Breaches

Governance practice at Royal Holloway often falls some way short of the standard university requirements, which are specified in the HEFCE Financial Memorandum and the CUC Guide for Members of Higher Education Governing Bodies in the UK.  It is a governance principle set out in Paragraph 8 of the Audit Code of Conduct (Annex B of the HEFCE Financial Memorandum) that Royal Holloway comply or explain, that is governance practices contrary to these standard requirements are reported and explained in Royal Holloway’s annual Financial Statements  (signed off by the Chair of Council and the Principal).  Furthermore, Paragraph 6 of the Summary of the Responsibilities of Members of Governing Bodies (Annex I of the HEFCE Financial Memorandum)  places a particular responsibility on Council members to ensure Royal Holloway follows this comply or explain process.

The examples of governance failings at Royal Holloway reported below were not or seem unlikely to be reported and explained in this required way in Royal Holloway’s annual Financial Statements.

Governance Code of Conduct and the Council Effectiveness Review

The Governance Code of Practice requires of a formal Council Effectiveness Review that the effectiveness of the Council be measured against both the Statement of Primary Responsibilities of Council Members and this Code.  However, it seems that Royal Holloway will not be measuring the effectiveness of its Council against the Governance Code of Practice (part of the CUC Guide for Members of Higher Education Governing Bodies in the UK) in its current Council Effectiveness Review.  It seems unlikely that this apparent decision of the Council to act in a manner contrary to the Governance Code of Practice (Paragraph 15) in reviewing its own effectiveness will be reported either in this ongoing Council Effectiveness Review or in the next Financial Statement.

Statute Review and Reform

Royal Holloway is reviewing its Statutes and Council Regulations, with a view to possible reform of the College Statutes.  The process for making, amending or reviewing Statutes is prescribed in Section 7 of the Royal Holloway and Bedford New College Act 1985.  The document Review of Council Effectiveness and Statutes states that the body carrying out this review is the Council Effectiveness Review and Statutes Review Project Board, though there is no record of a Council meeting approving the creation of a body to review the Statutes.  The  Project Board membership consists of four Council members and three members of the non-academic staff.  Even though Statute reform is solely a Council matter, this Review of Statutes is to be chaired by the Principal, contrary to Paragraph 2.14 of the CUC Guide for Members of Higher Education Governing Bodies in the UK which requires that the Principal must not seek to determine matters reserved for the governing body.  Academic staff involvement in the Statute Review process is seemingly limited to a single UCU representative being permitted to discuss matters with two particular members of the non-academic staff, even though Section 7.2 of the Royal Holloway and Bedford New College Act 1985 requires that the Council has to take steps which are best adapted for the facilitating of the making of representation to it [the Council] by any bodies or persons affected.  The position that the Council has discharged its duty under the Act, that is that the best method of academic staff making representations about Statute review and reform to the Council is not to permit them access to the Council is not sustainable.  It seems unlikely that this breach of the Royal Holloway and Bedford New College Act 1985 (Section 7) and the CUC Guide for Members of Higher Education Governing Bodies in the UK (Paragraph 2.14) will be reported either in the ongoing Council Effectiveness Review or in the next Financial Statement.

Appointment Process of new Vice-Principals in December 2012

The Chair of the Council reported to the Council meeting of March 2013 that he had “approved” the appointment of two new Vice-Principals simply “on the recommendation of the Principal”.  These appointments had been announced by the Principal in December 2012.  The appointment of a Vice-Principal is governed by Statue 21 of the Royal Holloway Statutes.  Statute 21  (Appointment of a Vice‐Principal) and Statute 19 (Appointment of a Principal) are identical.  In either case, the Principal or Vice­‐Principal is appointed by the Council to hold office on such terms and conditions (subject to Statute 25) as the Council shall determine.  The Council must appoint a Vice-Principal just as it does a Principal; it would be unthinkable for a Principal to be appointed by Chair’s action.  It seems unlikely that this breach of the Royal Holloway Statutes (Statute 21) will be reported either in the ongoing Council Effectiveness Review or in the next Financial Statement.

In appointing and determining the responsibilities of the two new Vice‐Principals, the Chair of Council has apparently felt obliged to use Council powers without discussion about a matter reserved for the Council simply “on the recommendation of the Principal”.  For all practical purposes, this is simply the Principal determining a matter reserved for the Council.  It seems unlikely that such a practice, which is contrary to the CUC Guide for Members of Higher Education Governing Bodies in the UK (Paragraph 2.14), will be reported either in the ongoing Council Effectiveness Review or in the next Financial Statement.

