Within the national framework that applies to all colleges, each individual college establishes its own systems and structures to deliver effective governance. This section lists the documents relating to governance and definitions of roles and responsibilities that will be peculiar to each college.
Instrument and Articles of Government
The Articles of Government define the roles and responsibilities of the governing body, its committees, the principal and the clerk and make provision for audit and staffing matters. It is the key document that sets out how an individual college is to be governed.
Prior to 2011, the Instrument and Articles were the same for all colleges, but the Education Act 2011 gave colleges the power to vary their Instruments and Articles provided that certain key features are included. Broadly, a college’s Instrument of Government lays down the number of governors colleges must have in each category (staff, students and so on), by what means and for how long governors are to be appointed, and how meetings should be called and conducted.
The role of the principal
Every college’s Instrument and Articles must include a requirement for the governing body to appoint a chief executive, who is normally the principal of the college, and a clerk, and to make their respective responsibilities and those of the governing body clear. These responsibilities are not specified in law, although the financial memorandum (for further education colleges) or funding agreement (for sixth form colleges) does state an expectation that the principal will be the accounting officer for the college.
Most colleges’ Articles continue to define the role as set out in the pre-2011 Articles of Government. These made the principal responsible for making proposals in relation to the college’s educational character and mission, organising, directing and managing the college and dealing with staff matters within an overall framework set by the Board.
Other senior members of staff
In many colleges, a small number of senior members of staff are appointed by, and are directly accountable to, the governing body. These staff are known as ‘senior post-holders’. Because it appoints and directly manages senior post-holders, the governing body has obligations to these individuals as their employer that it cannot delegate to the principal. In this respect, the position of a senior post-holder in relation to the governing body is analogous to that of the clerk (who in some colleges is classified as a senior post-holder).
The role of the clerk
Like the principal and other senior post-holders (if any), the clerk is appointed by and is accountable to the governing body. The role and responsibilities of the clerk, like those of the principal are, these days, a matter for the governing body to determine. The clerk is still generally expected to act as the governing body’s principal adviser on governance matters. Along with the Chair, the Foundation Code of Governance assigns a leadership role in the development of effective governance to the clerk. It is important for governors to know what they can expect of the clerk and the ways in which s/he should be able to help them.
Code of conduct
The Foundation Code of Governance requires the governing body to establish, and requires governors to follow, a Code of Conduct that has regard to the accepted standards of behaviour in public life. They should follow the seven ‘Nolan Principles’ of leadership:
Issues such as the collective responsibility of the governing body, the way in which potential conflicts of interest are managed and the approach to be taken to confidential information should all be covered in the Code of Conduct.
These are the rules by which the governing body manages its business. They amplify the requirements of the Instrument of Government concerning the calling and conduct of meetings, and provide details of how the business of the governing body is to be conducted.
Risk management arrangements
Every college is required under the terms of its financial memorandum or funding agreement to have effective risk management arrangements in place. There should be a document available to all governors that describes these arrangements and explains how key strategic risks are identified and managed.
To help control financial risks, colleges put in place financial regulations. These set out how the college will comply with its legal obligations in relation to financial management and ensure probity, propriety and value for money in the use of public funds. Top-level financial regulations (usually supplemented by more detailed financial procedures issued by the college's management) are the responsibility of the governing body, and should be regularly reviewed.
Committee terms of reference and scheme of delegation
Every college is required under the terms of its financial memorandum or funding agreement to have an audit committee.
The UK Corporate Governance Code also expects bodies to establish a nomination committee (in further education, this is normally called a search committee) and a remuneration committee. Colleges that have adopted the Foundation Code and the Audit and Accountability Annex are not subject to any such requirement. In practice, though, most colleges delegate the recruitment and consideration of candidates for Board appointment and the remuneration of the principal, clerk and, if relevant, other senior post-holders to committees.
The terms of reference and membership of these committees and of any other committees that the governing body may have established (for example, to deal with financial or educational issues at a level of detail that is not appropriate for a full Board meeting) should be made available to all governors.