Ordinance 7: Officers of the University

• Chancellor
• Chair of Council
• Vice-Chair of Council (if appointed)
• Pro-Chancellors
• Treasurer
• Deputy Treasurer (if appointed)
• Senior Independent (Lay) Member
• Vice-Chancellor and President
• Deputy Vice-Chancellor and Provost
• Pro-Vice-Chancellors
• Secretary to Council.

7.2 Council may also from time to time appoint such other officers of the University as it considers appropriate.

7.3 Appointment, term of office and duties

7.3.1 Chancellor

a) Appointment

7.3.1.1 The Chancellor is appointed by the Court on the recommendation of the Council at a physical or virtual meeting. The meeting shall be held prior to the expiry of the term of office of the current Chancellor or as soon as conveniently possible after the occurrence of a vacancy.

7.3.1.2 The date of appointment of the Chancellor shall be as determined by the Court.

b) Term of office

7.3.1.3 The Chancellor shall hold office for a period of five years (or such shorter period as the Court may determine) or until earlier resignation or removal. Unless so removed, they shall be eligible for reappointment for one further term of up to five years. An extension to a term of office may be granted by the Court on the recommendation of the Council in exceptional circumstances.

c) Duties and functions

7.3.1.4 The Chancellor shall be the ceremonial head of the University and shall preside and confer degrees at the University’s graduation ceremonies (a function which may also be delegated to other officers as specified in Ordinance 18) and chair the annual and other meetings of the University Court. The Chancellor shall perform such other duties and functions as the Court may from time to time determine, which may include promoting the University, its achievements and interests regionally, nationally and globally, and convening or participating in public engagements with stakeholders in relation to the work of the University, including alumni relations, fundraising and development activities.

7.3.2 Chair of Council

a) Appointment

7.3.2.1 The Chair of Council is an independent member of the Council and is appointed by the Council on the recommendation of the Constitution and Nominations Committee.

7.3.2.2 The Chair of Council shall be appointed from amongst the existing independent members of the Council or may be appointed as an independent member and Chair of Council at the same time. The process for the recruitment of the Chair of Council shall be as determined by the Constitution and Nominations Committee, and may include an external recruitment campaign and candidate interviews. In normal circumstances the process shall commence not less than nine months prior to the end of the final term of office of the current Chair of Council.

7.3.2.3 The date of appointment of the Chair of Council shall be as determined by the Council.

b) Term of office

The Chair of Council shall hold office for a period of three years (or such shorter period as the Council may determine) or until earlier resignation or removal. Unless so removed they shall be eligible for reappointment for two further terms of up to three years each. The term of office of the Chair of Council may run subsequently or concurrently to the individual’s term(s) of office as an independent member of the Council, up to a total maximum period of office of nine years. In exceptional circumstances, the Council may, on the recommendation of the Constitution and Nominations Committee, recommend an extension to the period of office up to a period of 18 months, or half a term of office. See Ordinance 3.6.

c) Duties and functions

7.3.2.4 The Chair of Council shall chair meetings of the Council.

7.3.2.5 The Chair of Council is responsible to the Council and to the University’s stakeholders for the leadership of the Council and ultimately for its effectiveness. As chair of its meetings, the Chair of Council should promote its wellbeing and efficient operation, ensuring that its members work together effectively and have confidence in the procedures laid down for the conduct of business. This will include ensuring that:

• • • the proceedings of the Council are conducted in as open a manner as possible.
    • there is an orderly succession of members of Council.
    • all members of the Council, when taking up office, are fully briefed on the terms of their appointment and made aware of the responsibilities placed on them for the proper governance of the University.
    • opportunities for further development for all members of the Council are provided regularly in accordance with their individual needs, and that appropriate financial provision is made for support.
    • leadership and support (including mentoring when helpful) is offered to the Vice-Chancellor and President. Both role-holders should ensure that the relationship is constructive but challenging, recognising the proper separation of governance and management and the checks and balances imposed by the different roles each has within the University.

7.3.2.6 The Chair of Council is ultimately responsible for ensuring that the Council establishes oversight and discharges its responsibilities in a business-like way. They must ensure that, where responsibility is delegated to committees and individuals in the interests of efficiency, appropriate reports are made back to the Council on the discharge of those responsibilities.

7.3.2.7 The Chair of Council shall perform such other duties and functions as the Council may from time to time determine. Further details will be set out in a role description approved by the Council.

7.3.2.8 In line with Article 10b of the Charter, the Chair of Council is also a Pro-Chancellor of the University ex officio.

