With sector experts, Kim Ansell and Dan Tinker explore the key challenges for Boards and discuss how the new CUC Code can support effective governance.
Ahead of our ‘Shaping the future of HE Governance – Implementing the new Committee of University Chairs (CUC) Higher Education Code of Governance’ event, 8 July, Kim Ansell and Dan Tinker explore the key challenges for Boards and discuss how the new CUC Code can support effective governance.
The degree of accountability and autonomy granted to HE institutions is something to be cherished and respected. Allowing institutions to make decisions independently of external control is not present in all HE systems globally and the new CUC HE Code of Governance reminds us that this is crucial for fostering an environment of academic freedom, innovation and effective leadership and management. It is also important for the international reputation of the sector and a measure of maturity which can enable partnerships and create value for students, staff and society.
A code of governance is a tool to guide us, but then it is up to those in the system to ensure that governing and leading institutions enables everyone to play their part and for it to build the trust, accountability and stability needed for people and institutions to thrive. The new CUC code rightly shifts the focus from the powers of a Board to the responsibilities of a Board for effective stewardship.
HE institutions typically work in a complex system of governance and decision-making which requires alignment and cohesion across corporate, academic and executive governance; and so clarity about what decisions are made where, with what levels of delegated authority and responsibility, must be transparent and clear. Balancing autonomous decision-making with regulatory responsibilities is critical, as is how they play out in strategy and purpose, which must sit alongside being accountable for public funds and societal impact. The ‘apply/explain’ approach gives institutions the flexibility to do this and it is then their responsibility to weave this through the university-wide system of governance and performance oversight.
The new CUC code surfaces some critical areas where Boards must use insights and judgement to bring it to life. We have invited some experts to offer their views and perspectives on four of those most important areas for Boards to consider as they work through the new code:
First, thinking about the whole system of governance, culture and behaviours are arguably the single most important determinant of governance effectiveness, and within that the triumvirate relationship should be one of the most important enablers of culture and behaviours.
We asked Dr Amanda Wilcox, “How would you characterise a vision of what good looks like and what might be the priorities that Boards need to consider in the context of the CUC Code?”
“Culture and behaviours are the enabling conditions through which formal governance frameworks either succeed or fail. Within higher education, the effectiveness of the “triumvirate” relationship – typically the Chair, Vice-Chancellor, and University Secretary – sets the tone for the entire system. A vision of ‘what good looks like’ is one of trust, integrity, transparency, and constructive challenge; a mature partnership where roles are clearly understood, independence is respected, and information flows openly. In such an environment, the Chair promotes inclusive and effective Board leadership, the Vice-Chancellor provides strategic direction and operational insight, and the University Secretary safeguards process integrity and compliance, ensuring alignment with the CUC Code.
“In the context of the CUC Code, Boards should prioritise several interrelated areas. First, embedding a values-driven culture that supports ethical decision-making and academic freedom. Second, strengthening psychological safety at Board level so that challenge is welcomed and scrutinised constructively. Third, ensuring clarity of roles and responsibilities within the triumvirate to avoid ambiguity or concentration of power. Fourth, investing in Board capability – through skills, diversity, and ongoing development – to enable effective oversight. Finally, Boards must focus on accountability and transparency, demonstrating to stakeholders that governance is both robust and responsive.
“Ultimately, governance effectiveness is less about structures and more about how people behave within them. Where the triumvirate models and promotes integrity, openness, and mutual respect, it creates the conditions for confident, accountable, and future-focused governance aligned with the spirit of the CUC Code.”
Dr Amanda Wilcox MBE, University Secretary, Durham University and Deputy Chair, Association of Heads of University Administration.
Creating the right culture and behaviours for the whole governance system to work effectively will be a key part of evidencing clarity over the Board’s primacy, including in relation to academic assurance and how it should interact with the institutions’ wider academic governance structures, which is highlighted in the CUC code.
We asked Professor Nic Beech about the importance of clarity in relation to academic assurance: how the Board should interact with the institutions’ wider academic governance structures; and how Boards should navigate those critical relationships and bring the code to life.
“The backdrop to the updated CUC HE Code of Governance is a system facing sustained financial pressures consolidated by uncertain student numbers and a changing narrative on the value and purpose of a higher education. University Councils/Boards are grappling with all of these issues, tasked with safeguarding the financial sustainability of their institutions whilst also balancing their accountability for the educational quality of their provision. This is no mean task, and requires an ambitious skill set including financial literacy, workforce and organisational development, and arguably, pedagogical and research expertise.
“The updated CUC Code sets out clear guardrails for the governance of HE but is relatively less able to navigate the implications of the OfS decision to make Council’s/Boards directly responsible for academic standards and educational quality. Fundamental to making this work is the quality of the dialogue between students, the senate/academic Board, and the governing body – if we leave Council/Board members to manage academic quality alone, this necessarily limits what they are likely to be able to do. It is unreasonable to expect or require Council/Board members to have sufficient knowledge and expertise to do that, as well as delivering on wider matters of strategic positioning and financial sustainability.