The Council had only recently voiced its concern when exactly this method of appointing Vice-Principals was used a year previously (under the previous Chair), as recorded in Minute 11/333 of the Minutes of October 2011 Council Meeting.  Some concern was raised that the appointments had been approved by Chairman’s action rather than by the Council at its last meeting. The Council were reassured that this had been an oversight by the Senior Management Team.  However, even though the Principal had given an assurance to the Council that this had been an “oversight”, he then acted in exactly the same manner again.  Paragraph 5 of the Summary of the Responsibilities of Members of Governing Bodies (Annex I of the HEFCE Financial Memorandum)  places a responsibility on the Council to supervise the Principal, yet the Council appears reluctant to do so in any meaningful way.  It seems unlikely that such a laissez-faire  approach to the Prinicpal’s actions by Council contrary to Annex I of the HEFCE Financial Memorandum will be reported either in the ongoing Council Effectiveness Review or in the next Financial Statement.

Changes made to the Academic Board in December 2012

The changes to the list of Vice-Principals and Faculty Deans announced by the Principal in December 2012 give numbers of individuals in each membership category as detailed in the March 2013 Academic Board Membership.  There are now seven individuals in the Ex-Officio (Vice-Principal etc.) category and eighteen individuals in the Representative (Head of Department) category.  There are only eight individuals in the Elected Academic Staff category and no vacancies, whereas Statute 16-(1)(d)(ii) of the Royal Holloway Statutes mandates that there should currently be eleven individuals in this category.  There has not been an Academic Board whose members are as prescribed by the Royal Holloway Statutes since December 2012.  The GWG has requested clarification of this matter (see FoI).  It seems unlikely that this breach of the Royal Holloway and Bedford New College Act 1985 (Section 9) and the Royal Holloway Statutes (Statute 16) will be reported either in the ongoing Council Effectiveness Review or the next Financial Statement.

Appointment of a new College Secretary in March 2012

Council Minute 12/61 of the Minutes of March 2012 Council Meeting reports that the Chair of Council had approved a change in the College Secretary.  There is no provision in the College Statutes for simply “changing” a College Secretary, except through the separate processes of resignation (or removal as specified in Statute 25) of an old College Secretary and formal appointment of a new College Secretary.  There is no public record that the outgoing College Secretary of Royal Holloway had resigned in early 2012, and no such announcement was made to the College.  The appointment of a College Secretary, also known as the Secretary to the Council,  is governed by Statue 22 of the Royal Holloway Statutes.  This provisions of this Statute are identical to that of Statute 19 (Appointment of a Principal), that is both positions are appointed by the Council to hold office on such terms and conditions (subject to Statute 25) as the Council shall determine, and it would be unthinkable for a Principal to be appointed by Chair’s action.  Furthermore, Paragraph 13 of the Governance Code of Practice (part of CUC Guide for Members of Higher Education Governing Bodies in the UK) requires that the appointment and removal of the Secretary shall be a decision of the Governing Body as whole, and Paragraph 2.16(a) of the CUC Guide for Members of Higher Education Governing Bodies in the UK makes a similar statement.  This breach of the Royal Holloway Statutes (Statute 22 and possibly Statute 25), the  Governance Code of Practice (Paragraph 13) and the CUC Guide for Members of Higher Education Governing Bodies in the UK (Paragraph 2.16(a)) seems unlikely to be reported in the ongoing Council Effectiveness Review, and this breach was not reported in the Royal Holloway Financial Statement 2011-12.

The Chair of Council’s approval of a change in the College Secretary followed an announcement by the Principal in January 2012 about the position of College Secretary.  The Principal announced that the then College Secretary would not be performing the role of College Secretary in the period January-August 2012 (temporarily being Acting Director of Human Resources in this period), but would retain the title of College Secretary and would return to the role of the College Secretary in August 2012.  The Principal also announced at this time that the Registrar would be performing the duties of the College Secretary on a temporary basis in this period until August 2012.  There is no record of Council approval for this announcement by the Principal about the role of College Secretary, even though this is a Council matter.  Paragraph 2.14 of the CUC Guide for Members of Higher Education Governing Bodies in the UK requires that the Principal must not seek to determine matters reserved for the governing body.  However, the then College Secretary had neither returned to the role of College Secretary nor retained the title of College Secretary in August 2012.  The Registrar had become the new permanent College Secretary following the Chair of Council’s “approval” of a change in the College Secretary.  Such a practice, which appears contrary to the CUC Guide for Members of Higher Education Governing Bodies in the UK (Paragraph 2.14), seems unlikely to be reported in the ongoing Council Effectiveness Review, and this breach was not reported in the Royal Holloway Financial Statement 2011-12.

