Governance
Who governs Imperial and the protocols they follow
A1. General Provisions and Procedure for Making Ordinances
Print: Ordinance A1 - General Provisions (Feb 2014) pdf
Interpretation
- Ordinances shall not be interpreted in a manner that is contrary to the Charter or Statutes. If any doubt arises over the interpretation of an Ordinance the matter shall be referred to the President. The President shall determine the matter after reference, if necessary in the opinion of the President, to the Chairman of the Council, whose decision shall be final.
- In these Ordinance words bear the same meaning as in the Charter and Statutes, unless the context requires otherwise.
- Except where the context requires otherwise, words importing the singular number shall include the plural number and words importing the masculine gender shall include the feminine gender and vice versa.
- References to the provisions of any Ordinance include, unless the context requires otherwise, reference to the corresponding provisions of any subsequent Ordinance directly or indirectly amending, consolidating, extending, replacing or re-enacting the same.
- Except where the context requires otherwise, references to the College are to the Imperial College of Science, Technology and Medicine.
Making, Ratifying, Amending and Revoking Ordinances
6. Ordinances may be made, ratified, amended or revoked at any meeting of the Council providing that notice of the proposal was included on the agenda paper and that the views of the Senate have been sought as appropriate on any proposal which, in the opinion of the Provost, is relevant to it.
Approved by the Council 23 March 2007
Effective from 8 July 2007
Revisions approved by the Council: 7 February 2014
A2. Membership of the College
PRINT: Ordinance A2 - Membership of the College (Feb 2014) pdf
1. The following persons shall be Members of the College:
The Members of the Court;
The Members of the Council;
The Members of the Endowment Board;
The Members of Council Committees;
The Members of College Advisory Boards;
The Fellows;
The Staff employed by the College;
The Students of the Colllege.
2. In addition to those categories of person designated as Members of the College, the Council may grant membership of the College to other persons or categories of persons.
3. Proposals for such additional membership may be made to the Council provided that:
a. Any such proposal is made in writing with supporting justification to the Clerk to the Council.
b. The Clerk to the Council seeks the views of the Senate, the College Cabinet and the Provost's Board, as appropriate, before laying the proposal before the Council for its consideration.
4. The Clerk to the Council shall maintain a formal record of all decisions of the Council on such proposals for the conferment of the status of Membership of the College.
5. The Council shall have power, at the request of a member, to release that person from membership of the College, subject to the agreement of that person to continue to observe the Charter, Statutes, Ordinances and Regulations of the College.
Approved by the Council: 23 March 2007
Effective from 8 July 2007
Revised by the Council: 13 July 2007
Revisions approved by the Council: 7 February 2014
A3. Nomination, Election and Co-option of Members of the Council
PRINT: Ordinance A3 - Nomination, Election and Co-option of Members of the Council pdf
Senior Staff Members
1. The four members of the Council appointed from the senior staff of the College under the terms of Statute 3(1)(a) shall be the Faculty Deans and the Dean of the Imperial College Business School.
2. In accordance with Statute 8(4), the Faculty Deans and the Dean of the Imperial College Business School will be appointed by the Council, on the recommendation of the President. The selection panels for these posts will normally include one external member of the Council, appointed by the President in consultation with the Chairman.
3. The four members of the Council appointed from the senior staff of the University under the terms of Statute 3(1)(a) shall also be ex-officio members of the Provost's Board, as set out in Ordinance A11.
Casual Vacancies
4. In the event of a vacancy occurring on the Council before the end of the period of co-option of an External Member, the Council will co-opt a person to fill that vacancy. Any person co-opted to fill such a casual vacancy shall commence his period of office immediately, but his appointment shall be deemed to have commenced on the following 1 October for the purposes of determining that member's eligibility for further periods of membership of the Council in accordance with Statute 3(2)(c).
Elected Staff Member
5. The elected staff member is an experienced Professor who, having been elected by the academic staff members of the College enjoys the confidence of his or her colleagues and may therefore be expected to act as a conduit for academic opinion which complements that coming through the normal management structure.
6. The persons eligible to stand for election to the Council are professors who are, or have been, elected College Consul for a minimum of two years or who have been (but are not currently) heads of academic departments or medical divisions for a minimum of two years.
7. The electorate for the elected staff member of the Council shall be the academic staff employees of the College with the status of Professor, Assistant Professor, Associate Professor, Reader, Senior Lecturer or Lecturer.
8. No later than the end of the Spring Term in the session preceding that in which a vacancy will occur, the Clerk to the Council shall invite nominations for election to the Council by notice in writing to all members of the academic staff eligible to stand for election. Each person nominated for election to the Council shall be nominated by two members of the academic staff of the College, and nominations must reach the Clerk to the Council in writing by the closing date given in the notice, which shall be not less than three weeks from the date of that notice. The person nominated must confirm in writing by the closing date that he or she is prepared to stand for election.
9. If only one nomination is received to fill the vacancy on the Council, that person will be declared elected without a ballot.
10. If more than one nomination is received, a ballot will be held. The ballot notice shall include in each case only the candidate's name and permanent appointment in the College (that is without civil honours, academic and professional qualifications or temporary College appointments), together with the names of the proposer and seconder. Included with the ballot notice will be a brief curriculum vitae in respect of each candidate. The ballot notice must state the closing date for the election, which shall be not less than three weeks from the date of that notice. The person to be elected shall be determined by the operation of the single transferable vote system.
11. As soon as possible after the closing date for the election, the Clerk to the Council shall inform the candidates, their proposers and seconders of the result which shall also be announced in a College Notice to be issued as soon as possible thereafter.