“Their role is to get assurances that the right outcomes and processes are in place, enabled by a culture of continuous improvement and learning. Our role is to ensure they can do just that: an effective senate/academic Board overseeing quality enabled by a strong student voice. This is how we create the conditions for a Council/Board to develop their understanding of what good quality provision is, know what the right questions to ask are, delivered through critical and constructive dialogue. The Code sets out what good governance is, but the next step is our role in enabling the Councils/Board to deliver their part of a multidirectional dialogue which includes student voice, academic quality processes, senate and to connect to national quality standards. This complex set of relationships needs a nuanced code of governance, but it also needs strong and trusting relationships between student representatives, senate/academic Board and governing bodies in order to ensure a learning- and improvement-orientation”
Professor Nic Beech, Vice Chancellor, University of Salford
Beyond the academic endeavour, delivering on matters of strategic positioning and strategic oversight, considering strategic options and doing so in the context of risk and assurance to govern sustainable institutions is becoming a more comprehensive and demanding requirement for Boards.
We asked Mary Curnock Cook about Board oversight of strategy, sustainability, risk and assurance: How will Boards use the code and how will they need to think beyond it to carry out the role in the future?
The new CUC code ushers in a necessary shift from passive and performative governance towards active stewardship of institutional assets and the long-term sustainability. This implies as much foresight as oversight, with boards taking a more deliberate role in shaping long-term resilience in an increasingly volatile funding, regulatory and reputational context.
It positions strategy as a genuinely collaborative exercise with the executive, while clearly signalling the expectation that governing bodies do much more to test underpinning assumptions, interrogate evidence, and consider options and trade-offs, including their alignment with institutional values, purpose and risk appetite.
The code rightly demands integrated judgement treating sustainability, financial viability, academic quality and impact as interdependent, and embedding them within a more mature approach to risk awareness and risk management. Well-designed assurance frameworks should actively inform risk appetite and decision-making, as well as providing retrospective insight.
The code’s explicit framing of governance and executive roles is helpful in showing how the executive and non-executive arms of governance can combine to strengthen strategy, surface opportunity as well as risk, build public trust, and champion the interests of students and staff while safeguarding the academic heart of the university. Nevertheless, governing bodies should be ready to exercise independent judgement where necessary and guard against simply endorsing executive narratives.
Mary Curnock Cook, CBE, Independent Educationalist, Chair of the Dyson Institute and Pearson Education Ltd.
We cannot underestimate the importance of the role of the Board in a HE Institution and that sets an expectation about how the Board should approach evaluation and monitoring of its own performance and ongoing development.
It is a strong theme in the CUC Code, so we asked Aaron Porter, how the Board can engage in self-reflection and use regular independent/external input to create a continuous improvement mindset.
“It is positive the new Code enshrines three clear expectations in relation to review Board and member performance such that the “Chair should undertake an annual review of the performance and engagement of each Board member, informed by feedback and including a consideration of their compliance with the Code of Conduct… the Board must undertake an annual self-assessment of its performance…the most Board procure an independent, external review of its performance which should occur every three years.
“Taken together these three activities provide a robust foundation to ensure that individual Board members and the Board as a whole are operating effectively. Each of these exercises need to be seen as more than a box ticking exercise, instead they are the means for open, honest and challenging conversations about what is working well and crucially what can be improved. By expecting both internal annual review which provides the space for ongoing regular improvement before a more holistic external review allows for an independent assessment of progress over time and expertise from beyond the institution to assess practice.
“I have had the good fortune of being engaged in and leading effective Board review exercises where providers feel the review has directly led to improvements in governance practice. Where this works well, there is a clear scope for what the review should focus on (and equally what is beyond scope), there should be an openness to new ideas and approaches, engagement right across the Board and beyond it, clear evidence about what works well and a sense of priority and early focus around areas which are identified for improvement. The best reviews deliver a manageable set of actionable recommendations which lend themselves to implementation and can be tracked and monitored.
“Ultimately Board effectiveness can never be seen as ‘job done’ it continues to evolve, just as the membership, context and circumstances of the Board and the provider continues to change. The most effective Boards will be those who can demonstrate how their arrangements support effective delivery of the most fundamental activities of the provider namely the delivery of strategy, maximising performance, compliance and financial and wider sustainability in a way which draws upon the skills, diversity and expertise of each member and allows for the sum of these individual contributions to be greater than their separate parts for the Board and the provider to flourish as a whole.”
Aaron Porter, Associate Director Governance – Advance HE, Chair BPP, Deputy Chair at Goldsmiths, University of London, with a portfolio of non-Executive Director roles.
Board responsibility for stewarding a sustainable institution comes with accountability, measures to ensure that institutions meet certain standards and serve the public interest. There are many tools we have to guide us, and one of those key tools is the code of governance. The governing body role is to use that effectively to demonstrate transparency, accountability, and outcomes which both speak to the context and character of the institution, while enabling each institution to thrive and fulfil their educational and societal missions.
