Corporate governance
Our governance structure
The College’s President has ultimate responsibility for Imperial College London’s strategic direction, functions and activities. She is supported in this by the Provost, who has direct responsibility for the delivery of the College’s core mission in education and research.
Three separate bodies – the Council, the Court and the Senate – each oversee different elements of the College’s activities.
Principles
The College is committed to exhibiting best practice in all aspects of corporate governance. It endeavours to conduct its business in accordance with the seven Principles identified by the Committee on Standards in Public Life (selflessness, integrity, objectivity, accountability, openness, honesty and leadership), and with the guidance to universities from the Committee of University Chairmen in its Higher Education Code of Governance, which was published in 2014 and revised in June 2018.
Legal Status
The College is an independent corporation whose legal status derives from a Royal Charter granted under Letters Patent in 1907. Its objects, powers and framework of governance are set out in its Charter and Statutes, which were granted by Her Majesty The Queen in 1998. On 4 April 2007 a Supplemental Charter and Statutes were granted by Her Majesty. This Supplemental Charter, which came into force on the date of the College’s Centenary, 8 July 2007, established the College as a university with the name and style of “The Imperial College of Science, Technology and Medicine”.
Governance and Internal Control
The Charter and Statutes require the College to have three separate bodies, each with clearly defined functions and responsibilities, to oversee and manage its activities as follows:
The Council is ‘the governing and executive body of the College’, and is responsible for the finance, property, investments and general business of the College, and for setting its general strategic direction. There are up to 23 members of the Council, the majority of whom are external members, including the Chair and Deputy Chair. Also included in its membership are representatives of the staff of the College and of the student body. None of the external members receive any payment, apart from the reimbursement of expenses, for the work they do for the College. The Council meets at least four times a year.
The Court brings together alumni and neighbourhood organisations as key stakeholders, to help the College further the implementation of its strategy. Alumni members are drawn widely from amongst those who are actively engaged with the College and College activities. Local organisation members come from those organisations with a close link to College life. Its membership also includes representatives from the Council and from the College’s senior management. The Court has 34 members in total. In addition to its active engagement in the evolving implementation of the College Strategy, changes to the College’s Charter require the approval of the Court before they can be submitted to the Privy Council. The Court normally meets once a year.
The Senate is the academic authority of the College and draws its membership entirely from the staff and students of the College. Its role is to direct and regulate the teaching work of the College.
The principal academic and administrative officer of the College is the President who has responsibility to the Council for maintaining and promoting the efficiency and good order of the College. Under the terms of the Office for Students’ Regulatory Framework for Higher Education in England, the President is the designated ‘accountable officer’ as Head of the Institution.
In that capacity she can be summoned to appear before the Public Accounts Committee of the House of Commons. The financial management of the College is prescribed in the Financial Ordinance approved by the Council and conducted in accordance with the terms of registration with the Office for Students, as set out in the Regulatory Framework for Higher Education in England.
The President has ultimate responsibility for all of the College’s functions and activities, but gives greater emphasis to Imperial’s external relationships, development and fundraising. The President is supported in this by the Provost, who has direct responsibility for the delivery of the College’s core mission: education, research and translation. The Provost reports directly to the President and together they have responsibility for the strategic direction of the College.
As chief executive of the College, the President exercises considerable influence upon the development of institutional strategy, the identification and planning of new developments, and the shaping of the institutional ethos. She is supported in this by a President’s Board whose primary function is to plan for and address issues of broad, strategic, and College-wide significance.
The Provost is responsible for the delivery of the College’s academic mission, overseeing the quality, capacity and efficacy of research, education and innovation and engagement. This includes the overarching academic strategy and its implementation; the College policies supporting recruitment, development and retention of academic and research staff appointed by the Faculties; attracting students, ensuring their experience is commensurate with the College’s stature; and supporting their life and wellbeing across the learning environment. He also has responsibility for delegated budgets and their financial control. He is advised by Provost’s Board, which sets out and monitors key performance and risk indicators, prioritises and oversees initiatives to improve the delivery of the academic mission, as well as reviewing policies and protocols that support the institutional culture.
The Council is responsible for the College’s system of internal control and for reviewing its effectiveness. Its approach is risk-based and includes an evaluation of the likelihood and impact of risks becoming a reality and also ensures that risk assessment and internal control procedures are embedded in the College’s ongoing operations. The reviews included in the College’s risk-based Strategic Audit Plan cover business, operational and compliance issues as well as financial risk. Such a system of internal control is designed to manage rather than eliminate the risk of failure to achieve business objectives and can only provide reasonable, and not absolute, assurance against material misstatement or loss.
The Council’s view is that there is an ongoing process for identifying, evaluating and managing the College’s significant risks that has been in place for the year ended 31 July 2019 and up to the date of approval of the Annual Report and Accounts, that it is regularly reviewed by the Council and that it accords with the internal control guidance for directors in the Combined Code as deemed appropriate for higher education. KPMG, as the College’s internal auditors, judged that significant assurance could be taken on the overall adequacy and effectiveness of the College’s framework of governance, risk management and control for the period 1 August 2018 to 31 July 2019 with only minor improvements needed. The Council consider there were no significant internal control weaknesses requiring disclosure.