Approved by the Council 23 March 2007
Effective from 8 July 2007
Revisions approved by the Council: 24 September 2010
Effective from 16 March 2011
Revisions approved by the Council: 7 February 2014
A4. Delegation of Powers of the Council
PRINT: Ordinance A4 - Statement of Responsibilties and Delegation of Powers pdf
STATEMENT OF PRIMARY RESPONSIBILITIES
1. The Council’s principal responsibilities are:
a. To approve the mission and strategic vision of the College, its long-term academic and business plans and key performance indicators, and to ensure that these meet the interests of the College’s stakeholders.
b. To safeguard the good name and values of the College.
c. To appoint the President as the College’s chief executive, and to put in place suitable arrangements for monitoring his or her performance.
d. To appoint other executive members of the Council as specified in the Statutes.
e. To delegate authority to the President, as chief executive, as advised by the President’s Board, for the academic, corporate, financial, estate and human resource management of the College. And to establish and keep under regular review the policies, procedures and limits within such management functions as shall be undertaken by and under the authority of the President.
f. To assess risk to the College and to position its management and mitigation
g To ensure the establishment and monitoring of systems of control and accountability, including financial and operational controls, risk assessment, and procedures for handling internal grievances and for managing conflicts of interest.
h. To ensure that processes are in place for regular monitoring and evaluation of the performance and effectiveness of the College against its approved plans and key performance indicators, and that where possible and appropriate, these are benchmarked against other comparable institutions.
i. To conduct its business in accordance with best practice in higher education corporate governance and with the principles of public life drawn up by the Committee on Standards in Public Life.
j. To be the principal financial and business authority of the College, to ensure that proper books of account are kept, to approve the annual budget and financial statements, and to have overall responsibility for the College’s assets, property and estate.
k. To be the College’s legal authority and, as such, to ensure that systems are in place for meeting all the College’s legal obligations, including those arising from contracts and other legal commitments made in the College’s name.
l. In accordance with the College’s Charter and Statutes, to act as trustee for any property, legacy, endowment, bequest or gift in support of the work and welfare of the College.
m. To ensure that the College’s Charter and Statutes are adhered to at all times, with appropriate advice available to enable this to happen.
n. To be the employing authority for all staff in the institution and to be responsible for establishing the College’s human resources strategy.
o. To establish processes to monitor and evaluate the performance and effectiveness of the Council itself.
n. To appoint a Clerk to the Council and ensure that, if the person appointed has managerial responsibilities in the institution, there is an appropriate separation in the lines of accountability.
DELEGATION OF POWERS
2. The delegation of Powers of the Council is defined in Statute 3(6) of the College's Statutes as follows:
“The Council may delegate any of its functions, powers and duties (other than its power to make Ordinances) to committees appointed by it, its officers, other entities (comprising its own officers or members or otherwise) or individuals, and such committees, individuals or entities may further delegate unless the Council has provided to the contrary.”
3. Pursuant to Statute 3(6), the Council has determined that the following matters may not be delegated to its committees or its officers except by resolution of the Council:
a. Final approval of the College’s Strategic Plan.
b. Final approval of the College’s Annual Budget.
c. Final approval of the College’s audited Annual Financial Statements.
d. Final approval for any capital project with a total value of more than £30M.
e. Final approval of purchases or disposals of assets, land or buildings exceeding £30M, in value other than Non-Core Assets held within the Endowment.
f. Final approval, prior to drawdown, of any borrowing facility exceeding £30M.
g. Final approval of the College’s Investment Policy.
h. The appointment of the President.
i. The appointment of the Provost and the other members of the Senior Staff appointed to the Council.
j. The appointment of the Chairman of the Endowment Board;
k. The appointment of the Clerk to the Council and of the College Secretary.
CHAIRMAN’S ACTION
4. Pursuant to Statute 3(6) the Chairman shall have delegated powers to act on the Council’s behalf between its scheduled Meetings on:
a. Items of routine business that would not normally merit discussion at a meeting of the Council;
b. Matters relating to the implementation of policies that have already been approved by the Council.
5. Where an issue arises which, in the view of the Chairman, is too urgent and important for consideration to be deferred until the next scheduled Meeting of the Council, the Chairman shall have delegated authority to take action on the Council’s behalf. Such action may, at the discretion of the Chairman, take the form of:
a. Calling a Special Meeting of the Council;
b. Consulting with the Members of the Council by correspondence;
c. Taking Chairman’s action.
6. In all cases, the Chairman will exercise great care before taking action on behalf of the Council, and will consult with the Clerk to the Council on the most appropriate course of action. Chairman’s action on matters of importance will be taken only where delaying a decision would disadvantage the College.
7. Where the Chairman has exercised his or her delegated authority to act on behalf of the Council, a written report on the action taken will be made to the next scheduled Meeting of the Council which shall give its formal endorsement or otherwise to the action.
Effective from 8 July 2007
Revisions approved by the Council: 13 July 2007
Revisions approved by the Council: 14 March 2008
Revisions approved by the Council: 24 September 2010
Revisions approved by the Council: 7 February 2014
Revisions approved by the Council: 12 May 2017
Revisions approved by the Council: 17 May 2019
A5. Confidentiality and the Declaration of Members’ Interests
PRINT: Ordinance A5 - Confidentiality (Feb 2014) pdf
Confidentiality
1. The Minutes of the Council will be made available to the Members of the College after they have been confirmed by the Council and signed by the Chairman.
2. Papers presented at meetings of the Council remain confidential to members of the Council until the Minutes of the Meeting at which they were considered are published. Papers which contain information which is commercially sensitive or confidential, or which are concerned with reserved areas of busniess will remain confidential until such time as the Chair of the Council or the Clerk determine otherwise.
3. Subject to the above, members of the Council may discuss items on the agenda of a Council meeting with non-members in a general way and on a confidential basis prior to that meeting.
Declaration of Members' Interests
4. Members of Council and/ or of Council Committees and senior officers of the College are required to make an annual Declaration of Interests with respect to their own financial and non-financial interests and those of their close family, spouse or partner. A nil return shall be made where appropriate. Any subsequent material changes to the information supplied must be notified to the Clerk to the Council as soon as they occur.
