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A1. General Provisions and Procedure for Making Ordinances

Print: Ordinance A1 - General Provisions (Feb 2014) pdf

Interpretation


  1. Ordinances shall not be interpreted in a manner that is contrary to the Charter or Statutes. If any doubt arises over the interpretation of an Ordinance the matter shall be referred to the President. The President shall determine the matter after reference, if necessary in the opinion of the President, to the Chairman of the Council, whose decision shall be final.
  2. In these Ordinance words bear the same meaning as in the Charter and Statutes, unless the context requires otherwise.
  3. Except where the context requires otherwise, words importing the singular number shall include the plural number and words importing the masculine gender shall include the feminine gender and vice versa.
  4. References to the provisions of any Ordinance include, unless the context requires otherwise, reference to the corresponding provisions of any subsequent Ordinance directly or indirectly amending, consolidating, extending, replacing or re-enacting the same.
  5. Except where the context requires otherwise, references to the College are to the Imperial College of Science, Technology and Medicine.

Making, Ratifying, Amending and Revoking Ordinances


 6.  Ordinances may be made, ratified, amended or revoked at any meeting of the Council providing that notice of the proposal was included on the agenda paper and that the views of the Senate have been sought as appropriate on any proposal which, in the opinion of the Provost, is relevant to it.

Approved by the Council 23 March 2007
Effective from 8 July 2007
Revisions approved by the Council: 7 February 2014

A2. Membership of the College

PRINT: Ordinance A2 - Membership of the College (Feb 2014) pdf

1. The following persons shall be Members of the College:

The Members of the Court;
The Members of the Council;
The Members of the Endowment Board;
The Members of Council Committees;
The Members of College Advisory Boards;
The Fellows;
The Staff employed by the College;
The Students of the Colllege.

2. In addition to those categories of person designated as Members of the College, the Council may grant membership of the College to other persons or categories of persons.

3. Proposals for such additional membership may be made to the Council provided that:

a. Any such proposal is made in writing with supporting justification to the Clerk to the Council.

b. The Clerk to the Council seeks the views of the Senate, the College Cabinet and the Provost's Board, as appropriate, before laying the proposal before the Council for its consideration.

4. The Clerk to the Council shall maintain a formal record of all decisions of the Council on such proposals for the conferment of the status of Membership of the College.

5. The Council shall have power, at the request of a member, to release that person from membership of the College, subject to the agreement of that person to continue to observe the Charter, Statutes, Ordinances and Regulations of the College.

Approved by the Council: 23 March 2007
Effective from 8 July 2007
Revised by the Council: 13 July 2007
Revisions approved by the Council: 7 February 2014

A3. Nomination, Election and Co-option of Members of the Council

PRINT: Ordinance A3 - Nomination, Election and Co-option of Members of the Council pdf

Senior Staff Members


1. The four members of the Council appointed from the senior staff of the College under the terms of Statute 3(1)(a) shall be the Faculty Deans and the Dean of the Imperial College Business School.

2. In accordance with Statute 8(4), the Faculty Deans and the Dean of the Imperial College Business School will be appointed by the Council, on the recommendation of the President. The selection panels for these posts will normally include one external member of the Council, appointed by the President in consultation with the Chairman.

3. The four members of the Council appointed from the senior staff of the University under the terms of Statute 3(1)(a) shall also be ex-officio members of the Provost's Board, as set out in Ordinance A11.

Casual Vacancies


4. In the event of a vacancy occurring on the Council before the end of the period of co-option of an External Member, the Council will co-opt a person to fill that vacancy. Any person co-opted to fill such a casual vacancy shall commence his period of office immediately, but his appointment shall be deemed to have commenced on the following 1 October for the purposes of determining that member's eligibility for further periods of membership of the Council in accordance with Statute 3(2)(c).

Elected Staff Member


5. The elected staff member is an experienced Professor who, having been elected by the academic staff members of the College enjoys the confidence of his or her colleagues and may therefore be expected to act as a conduit for academic opinion which complements that coming through the normal management structure.

6. The persons eligible to stand for election to the Council are professors who are, or have been, elected College Consul for a minimum of two years or who have been (but are not currently) heads of academic departments or medical divisions for a minimum of two years.

7. The electorate for the elected staff member of the Council shall be the academic staff employees of the College with the status of Professor, Assistant Professor, Associate Professor, Reader, Senior Lecturer or Lecturer.

