Cardiff University Governance Effectiveness Review 2021

A Report by Dr Jonathan Nicholls

1.  Introduction

Following a competitive procurement exercise, I was invited to undertake an independent review of the effectiveness of the governance of Cardiff University. The Review took place during the period between March and May 2021. It has focused upon the University’s Council, but its scope has included other actors and bodies, and the wider system of informal governance, where these impinge on the effectiveness of the Council and its culture. This Report also reports and reflects on best and innovative practice in the sector, and elsewhere, where these are relevant to its recommendations.

The Review was not conducted as an audit of compliance by the University with the various regulatory and statutory duties which fall upon it; nor was it primarily a comparison of the University’s current practices with the Committee of University Chairs’ (CUC) Higher Education Code of Governance (September 2020 edition) or other Codes. Rather it was intended as an exploration of various themes that have emerged about the way in which governance works at present in the University and how that may be improved. By listening to those interviewed, by referring to best practice elsewhere, and by analysis against my own observations and experience within the wider higher education sector, my Report recommends what could comprise best practice and greater success at Cardiff.

The Review was conducted of necessity, because of the Covid pandemic, by virtual means through attendance at meetings via digital conference technology, and by conducting interviews and discussions in the same way. There is no substitute for experiencing and feeling the culture of an organisation through being physically present in it, by the chance encounters that take place, and discussions held in person. Nonetheless, thanks to the cooperation and willingness of all those whom I interviewed, I do not believe that my findings would have been significantly different had it been possible to conduct the Review wholly or partly in Cardiff. I have experienced what members of the Council have themselves had to cope with during a time of particular stress on governance. Like them I have been able to reflect on the positive advantages of digital technology in improving governance practice as well as its shortcomings. That reflection also informs my views about future practice at Cardiff.

The University Secretary and General Counsel, the Head of Governance, and the wider governance team have been unfailingly helpful in their advice, views, and support for my Review. Meetings have been arranged, documents sourced, and questions answered. I also wish to thank those with whom I have had discussions. It is worth recording that there has been a recent period of significant changes in the leadership of governance in the University and in that team. The current University Secretary and General Counsel is working with purpose and skill to provide a settled team and leadership notwithstanding that in the period since her appointment all interactions have perforce been virtual. She also has a clear sense of her priorities, some of which are validated and emphasised in this Report.

2. The scope of the review and its methodology

The Scope of the Review, agreed by the University Council, was:

a. “To undertake a review of the effectiveness of Council in relation to:

i. how well it works as a body to fulfil its purpose and deliver good governance

ii. the prevailing ‘boardroom’ culture, including an assessment of the robustness of challenge and the level of transparency of decision-making

ii. the effectiveness of the relationship with the University Executive Board

b. To consider the interplay between the various elements of Cardiff University’s governance framework: institutional governance, academic governance, executive and management functions, and between formal and informal governance, making recommendations to address any shortcomings, which impinge on effectiveness.

c. To report on sector-best practice in the areas above and, in the light of this, recommend ways in which Cardiff University might improve its governance (including the innovative use of digital technology to increase effectiveness).”

Contexts for the Scope

A principal context for the Review was the effect of the Covid pandemic, the University’s response to that, and whether it might wish to preserve and develop further some of the pedagogic, operational, and governance benefits that have derived from its response and experiences. There was universal admiration from members of the Council for the University’s response to the pandemic, led by the President and Vice-Chancellor and his senior team. A serious crisis for students and staff, for the University’s sustainability, and the health of all those connected with it has seemingly been expertly navigated. Interviewees have commended the sense of common purpose that has characterised the response rooted in the University’s values and mission. They have noted the quality of communications, the personal and human touches that have characterised the management of the crisis, and the nature of the consultation that has drawn on and listened to views across the distributed leadership. They have also noted that the University Executive Board (UEB) has also acted with authority and with decisiveness, often at speed. Those in leadership positions, for their part, have been quick to praise their colleagues at all levels who have made a significant difference to the University during this difficult period.

Some of the richer conversations with members of the Council, Senate, and students have been about the challenges still facing the University, some of them greater than before the pandemic. But those conversations have also been eager to reflect on what a new normal should look like and how the spiritedness and creativity of Cardiff can be carried forward long after the pandemic’s worst and immediate effects have gone.

4. The Good Governance Institute Review, The Powell Review and other relevant governance reviews since 2017

The last periodic effectiveness review of the Council was conducted by the Good Governance Institute (GGI) in 2017. The GGI Review was concluded in April 2017 with the submission of its final Report.(1) It made 11 recommendations. These were considered by the Governance [and Risk] Committee and the Council but work on completing some of them was paused pending Council’s response to the Powell Review. A summary of progress against the GGI recommendations was provided for the Council meeting at its meeting on 23 November 2020. Most recently, a paper for the Governance Committee on 15 March 2021, analysed progress against all the recommendations from key governance reviews since 2017. In the case of the GGI Review, one recommendation had been superseded, one was in progress (the production of a digital map of governance arrangements for the University website) and one was held over to this Review because of the pandemic. The University has therefore either adopted what it found valuable from the insights provided by GGI or its recommendations have been overtaken by other events.