5. The Register of Interests will be held in the Clerk's Office and may be consulted by prior arrangement.
6. Any member who believes that he or she may have a direct or indirect personal or financial interest in any matter under discussion at a meeting of the Council or of the Court or of a Council Committee shall state that interest at the earliest opportunity, normally to the Chairman or to the Clerk or Secretary prior to the meeting or, if necessary, at the appropriate point during the meeting, whether or not such interests have been recorded in the Register of Interests. Such declarations shall be recorded in the Minutes.
7. Members declaring an interest should withdraw from the meeting when the relevant business is reached unless the Chairman invites them to stay. If members are invited to stay in the meeting, they may contribute to the discussion but are not entitled to vote unless the Chairman indicates otherwise. A member shall not be precluded from participating in discussion of any item of business solely because he or she is an employee or student of the College; nor shall the restriction on involvement in matters of personal financial interest per se prevent any member from considering and voting on proposals to insure the Council and its members against any liabilities which it or they might incur.
8. Members should decline to participate in any committee or working party or other body where there is a possibility that a conflict of interest may arise on a regular basis.
Approved by the Council 23 March 2007
Effective from 8 July 2007
Revisions approved by the Council: 7 February 2014
A6. Custody and Use of the Common Seal
PRINT: Ordinance A6 - Common Seal July 2020
ORDINANCE A6
CUSTODY AND USE OF THE COMMON SEAL
1. In accordance with Article 12 of the Charter, the Council shall have the custody and sole use of the Common Seal of the College.
2. The Clerk to the Council shall be responsible to the Council for the security of the Common Seal.
3. The Common Seal shall be used only to seal documents upon which the Seal is required by law or by accepted custom and usage. Within these terms, the following uses of the Common Seal are authorised:
a. Degree, Diploma and Other Certificates.
b. Legal Contracts.
c. Conveyances.
4. The Clerk may authorise the affixing of the Common Seal to documents listed in Paragraph 3 above. Otherwise, the Seal shall be affixed only pursuant to a resolution of the Council or of the Senate or by authority of the Chairman of the Council.
5. Every instrument to which the Common Seal is affixed shall be signed by any two of the following:
a. Members of the Council, except co-opted external members, the Elected Staff Member and the President of the Imperial College Union;
b. The Clerk to the Council;
c. The Assistant Clerk;
d. The principal College Officers appointed by the Council in pursuance of Ordinance D3.
6. A Sealing Register shall be kept by the Clerk, in which shall be entered the date of each occasion on which the Common Seal of the College is affixed, the nature of the instrument and the names of the members of the Council or other College Officers who sign the instrument.
7. The Common Seal shall be that approved by the Governing Body of the Imperial College on 10 July 2020, a reduced size facsimile impression of which is affixed below.
Approved by the Council 23 March 2007
Effective from 8 July 2007
Revisions approved by the Council: 7 February 2014
Revisions approved by the Council: 10 July 2020
A7. Powers, functions, membership and meetings of the Court
PRINT: Ordinance A7 - The Court (Feb 2016)
Powers and Functions of the Court
1. Imperial College London’s Court brings together alumni and neighbourhood organisations as key stakeholders, to help the College further the implementation of the College Strategy. The powers and functions of the Court are:
a. To receive an annual report on the working of the College from the President;
b. To discuss the College Strategy and its implementation and other matters relating to the College;
c. To approve amendments to the Charter on the recommendation of the Council, prior to submission to the Privy Council;
d. To make representations for the appointment of a Visitor, as provided for in the Charter.
Membership of the Court
2. The Court shall consist of the following persons:
a. The Chairman
The Chairman of the Council ex officio
b. Council Members
One non-executive Member of the Council, appointed by the Council
c. Ex officio Members
The President, ex officio
The Provost, ex officio
The Chief Financial Officer, ex officio
The College Secretary, ex officio
The Vice-President (Advancement), ex officio
Vice-President (Development and Innovation), ex officio
The President of the Imperial College Union, ex officio
d. Alumni Members
Up to 8 Members of the alumni who have recently graduated from the College, appointed by the President’s Board
Up to 8 Members of the alumni who graduated from the College more than 20 years ago, appointed by the President’s Board
e. Local Members
Up to 8 Members nominated by significant organisations in the neighbourhood of the College’s campuses (“the Nominating Bodies”). The list of Nominating Bodies shall be approved by Council and updated from time to time.
f. Clerk to the Court
The Clerk to the Court shall be the Head of Central Secretariat and Assistant Clerk to the Council.
Nomination, Appointment and Election of Members of the Court
3. For the purposes of this Ordinance, the following shall be the meaning of the terms used and procedures to be adopted for the appointment, election and co-option of members of the Court.
4. Nominated Members
a. Nominated members of the Court shall be those nominated by the Nominating Bodies whose appointment is approved by the Council. Nominees should normally be a senior member of the staff or of the governing body of the nominating body with an understanding of the College’s relationship with that body.
b. In the event of a vacancy occurring among members appointed on the nomination of one of the Nominating Bodies, that body shall be invited by the Clerk to the Court to nominate another senior person for appointment to the Court. The nomination shall be drawn to the attention of the Council at its next ordinary meeting and, if it is acceptable to the Council, the appointment shall be confirmed.
Period of Office of Membership of the Court
5. Ex officio members shall be members of the Court for the period for which they hold the position designated; other nominated and appointed members shall be appointed for a term of four years, and be eligible for re-appointment except that members shall not normally be appointed for more than two consecutive terms of four years.
6. Periods of office of nominated and appointed members shall commence on 1 October, save that any member appointed to fill a casual vacancy shall commence his period of office immediately, but that his appointment shall be deemed to have commenced on the following 1 October for the purposes of determining that member’s eligibility for further appointment.
Cessation of Membership of the Court
7. Ex officio members shall cease to be members on vacation of the relevant office.
8. Nominated members shall cease to be members of the Court if they cease to hold a senior position at the Nominating Body, or if the Nominating Body withdraws its support for its nominee.
9. Where a member of the Court becomes incapable by reason of mental disorder, the Court may resolve that such person’s membership be terminated.
