCC should consist mainly of internal members elected by Congregation. The nomination of external members of Council requires additional contacts, but it should be sufficient to solicit widely for suggestions of external members. More prominence needs to be given to the announcement of all calls for nominations and of elections.

32. Recommended procedure for internal members of Council:

(a) Members of Congregation should continue to have the right to nominate candidates directly.

(b) The NCC may nominate candidates for each place.

(c) Each candidate should have the right to publish a max. 1-page statement of candidacy on the web and in the Gazette.

(d) Congregation should continue to have the right to choose among all nominated candidates by free election.

(e) If there has been no nomination before the deadline, the NCC should appoint a person to the vacancy.

33. Recommended procedure for external members of Council:

(a) The intention to appoint new external members should be announced throughout the University and the colleges, with an invitation to all members of Congregation to suggest names to the NCC. That announcement should be made at least 4 weeks (during term) before the deadline for suggestions.

(b) The NCC should nominate at least one candidate for each place.

(c) Members of Congregation should have the right to make independent nominations and choose among all nominated candidates by free election. We realise that there are differing opinions on this and suggest that it be voted on separately.

34. The same procedures should be followed for elected and external places on other committees. Since such committees attract less attention than Council, the role of the NCC in making nominations is likely to be more important.

G External Advisory Board

35. An External Advisory Board (EAB) should be established instead of forcing Council to have a majority of external members. This keeps control of the University within the University while making better use of the externals' time. The members can be chosen to cover a range of both expertise and influence to both advise and assist the University.

(a) Its members should be appointed by the same procedure as for the external members of Council.

(b) It should elect its own chair.

(c) It should meet at least annually.

(d) It should have the right to provide advice on any topic and to ask the University for information on any topic. The VC, Council, the Audit Committee and the Finance Committee should have the right to ask it for advice on any topic. (Congregation can make requests via the existing mechanism for Resolutions and needs no special provision.)

(e) It should report its advice to Council and to Congregation.

(f) Such advice carries no explicit power. It is expected that the quality of the membership and of the advice will be such that the University will want to consider it carefully and provide a response.

(g) EAB members cannot be expected to have detailed knowledge of internal matters and Council must provide the information that is needed on particular topics in an appropriate form. The information provided should be available to Congregation except where confidentiality is required for a specific reason.

(h) Methods should be developed for direct contact between EAB members and Congregation, such as meetings with the elected members of Council, the Proctors and the Assessor.

H University-College Liaison Panel

36. Oxford has a long-standing problem with coordinating University and College interests. The Academic Board proposed by the governance working party1 places 10 representatives of the Conference of Colleges on a body that is to decide on most of the University's business, whether it directly involves colleges or not. We prefer to respect the existing autonomy of Council and of the Colleges while providing a forum for them to discuss joint issues when needed.

37. A University-College Liaison Panel should be established. It should not, at least initially, have any explicit power, but should act as a communication and discussion body to propose solutions that have a good chance of being accepted by all parts of Oxford.

38. It is intended to complement, not encroach upon, the existing committees, which should continue to deal with most issues. Individual academics in both their departmental/faculty and college roles are represented by the members elected by Congregation to Council and its committees. However there are some issues where the existing mechanisms have proved inadequate, such as:

·       a framework within which subject areas can adjust methods of undergraduate teaching;

·       the varied roles of graduate students in research and teaching in different subject areas;

·       the selection procedures and employment terms of academics;

·       the sharing of government funding (Quantum, J-RAM).

39. The Liaison Panel should conduct an initial review of the needs, suggesting improvements where possible to the existing structures and proposing referral to itself only of issues that clearly need it. The resulting proposals should be submitted to Council and the Conference of Colleges. Thereafter the Liaison Panel should only consider issues referred to it by Council or Conference.

40. The Panel should consist of equal numbers of University and college representatives. The University representatives should be appointed by the NCC with at least half chosen from among the elected members of Council and its committees. The college representatives could be elected for overlapping three-year terms by college governing bodies under a rotation similar to that for the Proctors and Assessor. The Proctors and Assessor would be entitled to attend; additional University and Conference officers could be invited as required for specific issues. The Panel should elect its own chair; given the need for neutrality, a recent Proctor or Assessor might be a good choice.

41. The Panel should create ad hoc working parties as needed to consider specific issues, drawing in people with relevant expertise.

I Future Review

42. A review of governance should be initiated within 5 years of the enactment of these proposals. The review panel should conduct an Oxford-wide consultation on governance and all submissions should be made available on the intranet. The panel should not propose major reforms in governance without first conducting a proper review.


1 "Governance Discussion Paper, Michaelmas Term 2005" (GP2), Supplement 2 to Vol. 136, distributed with the Gazette of 29 September 2005,

2 Thirteen general resolutions on governance were put to Congregation in May 1999 (see Gazette of 3 June 1999, The thirteenth, which was passed and confirmed by postal vote, said "That this House approve the proposal that there should be a review of the operation of the new governance structure after five years, with the remit and composition set out in para. 71 (m) of the report." The report referred to is the second report of the Joint Working Party on Governance, 24 March 1999, which was distributed as a supplement to the Gazette but is no longer available online. Paragraph 71 (m) said "there should be a review of the operation of the new structure after five years, to pay especial attention to its transparency, efficiency, and democracy, by a body consisting of six members directly elected by Congregation for this purpose (two from each constituency), to be chaired by a retiring or recent Proctor."

3 A resolution submitted by Council to the first week meeting of Congregation, 12 October 2004, to modify the composition and remit of the governance review panel was passed without opposition (for text of resolution, see Gazette of 23 Sept. 2004,

4 "Further Thoughts on Governance: A Democratic Approach" (CB2), Cooper and Briggs, Feb. 2006; "Thoughts on Governance: A Democratic Approach" (CBW), Cooper, Bamforth and Williams, Oct. 2005; both available on

5 In references to PVCs, we always mean the Pro-Vice-Chancellors with portfolio.

6 A similar proposal was made by the governance working party in Ref. 1, concerning the chair of the upper level body of a split Council, in accord with CUC guidelines. The pre-2000 General Board also had an elected chair.

7 listing both members and attendees: the VC, the PVCs for Education and Planning, two elected Council members, the Proctors and Assessor, and the Academic Registrar.