The Powell Review was submitted to the Council in September 2019. Its terms of reference were:

“1. Review the governance structure for fitness for purpose; specifically reviewing - the transparency of decision-making-  the responsiveness of the governance arrangements / structure-  clarity of decision-making routes

2. Examine the decision-making practices through UEB to Council, and whether the existing published framework reflects this.

3. Review whether the framework adequately supports the challenges currently faced by the University.”

The Review draws upon 20 years of experience of the University by the author, now a Pro- Chancellor, to make some penetrating observations about governance and its improvement at Cardiff. But the Review focuses principally on structural changes to the Court, the Council, its principal Committees, and the operation of these and the UEB. It is a mark of the authority of the Review that its 18 recommendations have either been fully endorsed or are leading to changes that are variations on the principal thrust of the Review’s findings. The Reverend Canon Powell is now leading a review of the Court which is expected to report later in 2021. This Report and its recommendations are not contingent on that work.

The CUC’s Higher Education Code of Governance recently went through its most recent cycle of review and the latest version was published in September 2020 (2). This Code has evolved significantly since its first iteration nearly 25 years ago. The latest version has adopted an apply (previously comply) or explain expectation for its requirements. It proposes a set of values, and elements of the governance of higher education. It emphasises the importance of relationships for good governance based on trust and openness. It also recognises the diversity within higher education and how governing bodies must adopt its requirements proportionately to the mission of their particular institution. The Code and the accompanying advice from CUC will remain a lodestone for the University.

This brief overview of recent reviews and reports that have shaped thinking about effective governance in Cardiff would not be complete without mention of four other documents, two that are specific to Welsh higher education, a HEFCW institutional review of the University, and one internal audit review.

The first of these documents is the Review of Governance in the Universities in Wales by Gillian Camm (3). This led in February 2020 to the publication of a Governance Charter for Universities in Wales, the second document referred to. The Charter was adopted by HEFCW and agreed to by all the Vice-Chancellors and Chairs of the Welsh Universities. It is not a code and does not replace the requirement that those Universities adhere to the CUC Code. It is a series of commitments to take steps to improve governance and to adopt best practice from within and without the sector. Cardiff has reviewed its performance against the commitments and the most recent update to HEFCW on progress towards meeting those commitments is relevant to the current review. For example, the Commitment to Action includes a section on Understanding Culture and the role of the governing body in reviewing regularly data on organisational culture and how it would intend to close the gap between desired culture and actual culture. Progress against the 23 commitments was most recently reported to the Governance Committee at its meeting on 15 March 2021 referred to earlier.

In 2018, the University was the subject of a periodic HEFCW institutional review. Its recommendations echo or reinforce those that may be found in other reviews or reports referred to in this section. For example, there are recommendations concerning the maximum size of the Council and those in attendance, the development of an assurance map, completion of a scheme of delegation, and the role and status of the UEB. Finally, the Audit and Risk Committee received an “Adequate” internal audit report on governance in late 2020. This report will contribute to the level of assurance required annually by HEFCW of the adequacy and effectiveness of governance in the context of the 2020/21 financial statements. In both cases, progress was again reported to the Governance Committee at its meeting on 15 March 2021.

In other sectors, The Financial Reporting Council published The UK Corporate Governance Code in July 2018.(4) This is the latest version of the Corporate Code which has its origins in the work carried out by the Cadbury Committee in 1992. A “refresh” of the Charity Governance Code for larger charities was published in 2020.(5) And somewhat earlier, under the auspices of the NHS Leadership Academy, The Healthy NHS Board 2013: Principles for Good Governance also provides context and value in considering best practice for boards and governing bodies.(6)

There are common themes and principles in these Codes that are ingredients of good governance. They share kinship with the Governance Charter for Universities in Wales. As noted above, that was based on the recommendations of the Camm Review, which starts from the premiss of individual institutional shortcomings that had led to a perceived systemic weakness in the Welsh system. The importance of board leadership; creating a common purpose; agreeing a strategy whose effectiveness and achievement is regularly assessed; fostering a culture founded on values and ensuring that they are embedded across the organisation and guide expected behaviours and performance; providing effective challenge; and being in communication with the views of the workforce and other stakeholders could summarise the key points.

Universities in particular invest considerable resources of time and funding in their governance arrangements. The expectation must therefore be that this investment will provide a return in terms of better overall performance and success. Success is not just that a university is compliant with the law and the many regulations applicable to it. Compliance is necessary but not sufficient. Success has to be the very best fulfilment of a university’s mission, its purposes, and the achievement of the strategies that are adopted for that end. The best governance is not a settled state. It requires stewardship, attention, and reflection. It will respond to innovation, adapt to changing environmental conditions, and the needs of the institution’s stakeholders. It will learn from others. It will be a shared endeavour based on well-understood separations of power and authority. There will be formal arrangements and accountabilities set out in governing instruments. Informal relationships, interactions, and the sharing of experience are also essential.