10. The Court may require any member against whom a bankruptcy order has been made, or who makes a voluntary arrangement or any form of composition with his creditors, or a similar or equivalent order or arrangement in any jurisdiction or who is convicted on indictment of a criminal offence, to resign from membership.
11. Any member of the Court may resign by sending notice of resignation in writing to the Clerk to the Court.
Meetings of the Court
12. There shall be a meeting of the Court at least once a year at such day and hour as determined by the Council to discharge the powers and functions prescribed by Paragraph 1 of this Ordinance.
Quorum of the Court
13. The Court shall be deemed to be quorate when at least 10 members are present.
Transitional Provisions (2016)
14. The Council shall determine the effective day on which the new membership provisions set out in the 2016 revisions to this Ordinance shall take effect.
15. Save for ex-officio members of the Court and for other members as provided for in paragraphs 17 and 18 below, the members of the Court immediately before the effective date shall cease to be the members of the Court on the effective date.
16. Notwithstanding anything in paragraphs 1 to 13 of this Ordinance, and save for the members as provided for in paragraphs 17 and 18 below, the first appointments of members of the Court shall be made so as to take effect on the effective day in accordance with procedures set out in this Ordinance.
17. Those persons who immediately before the effective day were members of the Court nominated by the bodies mentioned in paragraph 18 of this Ordinance shall be deemed for the purposes of this Ordinance to have become members of the Court in accordance with this Ordinance on the effective day.
18. The bodies referred to in paragraph 17 above are:
the Royal Commission for the Exhibition of 1851
the Royal College of Art
the Royal College of Music
the Science Museum
the Natural History Museum
the Victoria and Albert Museum
the Corporation of the Hall of Arts & Sciences (Royal Albert Hall)
19. Notwithstanding anything in paragraphs 1 to 13 of this Ordinance any person who immediately before the effective day was an appointed or nominated member of the Court and who becomes a member of the Court on that day shall be deemed for the purposes of this Ordinance to have begun his term of office as a member of the Court on 1st October immediately following the date on which he originally became a member of the Court.
20. Notwithstanding anything in paragraphs 1 to 13 of this Ordinance, the first appointments of members of the Court shall be made so that the first term of office each of one third of the first members appointed to the Court on the effective day shall last for two years, three years, and four years respectively.
Approved by the Council 23 March 2007
Effective from 8 July 2007
Revisions approved by the Council 23 November 2007
Revisions approved by the Council 11 February 2011
Revisions approved by the Council: 7 February 2014
Revisions approved by the Council by correspondence: 5 February 2016
A8. Membership and Meetings of the Senate
PRINT: Ordinance A8 - The Senate (July 2018)
Membership of the Senate
1. The Senate shall consist of the following persons, namely:
a. Ex Officio Members
The Provost (Chair)
The Associate Provost
The Vice-Provost for Education
The Deans of the Faculties and of the Imperial College Business School
The Director of the Graduate School
The Deputy Director of the Graduate School
The Chairs of the Faculty Education Committees
The Chair of the Undergraduate Admissions Committee
The Senior College Consul
The Director of Student Services
The Director of Student Recruitment and Outreach
b. Appointed Members
One Head of Department from each of the Faculties of Engineering, Natural Sciences and Medicine, and of the Imperial Business School, appointed by and from among their number.
Three representatives appointed by the Imperial College Union, to include the Deputy President (Education) and the President of teh Graduate Students' Union
c. Elected Members
Four members of the academic staff, one from each of the Faculties of Engineering, Natural Sciences and Medicine and from the Imperial College Business School, elected by and from among the academic staff.
Four members of the non-professorial academic staff, one from each of the Faculties of Engineering, Natural Sciences and Medicine and from the Imperial College Business School, elected by and from among the academic staff.
d. Chair and Deputy Chair
The Chair of the Senate shall be the Provost.
The Deputy Chair shall be the Vice-Provost for Education, and will preside over meetings of the Senate when the Provost is unable to do so.
Appointment and Election of Members of the Senate
2. For the purposes of this Ordinance, the following shall be the meaning of the terms used and procedures to be adopted for the appointment and election of members of the Senate.
3. Ex Officio Staff Members.
a. The definitions of offices used in this Ordinance shall be as set out in Ordinance D4.
b. Ex-officio staff members may appoint a deputy to attend meetings of the Senate on their behalf when they are unable to do so. Where an ex-officio staff member is to be represented at a meeting by a deputy, the Chair and Secretary to the Senate must be informed of the name of the deputy before that meeting.
4. Appointed Members.
a. Appointed members of the Senate shall be those nominated by the Appointing Bodies listed in Paragraph 1(b) above.
b. No later than 1 June in any year that a Head of Department vacancy is due to occur the Secretary to the Senate shall invite nominations for appointment from the Heads of the Departments in the Faculties of Engineering, Natural Sciences and Medicine and in the Imperial College Business School. In the event that more nominations are received than the number of vacancies expected, an election will be held in accordance with the procedures outlined in Paragraph 5 below.
c. In the list of Nominating Bodies in Paragraph 1(b) above the "Three representatives appointed by the Imperial College Union" shall be the Deputy President (Education) of the Imperial College Union, the Presidnet of the Graduate Students' Union, and one other registered student appointed by the Imperial College Union Council in accordance with any such policy established for that purpose as determined by the Imperial College Union's Constitution.
d. In the event that an election is required to determine nominations for the appointment of the Head of Department to the Senate the Secretary shall hold a secret ballot. Voting must be completed by the closing date stated in the notice of ballot, which shall be not less than two weeks from the date of that notice. The persons to be elected shall be determined by a simple majority of those voting.