Establishment of a Redundancy Committee in 2011-12

The two-part process by which members of the academic staff at Royal Holloway can be selected for redundancy is prescribed in Statutes 25-(10), 25-(11) and 14-(5) of the Royal Holloway Statutes.  Paragraph 2 of Statute 25-(10) first requires that the Council decide that it is desirable that there should be a reduction in the academic staff … by way of redundancy.  Statute 25-(11) then requires that when the Council has reached a decision under [Statute 25-(10)] Paragraph it shall appoint a Redundancy Committee, and this Redundancy Committee then recommends individuals for dismissal by means of redundancy.  Furthermore, Statute 14-(5) does not permit the Council to delegate their power to reach a decision under Statute 25-(10)(2).  Council Minute 11/178 of the Minutes of June 2011 Council Meeting states that the Council APPROVED the appointment of a Redundancy Committee, should it be required.  This is a meaningless resolution as a Redundancy Committee is only required once the Council has collectively decided that is desirable that there should be redundancies amongst the academic staff, and no such decision was taken by the Council in 2011-12.  Nevertheless, even though the Council had not taken such a decision under Statute 25-(10)(2) that would permit the Council to set up a Redundancy Committee, a committee  was set up and afforded the full powers of a Statute 25 Redundancy Committee, making recommendations to the Council for the dismissal of named academic staff in June 2012.  This breach of the Royal Holloway Statutes (Statute 25) seems unlikely to be reported in the ongoing Council Effectiveness Review, and this breach was not reported in the Royal Holloway Financial Statement 2011-12.

Anonymity for Members of the Putative Redundancy Committee in 2011-12

When supposedly enabling the establishment of a Redundancy Committee in 2011, the Council required that said putative Redundancy Committee was to explore and consult with appropriate representatives of the affected employees (Council Minute 11/181 of the Minutes of June 2011 Council Meeting).  Despite this Council instruction and the general requirement that information about Council business be restricted only when the wider public interest demands (HEFCE Financial Memorandum Paragraph 17 and the Governance Code of Practice Paragraph 14), Royal Holloway would not disclose the membership of the putative Redundancy Committee to either the RHUL-UCU (appropriate representatives) or academic staff more generally.  At first, requests about membership from the RHUL-UCU were illegally ignored (ICO Decision Notice FS50454315), and individual academic staff who asked were illegally questioned as to their motives, which is contrary to the Freedom of Information Act, as is clearly stated in the Royal Holloway Freedom of Information Staff Guide (Paragraph 4).  Eventually, RHUL-UCU were informed that this membership information was exempt from disclosure under the exemptions given by Section 41 (Information provided in Confidence) and Section 22 (Information intended for Future Publication) of the Freedom of Information Act, and that Council members had asked for and been granted anonymity by the Council whilst serving on the putative Redundancy Committee.  The claim of a Section 41 (Information provided in Confidence) exemption for membership information was not upheld, so the position of the Council that Council members have any inherent right to anonymity whilst discharging their Council duties is not correct.  Furthermore, the claim of Section 22 (Information intended for Future Publication) exemption for membership information would only be valid if Royal Holloway had explained why non-disclosure of the putative Redundancy Committee membership at the time it was sitting was in the public interest (the so-called Public Interest Test), which Royal Holloway refused to do.  These violations of the Freedom of Information Act 2000, this breach of the HEFCE Financial Memorandum (Paragraph 17) and Governance Code of Practice (Paragraph 14) and action by the Council contrary to minuted decisions (Council Minute 11/181) were not reported in the Royal Holloway Financial Statement 2011-12 and seem unlikely to be reported in the ongoing Council Effectiveness Review or the next Financial Statement.

Abolition of the Position of Deputy Dean in April 2011

Council Minute 11/100 of the Minutes of March 2011 Council Meeting states that the Deputy Dean system was to be replaced by Associate Dean positions.  This is more than a mere change in terminology as there is a prescribed appointment procedure for a Deputy Dean who has a particular responsibility to the Faculty, whereas there are no such requirements for an Associate Dean (Royal Holloway Faculty Reporting Structure).  However, Statute 17-(2) of the Royal Holloway Statutes requires that Deans and Deputy Deans of all Faculties shall be appointed by the Principal to hold office for such periods and on such terms as he [or she] shall determine and  Council Regulation 23-(2) of the Royal Holloway Regulations of the Council makes a similar statement.  This breach of the Royal Holloway Statutes (Statute 17) and of the  Royal Holloway Regulations of the Council (Regulation 23) seems unlikely to be reported in the ongoing Council Effectiveness Review, and this breach was not reported in the Royal Holloway Financial Statement 2010-11 or the Royal Holloway Financial Statement 2011-12.

Council Effectiveness Review 2010

Council Minute 10/112 of the Minutes of March 2010 Council Meeting state that a Council Effectiveness Review is to be undertaken, and the Review of Council Effectiveness and Statutes states that this Review took place.  However, no such Review is available, and in particular no Results of the Review were published even though Paragraph 15 of the Governance Code of Practice (part of the CUC Guide for Members of Higher Education Governing Bodies in the UK) requires that the Results of a Council Effectiveness Review are published widely including on the internet.  This breach of the Governance Code of Practice (Paragraph 15) seems unlikely to be reported in the ongoing Council Effectiveness Review, and this breach was not reported in the Royal Holloway Financial Statement 2011-12.

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