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Summary

We welcome the evidence-basedapproach andconsultation process being adopted by the SteeringGroup asit seeks to develop a new Scottish Codeof HE Governance. Wewere concerned that thevonProndzynski Review panelhad made manyrecommendations without setting out the supportingevidence and where evidence was presented, it was

drawn very narrowly. We haveexpressed concernthatthe proposals are in danger of putting at risk thesignificant gainsthat have been made in governancepractices in Scottish universitiesin recent years.

While it wouldbe reasonable for the ScottishGovernment to legislate to ensure that institutionspay due heed to a Scottish Code of HE Governance,the legislation shouldnotgo beyond this. The ScottishCode should operate on a comply or explainbasis.This approach wouldsupport thefundamentalrightand need for universities to enjoy autonomy in their

strategies and operations. Wewouldencourage universitiesto hold more public

meetings. However, the recommendationfrom theReview panelthat meetingsof thegoverning bodyshouldnormally be held in publiccouldrisk damaginggood governance. Inevitably, governing bodieswouldbe reluctant to discuss sensitive matters in public. Thiscouldlead to important decisionsbeing made outwiththe regular meetingsof thegoverning body and notsubject to the normal minuting and reporting standards.

The role of the Chair of the governing body is crucialin terms of providing leadershipand strategicoversight. A person specification, detailing theresponsibilities, skills and characteristics requiredto hold the office of Chair should be made explicit.In order to ensurethat the Chair has the full confidenceofthe members of the governing body, we believe thegoverning body shoulddeterminethe best personqualifiedto fulfil therole.

Once appointed,members of a governing bodyshould operate on thebasisof ad personam. Theirresponsibility is to the governing body andtheinstitution as a whole, rather than to any other bodythat they may represent or be associatedwith. This isessential to maintainingthe integrity, impartiality andtheoverall good operation of thegoverning body. It iscrucially important that there continues to be directrepresentation of students and staff on governingbodies. However, for thereason statedabove, we donot agree with theReview panel that student and staff

membersbe nominated by their respective unions. Giventhe increasingamount of time whichmembers

are expected to commit to the work of the governingbody, we believe lay members and the Chair should beentitledto claimexpensesand any loss of wages.However, the Review panels recommendation thatChairs shouldreceive some form of remuneration iscontentiousand there aredifferent perspectives onthismatter. Much greaterconsideration of theimplications of such a step is required.

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THE SCOTTISH CODE OF GOOD HE GOVERNANCE: a response to theSteering Group appointed by the Committee of Scottish University Chairs

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Background1 The Royal Society of Edinburgh (RSE), Scotlands

National Academy, welcomes the opportunity tomake a submission to the Steering Group which hasbeen appointed by the Committee of ScottishUniversity Chairs (CSC) to develop a new ScottishCode of Higher Education Governance.

2 We recognise the Review of Higher EducationGovernance, Chaired by Professor Ferdinand vonProndzynski and which reported in February 2012,provides the background to the work of the SteeringGroup. In 2011, the RSE responded to theconsultation undertaken by the von Prondzynski

Review panel1. We have recently responded2 tothe Scottish Parliament Education and CultureCommittees consideration of the Post-16 Education(Scotland) Bill. The comments that follow have beeninformed by these relevant responses.Our commentshave been framed with reference to the SteeringGroups Issues Paper3 although we have notresponded to every aspect raised. We expect otherresponses, particularly those from the highereducation institutions themselves, will be able tocomment on the governance arrangementspertaining to the individual institutions. We would bepleased to discuss further any of the comments

made in our response with the Steering Group andits external consultants.

1 RSE response on the Governance of Higher Education in Scotland (September 2011) http://www.rse.org.uk/cms/files/advice-papers/2011/ad11_13.pdf

2 RSE response on the Post-16 Education (Scotland) Bill (January 2013) http://www.rse.org.uk/cms/files/advice-papers/2013/AP13_01.pdf

3 Steering GroupIssues Paper http://www.scottishuniversitygovernance.ac.uk/consultation-process-2/

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Steering Groups Approach

3 We welcome the evidence-based approach beingadopted by the Steering Group as it seeks to developa new Scottish Code of HigherEducation Governance.In the preface to the report of the von ProndzynskiReview panel it was stated that change needs to beevidence based. However, we were concerned thatthe Review panel had made many recommendationswithout setting out the supporting evidence andwhere evidence was presented, it was drawn verynarrowly. There has also been little explanation ofhow the changes proposed by the Review panel willimprove the existing arrangements for universitygovernance. We have expressed concern that theproposals are in danger of putting at risk thesignificant gains that have been made in governancepractices in Scottish universities in recent years.