7.3.3 Vice-Chair of Council

(a) Appointment

7.3.3.1 Council may appoint a Vice-Chair of Council from amongst the independent members of the Council, on the recommendation of the Constitution and Nominations Committee.

7.3.3.2 The date of appointment of the Vice-Chair of Council shall be as determined by the Council.

(b) Term of office

7.3.3.3 The Vice-Chair of Council shall hold office for a period of three years (or such shorter period as the Council may determine) or until earlier resignation or removal. Unless so removed they shall be eligible for reappointment for [one] further term of up to [three] years. The term of office of the Vice-Chair of Council may run subsequently or concurrently to the individual’s term(s) of office as an independent member of the Council, up to a total maximum period of office of nine years. Where practicable, the terms of office of the Chair of Council and the Vice-Chair of Council should be staggered so as to avoid their terms of office expiring at the same time.

(c) Duties and functions

7.3.3.4 The Vice-Chair of Council shall provide support to the Chair of Council in the leadership of the Council and in the carrying out of their responsibilities, and shall act as a ‘sounding board’ and ‘critical friend’ to both the Chair of Council and the other members of the Council.

7.3.3.5 In the absence of the Chair of Council the Vice-Chair of Council shall exercise such of the duties of the Chair of Council as the Council shall determine.

7.3.3.6 The Vice-Chair of Council shall perform such other duties and functions as the Council may from time to time determine. Further details will be set out in a role description approved by the Council.

7.3.4 Pro-Chancellors

a) Appointment

7.3.4.1 The number of Pro-Chancellors shall be as determined from time to time by the Council, and should not normally exceed three members.

7.3.4.2 The Chair of Council is a Pro-Chancellor ex officio. Additional Pro-Chancellors may be appointed by the Council from amongst the independent members of the Council, on the recommendation of the Constitution and Nominations Committee.

7.3.4.3 A Pro-Chancellor may hold the office of Treasurer or Deputy Treasurer at the same time.

7.3.4.4 The date of appointment of a Pro-Chancellor shall be as determined by the Council.

b) Term of office

7.3.4.5 The Chair of Council shall remain a Pro-Chancellor for such period as they hold the office of Chair of Council.

7.3.4.6 A Pro-Chancellor other than the Chair of Council shall hold office for a period of three years (or such shorter period as the Council may determine) or until earlier resignation or removal. Unless so removed they will be eligible for reappointment for two further terms of up to three years each. The term of office of a Pro-Chancellor may run subsequently or concurrently to the individual’s term(s) of office as an independent member of the Council, up to a total maximum period of office of nine years.

c) Duties and functions

7.3.4.7 The duties of a Pro-Chancellor are to perform all the functions of the Chancellor in their absence or as a result of a vacancy arising, including the conferring of degrees.

7.3.4.8 A Pro-Chancellor shall perform such other duties and functions as the Council may from time to time determine.

7.3.5 Treasurer and Deputy Treasurer

a) Appointment

7.3.5.1 The Treasurer shall be appointed by the Council from amongst the independent members of the Council, on the recommendation of the Constitution and Nominations Committee.

7.3.5.2 A Deputy Treasurer may be appointed by the Council from amongst the independent members of the Council, on the recommendation of the Constitution and Nominations Committee.

7.3.5.3 The Treasurer or the Deputy Treasurer may hold the office of Pro-Chancellor at the same time.

7.3.5.4 The date of appointment of the Treasurer or the Deputy Treasurer shall be as determined by the Council.

b) Term of office

7.3.5.5 The Treasurer or the Deputy Treasurer shall hold office for a period of three years (or such shorter period as the Council may determine) or until resignation or removal. If not so removed they may be reappointed for two further terms of up to three years. The terms of office of the Treasurer or Deputy Treasurer may run subsequently or concurrently to the individual’s term(s) of office as an independent member of the Council, up to a total maximum period of office of nine years.

c) Duties and functions

7.3.5.6 The Treasurer is Chair of the Finance Committee ex officio.

7.3.5.7 The Deputy Treasurer shall deputise in the absence of the Treasurer.

7.3.5.8 The Treasurer and the Deputy Treasurer are amongst several officers of the University and other senior staff authorised to witness the affixing of the University Seal to deeds entered into by the University.

7.3.5.9 The Treasurer and the Deputy Treasurer shall perform such other duties and functions as the Council may from time to time determine.

7.3.6 Senior Independent (Lay) Member

7.3.6.1 The Council may appoint a Senior Independent (Lay) Member of Council who will provide a route for feedback and enquiry for Council members independent of the Chair and/or Vice-Chair of Council, and evaluate the performance of the Chair. A role description is set out separately.