5. Themes for the Review

The topics that I have sought to explore in the interviews and discussions were structured around a number of key themes:

1. Culture, engagement, and communication
2. Relationships within the Council, and between the Council and the Senate and with the wider University community and stakeholders
3. Relationships with UEB and Professional Services
4. Student voice
5. Formative contribution to University strategy and key policies
6. The regulatory and statutory framework
7. The business of Council and being a governor and trustee, including recruitment, induction and development
8. Delegation and the work of the principal committees
9. Future challenges and opportunities

In practice the emphasis with individuals and groups differed depending on the participants and the natural flow of the discussion and observations. Having thought that I would proceed with a structured set of questions for each engagement, in practice it proved more fruitful to prompt, to listen, and to share some emerging ideas. Even so, the identified themes were those which resonated most strongly with those interviewed.

6. Culture, engagement and communication

The history of the formation of the University, forged from three separate entities (UCC, UWIST, UWCM), and its geography on two separate sites, was cited as a difficulty in fostering an integrated cultural identity. The different practices of the 24 Schools was also cited as a force of fragmentation rather than unity, notwithstanding the cohesion intended by adoption of the three College system. Students also referred to a lack of consistency in practice between disciplines within Schools. The University’s location in the capital of Wales, its proximity to national government and other civic organisations was also remarked upon as a factor in setting the cultural tone and expectations of the institution, which is the premier institution in a small country. Cardiff is also a member of the UK-wide Russell Group and a significant international university. It also needs to be competitive in those terms. One phrase used of the University was “civic decency”; it is clearly welcoming and friendly although an increasingly fractious external environment over pensions, pay, and workload for staff has generated some discord within the University, a different tone to the Senate, and recent deputations to the Council.

Pride in the University is obvious. That is tempered by concern about consistently low scores in certain aspects of the annual National Student Survey (NSS), Cardiff’s low position in national league tables, and a question from some about the extent of institutional ambition and competitiveness. Some members of the Council raised questions about the effectiveness of performance management. Cardiff needs to benchmark itself against Russell Group peers, be clear about where it wishes to stand in relation to them, and ensure that its programme of international strategic partnerships provides other means for testing its competitiveness and performance.(7) Its membership of GW4 (the alliance of Bath, Bristol, Cardiff, and Exeter Universities) brings similar possibilities. On the credit side, the good outcome of the recent 2020 Quality Enhancement Review conducted by the Quality Assurance Agency (QAA) is clearly a source of justified pride and was an example of coordinated effort and goodwill across the University.

In terms of organisational culture and trust, it is clear that there was a low point about three years ago when the Council’s confidence in the senior leadership was somewhat shaken by a late forecast of a £27m deficit, generated by a combination of factors, including the transition between an old and new funding system for students in Wales. Problems with the oversight of the Cardiff Innovation Campus (CIC) project that led to a significant increase in the expected capital cost also contributed to that difficult period between the executive and governors. One interviewee believed the latter crisis was a turning point for a significant upturn in the renewal of trust and confidence. Pressure to commission an independent “lessons-learnt” review eventually bore fruit, and Audit and Risk Committee members feel that they now enjoy a more constructive relationship with senior executives, from which they can add value rather than being seen as a hurdle of compliance to surmount.

There is still a view however that good news travels fast while bad news is detained. Several members of the Council gave the view that UEB, through the President and Vice-Chancellor, are reluctant to share problems or difficulties openly and therefore these can mature into late-breaking crises rather than being flagged up earlier for advice and support. Significant initiatives or policies are too often presented as faits accompli. This was said by Senate members as well as by Council members. By contrast, informal meetings and briefings held by the President and Vice-Chancellor were cited as evidence of good practice in openness and reflective enquiry. In part the negative perception may be a consequence of business being formed and tested by committees of both the Senate and the Council before they are involved, compounded by subsequent imperfect communication. The recent bond tap was cited as one example of a decision required of the Council to an immutable deadline without sufficient prior debate of the strategic reasons and implications of further borrowing. In this case the Investment and Banking Sub-Committee of the Finance and Resources Committee had taken the lead, given the expertise of its members, but may have underestimated the need to ensure that the Council itself was fully briefed before the final decision was required.

The perceived optimism bias and the suspicion that Council is not always confided in has another detrimental effect. The calibre of the membership of the Council and its deep experience of strategic management is a rich resource. However, in a situation where the Council feels that it is not receiving full or early disclosure, it may be tempted to stray into the proper domain of the executive by being substitutionally managerial. This temptation may also be exacerbated by the preparation and content of papers under consideration – a point which I will explore in more detail later.

As noted towards the beginning of this Report, there has been considerable praise for the consultation and communications conducted by UEB members and their extended leadership teams during the pandemic. Recent analysis of a survey on internal communications conducted in November 2020 and presented to the Council in April 2021 reported the very large numbers of participants in webinars conducted by the President and Vice-Chancellor and other members of UEB between June and December 2020. 58% of responders to the survey felt members of the University Executive Board had been transparent in their communications with staff, compared with 28% in the 2019 staff survey (although the response rates were very different: 16% in November 2020 and 58% in 2019). The results of the earlier survey had been of marked concern to the Council. The same report to the Council outlined the steps being taken towards a new People Strategy and the external advice sought on real and sustainable metrics to measure organisational culture in line with the recommendations of the Governance Charter referred to earlier.