4 The development of the UK CUC Governance Codeof Practice has been influential in disseminatingstandards of good practice in relation to thegovernance arrangements for HEIs. All ScottishHEIs voluntarily observe the Code. This Code iscurrently under review throughout the UK and wetherefore recognise the merits of the Committee ofScottish Chairs developing a new Scottish code ofgood higher education governance. While it would bereasonable for the Scottish Government to legislateto ensure that institutions pay due heed to such aScottish code, the legislation should not go beyondthis. The Scottish code should operate on a complyor explain basis. This recognises that goodgovernance is constantly evolving and that individualinstitutions will have developed innovative ways ofimproving both accountability and transparency.

5 This approach would support the fundamental rightand need for universities to enjoy autonomy in theirstrategies and operations. While they have to beaccountable to funders for outcomes, we areconcerned that the current Post-16 Education(Scotland) Bill seeks to change the balance in

ways we feel will be damaging to the vitalityof the university sector.

6 It is important that the Steering Group engageswidely with those who are able to offer viewson good corporate and university governance.Key stakeholders will include HE institutions, staff,students and governing body members. Wetherefore very much support the consultationprocess which is being undertaken to ensure thateach of the 19 Scottish higher education institutionsis visited by the Steering Groups expert advisers.

This will enable the Steering Group to take accountof the range of views across the sector.

CONSULTATION ISSUES

Meetings in Public7 In our view the main purpose of the governing body

is to scrutinise and challenge all strategies of theinstitution, and it should carry ultimate responsibility

for setting the universitys strategic direction. Whilewe would encourage universities to hold more publicmeetings, the recommendation from the vonProndzynski Review panel that meetings of thegoverning body should normally be held in publiccould risk damaging good governance. Inevitably,governing bodies would be reluctant to discusssensitive matters in public. This could lead toimportant decisions being made outwith the regularmeetings of the governing body and not subject tothe normal minuting and reporting standards.

Appointment and Remunerationof Principals8 The Principals of HEIs are currently appointed

by the governing body. The Review panel hadconsidered recommending that Principals shouldbe elected but decided against advocating this.Experience of European universities, in most ofwhich university law requires Rectors (Principals)to be elected, not appointed, suggests that theReview panel was right not to recommend theelection of Principals. One of the great strengths

of Scottish HEIs, whose performance comparedto their funding is amongst the very best ininternational terms, is their capacity to be flexible,to develop creative strategies and to implementthem without unnecessary delay. Two factors arecrucial in this: their autonomy and highly-motivatedPrincipals able to influence and implement strategy.A weakness of the electoral system is that there areoften Rectoral strategies that fade as the Rectordemits office, but rarely university strategies thatare sustained between successive Rectorates.

9 In relation to the remuneration of Principals,Scottish universities operate within an internationalmarketplace and while they should have regard tothe remuneration factors referred to in the Reviewpanels report, this should not compromiseinstitutional autonomy. The basis upon which payis calculated should of course be transparent.

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Chairing of Governing Bodies10 The role of the Chair of the governing body is crucial

in terms of providing leadership and strategicoversight. In this regard, it is vitally important thatthe person appointed as Chair has the appropriateskills. A person specification, detailing the

responsibilities, skills and characteristics requiredto hold the office of Chair should be made explicit.The CUC Code requires that, when selecting a newChair, a full job specification should be producedand vacancies should be published widely. Given thequalities and responsibilities that are required of theChair, and in order to ensure that the Chair has thefull confidence of the members of the governingbody, we believe that the governing body itselfshould determine the best person qualified to fulfilthe role. This is endorsed by the CUC Code and wehope a similar approach will be taken by the

Scottish Code.

11 We note the Review panel did not provide anysupporting evidence for its recommendation(by a majority) that the Chair of the governingbody should be elected.

Membership of Governing Bodies12 The evidence is, as confirmed by the Leadership

Foundation for Higher Education4, that the choiceof members is crucial to the effectiveness ofgoverning bodies. Their roles and responsibilities

require them to identify the skills, knowledge,expertise and experience necessary for a balancedand effective governing body5. We support theapproach set out in the CUC Code. This stipulatesthat appointments should be managed by anominations committee, and that to ensure rigorousand transparent procedures, there should be a priorwritten description of the role and the capabilitiesrequired in a new member, paying attention tothe balance of skills which already exists inthe governing body.

