Responding to the Consultation on the new CUC Code of Governance for Higher Education  

Governance Code Consultation

The Committee of University Chairs (CUC) is consulting on its draft Code of Governance for Higher Education.

In Autumn 2025 the CUC invited contributions to the refresh of its Higher Education Code of Governance. The CUC saw the update as 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.”

In November last year we published our contribution to the CUC Code review which addressed each of the 10 areas set out in the consultation call.

CUC has now published a draft for public comment and is inviting responses by 10 May (a pretty short consultation period which suggests it feels pretty confident that the current draft is not going to change much).

How has the code been strengthened and extended?

In the covering letter accompanying the consultation we are advised that the code has strengthened requirements in some areas and added new provisions. These cover:

• culture and behaviours;
• oversight of strategy, sustainability, risk and assurance;
• clarity on board primacy, including in relation to academic assurance;
• board performance assessment and development.

As previously, Shakespeare Martineau is responding as an organisation with an active interest in higher education, with considerable experience in governance matters and one which wishes to see further improvements in governance in the sector. We believe it is important that the CUC and other similar codes exist independently of the regulator given the diversity of the sector and range of governance arrangements in place. We would encourage others to respond too and share our thoughts here for your information.

What are the key areas of interest?

Given that this is a near final version of the code (it is draft 6.5 apparently) we are restricting our comments to several main areas of interest where we believe the CUC may wish to give a little further consideration to the document. In broad terms we are supportive of the code and feel it represents a useful development from the previous edition. The continuation of the ‘apply or explain’ approach is welcome.

The areas we think may require some amendment are:

• Accountability issues;
• Culture and behaviours;
• Strategy;
• Board structure and composition;
• Academic governance;
• Board development;
• Effectiveness reviews.

Although there are areas where we feel some change is required, on the whole we view this draft as a positive development and especially welcome the restatement of the importance of institutional autonomy as a foundational principle.

What role does the board have in ensuring executive accountability?

There are several references to the board holding the executive to account. While this makes sense in broad terms there is a question about whether in fact the board can go further than holding the Vice-Chancellor to account for the performance of their executive appointees (noting that the Secretary is also accountable to the board). Point 5 in Section 1 states that the board must “satisfy itself” on executive leadership and this seems to us to be a more appropriate framing.

What expectations should there be in relation to culture and behaviours?

Section 2, on culture and behaviour, is strongly articulated and a positive addition to the code. We have concerns about point 6 in this section though which states:

“Periodically, the Chair should facilitate a meeting of the independent board members without the executives present to facilitate a full and frank airing of views.”

If by ‘independent’ members this means excluding not only executives but staff and student members then we would have significant concerns about such an approach which we believe should only be considered in the most extreme circumstances. It also seems inconsistent with point 10:

“all board members, including those who are also students or staff share the same responsibilities. All members’ primary duty is to act in the interests of the institution, which includes respecting confidentiality. Board members should not be excluded from discussions simply because they are students or staff.”

Who is responsible for institutional strategy?

The preamble to Section 3 states:

“The board collaborates with the executive in setting the institutional strategy. The Board is responsible for overseeing the strategy’s effective delivery.”

This is a clear statement of the position and acknowledges the way in which strategy development normally takes place. It is slightly at odds with the Foundational Principles at the beginning of the document though which suggest an exclusive board responsibility for setting the strategy. The Foundational Principles should be adjusted to align with Section 3.

What are the key issues relating to board structure and composition?

While there is much that we feel is sensible in Section 4 about board composition we are concerned that there is an encouragement here for boards to see remuneration as a default position, the absence of which necessarily requires consideration of “potential adverse implications for overall effectiveness.” The vast majority of CUC members do not currently remunerate, and, in relation to those members who are charities, the Charity Commission’s position remains that the principle that trustees should be volunteers and unpaid is important to maintain public confidence in charities. We have commented on these issues before including in this recent blog for HEPI and strongly feel that there should be encouragement to boards to consider these issues briefly, succinctly and only occasionally.

How should the board engage with academic governance?

This section is an important addition to the code. However, it does in our view require some careful sharpening up to ensure it captures more accurately the aspects of academic governance it is seeking to address. There appears to be some confusion in the drafting about assurance in relation to academic standards, the quality of education provided and assurance about academic governance arrangements overall. Additionally, the combination of assurance relating to teaching and research and knowledge exchange confuses maters further as the approaches here are very different.

The stress on the importance of board members engaging fully with these issues and with the academic and student communities as a key component of understanding these fundamental issues is extremely welcome.

The points relating to TNE are welcome and ensuring effective continuing Board oversight we would argue is as important as initial approval and worthy of consideration for shifting from ‘should’ to ‘must.’

How should board development be addressed?

There is a strong emphasis on board member induction and ongoing support and development which is particularly welcome. This appears in several sections in the code though and it may be worth considering if it should all be consolidated into Section 6.

While the lessons of the Gillies review into the governance failings at the University of Dundee are addressed here in a number places in the code, we think that one of the key findings, relating to the need to promote sustained curiosity on the part of board members about different facets of institutional activities, could be emphasised in this section.

What is the future for effectiveness reviews?

The code states that boards must regularly review their own performance, including through the use of independent board effectiveness reviews. The CUC heard feedback from its original consultation on the need to revise the approach to effectiveness reviews and intends to publish further guidance on this when the final code is issued. We welcome this having long been concerned that the standard model of governance effectiveness is out of date and such reviews now require an alternative format. Our preferred approach involves the deployment of a different and more intelligent approach to governance compliance. We look forward to seeing the additional guidance when it is published but, in the meantime, do please get in touch if you wish to explore our approach to governance effectiveness reviews.

The closing date for response is 10 May

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