The pandemic has been a watershed in uniting the best instincts and practices of the University community. The impact on creating a strongly shared organisational culture seems to have been marked. The improvement may however prove to be fragile as the pandemic recedes and the University becomes enmired in the re-awakened disputes about pay and pensions which seem an inevitability this coming autumn. It will take a considerable effort of joint leadership between UEB and the Council to ensure that the current positive culture is sustained.

Members of the Council are acutely aware of their own collective lack of visibility across the University and – another point to be returned to – the “mystery” and “remoteness” (actual words used by interviewees) of the Senate to them. Universities are delicate mechanisms of distributed governance where subsidiarity is a key element in their success. It would be unrealistic to imagine that across a large complex organisation there would be full comprehension of the role of Council and how its work contributes to the success of the University. There was however a general view that communication about the Council could be improved, that Council members wanted to hear and respond to different groups and voices across the institution, and that it needed to be accessible and relevant not only to members of the University but also other stakeholders and partners. In this regard, Council members themselves need to be supported as advocates and ambassadors of the University internally and externally. Best practice communication strategies include wide and curated networks that extend knowledge and support.

There is a detectable trend towards governing bodies holding something akin to an Annual General Meeting of stakeholders in other universities. In universities where there was a Court (in the non-Scottish use of that term in universities) or its equivalent, an AGM may have filled the vacuum left when Courts have been abolished or left dormant. The Open University has used broadcast technology to reach its many geographically dispersed staff at meetings that include the senior team and members of the Council for some time. At an AGM, the Council or governing body is visible, key messages can be provided, congratulation and thanks expressed, and strategy and values reinforced. The important point is that such meetings should be routinely timetabled and not only called at a moment of crisis. In other sectors, specifically the NHS and local government, public access to all statutory meetings (with the provision to exclude members of the public and the press for confidential or personal business) is a legal right. During the pandemic, certainly in local government, participation through secure access to video meetings where members of the public have a right to speak or ask questions, or just view proceedings from dedicated video channels and recordings, has been very much higher than would normally be experienced. It is unlikely that in either of these sectors practice will revert to meetings only held in person. It is not suggested that Cardiff should adopt the practices of the NHS or local government but opening up and improving communications in the other ways recommended here would be advantageous including perhaps an annual meeting for any member of the University to attend.

Recommendation 1: That regular informal sessions be timetabled between members of the Council and the President and Vice-Chancellor, accompanied as he wished by selected members of the UEB. The purpose of the sessions would be to allow for questions and discussions on particular topics and to share knowledge and views about those. These sessions could be part of the regular programme of activities around Council meetings or could be drop-in sessions held by videoconference on a regular basis. HIGH PRIORITY

Recommendation 2: That normally all scheduled briefings and discussion sessions be open to all members of the Council. Regardless of the constituency from which they are elected or appointed, all members of the Council have equal responsibilities and accountabilities as members of the University’s governing body and as trustees of the University as a charity.

This is a key principle. However, there may be rare and compelling circumstances where a briefing or discussion could reasonably be restricted to a particular membership category. In such cases the rationale for the restriction should be reported by the Chair to the next formal meeting of the Council. Any formal business to be subsequently considered or approved by the Council arising from such a briefing or discussion would be open to scrutiny by all members (other than where recusal by an individual or individuals was required because of an irreconcilable conflict of interest). HIGH PRIORITY

Recommendation 3: That the lessons learnt, and the practices adopted, about how to communicate and consult swiftly and effectively through the pandemic become part of a new approach for a post-pandemic internal communication strategy. For the Council’s work, elements might include a brief news bulletin to all members of the University after each Council meeting, the active profiling of members of the Council, the effective use of social media channels and short videos, and, for those who were willing, talks given to groups of students and/or staff on their spheres of knowledge and experience. MEDIUM PRIORITY

Recommendation 4: That consideration be given to an annual meeting for all members of the University with the Council, perhaps on the same (or an adjacent following day) as the meeting at which the financial statements are approved. Brief presentations would be made, and pre-submitted questions answered. MEDIUM PRIORITY

7. The membership of Council

The discussion groups contributing to this Review that drew from different membership categories on the Council demonstrated the strong sense of fellowship and good will that exists between individuals. Members seemed at ease with each other and there was no perceptible distinction drawn between staff members, students or lay members. Indeed, the reported disquiet that arose when one recent paper to the Council had referred to “senior members” of the Council was cited as an example of the good understanding about the equal responsibilities and duties of members of Council regardless of the constituency from which they are drawn. In this Report, recommendations about members of the Council refer to all members, not just lay members, although the latter may be the principal beneficiaries.