8. No later than the end of the Spring Term in the session preceding that in which a vacancy will occur, the Clerk to the Council shall invite nominations for election to the Council by notice in writing to all members of the academic staff eligible to stand for election. Each person nominated for election to the Council shall be nominated by two members of the academic staff of the College, and nominations must reach the Clerk to the Council in writing by the closing date given in the notice, which shall be not less than three weeks from the date of that notice. The person nominated must confirm in writing by the closing date that he or she is prepared to stand for election.

9. If only one nomination is received to fill the vacancy on the Council, that person will be declared elected without a ballot.

10. If more than one nomination is received, a ballot will be held. The ballot notice shall include in each case only the candidate's name and permanent appointment in the College (that is without civil honours, academic and professional qualifications or temporary College appointments), together with the names of the proposer and seconder. Included with the ballot notice will be a brief curriculum vitae in respect of each candidate. The ballot notice must state the closing date for the election, which shall be not less than three weeks from the date of that notice. The person to be elected shall be determined by the operation of the single transferable vote system.

11. As soon as possible after the closing date for the election, the Clerk to the Council shall inform the candidates, their proposers and seconders of the result which shall also be announced in a College Notice to be issued as soon as possible thereafter.


Approved by the Council 23 March 2007
Effective from 8 July 2007
Revisions approved by the Council: 24 September 2010
Effective from 16 March 2011
Revisions approved by the Council: 7 February 2014

A4. Delegation of Powers of the Council

PRINT: Ordinance A4 - Statement of Responsibilties and Delegation of Powers pdf

Statement of Primary Responsibilities


1. The Council's principal responsibilities are:

a. To approve the mission and strategic objectives of the College, its long-term business plans and key performance indicators, and to ensure that these take account of the interests of the College's stakeholders.

b. To safeguard the good name and values of the College.

c. To appoint the President, the College's chief executive, and to put in place suitable arrangements for monitoring his/her performance.

d. To delegate authority to the President, as chief executive, as advised by the College Cabinet, for the academic, corporate, financial, estate and personnel management of the College.

e. To ensure the establishment of systems of control and accountability, including financial and operational controls, risk assessment, and procedures for managing conflicts of interest; and monitor the effectiveness of these systems.

f. To ensure that processes are in place for regular monitoring and evaluation of the performance and effectiveness of the College against its approved plans and key performance indicators.

g. To conduct its business in accordance with best practice in higher education corporate governance and with the principles of public life drawn up by the Committee on Standards in Public Life.

h. To be the principal financial and business authority of the College, to ensure that proper accounts are kept, to approve the annual budget and financial statements, and to have overall responsibility for the College's assets, property and estate.

i. To be the College's legal authority and, as such, to ensure that systems are in place to ensure that all its legal obligations, including those arising from contracts and other legal commitments made in its name, are properly met.

j. In accordance with the College's Charter and Statutes, to act as trustee for any property, legacy, endowment, bequest or gift in support of the work and welfare of the College.

k. To ensure that the College's Charter and Statutes are adhered to at all times, with appropriate advice available as necessary.

l. To approve the College's human resources strategy.

m. To establish processes to monitor and evaluate the performance and effectiveness of the Council itself.

n. To appoint a Clerk to the Council and ensure that accountability for his/ her performance in that capacity is properly separated from such managerial responsibilities as her/ she may have in the College.

Delegation of Powers


2. The delegation of Powers of the Council is defined in Statute 3(6) of the College's Statutes as follows:

"The Council may delegate any of its functions, powers and duties (other than its power to make Ordinances) to committees appointed by it, its officers, other entities (comprising its own officers or members or otherwise) or individuals, and such committees, individuals or entities may further delegate unless the Council has provided to the contrary."

3. Pursuant to Statute 3(6), the Council has determined that the following matters may not be delegated to its committees or its officers except by resolution of the Council:

a. Final approval of the College's Strategic Plan.

b. Final approval of the College's Annual Budget.

c. Final approval of the College's audited Annual Financial Statements.

d. Final approval for any capital project with a total value of more than £10M.

e. Final approval for any capital project with a total value of more than £5M which has not previously been included in the College's Capital Investment Plan and been approved in principle by the Council.

f. Final approval of purchases or disposals of assets, land or buildings exceeding £5M in value other than Non-Core Assets held within the Endowment.

g. Final approval, prior to drawdown, of any borrowing facility exceeding £5M.

h. Final approval of the College's Investment Policy.

i. The appointment of the President.

j. The appointment of the Provost and the other members of the Senior Staff appointed to the Council.

k. The appointment of the Chairman of the Endowment Board;

l. The appointment of the Clerk to the Council and of the College Secretary & Registrar.