5. Elected Members of Academic Staff
a. For the purposes of this Ordinance, the academic staff entitled to vote for representatives of their academic grouping shall be those academic staff who are employees of the College with the status of Professors, Readers, Senior Lecturers and Lecturers but excluding Probationary Lecturers. Eligible members of academic staff shall be those in post as at 1 April.
b. No later than 1 June in any year that a vacancy for an elected academic staff member is due to occur the Secretary to the Senate shall invite nominations for election to the Senate by notice in writing to members of the academic staff. Each person nominated for election to the Senate from the academic staff shall be nominated by two members of the academic staff and nominations must reach the Secretary to the Senate in writing by the closing date given in the notice, which shall be not less than two weeks from the date of that notice. The person nominated must confirm in writing by the closing date that he or she is prepared to stand for election.
c. If only sufficient nominations are received to fill the expected vacant places on the Senate, those nominated will be declared elected without a ballot.
d. If insufficient nominations are received, those nominated will be declared elected without a ballot and the remaining place or places shall remain vacant for a further year, at which point the Secretary to the Senate will invite nominations in accordance with Paragraph 5(b) of this Ordinance.
e. If more nominations are received than there are vacancies, a ballot will be held for that group. The ballot notice shall include in each case only the candidate's name and permanent appointment in the College (that is without civil honours, academic and professional qualifications or temporary College appointments), together with the names of the proposer and seconder. Included with the ballot notice will be a brief curriculum vitae in respect of each candidate. The ballot notice must state the closing date for the election, which shall be not less than three weeks from the date of that notice. The persons to be elected shall be determined by the operation of the single transferable vote system.
f. As soon as possible after the closing date for the election, the Secretary to the Senate shall inform the candidates, their proposers and seconders of the result, which shall also be sent to Heads of Departments for display locally, and shall be reported in the Reporter and on the College's website as soon as possible thereafter.
6. Casual Vacancies.
In the event of a vacancy occurring before the end of the appointed or elected period of a member of the Senate, the Secretary to the Senate shall arrange for an appointment or election forthwith to fill that vacancy for the remainder of the period of office outstanding in accordance with the procedures outlined above. Any such person appointed or elected to fill a casual vacancy shall be eligible for re-appointment or re-election for each of two periods of membership of the Senate following the completion of the period of membership for which he or she was first appointed or elected.
Period of Office of Members of the Senate
7. Appointed and elected members shall be appointed or elected for a period of three years and shall be eligible for re-appointment, co-option or re-election except that members shall not normally serve for more than three consecutive terms of three years.
8. Periods of office of appointed or elected members shall commence on 1 October, save that any member appointed or elected to fill a casual vacancy shall be a member only for the unexpired portion of the period of appointment or election of the member replaced, but any such period shall be disregarded in determining that member's eligibility for further appointment or election.
Cessation of Membership of the Senate
9. Ex officio members shall cease to be members on vacation of the relevant office.
10. Appointed and elected members shall cease to be members if they cease to be eligible in the categories in which they were appointed or elected or if they send no tice of resignation in writing to the Academic Registrar.
Powers of the Senate
11. The Senate is the principal body responsible to the Council for the academic work of the College, and shall take such measures as shall appear to it to be best calculated to promote the educational work of the College and for the regulation, quality assurance and superintendence of the education and discipline of the students of the College.
12. The Senate has delegated authority from the Council to make such Academic Regulations as are necessary to fulfil its responsibilities under the preceding paragraph.
13. The Senate may establish Education Committees in Engineering, Natural Sciences, Medicine, and in the Imperial College Business School, and such other committees with such terms of reference as it deems appropriate.
Delegation of Powers of the Senate
14. The Senate may delegate any of its functions, powers and duties (other than its power to make Academic Regulations) to committees appointed by it or to its officers as it sees fit, and such committees and individuals may further delegate unless the Senate has provided to the contrary.
Meetings of the Senate
15. The Senate shall meet at least three times during the academic year. One meeting shall normally be held in each term. Additional meetings shall be called as required by the Chairman or at the written request of no fewer than one-third of the members.
16. The Senate shall be deemed to be quorate when one-third of the members are present.
Approved by the Council 23 March 2007
Effective from 8 July 2007
Revised by the Council 12 February 2010
Revisions apporved by the Council: 7 February 2014
Revisions approved by the Council: 21 November 2014
Revisions approved by the Council: 15 May 2015
Revisions approved by the Council: 13 July 2018
A9. Terms of Reference for Committees of the Council
PRINT: Ordinance A9 - Committees of the Council
TERMS OF REFERENCE FOR COMMITTEES OF THE COUNCIL
AUDIT & RISK COMMITTEE
TERMS OF REFERENCE
1. Review the effectiveness of internal control systems, risk management and corporate governance arrangements, and in particular the external auditors’ management letter, the internal auditors' annual report, and management responses.
2. Consider 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 the funding council’s accounts direction.
3. Monitor the implementation of agreed recommendations arising from internal and external audit reports.
4. Consider and approve the appointment and terms of reference 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.
5. Discuss with the external auditors each year, sufficiently before the audit begins, the nature and scope of the audit.
6. 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).
7. Consider and approve 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.
8. Review the internal auditors’ audit needs assessment, strategy and programme; consider major findings of internal audit investigations and management's response, and any other matters the external auditors may wish to discuss (in the absence of management where necessary); and 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 College’s needs.
9. Ensure that all significant losses have been properly investigated and that the internal and external auditors, and where appropriate the funding council’s accounting officer, have been informed.
10. Oversee the College’s policy on fraud and irregularity, including being notified of any action taken under that policy.
11. Receive any relevant reports from the National Audit Office, the OfS, and other organisations.
12. Monitor annually the performance and effectiveness of external and internal auditors, including any matters affecting their independence and objectivity.
