Codifying Governance – The New CUC Code of Higher Education Governance

The launch of the revised CUC code

It was good to see the launch recently of the updated Code of Governance for Higher  Education which has been developed by the Committee of University Chairs (CUC). The online launch event on 17 June was a star-studded event and featured a cameo appearance by Baroness Smith, the Minister for Skills.

The code started out as a guide for governors in the mid-1990s before becoming a guide with a code included and then a code proper in 2014. The last version was published in September 2020 and since then a good deal has changed in higher education meaning that an update was certainly due.

A review group had been working on this over some months supported by PWC and over 300 chairs, board members, staff, students and stakeholders participated in discussions as part of the consultation.

This is one of those areas where indeoth sector knowledge and HE governance experience is essential. Some of those involved in leading the redraft clearly were able to contribute on this front and we were advised at the launch event of the helpful input received from across the sector as part of the consultation process.

The launch event

There was an impressive line up for the online event including the Nicola de Iongh, the chair of the CUC, Dr Helen Galbraith, the chair of AHUA and Professor Malcolm Press as President of UUK. We also had Iain Cornish, who led the working group, and James Dunphy, CEO of CUC, and Danny Harvey from PWC, who was credited with doing much of the work.

It was something of a coup to have the minister involved in the event. Having a government minister participate in launching a higher education quasi-regulatory document really is quite unusual. While everyone involved was very upbeat and positive about the new code and congratulated each of other on their contributions, the minister’s welcome was very much a qualified one. In summary, she welcomed the code and agreed that it would help with governance but observed that, with all the systemic failings in higher education governance around in the sector, it was greatly needed.

The shadow of the Gillies report

Although not explicitly mentioned in the code the 2025 report by Professor Pamela Gillies into the governance failings at the University of Dundee does cast a long shadow over all parts of higher education governance. As noted in our recent report on the issues raised by Gillies there are some big issues that governing bodies need to work at in order to feel more confident that they are adopting the right approach, including:

• Duties and responsibilities
• Meeting regulator expectations
• Getting the paperwork right
• Sound financial reporting
• Good student involvement
• Staying curious
• Getting the governance/management divide right
• Strong communications and engagement, especially on academic matters.

Beyond this there is the fundamental issue of getting the culture right which has certainly risen in prominence as there are three times as many references to culture in the new code as in the predecessor version (27 versus 10). There is a particularly strong focus on the importance of effective financial scrutiny and, although the Gillies term ‘curiosity’ does not appear there are plenty of references to the need for challenge.

The new code

After the publication of the final draft in April we made a number of suggestions for changes. Following the consultation there have been a few small but important changes (beyond the addition of stock images and general presentational enhancements) including:

• Clarification of the definition of different categories of board members.
• Reinforcement of the principle of board collective responsibility.
• Additional points about the key role and duties of the Secretary.
• The provision relating to whistleblowing becomes ‘must’ rather than ‘should.’
• Remuneration of board members is reframed so it does not appear as an assumed norm.
• Clarification of the board’s role in relation to academic governance.

The end of the beginning

As the CUC chair put it at the launch this was the conclusion of the first phase of the code’s redevelopment and there would now be much more to come in terms of implementation including further guidance on ‘comply or explain’, effectiveness reviews and new guides on audit and remuneration.

Both CUC and AdvanceHE have since announced dates for webinars on the code and related issues and AdvanceHE is also intending to refresh its governance support work, provide new tools to help with code implementation and launch new CPD workshops, all overseen by a steering group which includes Professor Gillies as a member.

Regulatory flood

While the revisions to the CUC code are welcomed and the enthusiasm from all quarters to support institutions in their engagement with it, we do have concerns about the approach emerging in relation to implementation. Webinars and advice sessions will be helpful but the plans to publish more advice to sit alongside the code are a potential worry. There is already a significant and growing regulatory burden on institutions and more and more has been added to the work of governing bodies.

Without careful planning, what looks like helpful advice and guidance can develop over time into acquiring the status of regulation and ends up as part of a much larger framework which is bigger and more burdensome than anyone anticipated. It is really important therefore that we do not end up in a position where institutions which choose not to apply the advice provided find themselves having to explain why in the same way as for the code. With all of this planned additional advice what started as a regulatory trickle can soon turn into a flood.

Beyond the CUC code

It is important to note that the CUC code covers only one part of the higher education sector. We have worked with Independent Higher Education (IHE) which includes over 90 independent institutions in its membership, ranging from niche providers to conservatoires to much larger global institutions, to support the development of a companion code to the CUC’s publication. It is currently under revision to take on board some of the most relevant changes the CUC has decided to introduce.

Supporting good governance

We already work with many institutions and governing bodies in advising on governance issues and undertaking effectiveness reviews among other forms of support. We look forward to continuing to do more and supporting future effectiveness reviews and other related activities in future.

If you would like to learn more about our approach to reviewing governance effectiveness or other ways in which we can support you, your governing body and your institution then please do not hesitate to get in touch with our expert team.

This content is provided for general informational purposes only and does not constitute legal advice. It is not intended to address the circumstances of any individual or entity, nor should it be relied upon as a substitute for specific advice from a qualified solicitor. The information reflects the legal position as at the date specified and may be subject to change. If you require advice on a specific matter, please contact us directly.