Towards Effective and Ethical Governance – Our Contribution to the CUC Code Review

The Committee of University Chairs (CUC) is inviting contributions to the refresh of its Higher Education Code of Governance. The CUC believes that this update represents an opportunity for the sector to develop a framework for governance which is “future facing, flexible and able to manage the challenges facing the sector.”

Shakespeare Martineau is responding as an organisation with an active interest in higher education, with a good deal of experience in governance matters and one which wishes to see further improvements in governance in the sector. It is important that the CUC and other similar codes exist independently of the regulator given the diversity of sector and range of governance arrangements in place.

We offer up just a few key points in each of the 10 areas which form the consultation.

We will be making a more comprehensive submission to the CUC too. If you would like a copy of this fuller paper to help inform your response then please do email paul.greatrix@shma.co.uk and we will forward it to you.

The consultation is open until 28 November 2025 and we encourage everyone with an interest in higher education governance to submit their comments.

1. Rules and application

The design of the code will shape its influence on practice. We are interested in how best to balance clarity of expectation with flexibility, and how boards should be expected to apply it.

Points for response

• The code should be principles-based. There is already excessive prescription in the regulatory landscape.
• We very much believe that the code should continue as “apply or explain” – CUC is not a regulator.
• Regarding the Charity Commission, it is important that CUC does not seek to regulate on behalf of the commission.

2. Diversity of the sector

The UK higher education sector includes a wide variety of providers - large and small, research-intensive and teaching-led, generalist and specialist institutions and institutions in four different nations.

Points for response

• CUC will wish to bear in mind the overall burden of regulation and that the impact of this will be felt much more keenly in smaller institutions.
• Scotland has adopted its own code and Wales has high level principles – both appear to work alongside the CUC Code.

 3. Demonstrating impact

A key challenge is ensuring the code influences practice, and that boards can demonstrate effectiveness to themselves and stakeholders.

Points for response

• The code in itself cannot ensure that boards are able to collect and present evidence of their effectiveness. However, it already carries real force even though it is not formally part of the regulatory architecture.
• Inevitably, following the governance failings at the University of Dundee, all boards will be taking a hard look at every aspect of their operations, structure and culture. Rethinking the approach to effectiveness reviews must be a part of this. Too often, these reviews are seen as tick-box exercises and too procedurally focused.
• Traditional approaches to assuring governance effectiveness are no longer fit for purpose. The new code could usefully indicate the importance of boards seeking to commission a more robust approach to effectiveness review than hitherto.

4. Academic assurance, research and student outcomes

Boards, typically composed of mainly non-academic governors, must oversee academic performance while respecting academic freedom and research quality and integrity.

Points for response

• Boards cannot replicate or supplant the work of senates/academic boards in overseeing quality and standards. In dialogue with these academic bodies they need to work through what kind of assurance they wish to receive from them.
• As part of their induction and ongoing involvement with the institution all board members could be engaging more with the academic and student communities.

5. Financial sustainability and strategic risk

Boards face significant financial pressures and must balance innovation, academic quality and mission with risk management. Effective horizon scanning, scenario testing, and resilience are critical.

Points for response

• As with many of the other points here there are some important issues arising from findings of the Gillies report.
• Boards need to adopt a disciplined approach to risk and risk developments should be considered for placing near the top of the agenda at every board meeting.
• There needs to be a regular dialogue between the board and the executive, involving the secretariat too, about the information and data required.
• Basic financial literacy for all board members is essential.

6. Culture, behaviours and ethical leadership

Effective governance relies on appropriate and effective relationships between independent governors and leadership teams, supported by the right culture and behaviours, potentially around constructive challenge, support for leadership, disciplined scrutiny, providing guidance and adding value to institutional leadership. Boards must also set the tone for effective and ethical leadership.

Points for response

• Boards could usefully receive regular reminders of institutional values, the Nolan principles and the CUC code.
• Following Gillies, curiosity should be explicitly encouraged as a core expectation.
• Regular appraisal of members by the Chair, and of the Vice-Chancellor by the Chair, is important.
• Behaviours are critical – boards should have an open, constructive and critical environment where everyone speaks, everyone is treated the same and no members are above others.
• Periodic effectiveness reviews could usefully focus on culture too, not just process.
• In terms of the expectations for the conduct and relationships of the Chair, Secretary, and Vice-Chancellor, this is vital for effective operations.

7. Governance in urgent or disruptive situations

Recent crises, from financial shocks to misconduct cases, have highlighted the importance of agile but accountable governance.

Points for response

• There has to be an acceptance at time of crisis that the board is likely to need to meet more frequently. Sub-boards, taking action on behalf of the whole board, should generally be avoided (this is also a Gillies recommendation).
• The code should advise boards to plan what they would do in such a scenario – at least in outline.

8. Board composition and skills

Board composition is central to effective governance. Issues include board size, diversity, remuneration, skills mix, succession planning, meeting frequency, composition and the role of student and staff governors.

Points for response

• All governors are the same – student and staff governors may need additional briefing, support, induction and training.
• Boards could be advised that it is not necessarily helpful to spend excessive time debating their size rather than ensuring their focus is on getting the balance right in terms of diversity, academic and student input and the right skill sets.
• The approach to the recruitment and selection of new members along with induction, training and updating of governors needs to be purposeful and seen by all as vital for sustaining a positive governing body culture. Student involvement is also key.
• Debates about governor remuneration can be as unhelpfully distracting as extensive discussion about board size.

9. Stakeholder engagement, transparency and accountability

Universities operate in a complex web of stakeholders, including (but not limited to) staff, students, regulators, funders, local communities, trade unions, and government. It is important that boards have a good understanding of the interests and perspectives of stakeholders to inform decision making.

Points for response

• Regular informal events involving external stakeholders and members meeting outside formal board meetings, eg over dinner, can be helpful.
• Boards should be encouraged to be as open and transparent as possible.
• There could helpfully be more encouragement for board members to engage regularly with the academic and student communities.

10. Future challenges for governance

The sector faces emerging challenges - including technological disruption, geopolitical shifts, demographic change, and societal expectations - which will shape governance needs over the next decade.

Points for response

• The future-proofing of governance comes with sustaining a high-level principles-based approach which places the main responsibilities on boards themselves to act appropriately, ethically and sustainably.
• Boards could usefully be advised to spend more time attending to themselves to ensure they are in the best place to respond to future challenges. This requires an open approach to addressing weaknesses in board culture and committing to open dialogue and future enhancement.

Other points

There are several other points we would wish to make:

• Conflicts of interest seem to be more of an issue than in the past. The refreshed code could helpfully comment further on this.
• Given the key messages emerging from the Gillies report, it is to be hoped that the code comprehensively addresses the recommendations it contains.
• There should be encouragement to governing bodies to ensure that their behaviour in engaging with effectiveness reviews should avoid being defensive.
• The vital role of a properly empowered Secretary could usefully be reinforced in the main code. The January 2024 Practice Note commented on the importance of a “strong, robust, effective secretary” as an indicator of effective governance.

Finally, just a reminder that if you would like a copy of the more comprehensive submission we have made to the CUC then please do email paul.greatrix@shma.co.uk and we will forward it to you.