The Board Of Governors

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 Board of Governors is responsible for the appointment and removal of the external auditor and outsourced internal audit providers.

The University’s Board of Governors comprises persons appointed under the University’s Articles of Association, which were adopted by the Board of Governors in March 2011 and updated 02 July 2025.

Membership of the Board can be drawn from the local and regional community, the private sector, the Winchester Diocese, and from university alumni. A member of the academic staff is elected from the Senate, and a member of the Professional Services is appointed to join. There are four ex-officio Governors: The Bishop of Winchester, the Vice-Chancellor, the President of the Student’s Union, and a member of the Senior Staff nominated by the Vice-Chancellor. Governors that are not ex-officio serve an initial term of three years and are eligible for re-appointment to the Board at the end of that term. The maximum length of time a Governor that is not ex-officio can serve is nine years. In accordance with the Articles of Association, the Board will consist of no fewer than 14 and not more than 18 members.

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

Meeting dates for 2026/27: 30 September, 02 December, 27 January, 24 March, 7 July

Finance and Resources Committee

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

Meeting dates for 2026/27:  09 November, 01 March, 14 June.

Finance and Resources Committee. Terms of Reference 26-27.pdf

 

Risk and Audit Committee

The Risk and Audit Committee is responsible for exercising governor oversight and reporting to the Board on the adequacy and effectiveness of the University’s risk management strategy, and control and governance (including ensuring the probity of the financial statements.) The Committee also satisfies itself that suitable arrangements are in place to promote economy, efficiency and effectiveness.  It oversees policies related to ethical and other behaviours, including whistleblowing, anti-bribery, material adverse or reportable events, fraud and irregularity etc. – including being notified of any action taken under these policies. On behalf of the Board, the Committee also has oversight of the University’s academic outcomes, having sight of the annual degree outcome statements and quality assurance reports.   

The 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, reviews their investigation reports, and the implementation of all agreed audit-based recommendations. Committee members have the option to meet annually to consider auditor performance and to advise the Board on future appointments. The members are also entitled to meet at least once a year with just the external and internal auditors.

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. 

Committee membership

Meeting dates for 2026/27:  17 November, 16 March, 29 June.

Risk and Audit. Terms of Reference 26-27.pdf

 

Nominations Committee

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

Meeting dates for 2026/27:  14 September, 18 January, 17 May

Nominations Committee. Terms of Reference 26-27.pdf

 

 

 

People and Culture Committee

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

Meeting dates for 2026/27:  20 October, 23 February, 25 May 

People & Culture Committee. Terms of Reference 26- 27.pdf

 

Remuneration Committee

Remuneration Committee Annual Statement (2024/25) 

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 2024/25 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 and data published by the Higher Education Statistics Agency (HESA).
  • 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 2024/25 the Remuneration Committee met once, in July 2025. 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.
  • Annual review of Pro-Vice Chancellor pay arrangements.
  • Annual review of designated senior staff performance and remuneration.

Considering all the information available, the Remuneration Committee made the following pay awards for designated staff for 2025/26:

a. The Committee awarded a 1.4% consolidated pay increase for the Vice-Chancellor, effective from 1st August 2025. A non-consolidated award was not made.

i. This increase followed no pay award (consolidated or non-consolidated award) during 2024 (as part of a wider pay freeze for Senior Leadership roles), and decline, by the Vice-Chancellor, of consolidated awards granted by the Committee in 2022 and 2023.

b. The Committee awarded a 1.4% consolidated pay increase for the Chief Operating Officer, effective from 1st August 2025. A non-consolidated award was not made.

i. This increase followed no pay award (consolidated or non-consolidated award) during 2024 (as part of a wider pay freeze for Senior Leadership roles).

The level of pay award for designated staff (i.e. 1.4%) was equal to that confirmed through national pay bargaining for 2025/26, as set out by UCEA in their full and final offer to the Joint Higher Education Sector Trade Unions on 4 July 2025.

a. The University extended the same level of pay award to wider Senior Leadership roles for 2025/26 (i.e. Deans and Directors). These roles, alongside designated staff and the Pro-Vice Chancellors were subject to a pay freeze during 2024.

The Committee also approved changes to the Pro-Vice Chancellor Pay Scale, resulting in a streamlined pay scale, to which role holders were re-aligned. This decision reflected external benchmark information and was taken to ensure the ongoing competitiveness of pay arrangements.

Finally, the Committee noted that the Vice-Chancellor’s salary expressed as a multiple of the median of all other employees of the University was reported as 5.3 in the most recent Annual Report and Accounts, a figure that may have been higher had the Vice-Chancellor accepted salary increases awarded in 2022 and 2023. The Committee also noted that this median was towards the lower end of comparative pay ratios nationally for ‘Heads of Providers’ for the same period.

Committee Membership

Meeting date for 2026/27: 07 July 2027

Terms of Reference Remuneration Committee 2025 -26

 

Useful Documents