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’s Remuneration Committee is responsible for determining pay and reward for designated colleagues, including designated senior staff. 

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 2023/24 designated senior staff were: 

• The Vice-Chancellor. 

• The Chief Operating Officer. 

The Remuneration Committee is Chaired by a Governor, who is not the Chair of the Board of Governors. 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 Leadership and Management remuneration. For example, the remuneration of the Pro-Vice Chancellors. 

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 the wider context of the Higher Education sector, University performance, market rates of pay, inflation, 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 University-level performance data. 

• 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. 

• Wider benchmark remuneration data for senior staff in other sectors, from a variety of external sources. For example, the annual report from The Senior Salaries Review Body (SSRB). 

• The current median pay ratio of the Vice-Chancellor to all colleagues. 

During 2023/24 the Remuneration Committee met once, in July 2024. This was a face-to-face meeting, with full attendance from Committee members.  

At this meeting, the Committee addressed several agenda items, including: 

• Annual review of the Remuneration Committee constitution and Terms of Reference. 

• Continued adoption of the CUC Higher Education Senior Staff Remuneration Code. 

• Oversight of the annual pay award for senior managers on spot salaries and the Senior Management pay scale. 

• Annual review of Pro-Vice Chancellor pay arrangements. 

• Annual review of designated senior staff performance and remuneration. 

As has been well documented in the Higher Education sector, financial sustainability remains a significant challenge for many Universities. This reflects several factors, notably the continued freeze in domestic tuition fees (which has the effect of reducing University income in real terms over time), inflationary pressures impacting the cost of operations, and wider factors that have influenced the number of students choosing to commence Higher Education (for example, changes to immigration rules for some potential international students). 

At the University of Winchester, several actions were taken during 2023/24 to strengthen the financial position. These actions included Voluntary Severance Schemes for colleagues, compulsory redundancies, and wider cost saving measures (for example, review of other operating expenditure). The Remuneration Committee were cognisant of this context when reaching decisions relating to remuneration for designated senior staff.  

Given the challenging market context, and despite the strong performance of designated senior staff during the past twelve months, the Remuneration Committee made the difficult decision to not make an annual pay award (consolidated or non-consolidated) for designated staff in 2024.  

1. The Committee noted that the Vice Chancellor had previously not accepted salary increases (of 3% respectively) offered in both 2022 and 2023. 
   
   
2. The Committee noted that the VC’s salary expressed as a multiple of the median of all other employees of the University was reported as 5.7 in the most recent published Annual Report and Accounts.    

The Committee confirmed that the sole reason for not making an annual pay award (consolidated or non-consolidated) for designated staff in 2024 was the University’s financial context, and that in a ‘normal’ year, the strong performance of the designated staff, coupled with the wider benchmarking data reviewed, would have supported a pay award being made. 

The contribution of the designated staff in driving sustained transformation across the University during 2023/24 was noted and strongly supported by the Remuneration Committee on behalf of the Board of Governors.  

The Remuneration Committee was also aware, in reaching the decision for designated senior staff, that the University had taken a decision to not make an annual pay award for wider Senior Leadership and Management roles in 2024 – again, reflecting the University’s financial context. The Committee noted, in particular, the continued development of senior colleagues, and the positive individual and collective contributions that the Senior Leadership and Management team have made to the University’s performance over the past year. 

In aggregate, this means that no Executive, Senior Leader, or Manager of the University of Winchester has received an annual pay award for 2024. The Committee noted that this, in no way, reflected the performance, contribution or impact of those designated senior staff, wider Senior Leadership and Management colleagues, who continue to work tirelessly to transform the University and provide the best possible student and staff experience. 

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