The Size of the Council

For those members with experience in other sectors, the size of the Council is still sometimes perplexing, especially when meetings are swelled by those in attendance. Inclusive strategic discussion is not optimal with large numbers. The adoption of the recommendations arising from the Powell Review reduces the size of the Council progressively over the next three years. It is recommended that the next periodic effectiveness review of the Council considers the impact of these changes as an explicit term of reference. Size needs to be balanced with the need for sufficient breadth of expertise and diversity. It is essential however that all such expertise is drawn upon in forming the principal Committees and any ad hoc groups to retain real engagement and a sense of purpose for every member of the Council. A further point about how to improve strategic discussion at the Council is made later in this Report.

Role of a Nominations [Sub-]Committee

It would not be best practice for appointments to lay memberships or to senior roles, such as the Chair of the Council, to be conducted by panels formed ad hoc. It is important that proposals imminent for a standing Nominations [Sub-]Committee of the Governance Committee of the Council are considered and implemented as soon as possible. The best Nomination Committees keep membership under review, plan ahead for succession and develop a pipeline of potential new members. They will also consider feedback from annual development appraisals of members, oversee individual and programmatic member development, are the initiators and stewards of the skills matrix that underpins recruitment strategies, and systematically consider the promotion of diversity of all kinds in discharging its responsibilities. Other than the process of recruitment, these responsibilities could be given, as currently planned, to the Governance Committee in preference to one of its sub- committees, but the Council may want to consider the merits of transferring them to a Nominations Committee given the wide scope and range of the Governance Committee’s other responsibilities. The composition and characteristics of the membership of the Council, the importance of member development, and the filling of leadership roles is vital to the success of the Council overall.

Either as a consequence of that review or separately and sooner, a system of induction of new Senators and a development programme for existing members, perhaps based on the academic leadership programmes of the University, might be a valuable asset in enhancing the experience of being a member of the Senate and the major contribution that is expected of the Senate in fulfilling the core purpose of the University.

Recommendation 9: That the Council consider introducing a scheme of regular attendance by small numbers of lay members of the Council to the Senate on an annual rotation, or to limit such attendance as part of their initial induction or later governor development. MEDIUM PRIORITY

Recommendation 10: That the Council consider, on the advice of the President and Vice- Chancellor and his senior colleagues, how it can develop a systematic approach with the Senate to receive effective annual assurance on the maintenance of academic quality and standards. HIGH PRIORITY

Recommendation 11: That the Council formally assign to the Audit and Risk Committee the role of providing periodic assurance on the method and evidential base for the provision of annual assurance by the Senate to the Council on academic quality and standards. HIGH PRIORITY

Recommendation 12: That discussion take place, led by the President and Vice-Chancellor, about when and how a review of the effectiveness of the Senate might take place. As a consequence of the outcomes of such a review or sooner, a programme of induction for new members of the Senate and opportunities for the development of those serving on it be introduced. MEDIUM PRIORITY

9. The Council's relationship with the wider University and stakeholders

During the pandemic, the ability of members of the Council to interact with the wider University has been severely limited. Looking ahead, lay members are keen to see the introduction or reintroduction of facilitating their greater understanding and enriching their relationships with academic colleagues and students (Student Voice is dealt with specifically in more detail later in this Report). There are many ideas from informal briefings, lunches, dinners, visits to Schools, using digital technology for poster-style presentations from research groups, webinars, and buddying schemes. The importance of encouraging this kind of engagement both through a formal programme and by facilitating the creation of

Some aspects of the perceived relationship with UEB and, by extension, professional services, have been discussed above. There may be some lingering misapprehension that UEB is an executive body with collective responsibility rather than, as it is, an advisory body to the President and Vice-Chancellor, who is the accountable officer. The misapprehension might be perpetuated by the description of the UEB on the University’s website as the senior management team of the University and as the role of President and Vice-Chancellor as the chair of UEB. Just as the relationship between the Senate and the Council is founded upon clarity of their distinctive roles, so must the relationship between UEB and the Council. This goes to the heart of the need to respect the difference between executive and operational responsibilities, and the oversight and stewardship that characterises the governance role of the Council.

Importance of a Scheme of Delegation

The governance team, led by the University Secretary and General Counsel, has a new comprehensive scheme for the delegation of decision-making under preparation. This will complement the University’s Financial Regulations (which for example sets authorised financial limits) and will establish a hierarchy for policy making and the exercise of authority, devolving more to individuals, the UEB, and Committees of the Council. This is an essential project that will help considerably to streamline business in the University and also to reduce the burden on the Council itself, leaving it more able to focus on strategy.

