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The University Council

Terms of Reference and Minutes

Purpose

The Audit and Risk Committee is responsible to Council for adequate and effective risk management, control and governance (including ensuring the probity of the financial statements and the effective management and quality assurance of data submitted to funding bodies) and for the economy, efficiency and effectiveness of the institution’s activities.

Terms of Reference

1. To keep under review the effectiveness of the risk management, control and governance arrangements and provide an opinion on the adequacy and effectiveness of these arrangements in an annual report to Council and the Vice-Chancellor

2. To advise the Council on the appointment of the external auditors, the audit fee, the provision of any non-audit services by the external auditors and any questions of resignation or dismissal of the external auditors.

3. To discuss if necessary with the external auditors, before the audit begins, the nature and scope of the audit.

4. To discuss with the external auditors problems and reservations arising from the interim and final audits, including a review of the management letter incorporating management responses, and any other matters the external auditors may wish to discuss (in the absence of management where necessary).

5. To consider and advise the Council on the appointment and terms of engagement of the internal audit service (and the head of internal audit, if applicable), the audit fee, the provision of any non-audit services by the internal auditors and any questions of resignation or dismissal of the internal auditors.

6. To review the internal auditors’ audit risk assessment and strategy; to consider major findings of internal audit investigations and management's response; and to promote co-ordination between the internal and external auditors. The committee will ensure that the resources made available for internal audit are sufficient to meet the institution’s needs (or make a recommendation to the Council as appropriate).

7. To review the internal auditors' annual report, and management responses.

8. To monitor the implementation of agreed audit-based recommendations, from whatever source.

9. To ensure that all significant losses have been properly investigated and that the internal and external auditors, and where appropriate the HEFCE accounting officer, have been informed

10. To oversee the institution’s policy on fraud and irregularity, including being notified of any action taken under that policy.

11. To satisfy itself that suitable arrangements are in place to promote economy, efficiency and effectiveness and provide an opinion on the adequacy and effectiveness of these arrangements in an annual report to Council and the Vice-Chancellor.

12. To satisfy itself that suitable arrangements are in place for the management and quality assurance of data submitted to funding bodies and provide an opinion on the adequacy and effectiveness of these arrangements in an annual report to Council and the Vice-Chancellor.

13. To receive any relevant reports from the National Audit Office, HEFCE and other organisations.

14. To monitor annually the performance and effectiveness of external and internal auditors, including any matters affecting their objectivity, and to make recommendations to the Council concerning their reappointment, where appropriate.

15. To consider elements of the annual financial statements in the presence of the external auditors, including the auditors’ formal opinion, the statement of members’ responsibilities and the statement of internal control, in accordance with HEFCE’s Accounts Directions.

16. In the event of the merger or dissolution of the institution, to ensure that the necessary actions are completed, including arranging for a final set of financial statements to be completed and signed.

17. To have regard to the schedule and outcome of academic reviews and audits conducted under the auspices of the Senate, with a view to avoiding duplication of effort in determining the schedule of business audits.

18. To recommend to Council the establishment, terms of reference and composition of any time or task-limited working groups deemed necessary to develop, advance or review the Committee’s business.

19. To satisfy itself that suitable arrangements are in place for the management of health, safety and wellbeing, including consideration of relevant reports prepared by management and recommendation of adoption of such reports by Council.

Purpose

To consider matters concerning the effective and efficient use of physical and human resources, financial performance and sustainability and to provide assurance and make recommendations as appropriate to Council.

Terms of Reference

1. To consider, review and advice Council on financial, estates, human resources and information technology strategy, ensuring alignment with the University's overall strategy.

2. To consider and review University financial performance, including monitoring and scrutiny of:

  • quarterly management accounts;
  • financial key performance indicators;
  • financial impact of student recruitment and registration;
  • income generation and business opportunities;
  • efficiency and cost reduction related activity;
  • bank covenants.