13. Report to the Council at least annually on its activity for the year, and after each meeting if necessary.
14. With regards to risk:
(a) review the College’s overall approach to risk management;
(b) review and give annually its opinion to Council on the adequacy and effectiveness of the College’s risk management control and governance arrangements, including the College’s processes for identifying and assessing risks (in particular health and safety, animal care, security and IT risks) and its strategies and policies for managing them;
(c) receive and consider regular reports from the Finance Committee of their reviews of financial risks, including capital projects;
(d) review those risks (or opportunities) which have the potential to significantly impede (or advantage) the College in achieving its stated strategy
(e) discuss in depth the sub-set of risks with the highest likelihood of occurrence or highest potential impact and in particular understand the potential scenarios and outcomes if these risks were to occur and how these might be mitigated (or made more likely);
(f) work with management, legal and internal audit to ensure that ample attention is paid to the most serious or likely risks and opportunities; and
(g) recommend to Council the College’s overall risk register and bring forward specific risks or opportunities to be discussed in more depth by Council.
15. Receive for information, annual reports in compliance matters, including safeguarding.
16. Advise Council on the College’s arrangements for promoting economy, efficiency and effectiveness and on the College’s arrangements for the management and quality assurance of data submitted to the Higher Education Statistics Agency (HESA), OfS, and other funding bodies.
17. In the event of the merger or dissolution of the College, ensure that the necessary actions are completed, including arranging for a final set of financial statements to be completed and signed.
18. The Committee shall have the authority to call for any information from College officers, external and internal auditors and others which it considers necessary to discharge its responsibilities effectively.
CONSTITUTION
19. The Committee and its Chair shall be appointed by the Council from among its own members and must consist of members with no executive responsibility for the management of the College. One member of the Audit and Risk Committee (and not its Chair) may also serve on the College’s Finance Committee.
20. Members
a. A Chair to be appointed by the Council from among the external members of the Council.
b. At least two members, at least one of whom shall have recent and relevant expertise and experience in finance, accounting or auditing, to be appointed by the Council from among the external members of the Council. Member expertise in risk analysis and management is desirable.
c. The Committee shall have the power to co-opt up to two additional external members if it sees fit.
21. In Attendance (as appropriate)
The President or Provost
The College Secretary
The Chief Operating Officer
The Chief Financial Officer
The Vice Provost Research
The Vice Provost Education
The Director of Risk Management
The Director of Safety
The Establishment Licence Holder[1]
The President of Imperial College Union Internal Audit
Representatives of the external auditors
22. Secretary
The Head of Central Secretariat and Assistant Clerk to the Court and Council.
MEETINGS AND REPORTING
23. The Committee shall meet at least three times a year. The external auditors and internal auditors may request additional meetings be held if they consider it necessary.
24. The minutes of meetings of the Committee will be available to all members of the Council.
25. The Committee will prepare an annual Report for the Council and the President covering the College’s financial year and any significant issues up to the date of signing the Report and its consideration of the financial statements for the year. The Report must include the Committee’s opinion on the adequacy and effectiveness of the College’s arrangements for:
a. Risk Management, control, and governance arrangements.
b. Economy, efficiency, and effectiveness (value for money).
c. The management and quality assurance of data submitted to the Higher Education Statistics Agency (HESA), the Student Loans Company, OfS and other bodies.
26. This Report will be presented to the Council before the members’ responsibility statement in the Annual Financial Statements is signed and must be shared with the OfS each year.
QUORUM
27. The quorum shall be the Chair and one other member.
FINANCE COMMITTEE
TERMS OF REFERENCE
1. Provide for College and Council strategic and expert oversight of long-term financial plan, operational issues and budgetary decisions.
2. Provide strategic overview of finances, with a focus on longer-term financial plan (cashflow, capital investment, debt) and the actions taken by the Executive to achieve it (performance targets, resource allocations)
3. Undertake regular review of financial risks including capital projects, and report findings to the Audit & Risk Committee
4. Provide oversight of our long-term financial plan and our financial operations, and risks related to liquidity, debt, resource allocation and financial contingencies, but not of financial controls which remains with the Audit & Risk Committee
5. Review at each meeting a scorecard of a range of financial measures (e.g. liquidity, profitability) undertake an annual review of TRAC results with consideration for financial sustainability.
6. Escalate to Council any issues of more general interest or concern.
CONSTITUTION
7. The Committee and its Chairman shall be appointed by the Council from among its own members. Only one member of Council can be a member of both the Audit and the Finance Committee; and this person cannot be Chair of either committee; and the dual role has to be supported by a specific Council resolution.
8. Members
a. A Chairman to be appointed by the Council from among the external members of the Council.
b. At least one additional members to be appointed by the Council from among the external members of the Council.
c. President, Provost and CFO.
d. The Committee shall have the power to co-opt up to two additional external members, if it sees fit.
9. In Attendance
a. Chair of Audit Committee in attendance from time to time to ensure clear allocation of responsibilities between Audit and Finance Committees.
b. Director of Financial Management.
c. Director of Financial Strategy.
10. Secretary. Secretariat from the Finance team
MEETINGS AND REPORTING
11. Meet once a term phased with Council meetings in February, July and November. The meetings are structured to help College senior management team with longer term financial plan to capture opportunities and mitigate risks
12. The Chair provides a brief oral summary and a short written report to Council at the February, July and November meetings. The Committee confirms to Council alignment of annual submission of capital plan and next year budget with longer-term financial plan
13. The Finance Committee reviews and makes recommendations on all requests for capital investments and can approve requests up to £30m. All requests exceeding £30m will be escalated to Council by the Finance Committee and with its recommendation.
14. The Finance Committee will review all financial policies prior to being submitted to Council for approval.
15. Management will provide access to internal and external experts and advisors as appropriate.
NOMINATIONS COMMITTEE
TERMS OF REFERENCE
1. To keep under review the membership of the Council, the Court and of the Council’s Committees.
2. To recommend to the Council external members for co-option to the Council.
3. To recommend to the Council persons for co-option to the Court.
4. To recommend to the Council persons for nomination by those Appointing Bodies requesting nominations to be made for them.
5. To make recommendations to the Council for the membership and terms of reference of a separate Search Committee for the identification of a new President or Provost in good time before the termination of the President’s or Provost’s term of office, or on notification of the President’s or Provost’s resignation.
