The regulator for higher education, the Office for Students, has been looking into a number of regulatory matters at the University, which follows the University receiving allegations from an anonymous whistle-blower and subsequently commissioning an independent investigation.
The University acknowledges that its governance was inadequate and that the Governing Body did not provide sufficient and robust oversight of the University’s leadership, in particular the Vice-Chancellor. Following the Office for Students’ own investigation, the University and the Office for Students have agreed a number of specific areas where the University’s governance and internal control mechanisms require improvements to strengthen the University’s compliance with the regulatory framework, which are summarised below:
- oversight of the international travel of some members of the Governing Body (and on occasions their partners), including breaches of the University’s Financial Regulations and ensuring travel represented value for money;
- the management of whistleblowing allegations (and associated processes) concerning some former members of the Governing Body, including the initial reporting of the whistleblowing allegations to the Office for Students and the subsequent processes that followed as a result of the findings from the University’s investigation;
- the independence and rigour of some remuneration decisions;
- scrutiny for the awarding of consultancy agreements to some members of the Governing Body;
- ensuring the University’s Financial Regulations were adhered to in respect of the use of university property and resources and the procurement of services by some former members of the Governing Body;
- ensuring members of the Governing Body met ‘fit and proper persons’ requirements, including timely consideration of the implications for this in the findings of the University’s investigation;
- the rigour and independence with which independent members of the Governing Body were appointed;
- the exceptional extensions to the terms of office of some former members of the Governing Body;
- the disclosure of relevant information and conflicts of interest by some former members of the Governing Body.
- ensuring that all individuals complied fully with information requests from the Office for Students.
As a result of this investigation, we have taken a number of urgent steps. The culture and constitution of key governance forums is being refreshed and the University’s Governors have committed to leading a cultural change within the University to facilitate improved transparency and increased engagement with students, staff and the University Leadership Board. A significant amount of work has already commenced to deliver the required changes, including the appointment of new Governors with expertise in Governance, Law and Finance; and elections for two new Staff Governors, which will take place during 2019. In conducting the election for Staff Governors and recruiting new Independent Governors, the University is following robust recruitment processes, which adhere to sector best practice and ensure that accountability requirements for those roles are clear.
The University has commenced a comprehensive review of all relevant policies and regulations. This will include looking at key foundation governance documents including the Instrument and Articles of Government, and how they inter-relate, with a particular focus on the policies and processes for reporting conflicts of interest, whistleblowing, disciplinary procedures and compliance with the University’s Financial Regulations. This wide-ranging review has already commenced and is expected to be completed by early 2020. The review will ensure that the policies and procedures meet the requirements of the Office for Students’ Regulatory Framework, both in form and, in particular, the way in which they are implemented and inter-relate.
The University has already updated its process for reporting conflicts of interest, enhanced the number of employees who are required to make conflict of interest disclosures, and broadened the scope of those disclosures for everyone (including Governors) to comply fully with the Office for Students’ Public Interest Governance Principles.
The University is committed to instituting an independent governance effectiveness review in 2019, as recommended by the Committee of University Chairs’ Higher Education Code of Governance. Training and development requirements for Governors will be identified as part of the effectiveness review and these will be acted upon as a priority. A second independent governance effectiveness review will take place two years from the outcome of this initial effectiveness review, rather than within the usual four years. This will allow the intended cultural change to take root, maintain momentum and identify (in a timely way) any other areas where there is scope for further improvement.
The University acknowledges that the previous practice of exceptional extensions to the terms of office of some former Governors undermines perceptions of the independence of the Governing Body. The extensions, in turn, point to a lack of succession planning for membership of the Governing Body. The University has developed a skills matrix for the Governing Body which will be reviewed on an annual basis. The recent recruitment exercise for Governors is also addressing succession planning, with the appointment of several individuals to key governance committees (e.g. Finance and Human Resources and the Audit Committees), this will also strengthen scrutiny and perceived and actual independence.
The University Leadership Board has undertaken extensive engagement with staff and other stakeholders to identify their perspective on the changes required, with a firm commitment to deliver the agreed changes as a priority. More broadly, engagement with staff has been enhanced via regular communications from the Interim Vice-Chancellor, a series of ‘listening sessions’ for staff, the instigation of regular Vice-Chancellor surgeries also open to all staff, and the publishing of University Leadership Board minutes, with a clear commitment to maintain and enhance further communications with staff and students.
This is the start of a process designed to transform the culture and ethos of the University to one of greater openness, transparency and genuine engagement.
Office for Students' investigation: DMU action plan. (.pdf)