3. To ensure compliance with all HEFCE financial requirements and obligations.

4. To consider and make recommendations to Council regarding:  

  • the Annual Finance Statement and related documents;
  • HEFCE financial returns and forecasts (including TRAC);
  • three year budgets for the University Group including capital budget and associated cashflow;
  • the adoption of Financial Regulations;
  • the adoption of relevant policies, including Treasury Management and Investment;
  • borrowing policy, including approval of new borrowings;
  • capital expenditure plans in excess of £5 million:
  • fees chargeable by the University.

5. In relation to Human Resources (HR) matters, to:  

  • consider, advise and make appropriate recommendations to Council on all aspects of HR strategy, including policy and procedures;
  • monitor the University's annual staff profiles and trends, including employee perception data;
  • monitor progress against HR plans in relation to recruitment, leadership and professional development, performance management and employment policies and procedures;
  • consider the impact of and proposals for implementation of national collective bargaining on the University's objectives.

6. In relation to Estates matters, to:

  • consider, advise and make appropriate recommendations to Council on all aspects of the Estates strategy, including policy and procedures;
  • monitor the University's capital expenditure programme to ensure it is on time, on budget and on specification;
  • review capital proposals for recommendation to Council;
  • ensure all capital acquisitions and disposals accord with the overall strategy;
  • ensure the effective use of the estate, particularly in relation to utilisation and efficiency.

7. In relation to Information Technology (IT), to:

  • consider, advise and make appropriate recommendations to Council on all aspects of the Estates strategy, including policy and procedures;
  • monitor progress on the implementation of the IT strategy;
  • ensure that the IT strategy reflects current thinking and practice;
  • ensure that the IT strategy meets academic needs and developments;
  • ensure the IT strategy complements the Estates strategy.

8. In relation to International matters, to:

  • consider, advise and make appropriate recommendations to Council on all aspects of International strategy;
  • have oversight of the operation of any overseas operations in which the University is involved;
  • have oversight of policies and procedures relating to international students, including compliance with UKVI and other external requirements.

9. To establish such sub-committees or time limited task groups as may be required to enable the Committee to effectively discharge its terms of reference.

Purpose

The Governance, Nominations and Ethics Committee advises Council on its membership and representation on other internal and external bodies and the operation and effectiveness of corporate governance arrangements. It is also responsible on behalf of Council for the University’s ethics framework  and for development, implementation and monitoring of policies, procedures, codes of practice and guidelines in relation to ethical issues.

Terms of Reference

  1. To advise Council on the operation and effective discharge of the University scheme for corporate governance and the appropriate delegation of Council’s authority.  
  2. To advise Council on developments and good practice in governance and the conduct of Council business, taking cognisance of national guidelines.  
  3. To advise Council on proposed changes to the University’s Charter and Statutes  
  4. To make recommendations to Council in respect of the process for the appointment of a Vice Chancellor or Acting Vice-Chancellor in accordance with Statute 3  
  5. To make recommendations to Council in respect of the appointment of    
    • a Chancellor      
    • Independent Members of Council in accordance with Statute 4      
    • Internal Members of Council other than those appointed by methods prescribed in Statute 4.3      
  6. To approve mechanisms to enable effective assessment of the contribution of Council members (at least annually) and to report to Council on the output from such mechanisms, including development needs.  
  7. To review and monitor the membership needs of the Council and its standing committees (including the need for appropriate succession planning) and to solicit, receive and review names of potential members  
  8. To advise Council on the appointment of Council representatives on other bodies.  
  9. To advise Council on the establishment, terms of reference, composition, membership and disestablishment of its standing committees and their standing sub-committees.  
  10. To consider where appropriate the removal of Council members for good reason, to enable the Chair of Council to submit motions to Council as specified in the Ordinances.  
  11. To monitor and report to Council on the effective operation of the Council’s standing committees and their sub-committees and time or task-limited working groups.  
  12. To advise Council on mechanisms to ensure engagement and communication with internal and external stakeholders.  
  13. To recommend to Council the establishment, terms of reference and composition of any time or task-limited working groups deemed necessary to develop, advance or review the Committee’s business.  
  14. To develop an ethics framework for the University, to be approved by Council.  
  15. To ensure that institutional policies, procedures, codes of practice and guidelines take appropriate account of ethical issues and area consistent with the University’s ethics framework.  
  16. To ensure that Council is apprised of the effective operation of the above arrangements in support of Council’s overall responsibility for ethics governance.  
  17. To oversee and ensure the effective operation of the University’s whistleblowing procedure.

