Council Committees

Council Ordinance 5

Council Committees

5.1 FINANCE COMMITTEE

Membership

There shall be a Finance Committee of the Council with the following membership:

  • Chair of Council, ex-officio or his/her nominated representative
  • The Vice-Chancellor and President, ex-officio
  • The Vice-Principal, ex-officio
  • One Pro-Vice-Chancellor
  • Three other Independent members of Council [one as Chair/Chairman of the Committee];
  • Director of Finance;
  • Two members of staff currently serving on Council.
  • The President of the Union of Brunel Students

Officers in attendance are:

  • The Chief Operating Officer
  • The Director of Finance
  • The Secretary to Council shall be Secretary of the Finance Committee.

Period of Office

The members of the Committee, other than the ex-officio members, shall serve for a period of not more than three years [renewable once for a period of three years]

Appointment of Chair

The Council shall appoint a Chair from among its members, other than those who are members of the staff or students of the University, who shall hold office for such periods as may be determined by the Council.

Meetings

The Committee shall meet at least three times a year.

Quorum

The Chair and four members of the Committee, of whom at least one [excluding the Chair] shall be an independent member of Council, shall constitute a quorum. In the absence of a quorum no business shall be transacted other than the adjournment of the meeting. At the adjourned meeting the business for which the original meeting was called may be completed in the absence of a quorum.

Procedure

The Committee shall regulate its own procedures for the conduct of its meetings.

POWERS, DUTIES & FUNCTIONS

Subject to the terms of the Charter and Statutes, the Committee shall have the following powers, duties and functions:

  1. To regulate the finances, accounts and investments of the University.
  2. To develop annually a financial strategy setting out the parameters to be taken into account in the development of the annual budget. This strategy shall be presented to Council for its approval.
  3. To review the constituent elements of the annual consolidated budget of the University, including revenue, capital and cash flow forecasts, and make recommendations to Council as to its approval
  4. To authorise capital expenditures, loan-financed schemes, and investments in subsidiaries and associated companies, which are consistent with the approved annual budget; those which are not consistent, but have the support of the Committee, should be referred to Council for final approval.
  5. To review periodically the effectiveness of the process of formulation, appraisal and management of capital projects
  6. To review interim reports of actual and forecast outturns against the approved budgets, and to draw Council’s attention to any materially significant variations in revenues, expenditures (including capital expenditures) and cash flows
  7. To approve the annual budgets of the University’s trading activities, self-financing institutes and subsidiary companies and to monitor, as appropriate, the actual and projected outturns
  8. To review the consolidated annual financial statements of the University, including the accounting policies applied, the report of the external auditors and their Management Letter, and to make recommendations to Council as to the approval of such financial statements
  9. To control the use of the University’s reserves
  10. To review periodically the performance of the various staff pension schemes to which the University contributes, assess the impact of surpluses or deficits in those schemes on future contributions, make appropriate representations to the managers of those schemes, and report any significant concerns to Council
  11. To approve detailed arrangements for effective financial control and to ensure that recommendations are made to Council on a timely basis to amend and update the Financial Regulations accordingly
  12. To review the audited annual accounts of the Union of Brunel Students and to maintain general oversight of its financial health
  13. To ensure the proper use of public funds in accordance with the Financial Memorandum between the University and the Higher Education Funding Council for England, and in accordance with Funding Agreements between the University and the Training and Development Agency for Schools.
  14. To recommend to Council the appointment of the University’s bankers, investment managers and financial advisors, but not the Auditor or Auditors specified in clause 12 of the Statutes, whose appointment and remuneration shall be fixed by Council on the recommendation of the Audit Committee
  15. To establish as required, and receive reports from, specialist groups competent to advise the Committee on technical matters. Such groups may include persons that are not members of the Finance Committee
  16. To submit the minutes of its meetings to Council together with such other reports as may be appropriate or required.

5.2 AUDIT COMMITTEE

Membership

Membership should comprise at least 3 members of Council, plus co-opted members, all of whom shall be independent and non-executive. The Chair of Council should not be a member.

Period of Office

The members of the Committee, other than the Chair, shall serve for a term of three years renewable once. The Chair shall be appointed by Nominations Committee, from the independent members of Council, for a period of four years [non-renewable].