7.3.7 Vice-Chancellor and President

a) Appointment

7.3.7.1 The Vice-Chancellor and President is appointed by the Council at a meeting of the Council, or by written resolution, after consideration of a report from a Joint Committee of the Council and the Senate.

7.3.7.2 The date of appointment, remuneration and terms and conditions of the Vice-Chancellor and President shall be as determined by the Council, on the recommendation of Remuneration Committee.

b) Term of office

7.3.7.8 The Vice-Chancellor and President shall hold office until retirement, resignation or removal.

c) Duties and functions

7.3.7.9 The Vice-Chancellor and President is the chief academic and administrative officer of the University and shall exercise general supervision over the activities of the University. They shall chair meetings of the Senate and the University Executive Board (UEB), and shall act as the Accountable Officer for the purposes of the University’s registration with the Office for Students (OfS) and other regulatory, contracting or enforcement bodies where specified.

7.3.7.10 The Vice-Chancellor and President shall perform such other duties and functions as the Council may from time to time determine. Further details will be set out in a role description approved by the Council.

7.3.7.11 The Vice-Chancellor and President is accountable to the Council for the effective leadership and management of the University. The performance of the Vice-Chancellor and President and performance against agreed objectives is overseen by the Chair of Council, who:

• • • Presents an annual report to the Remuneration Committee at the October/November cycle on the Vice-Chancellor and President’s performance which informs decisions made by that body in respect of Vice-Chancellor pay and benefits. The Vice-Chancellor and President is not a member of the Committee and is not involved in any decisions in relation to their own pay/reward but may be present to address questions in respect of setting out their performance.
    • Provides an annual update to the Council at a subsequent meeting following any Remuneration Committee pay determinations.

7.3.8 Deputy Vice-Chancellor and Provost

a) Appointment

7.3.8.1 The Deputy Vice-Chancellor and Provost shall be appointed by the Vice-Chancellor and President.

7.3.8.2 The date of appointment, remuneration and terms and conditions of the Deputy Vice-Chancellor and Provost shall be as recommended by the Vice-Chancellor and President, for approval of the Remuneration Committee.

b) Term of office

7.3.8.3 The Deputy Vice-Chancellor and Provost shall hold office until retirement, resignation or removal.

c) Duties and functions

7.3.8.4 The Vice-Chancellor and President will, from time to time, determine the powers, duties and functions of the Deputy Vice-Chancellor and Provost.

7.3.8.5 The Deputy Vice-Chancellor and Provost shall, during the absence of the Vice-Chancellor and President, exercise and perform such of the functions and duties of the Vice-Chancellor and President as may be delegated by the Vice-Chancellor and President or by the Council.

7.3.8.6 Details of the duties and functions of the Deputy Vice-Chancellor and Provost will be set out in a role description approved by the Vice-Chancellor and President.

7.3.9 Pro-Vice-Chancellors

a) Appointment

7.3.9.1 The number of Pro-Vice-Chancellors shall be determined from time to time by the Vice-Chancellor and President.

7.3.9.2 Pro-Vice-Chancellors shall be appointed by the Vice-Chancellor and President.

7.3.9.3 The date of appointment, remuneration and terms and conditions of a Pro-Vice-Chancellor shall be as recommended by the Vice-Chancellor and President, for approval of the Remuneration Committee.

b) Term of office

7.3.9.4 A Pro-Vice-Chancellor shall hold office for a period of four years, which may be subject to a shorter period or extension as the Vice-Chancellor and President may determine or through resignation or removal.

c) Duties and functions

7.3.9.5 The Vice-Chancellor and President will determine the powers, duties and functions of a Pro-Vice-Chancellor.

7.3.9.6 Details of the duties and functions of each Pro-Vice-Chancellor will be set out in a role description approved by the Vice-Chancellor and President.

7.3.10 Secretary to Council

a) Appointment

7.3.10.1 The Secretary to Council is appointed by the Council.

7.3.10.2 The Secretary to Council may also hold another substantive post within the University, which will be subject to the University’s standard employee recruitment and appointment procedures. In such a case, the Council will ensure that the terms and conditions of appointment of the Secretary to Council include an appropriate separation in the lines of accountability.