13 Once appointed, members of a governing bodyshould operate on the basis of ad personam. Theyare legal Trustees of the institution and theirresponsibility is to the governing body and theinstitution as a whole, rather than to any other bodythat they may represent or be associated with.This is crucial to maintaining the integrity,impartiality and the overall good operationof the governing body. It is also an importantconsideration in terms of ensuring compliancewith charity legislation in Scotland.

14 It is crucially important that there continues tobe direct representation of students and staff ongoverning bodies. However, for the reasons given inthe preceding paragraph we do not agree with theReview panel that student and staff members benominated by their respective unions.

15 In relation to the membership size of governingbodies, our view is that ensuring an appropriatebalance of skills which correspond to the needs ofthe institution is much more important thanprescribing the size of membership. We note thatthe CUC Code states that a governing body of nomore than 25 members represents a benchmark ofgood practice, but following the influence of thecorporate model, and given the difficult strategicdecisions that are likely to be needed, we suggestthat should be an absolute upper limit.

Setting a quota for theproportionof femalemembers

16 The suggestions made by the Review panel inrelation to increasing the proportion of femalemembers of a governing body have considerablemerit. While governing bodies should certainly haveregard to this and the principles of equality anddiversity more generally, it would be inappropriateto make the setting of quotas by governing bodiesmandatory. It will be for the governing body toconsider positive measures to encourage women to

apply to be members, and to appoint individuals whocan enhance and complement the existing skillsbase.

Presenceofseniormanagersatgoverning bodymeetings

17 The report of the Review panel is inconsistent in thatit recommends the opening-up of governing bodymeetings to encourage openness and transparencywhile also proposing that no senior management,apart from the Principal, should be allowed toattend. The governing body is an important meansby which those in the senior management team canbe held to account. Therefore, the proposal that theyshould not attend meetings of the governing body isdifficult to comprehend.

Remuneration18 Given the increasing amount of time which

members are expected to commit to the workof the governing body, we believe lay membersand the Chair should be entitled to claim expenses,including any wages lost as a result of attending

meetings of the governing body.4 Schofield A, (2009), What is an Effective and High Performing Governing Body in UK HigherEducation?, The Leadership Foundation for Higher Education

http://www.lfhe.ac.uk/en/research-resources/publications/research-publications/governance.cfm

5 Five Year Review of Fit for Purpose; The University of Hong Kong; Prepared by John Niland; May 2009 http://www0.hku.hk/general/5yearReview.pdf

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Additional Information and References

This Advice Paper has been signed off by the RSE General Secretary.

In responding to this call for evidence the Society would like to draw attention to the following Royal Society

of Edinburgh publications which are relevant to this subject:

The Royal Society of Edinburghs submission to the Scottish Parliament Educationand Culture Committee,

Post-16Education (Scotland) Bill (January 2013)

The Royal Society of Edinburghs submission to the Scottish Government, Report of theReview of Further

Education Governance in Scotland (February 2012)

The Royal Society of Edinburghs submission to the Scottish Government, Putting Learnersat theCentre

(December 2011)

The Royal Society of Edinburghs submission to the Review of HE Governance, The Governance of Higher

Education in Scotland(September 2011)

Any enquiries about this Advice Paper should be addressed to the RSE Consultations Officer, Mr William Hardie

(Email: evidenceadvice@royalsoced.org.uk)

Responses are published on the RSE website (www.royalsoced.org.uk).

Advice Paper (Royal Society of Edinburgh) ISSN 2040-2694

TheRoyalSocietyof Edinburgh(RSE) isScotlands National Academy. It is an independentbodywitha multidisciplinary fellowshipof menand womenof international

standingwhichmakes ituniquely placedto offer informed, independentcomment onmattersof nationalinterest.

TheRoyal Societyof Edinburgh,ScotlandsNational Academy,is ScottishCharityNo. SC000470

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19 The Review panels recommendation that Chairsshould receive some form of remuneration iscontentious and there are different perspectiveson this matter. Much greater consideration ofthe implications of such a step is required.

Induction, trainingandongoingsupport20 It is important that provision is made for induction,

training and further professional development inorder to maximise the input which members areable to make to the governing body, and to helpensure it operates as effectively as possible.This is recognised in the CUC Code and we areaware that the Leadership Foundation for HigherEducation provides support and training events formembers of governing bodies, including itsGovernor Development Programme.