6. To make recommendations to the Council for the membership and terms of reference of a separate Search Committee for the identification of a new Chairman in good time before the termination of the Chairman’s final term of office, or on notification of the Chairman’s resignation, and to make recommendations to the Council for the role description and person specification for the Chairman before the Search Committee begins its search.
7. To recommend to the Council such additional definition of terms as may be necessary to facilitate the procedures for the appointment, election and co-option of persons to the Court and Council.
8. To recommend to the Council the appointment of persons to other external bodies in cases where the Council is the Appointing Body.
9. The Committee’s recommendations for appointments to the Court and Council and to other bodies shall be made to the Council as and when required.
CONSTITUTION
9. Members
a. The Chairman of the Council (Chairman)
b. Three external members of the Council, appointed by the Council
c. Three senior staff and/ or ex-officio members of the Council, not including the elected member of the staff or the Imperial College Union President, appointed by the Council.
10. Secretary
The Clerk to the Council
MEETINGS AND REPORTING
11. The Committee shall meet as required.
QUORUM
12. The quorum shall be the Chairman and two other members, including at least one external member and one staff or ex-officio member.
REMUNERATION COMMITTEE
TERMS OF REFERENCE
These terms of reference are set in accordance with the Committee of University Chairs - Higher Education Senior Staff Remuneration Code.
1. To review and approve the application of the College’s pay relativity criteria for the President and the Provost, their senior staff direct reports and members of the University Management Board. These criteria apply to the total remuneration paid by the College to these staff.
Pay Relativity Criteria: Pay is set at mid to upper quartile against appropriate external benchmarks and only adjusted:
· To address a significant misalignment of a member of staff’s salary when compared to others who have a similar size role and profile
· To aid retention of staff, based on external benchmark data
· To address equal pay differentials
· To recognise substantial and sustained exceptional ongoing individual contribution beyond the expectations of excellent performance in the role
· To recognise substantial and exceptional one-off individual contribution beyond the expectations of excellent performance in the role
2. To agree, in advance, remuneration packages outside the norm and to consider and decide any severance payments proposed for the staff specified above.
3. To review the application of the College’s reward strategy on an annual basis to ensure that remuneration practices are being managed in a fair and equitable way. This review to be informed by the following supporting data:
· Details of the across the board local pay award and any variation to benefits for all staff
· Summary information on the application of discretionary pay adjustments for all staff
· The annual equal pay audit
· The annual gender pay audit (and other specific protected pay audits as published)
· Pay ratios and relevant comparator information
· Information on numbers of staff earning a total salary of more than £100,000, with trend data on average increases for the previous five years compared to average increases for all staff over five years
· Detail of the individuals earning over £150,000 and the justification for any variation to pay (above the College across the board increase) reported on an individual basis and with reference to the College’s pay relativity criteria applied to all staff.
· Details of the expenses of senior staff and confirmation from a senior finance office that they have been claimed in accordance with the standard, published, expenses policy.
· Details of any benefits not available to all staff and the monetary value.
CONSTITUTION
4. Members
a. The Deputy Chair of the Council (Chair)
b. The Chair of Council
c. Two other external members of the Council, appointed by the Council
5. In Attendance
The Provost and the President are invited to participate in discussions on specified agenda items and to present recommendations for adjustments to the pay of their direct reports.
The Provost and the President are not present for the full meeting. No one participates in a discussion about their own salary.
6. Secretary
The Director of Human Resources
MEETINGS AND REPORTING
7. The Committee shall meet at least two times per annum.
8. The Committee, when considering the President’s remuneration, will be chaired by the Deputy Chair of Council.
9. The Committee will make an annual report on remuneration to the Council. This report will be made available on the College’s webpages after the Council meeting. The report will contain:
· A list of post holders within the remit of Remuneration Committee.
· The policy on the remuneration for post holders within the remit of the Committee.
· The choice of comparator institutions and organisations against which the College benchmarks pay.
· The policy on income derived from external activities.
· The pay multiple of the Head of Institution and the median earnings of the College's whole workforce explaining how the multiple has changed over time and any significant changes in the last year.
QUORUM
9. The quorum shall be the Chairman and two other members.
PROPERTY COMMITTEE
1. Land strategy
a) To work with the Estates Strategy Group, a committee of the President’s Board, to develop and recommend a long-term real estate strategy for the College’s consolidated estate for the next decade, which allocates land that has yet to be designated for a specific portfolio.
b) To consider and propose meanwhile initiatives as part of that strategy.
c) To review and update the strategy on an annual basis as necessary.
2. Strategic oversight
a) To provide strategic oversight to the College’s three property portfolios.
b) To evaluate and recommend new property opportunities, including joint ventures, to Finance Committee and Council (as appropriate) for funding.
c) To oversee the Investment Property portfolio within the terms of the portfolio’s Investment
Policy as approved by Council.
3. Monitoring
a) To receive a regular report on major capital projects across the three portfolios.
b) To receive a regular report on the operations of the Investment Property portfolio, detailing revenue, occupancy, cash from operations and performance against business plans.
4. Constitution: The Chair & Members of the Committee shall be appointed by the Council on the recommendation of the Nominations Committee.
5. Members: the membership shall be as follows:
a. A Chair to be appointed by the Council from the members of Council.
b. Four external members. This will include:
i. Up to two external members to be appointed by the Council, who are not members of the Council or persons holding honorary status in the College as defined by Ordinance, or students of the College, or employees of the College and who shall have recent and relevant expertise and experience to assist the Committee in fulfilling its obligations to the Council.
ii. At least one, and up to three, external members of the Council.
c. The President, Provost, CFO and Associate Provost (Academic Planning) of the College ex officio.
6. In Attendance: The Chair will have the power to invite such other persons to attend meetings as it sees fit from time to time.
7. Meetings: The Committee shall meet quarterly and may meet more often as it sees fit.
Quorum: The quorum for the College Property Committee shall be the Chair, one external member and one ex-officio staff member of the Council.
