The Board of Governors of the University, which meets formally at least five times a year, are responsible for but limited to the determination of the educational character and objectives of the University, the oversight of its activities, the effective and efficient use of resources, the solvency of the University, for safeguarding its assets and for approving annual estimates of income and expenditure.

The University’s Board of Governors comprises persons appointed under the University’s Memorandum and Articles of Association, which were adopted by the Board of Governors on 16 March 2011.
The Board of Governors is responsible for the appointment and removal of the external auditor and outsourced internal audit providers.

The Board of Governors comprises seven independent diocesan appointed members (non- executive), six independent co-opted members (non- executive), five academic governors, two professional services staff governors, one independent former student governor and one student governor. The Diocesan Governors of the Board are appointees of the Church of England by the Winchester Diocesan Synod. The student governor holds office until the end of the academic year in which the student governor is appointed or until their appointment by the students comes to an end, whichever is sooner. Other Governors (not being Governors ex-officio) hold office for a term of three years and shall be eligible for re-appointment up to a maximum of three terms, of three years each in total.

The Clerk to the Board - Stephen Dowell, Clerk@winchester.ac.uk

Meeting dates for 2024/25: 11 September, 27 November, 29 January, 26 March, 2 July

The Board has delegated to the Finance and Resources Committee governance and review of the University's financial matters, specifically, oversight of financial strategy, review of the annual budget and the five-year financial forecast, monitoring the financial and management accounts, treasury management, the long-term strategy for pensions management. The Committee also has oversight of the University's estate and infrastructure, the efficient and effective use of all University physical resources, and its fundraising activity. It may also consider other matters, determined by the Board, to support and develop the culture and behaviour within the institution, and the delivery of the University Strategic Plan. 

Committee membership

• Mary Edwards
• Chris Gaskell
• Mark Thistlethwayte
• Gavin Hunter
• Professor Sarah Greer
• Magnus Bashaarat
• Deepa Korea

Meeting dates for 2024/25:  4 November, 3 March,  9 June

Finance and Resources Committee Terms of Reference 24-25

The Risk and Audit Committee is responsible for reviewing the audit aspects of the University’s financial statements, reviews the audit plans and the final audit reports. It considers the appropriateness of the internal auditor's risk assessment and audit plans and reviews reports from them on their investigations. It monitors the implementation of all agreed audit-based recommendations.

The Committee is responsible for exercising governor oversight and reporting to the Board on the adequacy and effectiveness of the University’s risk management strategy, control and governance, the management and quality assurance of data submitted to the Office for Students, Higher Education Statistics Agency, Student Loans Company, and other funding bodies. The Committee also satisfies itself that suitable arrangements are in place to promote economy, efficiency and effectiveness. It considers reports from the Office for Students as they affect the University’s business and monitors adherence with regulatory requirements.

Members of the Committee do not have executive authority and whilst senior managers attend meetings of the Committee, they are not members. The Committee Chair is not a member of any other sub-committee of the Board. The Committee meets once a year without the external and internal auditors to consider performance and to advise the Board on the appointment of auditors. It is entitled to meet at least once a year with the external and internal auditors without any University officers present.

Committee membership

• Emma Page (Chair)
• Alison Evans
• Adam Fairhead  
• Rae Tooth
• Thura KT Win
• Professor Sarah Greer
• COO Gavin Hunter
• Professor Edward Rochead

Meeting dates for 2024/25:  19 November, 11 March, 17 June

Risk and Audit Committee Terms of Reference

The Nominations Committee regularly reviews which skills, knowledge and experience the Board requires. It leads the process for recruiting and recommending candidates to the Board to fill vacant Governor positions on the Board.

It is responsible for developing, implementing and reviewing processes for the recruitment and selection of the Chancellor, independent Governors, the Chair and the Vice-Chair of the Board, the Vice- Chancellor, and members of the Designated Staff. The Committee makes recommendations to the Board about the membership of Board Committees and those University Committees with Governor representation, seeking to ensure that committees have a balanced and appropriate range of members. It also develops, and oversees the implementation of the induction, training and development of Governors.