Terms of Reference

  1. To gain assurance that the University’s risk management, internal control and governance arrangements are adequate and effective and, in this regard, to scrutinise representations made by management, internal auditors’ opinions on areas they reviewed, the external auditors’ management letter and such other sources of assurance as may be available.
  2. To advise the Council on the appointment of external auditors, the audit fee, the provision of any non-audit services by the external auditors and any questions of resignation or dismissal of the external auditors.
  3. To discuss if necessary with the external auditors, before the audit begins, the nature and scope of the audit.
  4. To discuss with the external auditors problems and reservations arising from the interim and final audits, including a review of the management letter incorporating management responses, and any other matters the external auditors may wish to discuss (in the absence of Management where necessary).
  5. To consider and advise Council on the appointment and terms of engagement of the internal audit service (and the head of internal audit, if applicable), the audit fee, the provision of any non-audit services by the internal auditors and any questions of resignation or dismissal of the internal auditors.
  6. To review the internal auditors’ audit needs assessment and the audit plan; to consider major findings of internal audit recommendations and Management’s response; 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 University’s needs (or make a recommendation to Council as appropriate).
  7. To monitor the implementation of agreed audit-based recommendations, from whatever source.
  8. To ensure that all significant losses, as a result of fraud or other irregularity, have been properly investigated and that the internal and external auditors, and where appropriate the HEFCE Accounting Officer or other funding body, have been informed.
  9. To oversee the University’s policy on fraud and irregularity, including being notified of any action taken under that policy.
  10. To oversee the management and quality assurance processes of data submitted to HESA, HEFCE and other funding and statutory bodies.
  11. To satisfy itself, based upon representations from Management and advice from the internal auditors, that satisfactory arrangements are in place to promote economy, efficiency and effectiveness and to monitor and evaluate the University’s Value for Money strategy
  12. To receive any relevant reports from the National Audit Office, the HEFCE and other organisations.
  13. To monitor annually the performance and effectiveness of external and internal auditors.
  14. To consider the annual financial statements in the presence of the external auditor, including the external audit report and opinion, any relevant issue raised in the external auditors management letter, the corporate governance statements, including the statement of internal control and any other audit related matters. Appropriate reliance will be placed on the Finance Committee’s review of the process of drawing up the accounts, accounting principles and their application, financial disclosures and accounts adjustments and financial strategy, planning and performance.
  15. To review recommendations from the internal auditors in respect of the effectiveness of the process of formulation, appraisal and management of capital projects.
  16. To review the consolidated annual financial statements of the University, the report of the external auditors and their Management Letter, and to make recommendations to Council as to the approval of such financial statements.

Authority

  1. The Committee is authorised by Council to investigate any activity within its terms of reference. It is authorised to seek any information it requires from any employee, and all employees are directed to co-operate with any request made by the committee.
  2. The Committee is authorised by Council to obtain outside legal or other independent professional advice and to secure the attendance of non-members with relevant experience and expertise if it considers this necessary, normally in consultation with the designated officer and/or Chair of Council. However, it may not incur direct expenditure in this respect in excess of £10,000 per annum, without the prior approval of Council.

Quorum

The meeting shall be quorate when two members of the Committee, one of whom must be a member of Council, are present.

Frequency of Meetings

Meetings shall normally be held at least three times each financial year. The external auditors or internal auditors may request a meeting if they consider it necessary

Attendance at Meetings

The Chief Operating Officer, the Director of Finance (or equivalent) and representatives from the internal auditors and external auditors shall normally attend meetings where business relevant to them is to be discussed. However, at least once a year the Committee shall meet with the external and internal auditors without any Officers present.

Reporting procedures

The Committee will prepare an annual report for the University’s financial year. The report will be addressed to Council and designated officer, summarising the activity for the year and any significant issues that have arisen up to the date of the report, which affect the opinion referred to below. It will give the committee’s opinion on the adequacy and effectiveness of the University’s risk management, control and governance arrangements and the arrangements for security economy, efficiency and effectiveness.

Clerking arrangements

The Secretary to the audit committee will be Secretary to Council, or other appropriate independent individual.

5.3 HEALTH AND SAFETY COMMITTEE

Title

The full title of the committee is the Brunel University Health and Safety Committee.

Reporting Line

The committee reports to the Vice-Chancellor and to Council through Council’s Health and Safety Assurance Committee.

Purpose and Functions

The committee consists of representatives of University management, staff and students. It has both an executive and a consultative role in fostering best practice and continuous improvement in the standards of health, safety and welfare of all campus users.

In its executive role, the committee is responsible to the Vice-Chancellor and Council for:

  1. Adopting policy and procedures to facilitate the development and maintenance of safe systems of work and compliance with existing and impending legislation;
  2. Agreeing appropriate objectives and timescales;
  3. Fostering the organisation and the planning necessary for effective risk management, particularly in relation to new practices, substances and plan, and in relation to contractors’ activities;
  4. General oversight of implementation, with particular reference to risk management, health and safety training, and communications;
  5. The examination of accident reports and recommendations; other internal health and safety reports; reports relating to comparable institutions and any reports from enforcement authorities;
  6. The monitoring, audit and review of the overall efficacy of the health, safety and welfare management system as outlined in 1 – 5 above;
  7. The submission of an annual report to Council. 

In its consultative role, the committee is responsible to the Vice-Chancellor and Council for ensuring effective consultation on, and promoting staff and student involvement and participation in, each of its functions.

Officers

The Committee is chaired by the Vice-Chancellor’s nominee who appoints its Secretary.

The Committee itself elects a Deputy Chair from among its members – excluding those who are ex-officio or who are co-opted.

Membership

  • The Vice-Chancellor’s nominee (the Chair)
  • Two members of Brunel staff nominated by each of the following unions: AUT, GMB, Amicus and Unison.
  • Two representatives of the Students’ Union.
  • One representative from each School.
  • The following ex-officio: Director of Residential and Catering Services; Head of Operations; Head of Health and Safety; Risk and Radiation Officer; and Occupational Health Adviser.
  • The Committee may co-opt additional members for specified purposes at its own discretion.

