A Introduction and Summary
B Information needed for discussion and decision
C Officers of the University
G External Advisory Board
H University-College Liaison Panel
I Future Review
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.
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.
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.
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
buying the Templeton Business School,
planning and building the Osney Mead
choosing and implementing ISIDORE,
deciding the allocation to the
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.
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
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.
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
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
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
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:
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
(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.
papers for each item should present a summary of the 'pros' and 'cons' as
discussed in the relevant committee(s).
Decisions on discussed items should be confirmed by explicit voting.
papers, and minutes should be made available to Congregation except for
specific items where confidentiality is necessary.
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
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
18. The current and proposed
membership of PRAC are compared in the table:
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
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
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
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
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.
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
(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.
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
(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
(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.
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
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
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.
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.
2 Thirteen general resolutions on governance were
put to Congregation in May 1999 (see Gazette of 3 June 1999, www.ox.ac.uk/gazette/1998-9/weekly/030699/acts.htm#4Ref).
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, www.ox.ac.uk/gazette/2004-5/weekly/230904/agen.htm#9Ref).
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 www.physics.ox.ac.uk/oxonly/congregation/CBW.
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.