The Powell Review made recommendations about clarifying the status of UEB and new terms of reference have been provided that reflect the Vice-Chancellor’s individual authority rather than the collective authority of the Board. The proposed scheme of delegation must specify the powers delegated to UEB and the scope of its authority, vested through the Vice-Chancellor. This is a key point that the Powell Review also makes and was emphasised to me by its author in the course of this Review. This will significantly help in distinguishing between the roles of the executive and the Council. It will also provide the parameters within which UEB can act lawfully and with confidence. The point is reinforced by remarks made to me that when things have gone badly, this can be attributed to fuzziness about where authority lies and by whom it is to be exercised. Another interviewee believes that if the distinction of roles were fully respected it would be easier for UEB to act without always seeking agreement through a submitted paper (which is perhaps another way of making the point about the confidence with which it feels empowered to act).(11)

Relationship between the President and Vice-Chancellor and the Chair of Council

Maintenance of the trust required to give real force to what is established by terms of reference and delegation schemes relies very much on a mutually respectful and frank relationship between the Chair of the Council, the Vice-Chancellor and the University Secretary. The history of governance failures in the sector very often have the breakdown of this relationship at their heart, either because of clashes of personality and temperament, or abuse of the proper business of the executive or the governors. Blame quickly develops into acrimony and then dysfunction. This is not the case at Cardiff. But it is a duty of all members of the Council to nurture this critical relationship and to be candid if they have concerns. The role of the Senior Independent Governor (as discussed previously) is a key person in this regard.

The demands of dealing with the pandemic and its consequences has catalysed a very responsive and agile style of management and governance in many universities. That has also been true at Cardiff. Retaining these advantages will be essential. Councils or governing bodies may in the future be less patient with the slow pace of how policy is determined and then transacted in the knowledge of what has recently been possible. Establishing clearly understood premisses for the relationship between UEB and the Vice-Chancellor with the Council through the proposed scheme of delegation is a fundamental element to create the conditions in which the University can continue to be enterprising and nimble and therefore fulfil its potential post-pandemic.

Culture of Engagement between UEB and the Council

A recent and welcome change of style in how UEB interacts with the Council has been detected by many I have spoken to. This has been in part attributed to the PVC for Education and Students whose interactions with the Council have been characterised by openness, a willingness to ask for advice, and to express uncertainty or seek contribution to the best solution to a problem (e.g. improving NSS scores). Council members also feel well informed by the PVC for Research, Innovation and Enterprise. Generally, Council members have significant respect for the President and Vice-Chancellor and his colleagues but would welcome further adoption of a change of approach such as just described. How members of the Council can feel that they can all play a formative role in strategy and policy is discussed further in a later section of this report.

Recommendation 15: That the completion of the scheme of delegation be prioritised as a matter of urgency both as a matter of best practice, to promote the streamlining of University business, and as a keystone element for the most effective relationship between UEB and the Council and between the President and Vice-Chancellor and the Chair of the Council. HIGH PRIORITY

11.  Student Voice

As with interactions with members of staff in the University, the last year has muffled the direct voice of students to most members of the Council other than through their colleagues elected from the Student Union or as reported by others. The student community is rich in diversity of types of student and nationalities. It would be impossible for the Council to hear from all of them but there was general agreement that more interaction and different settings for meeting students would be beneficial. The PVC for Education and Students is eager to introduce ways of showcasing student talent and experiences to Council members and this should also be encouraged.

The foregrounding of the importance of student voice in universities has been central to government policy for some time and is embodied in the establishment of the Office for Students in England. This is not the place to discuss the merits or otherwise of empowering students as consumers and emphasising the market elements of higher education. Nonetheless, complementing the expertise and knowledge of the student experience on the Council through its current membership with other student voices would help contextualise major strategic decisions, such as international recruitment or investment in the digital estate, by hearing the views and the experience of individuals across the student body. As with more direct engagement with researchers and those engaged with education, this would also likely be inspiring and animate the Council’s understanding of the impact of its decisions.

I have observed in other universities that the necessary financial and legal relationship between a Student Union and the University may hinder the way in which student members who are sabbatical officers in a Union feel able to contribute fully on equal terms with other members. This may be made more difficult if their term on the Council is for one year only (which it often is). (Similar constraints may be felt by non-academic staff members on Council as well although this was not openly expressed to me during this Review.) I found my session with a small group of students, which included a PGR student, a PGT student and two UGs, engaging and illuminating. Their views about the handling of the pandemic, the culture of the University, the inconsistencies between how student voice and feedback (not assessment feedback) is managed in different disciplines and across Schools have informed the observations in this Report and my recommendations. In addition to adopting the kind of ideas proposed by the PVC for Education and Students, less choreographed informal discussions between student groups and members of the Council would not supplant the role or contribution from the student members on the Council but would supplement or contextualise it. Here again, the use of digital technology would facilitate such meetings, as would the adoption of other schemes, discussed earlier, for the wider engagement by members of the Council with Schools and Colleges. In implementing such a scheme, the Council could helpfully learn from the President and Vice-Chancellor’s practice, before the pandemic, of regularly hosting cross-sectional groups of students for lunch and hearing about their experiences directly.