Purpose  

To determine the remuneration of senior managers and staff of the University as defined by the Committee.  The Committee shall meet as required but no less than twice a year.  

Terms of Reference  

  1. To receive and review comparative information on salaries, other emoluments, conditions of service and general pay trends in the higher education sector where relevant.    
  2. To determine on behalf of Council the salary, other remuneration (including performance reward payments), performance criteria and conditions of service of the  following positions;      
    • Vice-Chancellor        
    • Deputy Vice-Chancellor        
    • Registrar        
    • Pro Vice-Chancellors        
    • Director of Finance        
    • Director of Human Resources        
  3. Exceptionally, the Committee may determine the remuneration of other senior managers and staff, for example when proposed levels of remuneration depart significantly from national and/or sector wide benchmarks.    
  4. To approve the design of, and determine targets for, any performance/merit related pay arrangements operated by the University and approve the total payments made under such schemes.    
  5. To ensure that all provisions regarding the disclosure of remuneration, including pensions, are fulfilled.    
  6. To determine a material financial settlement for i) the Vice-Chancellor and ii) where settlements are outside of normal policy, any member of staff listed in [II] above, in the event of individuals specified in i) and ii) leaving the employment of the institution in circumstances where that is deemed appropriate.    
  7. In respect of Professorial staff and any individual on the management scale the Committee will: (i) receive and review comparative information on salaries, other emoluments and conditions of service in the higher education sector and review decisions made by the Vice-Chancellor in that context; and (ii) approve the overall reward policy.    
  8. To set the terms of reference for any remuneration consultants who advise the Committee.    
  9. To deal with other relevant remuneration matters referred to it by the Council.    
  10. To recommend to Council the establishment, terms of reference and composition of any time or task-limited working groups deemed necessary to develop, advance or review the Committee’s business.    
  11. To review the Terms of Reference as required but normally no less than once every three years.        
  12. To publish its Terms of Reference on the University's website.

Purpose

The Student Experience Committee (SEC) is a Committee of Council which monitors and considers the student academic experience at the University to enable Council better to understand the nature of the student experience at Salford and to make its assurance statement as part of the annual accountability return to HEFCE.

The Committee will receive reports on the student academic experience, outcomes and standard of awards, and challenge assurances from within the University.

Terms of Reference

1. To receive and consider reports and assurances from the University which would support the Council in making the following assurance statements to HEFCE:

  • The governing body has received and discussed a report and accompanying action plan relating to the continuous improvement of the student academic experience and student outcomes. This includes evidence from the provider’s own periodic review processes, which fully involve students and include embedded external peer or professional review;
  • The methodologies used as a basis to improve the student academic experience and student outcomes are, to the best of our knowledge, robust and appropriate;
  • The standards of awards for which we are responsible have been appropriately set and maintained;
  • (from December 2017 relating to 2016/17 activity) the governing body has received a report that confirms that the provider continues to meet the standards of Part 1 of the European Standards and Guidance (2015).

2. To sample the stages of the journey set out below and seek assurance that all elements of the journey are focussed on continuous improvement and meeting agreed KPIs and nationa lbenchmarks (reporting to Council and the Executive as appropriate if such assurance is not achieved):

a) pre-entry, welcome and induction

b) teaching and learning experience

c) learning resources and environment

d) student support

e) student satisfaction

f) transition, retention and progression

g) employment and other outcomes

h) alumni experience

i) equality, inclusion and diversity

3. To satisfy itself that the University meets its legal and compliance obligations on matters relating to equality, inclusion and diversity, and to ensure that suitable arrangements are in place for the management of equality, inclusion and diversity, including the monitoring and oversight of such arrangements.

4. To consider any other relevant matters referred to the Committee by Council or other Committees thereof.