Revisions approved by Council: 2 December 2022
[1] As required by the Animals (Scientific Procedures) Act 1986
A10. Standing Orders for the Council, the Court and the Senate and for Committees of the Council and the Senate
PRINT: Ordinance A10 - Standing Orders (Feb 2014) pdf
Membership and Terms of Reference
1. The membership, terms of reference and frequency of meetings of the Council and of the Court and the Senate shall be as determined in the Statutes and the Ordinances. The membership, terms of reference, frequency of meetings of the Committees of the Council and Senate shall be as approved by the Council or Senate respectively and shall be published annually on the College's website.
Chairmanship and Vice-Chairmanship of Committees
2. Except where otherwise stated in the Statutes or Ordinances, the Chairman and Vice-Chairman of all Standing Committees and other Committees of the Council shall be appointed by the Council.
3. Except where otherwise stated in the Statutes or Ordinances, the Chairman and Vice-Chairman of all Standing Committees and other Committees of the Senate shall be appointed by the Senate.
4. The Chairman and Vice-Chairman of any other sub-committees or ad hoc committees shall normally be appointed by the parent Committee.
5. Except where otherwise stated in the Statutes or Ordinances, the term of office of the Chairman of every Committee shall be determined by the parent committee.
Committee Scheduling
6. The dates of meetings of the Council, Court, Senate and all Standing Committees of the Council and Senate for the year ahead shall be published prior to the commencement of the academic year on the College's website.
7. The dates of sub-committees of the Council and the Senate shall normally be notified at least fourteen days in advance.
8. In every instance it shall be the responsibility of the Secretary of each committee to inform members of the dates, times and venues of meetings.
Quora
9. Except where otherwise stipulated, the quorum for each Committee of the Council and Senate shall be one-third of the membership of those Committees.
Standing Orders
10. Notification of the date, time and venue of each meeting and the Agenda and papers for each meeting of a committee shall be sent by the Secretary to every member not less than seven days before each meeting.
11. A special meeting of a committee may be convened by the Chairman, or by the Secretary on receipt of a written request signed by no fewer than one-third of the members of the committee. The meeting shall be held within a minimum of ten days and a maximum of 21 days from the date of receipt of the request by the Secretary. The Secretary shall notify all members of the date, time and venue of any special meeting. No business shall be transacted at a special meeting of any committee except that for which it has been convened.
12. The Agenda for a meeting of a committee may include items marked with an asterisk, which will signify that the item(s) so marked will be expected to pass without discussion. Not less than 24 hours before the start of the meeting any member may request that the asterisk be removed, thereby permitting discussion of the item.
13. Apart from at special meetings (at which only the business for which the meeting has been convened may be transacted) supplementary agenda items may be taken at the discretion of the Chairman.
14. Agendas and papers for, and Minutes of, any meeting relating to Reserved Areas of Business as defined in Statute 6 shall be recorded separately in a confidential minute and circulated only to those members of the meeting entitled to receive them.
15. Attendance at Meetings.
a. Only duly appointed members are entitled to attend meetings. Substitutes will not normally be permitted. In exceptional circumstances and with the prior agreement of the Committee's Chairman a substitute may be permitted to attend a meeting, but will not be permitted to vote and may only contribute to a committee's deliberations when invited to do so by the Chairman.
b. A committee's terms of reference may provide for College Officers to attend meetings. The Chairman may also permit other officers to attend individual meetings where they are required to provide advice or guidance to the Committee. Officers in attendance will not be permitted to vote and may only contribute to a committee's deliberations when invited to do so by the Chairman.
c. Any member who is absent from committee meetings for twelve consecutive calendar months shall cease to be a member of that Committee unless the Committee decide otherwise.
16. Order and Conduct of Debate.
a. Any formal proposal or recommendation which appears on the Agenda or in a paper submitted to the meeting shall be put to the meeting for resolution.
b. No proposal or motion proposed during the course of a meeting shall be put to the meeting for resolution without the approval of the Chairman.
c. When an amendment to a proposal or motion has been moved and seconded, no further amendment shall be moved until the first amendment has been carried or defeated. If an amendment is carried, the proposal or motion as amended shall be considered in place of the original proposal or motion and shall become the proposal or motion to which any further amendments may be moved.
17. Voting.
a. Voting at meetings shall normally be by show of hands of those present. The votes of the majority shall decide. When equal numbers of votes are cast, the Chairman shall have a casting vote.
b. If a count takes place, the number of votes cast shall be recorded in the Minutes of the meeting.
c. Notwithstanding the terms of Paragraph 17.a. where a resolution at a meeting of the Council is put to the vote, the resolution shall only be passed where there is a majority of those voting in favour of the resolution and where there is also a majority of the external members voting in favour of the resolution.
18. Minutes.
a. Minutes of every meeting shall be kept by the Secretary, who shall be responsible for maintaining a master file of all Minutes and Papers and subsequently archiving them.
b. The Secretary shall circulate the unconfirmed Minutes to all members as soon as reasonably practical after each meeting.
c. The Minutes of each meeting shall, after confirmation, be signed by the Chairman at the succeeding meeting.
19. A Committee may, at an ordinary meeting, suspend or amend a Standing Order, provided that the suspension or amendment does not conflict with the Statutes or Ordinances, and that the suspension or amendment is approved by two-thirds of those members present and voting.
Approved by the Council 23 March 2007
Effective from 8 July 2007
Revisions approved by the Council: 7 February 2014
A11. Senior Management Boards
PRINT: Ordinance A11 - Senior Management Boards (December 2022) pdf
SENIOR MANAGEMENT BOARD
The University Management Board (UMB) is the College’s senior management committee and its role is to advise and assist the President in discharging the duties delegated to them by the Council. It considers strategic, financial, policy, governance, risk and operational issues of significance to the organisation as well as major projects and initiatives, prioritisation of resources and regulatory matters. It oversees the development and delivery of the College’s purpose, long term sustainability and academic mission. The operations, terms of reference and membership of the UMB are as defined by the President who acts as Chair of the UMB, supported by Provost as Deputy Chair.