"The Governor View": The Committee of University Chairs (CUC) update on its reset of the Higher Education Code of Governance

Advance HE Governor View: The Committee of University Chairs (CUC) update on its reset of the Higher Education Code of Governance  

Quotes collected for this purpose are gathered by Advance HE to capture governors’ views and are separate from the information-gathering exercise conducted by the CUC.

The CUC refresh of its code of governance aims to ensure institutions remain "future-facing, flexible, and able to manage the challenges facing the sector.

Since the current iteration of the code was published in 2020, the higher education (HE) environment has been beset by significant challenges. Financial sustainability, regulatory pressure, changes to the visa regime and student expectations have all created the need for more effective, proactive governance.  

Cognisant of these challenges, and driven by instances of failure of governance and questions around value for money in HE, governments and regulators across the UK are increasing their focus on the sector and its ability to deliver to the taxpayer.  

Since it announced in early 2025 its plan to refresh the code, the CUC has engaged in a wide-ranging programme of engagement across the four nations. This has taken the form of a review steering group, which includes regulator and government partners, a call for evidence with over 100 responses and workshops and interviews with 300 governors.  

A CUC analysis of the evidence from this information gathering, laid out in a letter to governors, has found strong support for a clearer focus in a number of areas, including on an “apply or explain” approach that ensures “evidenced governance”, and strengthening oversight of financial sustainability and risk, culture and behaviours and board effectiveness. 

Many of the CUC priorities alignes with those being currently pursued by board across the country, particularly the attention on risk assessment and management. 

“We all spent a lot of time looking at our risk management framework, based on the RAG (red, amber, green) system, and whether we understand it,” said the chair of a university in the North of England. “The audit committee sends reports to the board and we look at those all the time.” 

Her university has appointed a new member of staff to concentrate on risk assessment and planning, such is its perceived importance. Governors there “plough their way through a huge document” laying out the risks, the RAG rating and the resulting impact of different courses of action. 

“It’s painful going through it but at least you have a document that governors understand,” says the chair. “We query sometimes if a risk is down as green and we think it doesn’t seem right. The executive might say ‘we’ve put this and that in place so it’s green’ and we’ll says that it should be amber until their plan starts working. Those are the sorts of discussions we have.”  

According to a vice chair at a university in the Midlands, risk assessment and assurance is “at the top of everyone’s list at the moment”. The audit committee at her university reports to the board at every meeting. And yet even with this focus, there is always an element of uncertainty. 

“The thing is nobody knows how big the risk is,” she said. “We can monitor our finances - and we have just come out of two years of deficit - but the external environment is so volatile. The question is always ‘what is the government going to do?’ Sometimes it feels like we are in a boat waiting for the next big wave to hit us.” 

A board member at an institution in the South of England agrees that monitoring risk is “very prominent” but also argues it is not a failsafe. 

“We talk about risk assessment a lot and how you monitor it is a real challenge,” he said. “We look at risk and mitigating actions. But there is always the question of whether all bases are covered. There are big obvious things but, for instance, what happens if you are just not very good, in a general way, in an aspect of core activity.” 

The importance of the role of audit committee chair was highlighted by governors, indicating that the CUC’s intention to ensure the code sets out “clear expectations of individual governors, boards and executive leadership” will be welcomed. 

What needs to be made clear, according to governors, is the time and energy now required of board members if they are to be effective. 

One governor at a university where the chair, vice chairs and committee chairs meet every fortnight, commented, “it is very much like a workplace now and we consider it a job”.  

A board member elsewhere said the CUC refresh should recommend that institutions are “very explicit about the skills that are needed to be a governor and the time commitment if you are going to do the job effectively”. 

She added: “If you don’t know the sector, you are going to have to do some training. The skills bit is really quite important. Governors need to know something about financial management, compliance, risk management and all of those things. We need to be able to tune into discussions fairly easily.” 

The promised “sharper focus” by the CUC on board composition, capability and succession planning is already happening at board level, according to governors who spoke to Advance HE. All use skills matrices and some have succession planning as a standing agenda item. When current governors wish to serve for another term, their reappointment is not necessarily automatic.  

“Our individual members are aware of why they are on the board because we developed a skills matrix of what we need from them,” said a board member. “We had a big project a few years ago that demanded certain expertise in a particular sector and we got that. Now that is finished, we are pivoting to law and finance. I think we have got a lot better in this area.” 