Chairman's Action


4. Pursuant to Statute 3(6) the Chairman shall have delegated powers to act on the Council's behalf between its scheduled Meetings on:

a. Items of routine business that would not normally merit discussion at a meeting of the Council;

b. Matters relating to the implementation of policies that have already been approved by the Council.

5. Where an issue arises which, in the view of the Chairman, is too urgent and important for consideration to be deferred until the next scheduled Meeting of the Council, the Chairman shall have delegated authority to take action on the Council's behalf. Such action may, at the discretion of the Chairman, take the form of:

a. Calling a Special Meeting of the Council;

b. Consulting with the Members of the Council by correspondence;

c. Taking Chairman's action.

6. In all cases, the Chairman will exercise great care before taking action on behalf of the Council, and will consult with the Clerk to the Council on the most appropriate course of action. Chairman's action on matters of importance will be taken only where delaying a decision would disadvantage the College.

7. Where the Chairman has exercised his delegated authority to act on behalf of the Council, a written report on the action taken will be made to the next scheduled Meeting of the Council which shall give its formal endorsement or otherwise to the action.

Approved by the Council: 23 March 2007
Effective from 8 July 2007
Revisions approved by the Council: 13 July 2007
Revisions approved by the Council: 14 March 2008
Revisions approved by the Council: 24 September 2010
Revisions approved by the Council: 7 February 2014

A5. Confidentiality and the Declaration of Members’ Interests

PRINT: Ordinance A5 - Confidentiality (Feb 2014) pdf

Confidentiality


1. The Minutes of the Council will be made available to the Members of the College after they have been confirmed by the Council and signed by the Chairman.

2. Papers presented at meetings of the Council remain confidential to members of the Council until the Minutes of the Meeting at which they were considered are published. Papers which contain information which is commercially sensitive or confidential, or which are concerned with reserved areas of busniess will remain confidential until such time as the Chair of the Council or the Clerk determine otherwise.

3. Subject to the above, members of the Council may discuss items on the agenda of a Council meeting with non-members in a general way and on a confidential basis prior to that meeting.

Declaration of Members' Interests


4. Members of Council and/ or of Council Committees and senior officers of the College are required to make an annual Declaration of Interests with respect to their own financial and non-financial interests and those of their close family, spouse or partner. A nil return shall be made where appropriate. Any subsequent material changes to the information supplied must be notified to the Clerk to the Council as soon as they occur.

5. The Register of Interests will be held in the Clerk's Office and may be consulted by prior arrangement.

6. Any member who believes that he or she may have a direct or indirect personal or financial interest in any matter under discussion at a meeting of the Council or of the Court or of a Council Committee shall state that interest at the earliest opportunity, normally to the Chairman or to the Clerk or Secretary prior to the meeting or, if necessary, at the appropriate point during the meeting, whether or not such interests have been recorded in the Register of Interests. Such declarations shall be recorded in the Minutes.

7. Members declaring an interest should withdraw from the meeting when the relevant business is reached unless the Chairman invites them to stay. If members are invited to stay in the meeting, they may contribute to the discussion but are not entitled to vote unless the Chairman indicates otherwise. A member shall not be precluded from participating in discussion of any item of business solely because he or she is an employee or student of the College; nor shall the restriction on involvement in matters of personal financial interest per se prevent any member from considering and voting on proposals to insure the Council and its members against any liabilities which it or they might incur.

8. Members should decline to participate in any committee or working party or other body where there is a possibility that a conflict of interest may arise on a regular basis.

Approved by the Council 23 March 2007
Effective from 8 July 2007 
Revisions approved by the Council: 7 February 2014

A6. Custody and Use of the Common Seal

PRINT: Ordinance A6 - Common Seal (Feb 2014) pdf

1. In accordance with Article 12 of the Charter, the Council shall have the custody and sole use of the Common Seal of the College. The Common Seal

2. The Clerk to the Council shall be responsible to the Council for the security of the Common Seal.

3. The Common Seal shall be used only to seal documents upon which the Seal is required by law or by accepted custom and usage. Within these terms, the following uses of the Common Seal are authorised:

a. Degree, Diploma and Other Certificates.

b. Legal Contracts.

c. Conveyances.