7.3.10.3 The date of appointment of the Secretary to Council shall be as determined by the Council.

b) Term of office

7.3.10.4 The Secretary to Council shall hold office until retirement, resignation or removal.

c) Duties and functions

7.3.10.5 The Secretary to Council shall also be Secretary to the Court and the Senate.

7.3.10.6 The Secretary to Council shall be responsible for the provision of operational and legal advice to the Council in relation to its compliance with regulatory requirements and the University’s constitutional instruments.

7.3.10.7 The duties and functions of the Secretary to Council shall be as prescribed by the Council from time to time. Details will be set out in a role description approved by the Council.

7.4 Resignation or removal of an officer

Resignation

7.4.1 An officer of the Council (other than the Vice-Chancellor and President, Deputy Vice-Chancellor and Provost, and Pro-Vice-Chancellor) may resign from their office at any time by giving notice in writing to the Secretary to Council (or in the case of the Secretary to Council, to the Chair of Council).

7.4.2 The Vice-Chancellor and President may resign from their office at any time by giving notice in writing to the Chair of Council.

7.4.3 The Deputy Vice-Chancellor and Provost and Pro-Vice-Chancellors may resign from their office as a member of the Council at any time by giving notice to the Vice-Chancellor and President.

Removal

7.4.4 An officer (other than the Chancellor, the Vice-Chancellor and President and the Deputy Vice-Chancellor and Provost) may be removed from office by the Council for good cause, in accordance with the procedure appended to this Ordinance.

7.4.5 The power of Council to remove the Secretary to Council or a Pro-Vice-Chancellor in accordance with the above procedure applies only to removal from the office of Secretary to Council or Pro-Vice-Chancellor. It does not apply to any other role held by that person within the University which is subject to procedures made under Statute 10.

7.4.6 The Chancellor may be removed from office by the Court for good cause. The Court shall determine the procedure to be followed and shall ensure that the office-holder has been given a reasonable opportunity of being heard before a decision is taken.

7.4.7 The Vice-Chancellor and President may be removed from office in accordance with procedures approved by Council: Procedure for dismissal and removal from office of the Vice-Chancellor (PDF , 637kb).

7.4.8 The Deputy Vice-Chancellor and Provost may be removed from office in accordance with procedures made under Statute 10.

Appendix to Ordinance 7: Procedure for removal of an officer/member of Council

1. The Council may by resolution remove any person (other than the Vice-Chancellor and President and the Deputy Vice-Chancellor and Provost) from membership of the Council and/or from their role as an officer of the University, for good cause. ‘Good cause’ may include Council being satisfied that one or more of the below criteria applies:

• • such individual is not a fit and proper person to perform the function of a Council member or officer
  • such individual is unable or unfit to discharge the duties of a Council member or officer
  • there has been a loss of confidence by the Council in the individual’s abilities or fitness to perform the duties of a Council member or officer
  • removal of the individual is necessary or expedient and in the best interests of the University, to protect the reputation or assets of the University and/or to ensure that the University complies with all relevant legal and regulatory obligations.

2. Any member of the Council who has, or is notified of, a concern about the conduct or behaviour of a Council member or officer shall raise the concern with the Chair of Council, the Vice-Chair of Council or the Secretary to Council.
3. The Chair of Council (or the Vice-Chair of Council) and Secretary to Council will undertake such investigation as they deem necessary and shall determine whether the concern is material in nature.
4. Following the investigation, the Chair of Council (or the Vice-Chair of Council) and the Secretary to Council shall make a recommendation to the Council. The recommendation will include a report on the procedure followed.
5. In circumstances where the conduct or behaviour relates to the Chair of Council, the Chair of Council shall play no part in the investigation or subsequent recommendations to, or meetings or appeal panels of the Council. Such proceedings will be coordinated by the Secretary to Council and the Senior Independent Lay Member will oversee proceedings.
6. A Council meeting will be convened in order to consider the recommendation and to reach a decision as to whether the member should be removed from the Council and/or their role as an officer.
7. The member may submit a written response to the report being considered by the Council and will be invited to attend the meeting to respond to the concerns.
8. If a member is removed from the Council in accordance with paragraph 5 they may appeal against that decision to an appeal panel. The appeal should be submitted in writing to the Secretary to Council within ten working days of notification of the decision.
9. The appeal panel shall consist of a minimum of two members of the Council, identified on the basis of minimising actual or perceived conflicts of interests of those Council members. The Council may at its discretion also appoint an independent person to sit on the appeal panel.
10. The appeal panel shall consider the written appeal and may, if it considers necessary, arrange a meeting with the member.
11. The appeal panel’s recommendation as to whether or not the appeal should be upheld shall be considered by the Council at its next meeting. The decision of the Council shall be final.