Appointments through “chummery” are much rarer than they were, according to a governor at a new university. “Senior teams want to have governors that can help them,” she adds. 

The CUC intents to produce a principal-based, shorter, sharper and more accessible code that operates on a robust “apply or explain” basis, encouraging boards to move “beyond passive or assumed assurance to visible, evidenced governance”.    

One governor cited a recent exploration of pension schemes at her institution as an example of what “evidenced governance” might look like. 

After quite a number of board discussions about the Teachers’ Pension Scheme (TPS) and its associated costs, the board commissioned piece of work from the finance team to model it out against other options.  

“We held two special meetings to try and put the matter to bed and we did,” she said. “What we feel like now is that we have a paper trail and a justification for remaining in the TPS. We know why we’ve done what we’ve done, and we have that there to come back to if anything changes. I think that was an example of good governance.” 

However, the board member points to the amount of time, and the burden on the finance team, of the modelling exercise and cautioned against too liberal a use of this approach. 

“If we had the executive doing that kind of thing all the time, they’d have no time to run the university,” she said. “The extent to which anyone ‘explains’ has to be within reasonable bounds.” 

Another governor questioned who boards would be “explaining to” under the CUC approach.  

“These codes have always been voluntary so who are we drawing up these justifications for -- unless down the line they are going to be made mandatory or the Office for Students is going to use them to ask why an institution isn’t following the code.” 

Board members welcomed the CUC pledge to give more attention to “culture and behaviours”, despite their often-intangible nature. 

“Board members need to think a bit about how they respond to each other,” said one chair. “I spend a bit of time at the beginning explaining to new people that there is a way of challenging that is respectful. If we don’t set that as a board, you can’t expect it of anybody else. When we raise things in meetings, it needs to be because we need to know and not just a bit of one-upmanship. If that happens, I will gently take it to task because that is not what we are there for.” 

She makes the point that the understanding and improving relationships and culture needs to come from the executive as well as non-executive members. 

“I can give you examples where chairs have felt really put out by members of the executive; I think this is more common that the other way around,” she added. 

A governor outlined a process at her university where board chairs and committee chairs take a “clutch of governors each” to ask them about whether they feel sufficiently heard and their opinion of board culture.  

“It means chairs are aware of who wants to increase their engagement and will actively invite them in or brief them before the meeting to help them speak up,” she said. “It is all very subtle and looks very natural. The chair also feeds it back to the VC, and that has been helpful for smoother relations.” 

Equally important, governors agree, is the ability of boards to assess their own efficacy. The reset code will provide sharper focus on “regular and effective board-owned assessment, reflection and review”, according to the CUC update letter.  One governor said her board was about to commission an external review having not undergone the process for at least eight years. The CUC recommendation is every three years. 

As well as external review, boards have mechanisms to provide regular feedback. Yearly internal audits often provide comments on governance, for instance. 

A new auditor at one university undertook a process of familiarising themselves with the institution, which involved a series of mini-interviews, and then provided some “considered feedback which resulted in some changes”, said one governor. 

At one university in England, a strategy performance committee (SPC) which looks at progress towards key indicators and performance against strategy has “built in reflection”.  

“We didn’t realise that having this kind of committee is not a common thing until we had our effectiveness review, when they said that it was an interesting initiative,” said a board member. “At each SPC meeting we take one of the pillars of our strategy and take a deep dive into it and the report from SPC goes to the board. It is very thorough and provides a lot of assurance.” 

A deep dive into research income, for instance, proved to be a real eye opener for some governors.  

“I could see people were really unaware of how difficult it was to get research funding,” said the governor “They were presented with the figure and how many bids we have to put in to get that amount, and I could see jaws dropping.”  

Boards also learn lessons from less successful enterprises: “We had a project not long ago that cost more than we thought it would and we did a ‘lessons learnt’ on procurement,” says a governor.  

The refreshed code will be published after the CUC annual plenary in May. Governors want to see a “set of boundaries but not minutia”. 

“We want the executive to be running the university and the board to be dealing with the bigger picture,” said one. “We need almost a pop-up box of the key issues that they expect consideration of, and everything outside of that should be at your discretion.”