4. The Clerk may authorise the affixing of the Common Seal to documents listed in Paragraph 3 above. Otherwise, the Seal shall be affixed only pursuant to a resolution of the Council or of the Senate or by authority of the Chairman of the Council.

5. Every instrument to which the Common Seal is affixed shall be signed by any two of the following:

a. Members of the Council, except co-opted external members, the Elected Staff Member and the President of the Imperial College Union;

b. The Clerk to the Council;

c. The Assistant Clerk;

d. The principal College Officers appointed by the Council in pursuance of Ordinance D3.

6. A Sealing Register shall be kept by the Clerk, in which shall be entered the date of each occasion on which the Common Seal of the College is affixed, the nature of the instrument and the names of the members of the Council or other College Officers who sign the instrument.

7. The Common Seal shall be that approved by the Governing Body of the Imperial College on 12 May 1989, a reduced size facsimile impression of which is shown above.

Approved by the Council 23 March 2007
Effective from 8 July 2007
Revisions approved by the Council: 7 February 2014

A7. Powers, functions, membership and meetings of the Court

PRINT: Ordinance A7 - The Court (Feb 2016)

Powers and Functions of the Court


1.            Imperial College London’s Court brings together alumni and neighbourhood organisations as key stakeholders, to help the College further the implementation of the College Strategy.  The powers and functions of the Court are:

a.             To receive an annual report on the working of the College from the President;

b.            To discuss the College Strategy and its implementation and other matters relating to the College;

c.             To approve amendments to the Charter on the recommendation of the Council, prior to submission to the Privy Council;

d.            To make representations for the appointment of a Visitor, as provided for in the Charter.

Membership of the Court


2.            The Court shall consist of the following persons:           

a.             The Chairman

The Chairman of the Council ex officio

b.            Council Members

One non-executive Member of the Council, appointed by the Council

c.             Ex officio Members                              

The President, ex officio

The Provost, ex officio

The Chief Financial Officer, ex officio

The College Secretary and Registrar, ex officio

The Vice-President (Advancement), ex officio

Vice-President (Development and Innovation), ex officio

The President of the Imperial College Union, ex officio

d.            Alumni Members

Up to 8 Members of the alumni who have recently graduated from the College, appointed by the President’s Board

Up to 8 Members of the alumni who graduated from the College more than 20 years ago, appointed by the President’s Board

                e.             Local Members

Up to 8 Members nominated by significant organisations in the neighbourhood of the College’s campuses (“the Nominating Bodies”).  The list of Nominating Bodies shall be approved by Council and updated from time to time.

f.                 Clerk to the Court

The Clerk to the Court shall be the Head of Central Secretariat and Assistant Clerk to the Council.

Nomination, Appointment and Election of Members of the Court


3.            For the purposes of this Ordinance, the following shall be the meaning of the terms used and procedures to be adopted for the appointment, election and co-option of members of the Court.

4.            Nominated Members

a.             Nominated members of the Court shall be those nominated by the Nominating Bodies whose appointment is approved by the Council.  Nominees should normally be a senior member of the staff or of the governing body of the nominating body with an understanding of the College’s relationship with that body.

b.            In the event of a vacancy occurring among members appointed on the nomination of one of the Nominating Bodies, that body shall be invited by the Clerk to the Court to nominate another senior person for appointment to the Court.  The nomination shall be drawn to the attention of the Council at its next ordinary meeting and, if it is acceptable to the Council, the appointment shall be confirmed.

Period of Office of Membership of the Court


5.            Ex officio members shall be members of the Court for the period for which they hold the position designated; other nominated and appointed members shall be appointed for a term of four years, and be eligible for re-appointment except that members shall not normally be appointed for more than two consecutive terms of four years.

6.            Periods of office of nominated and appointed members shall commence on 1 October, save that any member appointed to fill a casual vacancy shall commence his period of office immediately, but that his appointment shall be deemed to have commenced on the following 1 October for the purposes of determining that member’s eligibility for further appointment.

Cessation of Membership of the Court


7.            Ex officio members shall cease to be members on vacation of the relevant office.

8.            Nominated members shall cease to be members of the Court if they cease to hold a senior position at the Nominating Body, or if the Nominating Body withdraws its support for its nominee.

9.            Where a member of the Court becomes incapable by reason of mental disorder, the Court may resolve that such person’s membership be terminated.         

