Governance News Alert: Committee of University Chairs (CUC) Code of Higher Education Governance 2026

The new Code, which replaces the Code published in 2020, sets out the principles that should underpin effective governance in higher education. It applies to institutions across England, Wales and Northern Ireland. In Scotland, the Scottish Code for Good Higher Education Governance applies instead. The Code provides a framework of principles to support boards in exercising their responsibilities effectively: it does not replace legal or regulatory requirements. In developing the new Code, the CUC undertook extensive consultation. More than 100 organisations and individuals submitted written evidence and over 300 chairs, board members, staff, students and stakeholders participated in consultation discussions. 

The full code document can be found here.

At-a-glance:

• The Code remains principles based – but it is more operationally focused and promotes greater accountability, in response to regulatory expectations and financial pressures. Provisions in the code that are expressed as “must/must not” set out the minimum expectations required to claim compliance with the Code. Provisions expressed as “should/should not” require the board to exercise judgement, having regard to the institution’s context and circumstances (p2)
• Under the Code’s “apply” or “explain” model, institutions must publish a compelling rationale for their approach so that their stakeholders can understand how their approach maps to  the intent of the relevant principles of the code. Explanations should be clear, specific, concise and informative (p2)
• An annual self-assessment of board performance should be undertaken. Three yearly independent, external reviews of board performance should form the basis of an action plan for continual development. The chair should review annually the performance and engagement of each member and be reviewed themselves by another senior member (p13)
• All board members must show collective responsibility and challenge actions and interactions which they feel are not in line with the expected cultures and behaviours. The chair and the head of the institution must set the tone, modelling exemplary behaviour, and foster a culture of integrity, openness and accountability (p5)
• Boards must ensure that the development of institutional strategy is underpinned by robust identification and assessment of risk and opportunity, including horizon scanning and scenario testing; consideration of collaboration; engagement with key stakeholders; and clear articulation of mitigating actions and contingency plans (p6)
• Boards must be clear about how they obtain assurance over the effectiveness of risk management, internal controls, financial stewardship, regulatory compliance and academic governance. Reviews of the adequacy and coherence of its assurance framework must be undertaken when there have been material changes in the institution’s risk environment (p7)
• On financial resilience and sustainability, boards must scrutinise institutional financial performance, including the income statement and cash flow through forecasts, scenario modelling and stress testing. This should include a range of scenarios and plans in place to address them (p8)
• Boards must have a majority of independent members, including the chair. When board members’ current terms of office (of no more than four years) expire before a total of nine years, term extension should not be automatic (p9)
• Governors must have the right range of skills, expertise and backgrounds to effectively govern the institution. The size of the board should not be so large as to discourage challenge, discussion and debate (p9)
• Regularly reviews of board size, composition, culture and skills must be undertaken. The appointment process should be rigorous and transparent and due diligence carried out (p9)
• Delegation to committees must be clearly defined through formal schemes. There must be an audit committee. The board should constitute a remuneration committee to lead the process for setting senior postholder remuneration, which should follow the CUC’s Higher Education Senior Staff Remuneration Code (p10)
• The Board must receive and understand a clear and comprehensible description of its academic strategy and quality framework, setting out how academic quality, academic standards and academic risks are defined, monitored and governed. It must have a clearly defined role and relationship with academic governance structures (p11)
• Boards must ensure their institutions have policies which uphold and protect academic freedom and lawful freedom of expression, with assurance provided on their operation and risks. Training should be provided to support this (p11)
• Where institutions undertake teaching partnerships or transnational education, governors should be engaged in the development of the strategy, risk appetite, due diligence requirements, criteria for approval, oversight of academic quality, monitoring and exit (p12)
• Boards must provide structured induction and ongoing support for all members. It should include as a minimum, developing a detailed understanding of the sector and institutional context, institutional finances, academic governance structures, regulatory requirements and risk. All board members must engage (p13)

Implications for governance:

Expectations of governing bodies in every sector have grown significantly. Higher education institutions, in particular, face financial pressures, technological change, evolving regulation and heightened public scrutiny. 

To govern institutions effectively in this landscape, the CUC has refreshed its governance code to make clearer the minimum expectations required to claim compliance with the Code. It focuses more closely on risk appetite, financial sustainability and assurance frameworks, board effectiveness, culture, behaviours and development.

According to the foreword, both board members and executive leaders (including governance professionals) must “take personal responsibility for ensuring governance is collaborative, robust, constructive and focused on the long-term delivery of their institution’s purpose and values”. 

It adds: “In many cases, this may require a step change in governance intensity, with deeper engagement, stronger challenge and greater focus on the institution’s purpose and strategy.”

This emphasis on proactiveness, testing assumptions and asking questions is a key feature of the refreshed code. The verb “challenge” appears 22 times in the new version, compared to six times in the 2020 code.

Governors will be familiar with much of the content in the report. The helpful distinction between “must” and “should” could form the basis of a review of current board practice and help highlight priorities. In governance circumstances where the code is not, or cannot be, applied, a clear and compelling rationale for the different approach and how it dovetails with the relevant principles of the code, must be drawn up. 

Practical examples in the code of how to go about improving oversight will be useful to boards. Under academic assurance, for instance - an area that governors, particularly those without a background in HE, can find challenging - the Code states that having the “opportunity to periodically observe academic board meetings” can help governors to more clearly understand the work of the academic governance structure. Similarly, the governing body should have “opportunities to engage with and challenge academic strategy and performance” and an ability to “triangulate” reporting on academic governance, quality and standards with the student experience and student voice.

The phrase “collective responsibility” is a new addition and is part of the emphasis on challenging actions and interactions which are not in line with the expected cultures and behaviours of integrity, openness and accountability. An appendix also lays out clearly key roles and responsibilities.

Perhaps unsurprisingly given events since the last code was published six  years ago, guidance around identifying and mitigating risk has been strengthened, with double the references to it compared to the previous version. In a section on risk appetite and framework, horizon scanning and scenario testing are central. 

Work here is particularly important for ensuring financial resilience and sustainability in an era of unprecedented pressures. Governors are tasked with scrutinising institutional financial performance, including the income statement and cash flow through forecasts, scenario modelling and stress testing, and the development of plans to address any issues.

This critical assessment of circumstances and future scenarios also extends to board consideration of their own performance, with annual internal and three-yearly external assessments of board effectiveness – a development that will need to be built into boards’ planning.

The code also recommends that reappointment of governors is not automatic and that annual reviews are made of the performance and engagement of each member, including the chair.

Learning lessons from recent high-profile failures, it also advises that there should be “mechanisms to challenge any board members, including the chair, where their performance or behaviours fail to meet the institution’s needs”.