Meetings

The Committee meets five times a year.

The agenda and associated papers should be sent to members two weeks in advance of each meeting and the draft minutes as soon as practicable after each meeting.

The quorum for meetings is ten, excluding co-opted members.

Powers

The Committee may appoint sub-committees or working groups for specified purposes at its own discretion; and may invite other members of staff and/or students to serve on those sub-committees or groups.

For the purposes outlined in Section 3 above, the committee may require appropriate officers or qualified individuals to carry out inspections, analyse substances, and, within the limits of data protection and patient confidentiality, inspect paperwork and other records associated with university activities.

The committee may make recommendations to the Vice-Chancellor, Health and Safety Assurance Committee and Council on matters of health, safety or welfare, and may in particular recommend that specified plant or materials be prohibited from use or that specified activities be suspended, whether or not pending further investigation.

The committee may make arrangements for the training of its members.

The committee may call for reports from Schools, departmental and specialist health and safety committees and may nominate members to attend those committees.

5.4 REMUNERATION COMMITTEE

Membership

  • The Chair of Council, who shall chair the Committee
  • The Deputy Chair
  • Two Independent Members of Council nominated by Council.
  • The Vice-Chancellor
  • The Vice-Principal.

The Vice-Chancellor and the Vice-Principal shall withdraw from the meeting when his or her own salary or conditions of service or severance arrangements are being discussed.

The Committee shall be quorate when three independent members are present. Absentees will be consulted on any decisions made by the Committee

Period of Office

The members of the Committee, other than the Chair, Deputy Chair and ex-officio members, shall serve for a period of not more than three years [renewable once for a period of up to three years]

Terms of Reference

  1. The Committee shall Review and determine the salary and terms and conditions of the Vice Chancellor;
  2. Consider, on the recommendation of the Vice-Chancellor, the remuneration of all direct reports to the Vice-Chancellor and receive a report from the Vice-Chancellor on the performance of the senior management team;
  3. Review severance arrangements for members of staff remunerated in excess of £70,000;
  4. Receive a statistical report on the salary enhancements awarded to professorial and professorially-related staff;

Meetings

The Committee shall meet at least annually. The Director of People Services may be invited to attend the meetings of the Committee to provide it with advice and information. A confidential record of the meeting shall be kept by the Secretary to Council.

5.5 NOMINATIONS COMMITTEE

Membership

  • The Chair of Council, who shall chair the Committee
  • The Deputy Chair
  • Two Independent Members of Council nominated by Council.
  • The Vice-Chancellor
  • The Vice-Principal.

The Committee shall be quorate when three independent members are present. Absentees will be consulted on any decisions made by the Committee

Period of Office

The members of the Committee, other than the Chair, Deputy Chair and ex-officio members, shall serve for a period of not more than three years [renewable once for a period of up to three years]

Terms of Reference

  1. The Committee shall monitor the Skills Matrix on behalf of Council and its committees and shall seek, by a variety of means, to invite appropriate nominations for Council membership from the wider community within and outside the University
  2. The Committee, shall, having considered nominations made to it, make recommendations to the Council of persons for appointment to the Council.
  3. The Committee shall also consider and recommend to Council the composition of Council Committees, the Council members to fill vacancies on joint committees of the Council and the Senate, and members to be recommended to Council for appointment as members of the University Court. The Chair of the relevant Committee will be consulted before any proposals are submitted to Council.
  4. The Committee shall review at least annually the record of attendance of members and any other performance criteria set by Council and shall advise Council on any issues arising therefrom in accordance with Ordinance 2.12.
  5. The Committee shall advise Council on all matters relating to the governance at the University, ensuring that the Charter, Statutes, Ordinances and other policies and regulations are periodically reviewed.
  6. The Committee shall prepare written descriptions of the role and capabilities desirable in member(s) including that of the Chair and Deputy Chair.

5.6 SPECIAL PROJECTS COMMITTEE

Membership

  • 5 Independent members of Council:
  • Deputy Chair of Council (Chair)
  • Member of Finance Committee
  • Member of SPARC
  • Member of Audit Committee
  • One other member of Council, as appropriate

The purposes of the Group are:

  1. To undertake due diligence enquiries and necessary scrutiny on behalf of Council on matters of strategic or fundamental importance to the University;
  2. To report to Council as appropriate.

Meetings

The Committee will meet as required at the request of the Chair of Council or Council itself.

The Group may call “expert witnesses” (whether internal or external) in person, or to provide briefings. It may meet on University premises or elsewhere as it sees fit.

Officers

The Secretary to Council shall be Secretary to the Committee.

The following would be expected to be “on call” for any meetings: the Director of Resources and Operations, the Director of Finance and the Vice-Principal and other Senior Officers as deemed appropriate by the Chair.

5.7 There are also two non-standing committees of Council:

Page last updated: Thursday 14 August 2014