Committee membership

• Andrew Robinson (Chair)
• Mary Edwards
• Andrew Smith
• Dr Emma Page 
• Professor Sarah Greer

Meeting dates for 2024/25:  23 September, 13 January, 19 May

Nominations Committee Terms of Reference

This committee is responsible for the governance of employment-related matters to support and develop the culture and behaviour within the institution, and to monitor compliance with the University's legal obligations as an employer. It is accountable for ensuring that an appropriate people strategy is established, in accordance with the Governing Body's Statement of Primary Responsibilities and sets the framework for the pay and conditions and development for our staff, as well as the procedures for their appointment. The Committee also regularly receives and reviews University reports on employment matters including remuneration of staff, recruitment, staff performance, equality, diversity and inclusion, staff wellbeing, and staff development. On request, it will also provide advice on key human resources, staff development, wellbeing, and equality and diversity policies. It receives recommendations from management arising from negotiations between the University and the recognised Unions and either acts or submits recommendations to the Board of Governors as appropriate. Recommendations from the Universities and Colleges Employers' Association on conditions of service and the University's engagement in national pay bargaining processes are received and discussed at this committee. 

Committee membership

• Andrew Smith (Chair)
• Andrew Robinson
• Mary Edwards
• Chris Gaskell
• Deepa Korea
• Jonny Brason
• Professor Sarah Greer
• Bill Davies

Meeting dates for 2024/25:  8 October, 11 February, 20 May 

People and Culture Committee Terms of Reference

The University recognises the guidance set out in the Committee of University Chairs (CUC) Higher Education Senior Staff Remuneration Code, and the Remuneration Committee seeks to ensure compliance with this Code.

The Terms of Reference of the Remuneration Committee are reviewed and revised annually. This review ensures that the Terms of Reference, and the activities of the Committee, remain appropriate and compliant with relevant legislation and guidelines.

Consistent with the Terms of Reference, the Remuneration Committee has direct responsibility for determining remuneration related matters for designated senior staff.

During 2022/23 designated senior staff were:

• The Vice-Chancellor.
• The Deputy Vice-Chancellor and Provost.
• The Chief Operating Officer.

The Renumeration Committee is Chaired by a Governor, and the Vice-Chancellor is not a member of the Committee. The Remuneration Committee also maintains an oversight role in terms of the University’s approach to wider Senior Management remuneration. 

The University recognises the importance of attracting and retaining strong leaders, to ensure that it can continue to execute its strategy of Transformational Education. When considering matters of remuneration, the Committee is required to balance many factors, including institution performance, market rates of compensation, the challenging financial backdrop for UK Universities, external perceptions of senior pay and internal equity factors.

To assist in delivering this balance, the Committee has access to a range of information to inform decision making, including:
Individual and institutional performance data.
Higher Education sector pay bargaining information, from the Universities and Colleges Employers’ Association (UCEA).
Higher Education sector benchmark remuneration data for senior staff in similar profile universities (i.e. similar size/scale institutions, post 1992 institutions, institutions in the same group), including the UCEA Senior Staff Remuneration Survey.
Benchmark remuneration data for senior staff in other sectors, from a variety of external sources.
The current median pay ratio of the Vice-Chancellor to all staff.

During 2022/23 the Committee met twice, in March 2023 and June 2023. Both meetings took place in a hybrid manner, via Microsoft Teams and in-person attendance.

At these meetings, the Committee addressed several agenda items, including:

• Continued adoption of the CUC Higher Education Senior Staff Remuneration Code (March 2023).
• Oversight of the annual uplift for senior managers on spot salaries and the Senior Management pay scale (March 2023).
• Annual review of the Remuneration Committee constitution and Terms of Reference (June 2023).
• Annual review of Pro-Vice Chancellor pay arrangements (June 2023).
• Annual review of designated members’ performance and remuneration (June 2023).

As a result of the review of designated senior member’s performance and remuneration, including consideration of appropriate benchmarking information, the Remuneration Committee made the following decisions at the June 2023 meeting:
Pay awards totalling £10,555 in aggregate were agreed for designated senior staff (median 3% where awarded).

Of the above, £6,600 (equivalent to a3% salary uplift) was agreed for the Vice-Chancellor, noting a median pay ratio of the Vice-Chancellor to all staff of 5.8 in the most recently published Annual Reports and Accounts.

Following communication of these decisions, and consistent with last year (2021/22), the Vice-Chancellor notified the Remuneration Committee that she would be declining the salary uplift, due to the financial circumstances being faced by the University.

Committee membership

• Andrew Smith (Chair)
• Andrew Robinson
• Mary Edwards
• Professor Sarah Greer
• Professor Edward Rochead
• Thura KT Win

Meeting date for 2024/25:  2 July 

Remuneration Committee Terms of Reference 23-24