Ordinance 4: The Council

(1)

Ex Officio Members of the Council will hold office so long as they continue to occupy the positions by virtue of which they became members.

(2)

The Council will appoint sufficient independent members to the Council as is required to maintain an independent majority.

(3)

The initial term of office for independent members will be three years, or such shorter period as the Council may determine. Independent members may be reappointed for a further term of up to three years, and thereafter on an annual basis for up to three further years, at the discretion of the Council. Except where paragraph 4.3(1) applies, the maximum term of office for independent members will be nine years, unless otherwise determined by the Council.

(4)

Where an appointed member of the Council, other than an independent member, ceases to be a member of the staff or a student of the University, their appointment as a member of the Council will terminate with immediate effect.

(5)

A member of Council may resign their office at any time by giving written notice to the Secretary to Council. The position will become vacant from the date of receipt of the notice, or the date of resignation specified in the notice (whichever is later).

(6)

In accordance with Statute 5, any member of the Council (other than an ex officio member) may have their term of office automatically terminated if that member:

(a) fails to attend three consecutive meetings of the Council without permission of the Chair or good cause, or

(b) is not “fit and proper” to act in such capacity as determined by criteria set by the Regulator, or

(c) is disqualified under the Charities Act 2011 from acting as a charity trustee.

(7)

Any member of the Council (other than an ex officio member) may be removed from their office for good cause if at any time the Council is satisfied that:

(a) the member is medically unable or unfit to discharge the functions of a member, or

(b) there has been a loss of confidence in the members’ ability or fitness to perform the duties of their office, or

(c) removal of the member is necessary or expedient and in the best interests of the University, to protect the reputation or assets of the University.

The procedure for member removal will be set out in the Code of Corporate Governance.

(8)

Members of the University Council will not receive any remuneration for their services as Council members. Reasonable travel and subsistence expenses incurred in attending meetings relating to the work of the Council will be reimbursed, upon presentation of appropriate evidence of expenditure.

(1)

The membership of the Nominations Committee will be as follows:

(a)

the Chair of Council, who will be the Chair of the Committee; ex officio

(b)

the Vice Chair of Council (Vice Chair); ex officio

(c)

the Vice-Chancellor; ex officio

(d)

the Provost; ex officio

(e)

the Treasurer; ex officio

(f)

two Pro-Vice-Chancellors appointed by the Vice-Chancellor; and

(g)

two independent members of the Council appointed by the Council.

(2)

The Nominations Committee will have the following functions:

To keep under review:

(a)

the periods of membership of persons appointed to membership of the Council.

(b)

(c)

suggestions from any member of the University as to the names of individuals who might be considered for appointment to independent membership if the Council

(d)

approaches to recruitment and succession planning in relation to independent and external members and role-holders on Council and Council committees.

(e)

the process by which the Chair of Council, Vice-Chair of Council and Treasurer are appointed.

(f)

any matters relating to governance referred to it by the Council.

To recommend to the Council:

(a)

the appointment of independent members of the Council and individuals external to the University to membership of Council Committees.

(b)

the process by which the Professional Services member of University staff is recruited or elected for appointment to membership of the Council.

(c)

the individual to be appointed as the Professional Services member of University staff to membership of the Council.

(d)

proposals related to governance matters referred to it by the Council.

(1)

Members appointed by the Senate

(a)

The Senate may appoint up to four academic members of the Senate to the membership of the Council.

(b)

Members of the Council appointed by the Senate will hold office for a period of up to three years commencing on the first day of August in the year in which they are appointed and may be appointed for a further period of three years, except that a member of the Academic Staff appointed by the Senate who ceases to be a member of the Senate will cease to be a member of the Council with immediate effect. The maximum term of office for members appointed by the Senate will be nine years, unless otherwise determined by the Council.

(c)

All members of the Senate will be invited to suggest names of Senate members for consideration for appointment to membership of the Council. Such suggestions should be submitted in writing to the Secretary to the Senate.

(d)

If the number of nominations for academic members of staff received is equal to or less than the number of vacancies to be filled, the person or persons nominated will be deemed elected.

(e)

If the number of nominations received for academic members of staff exceed the number of vacancies to be filled, a secret electronic ballot will be held among the members of the Senate, the candidate or candidate(s) receiving the highest number of votes being elected.

(2)

Student Representatives

(a)

The Students’ Union President and one other elected Sabbatical Officer will be appointed as representatives of the students of the University to the Council.

(b)

Student members will hold office for no more than one year commencing on the first day of their term of elected office and ending on their last day of elected office according to the Students’ Union’s governing documents. Student members may serve for more than one term of office on the Council if so elected to the office of President or other Sabbatical Officer position.

(1)

The Chair of Council will be appointed for an initial term of up to five years and will be eligible for reappointment for one further term. If the appointed Chair is already a member, the initial term of office under this paragraph starts from the date of appointment as Chair of Council.

(2)

The Vice-Chair of Council will be appointed for an initial term of three years and will be eligible for reappointment for one further term.

To approve the appointment of:

a. The Chair and Vice-Chair of Council

b. Members of the Council, as provided for under Statute 5.

c. The Chancellor, the Pro-Chancellors, the Vice-Chancellor, the Treasurer and the Secretary to Council, after consultation with the Senate where prescribed.

(1)

If a member of the Council has a direct or indirect personal or pecuniary interest in any matter to be considered, that member must disclose the interest before the matter is discussed. The member must, if requested by the Council, withdraw from the meeting during the discussions.

(2)

Paragraph 4.6(1) will not prevent the Council from considering and voting upon proposals for the University to insure the members of the Council against liabilities incurred by them arising out of their office.

(1)

Any member of the Council who is a member of the staff of the University must withdraw from any part of a meeting which deals with their conduct, pay or conditions of service.

(1)

The Secretary to Council will be responsible for providing secretarial services to the Council, and to any committee appointed by that body, and for the provision of operational and legal advice in relation to compliance with the Charter, Statutes, Ordinances and Regulations, and the Standing Orders of the Council.

(1)

Art Collection Committee

(2)

Audit and Risk Committee

(3)

Finance and General Purposes Committee

(4)

(5)

(6)

(7)

(8)

(9)

University Estate and Environment Committee