Recommendation 16: That in consultation with UEB, the Council consider how it might provide more opportunity for members of the Council to meet with, discuss, and engage with representative groups of students of the University. MEDIUM PRIORITY

12. Formative contribution to University strategy and key policies

Several Council members were insightful about better ways they could contribute to strategy and policy from their own expertise and experience without falling into the trap of taking on quasi-executive responsibilities. Being the critical friend of UEB, scrutinising, and testing the strength of particular proposals are roles better exercised at a formative stage of an initiative or through the relevant committee than at the point of a binary decision to approve or not approve. The formative stage may be at a strategy day, an informal meeting or interactive briefing with the Council, or by ensuring that major proposals are introduced firstly by a discussion or “green” paper at formal meetings. The idea of “green” papers preceding “white” papers was picked up in several discussions. Council members would welcome the opportunity to help co-create policies and strategy in the ways described here; and encourage policies with significant impact being subject to wider consultation before they were involved. Such techniques may be commonly deployed already but refreshing and normalising them as part of the culture of decision-making would be valuable. There is also some dissonance currently about what “consultation” means and with whom it is conducted. Yet care is also needed to ensure that deliberation is not an excuse for failure to act. Often a carefully prepared sequence for discussion and testing before approval will lead to a quicker and better outcome. It may also create the conditions in which swift action with little consultation prompted by an unforeseen opportunity or emergency will be better trusted.

Some years ago, the University of Exeter introduced a system of governance based on what they term dual assurance.(12) This partners a member of the Vice-Chancellor’s Executive Group, who takes responsibility for the management and development of policy in a particular area of business, with a lay member of the Council, knowledgeable in the same area, who provides assurance to Council that this activity is well-managed and that decisions have been reached following due process and appropriate consultation. The stated intentions include to reduce bureaucracy, increase executive decision-making without the need for more committees, empower managers, and to make the most of the talents of lay members of the Council. One can see the benefits in this system but there are also risks of blurring the lines between governance and management (notwithstanding the safeguards in the operational guidelines) and detracting from the responsibility of the Council to exercise collective governance where all members feel able to contribute to key decisions. There is no evidence that any other Russell Group University has followed Exeter, but it is a model worth referring to here as a point of comparison.

One of the elements of Exeter’s dual assurance system is the greater use of task and finish groups. In this case, there is a sector-wide trend towards the use of such groups for particular projects or to tackle a particular problem or initiative in depth. They can combine the talents or interests of members of the Council together for a defined period with members of the executive, widening the responsibility to find a solution with a diversity of viewpoints. They may be established by the Council itself or one of its Committees.

The problem of facilitating strategic discussions by a large body such as the Council might also be addressed by the use of digital technology. Several digital platforms have the function of creating “meeting rooms” or “break-out rooms” for small groups. If the business of the Council were to be organised along the lines suggested in the next section, meetings could incorporate pre-arranged groups focusing on a particular topic (subjects that have featured in the period of this Review would be, for example, the balance of spend in the University between staff and other costs, or the dependency on China for a source of international student income).

Recommendation 17: That the Council adopt a systematic approach to involving its members in the formative stages of policy, projects, and strategy. This would include green papers preceding white papers before major decisions were taken, focused strategy days on key themes, the formation of task and finish groups for particular purposes either dependent from the Council itself or one of its Committees, and the potential use of digital platforms to create smaller groups for focused discussion on particular strategic topics. MEDIUM PRIORITY

13. The business of Council

A Regulatory and Compliance Map

This Review is not intended as an audit of compliance, regulatory standards and requirements. Universities are beset by an increasing burden of monitoring, regulation and oversight both in their core business and as they extend their activities into new fields. The University principally needs to rely on its audit function, assurances from the University Secretary and General Counsel coordinating with responsible officers, and overall scrutiny from the Council’s Governance Committee to provide the necessary satisfaction to HEFCW and other agencies. This is work in progress and has been hampered by the demands of the pandemic. It was good to see the systematic mapping of recommendations from recent governance reviews against action taken or in progress at the March meeting of the Governance Committee. It would be best practice to extend that map to all statutory and regulatory requirements imposed on the University for periodic consideration by the Governance Committee. Responsibility for compliance and assurance would remain distributed. The University Secretary and General Counsel should, however, take responsibility for oversight of the overall system (but not responsibility for the individual elements of compliance). She will ensure that those responsible for each element have effective processes in place to secure the necessary compliance and will provide timely assessment and assurance to the Governance Committee and relevant executive groups about their adequacy.

There is strong agreement about the challenges and opportunities facing Cardiff. These are articulated in the Way Forward: Recast Covid-19 and its sub-strategies. The pandemic has had a serious impact but many of those I have spoken to can see that it has also pointed the way to working differently and setting new priorities. Cardiff must become financially sustainable, the single most cited ambition that interviewees raised with me. Progress has been made but other pressing questions will bear upon long-term stability and the headroom for investment. There is a growing agenda of major strategic issues facing all universities: investment in digital education, content, and the pedagogic skills required for blended and online education; the outcome of the promised student funding review in England and its wider impacts across the Nations; major problems about the affordability of pensions and the impact of changes to costs and benefits on staff morale and organisational culture; the impact of the results of the REF; changes in international student markets and the financial consequences of those; the culture wars besetting campuses; the UK government’s intention to legislate on freedom of speech duties; and the rising concerns about staff and student well-being are ones that most universities would cite.