10.          The Court may require any member against whom a bankruptcy order has been made, or who makes a voluntary arrangement or any form of composition with his creditors, or a similar or equivalent order or arrangement in any jurisdiction or who is convicted on indictment of a criminal offence, to resign from membership.

11.          Any member of the Court may resign by sending notice of resignation in writing to the Clerk to the Court.

Meetings of the Court


12.          There shall be a meeting of the Court at least once a year at such day and hour as determined by the Council to discharge the powers and functions prescribed by Paragraph 1 of this Ordinance.

Quorum of the Court


13.          The Court shall be deemed to be quorate when at least 10 members are present.

Transitional Provisions (2016)


14.          The Council shall determine the effective day on which the new membership provisions set out in the 2016 revisions to this Ordinance shall take effect. 

 

15.          Save for ex-officio members of the Court and for other members as provided for in paragraphs 17 and 18 below, the members of the Court immediately before the effective date shall cease to be the members of the Court on the effective date.

16.          Notwithstanding anything in paragraphs 1 to 13 of this Ordinance, and save for the members as provided for in paragraphs 17 and 18 below, the first appointments of members of the Court shall be made so as to take effect on the effective day in accordance with procedures set out in this Ordinance.

17.          Those persons who immediately before the effective day were members of the Court nominated by the bodies mentioned in paragraph 18 of this Ordinance shall be deemed for the purposes of this Ordinance to have become members of the Court in accordance with this Ordinance on the effective day.

18.          The bodies referred to in paragraph 17 above are:

the Royal Commission for the Exhibition of 1851

the Royal College of Art

the Royal College of Music

the Science Museum

the Natural History Museum

the Victoria and Albert Museum

the Corporation of the Hall of Arts & Sciences (Royal Albert Hall)

19.          Notwithstanding anything in paragraphs 1 to 13 of this Ordinance any person who immediately before the effective day was an appointed or nominated member of the Court and who becomes a member of the Court on that day shall be deemed for the purposes of this Ordinance to have begun his term of office as a member of the Court on 1st October immediately following the date on which he originally became a member of the Court.

20.          Notwithstanding anything in paragraphs 1 to 13 of this Ordinance, the first appointments of members of the Court shall be made so that the first term of office each of one third of the first members appointed to the Court on the effective day shall last for two years,  three years, and four years respectively.


Approved by the Council 23 March 2007

Effective from 8 July 2007

Revisions approved by the Council 23 November 2007

Revisions approved by the Council 11 February 2011

Revisions approved by the Council: 7 February 2014

Revisions approved by the Council by correspondence: 5 February 2016

 

A8. Membership and Meetings of the Senate

PRINT: Ordinance A8 - The Senate (July 2015) pdf

 

Membership of the Senate


1. The Senate shall consist of the following persons, namely:

a. Ex Officio Members

The Provost (Chair)
The Associate Provost
The Vice-Provost for Education
The Deans of the Faculties and of the Imperial College Business School
The Director of the Graduate School
The Deputy Director of the Graduate School
The Chairs of the Studies Committees
The Chair of the Undergraduate Admissions Committee
The Senior College Consul
The Director of Student Support
The Director of Student Recruitment and Outreach
The Director of the School of Professional Development

b. Appointed Members

One Head of Department from each of the Faculties of Engineering, Natural Sciences and Medicine, and of the Imperial Business School, appointed by and from among their number.

Three representatives appointed by the Imperial College Union, to include the Deputy President (Education) and the President of teh Graduate Students' Union

One College Tutor, appointed by the Director of Student Support.

c. Elected Members

Four members of the academic staff, one from each of the Faculties of Engineering, Natural Sciences and Medicine and from the Imperial College Business School, elected by and from among the academic staff.

Four members of the non-professorial academic staff, one from each of the Faculties of Engineering, Natural Sciences and Medicine and from the Imperial College Business School, elected by and from among the academic staff.

d. Chair and Deputy Chair

The Chair of the Senate shall be the Provost.

The Provost may appoint a Deputy Chair from amongst the other ex-officio staff members of the Senate to preside over meetings of the Senate when he or she is unable to do so.

Appointment and Election of Members of the Senate


2. For the purposes of this Ordinance, the following shall be the meaning of the terms used and procedures to be adopted for the appointment and election of members of the Senate.

