Middlesex University
Financial Statements 2015/16
Corporate governance
All Governors are able to take independent professional advice in the furtherance of their duties at the University’s expense and have access to the Clerk to the Board, who is responsible for ensuring that all applicable procedures and regulations are complied with. The appointment and removal of the Clerk are matters for the Board of Governors as a whole.
Formal agendas, papers and reports are supplied to Governors in a timely manner, prior to Board meetings. Briefings are also provided on an ad hoc basis.
The Board of Governors has a strong and independent non-executive element and no individual or group dominates its decision making process. The Board of Governors considers that each of its non-executive members is independent of management and free from any business or other relationship which could materially interfere with the exercise of their independent judgment.
There is a clear division of responsibility in that the roles of Chair and Deputy Chair of the Board of Governors are separated from the role of the University’s Chief Executive, the Vice-Chancellor.
Appointments to the Board of Governors Any new appointments to the Board of Governors are a matter for the consideration of the Board as a whole. The Board of Governors has a Governance and Nominations Committee that considers the skills set available to the Board and issues of succession planning. It also advises on mechanisms for securing the services of new Governors, including advertisement and interviews, and identifies preferred candidates to the Board. The Board also has responsibility for ensuring that appropriate training is provided as required.
Finance Committee
The Finance Committee meets three times a year and comprises three independent members of the Board of Governors who meet with members of the Executive team. It provides oversight and scrutiny of the University’s financial performance against budget and re-forecasts and reports any significant variances to the Board of Governors. These meetings provide more time than is available within the full Board meetings for a small cohort of nominated Governors to monitor and review the University’s financial management.
Audit and Risk Committee
The Audit and Risk Committee meets three times a year, with the University’s external and internal auditors in attendance. The Committee comprises of four independent members of the Board of Governors and two co-opted members, and considers detailed reports together with recommendations for the improvement of the University’s systems of internal control and management’s responses and implementation plans.
The Committee reports to the Board on the adequacy and effectiveness of the University’s arrangements for:
— Risk management, control and governance;
— Financial reporting (i.e. the integrity of financial reporting arrangements, including the corporate governance statement and the statement of members’ responsibilities as reported in the annual financial statements);
— Economy, efficiency and effectiveness (Value for Money); — Data quality
It also receives and considers reports from the Higher Education Funding Council for England as they affect the University’s business and monitors adherence to the regulatory requirements. While senior executives attend meetings of the Audit and Risk Committee as necessary, they are not members of the Committee and the Committee has the opportunity to meet the Auditors on their own for independent discussions.
The University’s internal auditors monitor the systems of internal control in accordance with an agreed plan of input and report their findings to management and the Audit and Risk Committee.
Management is responsible for the implementation of agreed audit recommendations and the internal auditor undertakes periodic follow up reviews to ensure such recommendations have been implemented.
The Audit and Risk Committee also advises the Board of Governors on the appointment of internal and external auditors and the remuneration for both audit and non-audit work.
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