There is in addition to these UK-wide topics, a significant agenda of change in Wales. The proposed establishment of a Commission for Tertiary Education and Research (CTER) in 2023, a new Welsh Government sponsored body, would lead to the dissolution of the HEFCW and create a regulated tertiary sector shortening further the arms-length relationship with government. How and whether the approach taken to funding by the CTER will rectify the perceived historic under-funding of teaching and research in Wales is unknown. In that context, and in addition to the impact of the REF results in 2022, the implementation of the recommendations of the Reid Review into Research and Innovation in Wales will be material to the University.(13) Other impending initiatives such as the International Learning Exchange Programme, to be developed and administered by the University, referred to earlier in this Report, and the establishment of the new North Wales Medical School at Bangor University will also be of significance to the University’s strategy.

The role that effective and efficient governance can play to identify, advise on and establish the priorities for Cardiff in this complex landscape will be vital to its future. This report and the discussions that have led to its completion will I hope be of value to members of UEB, the Council and the Senate as they discharge their different but interlocking responsibilities for the success of the University.

Jonathan Nicholls

May 2021

Annex: Summary of recommendations

HIGH PRIORITY RECOMMENDATIONS

Recommendation 1: That regular informal sessions be timetabled between members of the Council and the President and Vice-Chancellor, accompanied as he wished by selected members of the UEB.

Recommendation 2: That normally all scheduled briefings and discussion sessions be open to all members of the Council.

Recommendation 5: That the Council consider and adopt a protocol for the balance between digital and in-person meetings and how digital technology can be used to enhance engagement by its members with different groups and individuals in the University.

Recommendation 7: That a standing Nominations [Sub-]Committee [of the Governance Committee] of the Council be established as soon as possible and that its terms of reference include responsibilities for keeping under review the composition of the membership of the Council, including its profile against the agreed skills matrix, receiving feedback from annual appraisals of members, overseeing individual and programmatic member development, undertaking recruitment, planning succession and maintaining a pipeline of potential new members, and promoting equality and diversity of all kinds in discharging its responsibilities. The [Sub-] Committee would lead the process for all appointments to lay membership of the Council, to the roles of Chair and Vice-Chair, to the role of Senior Independent Governor (see Recommendation 7) and to the positions of Chairs of Council Committees.

Recommendation 8: That the Council appoint, on the recommendation of the Nominations [Sub-] Committee, a Senior Independent Governor, who is not the Vice-Chair or a Chair of a Committee of the Council, and whose responsibilities would be to advise the Chair, act as an intermediary for the other members of the Council, be a trusted intermediary between the President and Vice-Chancellor and the Chair as needed, and to lead or facilitate the annual appraisal of the Chair.

Recommendation 10: That the Council consider, on the advice of the President and Vice- Chancellor and his senior colleagues, how it can develop a systematic approach with the Senate to receive effective annual assurance on the maintenance of academic quality and standards.

Recommendation 11: That the Council formally assign to the Audit and Risk Committee the role of providing periodic assurance on the method and evidential base for the provision of annual assurance by the Senate to the Council on academic quality and standards.

Recommendation 15: That the completion of the scheme of delegation be prioritised as a matter of urgency both as a matter of best practice, to promote the streamlining of

University business, and as a keystone element for the most effective relationship between UEB and the Council and between the President and Vice-Chancellor and the Chair of the Council.

Recommendation 18: That the governance team create a map of all statutory and compliance conditions or obligations imposed on the University, including the person or team responsible for each one, their status, and actions underway where full compliance is not indicated. The map should be reviewed regularly by the Governance Committee.

Recommendation 20: That the practice be revived of presenting a set of agreed key indicators to each meeting of the Council including those that would enable it to measure the status of organisational culture.

Recommendation 22: That, following consultation with the individuals and bodies concerned, a decision be taken as to whether the remit and the scope of the role of University Secretary and General Counsel be extended to include authority and oversight of all governance arrangements in the University.

MEDIUM PRIORITY RECOMMENDATIONS

Recommendation 3: That the lessons learnt, and the practices adopted, about how to communicate and consult swiftly and effectively through the pandemic become part of a new approach for a post-pandemic internal communication strategy.

Recommendation 4: That consideration be given to an annual meeting for all members of the University with the Council, perhaps on the same (or an adjacent following day) as the meeting at which the financial statements are approved. Brief presentations would be made, and pre-submitted questions answered.

Recommendation 9: That the Council consider introducing a scheme of regular attendance by small numbers of lay members of the Council to the Senate on an annual rotation, or to limit such attendance as part of their initial induction or later governor development.

Recommendation 12: That discussion take place, led by the President and Vice-Chancellor, about when and how a review of the effectiveness of the Senate might take place. As a consequence of the outcomes of such a review or sooner, a programme of induction for new members of the Senate and opportunities for the development of those serving on it be introduced.

Recommendation 13: That the induction and development programme for all members of the Council be reviewed by the Nominations [Sub-] Committee to consider whether it most effectively meets general and personal objectives, the latter derived from annual appraisal discussions. Responsibility for coordinating and supporting the programme be vested in the University Secretary and General Counsel.