3. Ex Officio Staff Members.

a. The definitions of offices used in this Ordinance shall be as set out in Ordinance D4.

b. Ex-officio staff members may appoint a deputy to attend meetings of the Senate on their behalf when they are unable to do so. Where an ex-officio staff member is to be represented at a meeting by a deputy, the Chair and Secretary to the Senate must be informed of the name of the deputy before that meeting.

4. Appointed Members.

a. Appointed members of the Senate shall be those nominated by the Appointing Bodies listed in Paragraph 1(b) above.

b. No later than 1 June in any year that a Head of Department vacancy is due to occur the Secretary to the Senate shall invite nominations for appointment from the Heads of the Departments in the Faculties of Engineering, Natural Sciences and Medicine and in the Imperial College Business School. In the event that more nominations are received than the number of vacancies expected, an election will be held in accordance with the procedures outlined in Paragraph 5 below.

c. In the list of Nominating Bodies in Paragraph 1(b) above the "Three representatives appointed by the Imperial College Union" shall be the Deputy President (Education) of the Imperial College Union, the Presidnet of the Graduate Students' Union, and one other registered student appointed by the Imperial College Union Council in accordance with any such policy established for that purpose as determined by the Imperial College Union's Constitution.

d. In the event that an election is required to determine nominations for the appointment of the Head of Department to the Senate the Secretary shall hold a secret ballot. Voting must be completed by the closing date stated in the notice of ballot, which shall be not less than two weeks from the date of that notice. The persons to be elected shall be determined by a simple majority of those voting.

5. Elected Members of Academic Staff

a. For the purposes of this Ordinance, the academic staff entitled to vote for representatives of their academic grouping shall be those academic staff who are employees of the College with the status of Professors, Readers, Senior Lecturers and Lecturers but excluding Probationary Lecturers. Eligible members of academic staff shall be those in post as at 1 April.

b. No later than 1 June in any year that a vacancy for an elected academic staff member is due to occur the Secretary to the Senate shall invite nominations for election to the Senate by notice in writing to members of the academic staff. Each person nominated for election to the Senate from the academic staff shall be nominated by two members of the academic staff and nominations must reach the Secretary to the Senate in writing by the closing date given in the notice, which shall be not less than two weeks from the date of that notice. The person nominated must confirm in writing by the closing date that he or she is prepared to stand for election.

c. If only sufficient nominations are received to fill the expected vacant places on the Senate, those nominated will be declared elected without a ballot.

d. If insufficient nominations are received, those nominated will be declared elected without a ballot and the remaining place or places shall remain vacant for a further year, at which point the Secretary to the Senate will invite nominations in accordance with Paragraph 5(b) of this Ordinance.

e. If more nominations are received than there are vacancies, a ballot will be held for that group. The ballot notice shall include in each case only the candidate's name and permanent appointment in the College (that is without civil honours, academic and professional qualifications or temporary College appointments), together with the names of the proposer and seconder. Included with the ballot notice will be a brief curriculum vitae in respect of each candidate. The ballot notice must state the closing date for the election, which shall be not less than three weeks from the date of that notice. The persons to be elected shall be determined by the operation of the single transferable vote system.

f. As soon as possible after the closing date for the election, the Secretary to the Senate shall inform the candidates, their proposers and seconders of the result, which shall also be sent to Heads of Departments for display locally, and shall be reported in the Reporter and on the College's website as soon as possible thereafter.

6. Casual Vacancies.
In the event of a vacancy occurring before the end of the appointed or elected period of a member of the Senate, the Secretary to the Senate shall arrange for an appointment or election forthwith to fill that vacancy for the remainder of the period of office outstanding in accordance with the procedures outlined above. Any such person appointed or elected to fill a casual vacancy shall be eligible for re-appointment or re-election for each of two periods of membership of the Senate following the completion of the period of membership for which he or she was first appointed or elected.

Period of Office of Members of the Senate


7. Appointed and elected members shall be appointed or elected for a period of three years and shall be eligible for re-appointment, co-option or re-election except that members shall not normally serve for more than three consecutive terms of three years.

8. Periods of office of appointed or elected members shall commence on 1 October, save that any member appointed or elected to fill a casual vacancy shall be a member only for the unexpired portion of the period of appointment or election of the member replaced, but any such period shall be disregarded in determining that member's eligibility for further appointment or election.

Cessation of Membership of the Senate


9. Ex officio members shall cease to be members on vacation of the relevant office.

10. Appointed and elected members shall cease to be members if they cease to be eligible in the categories in which they were appointed or elected or if they send no tice of resignation in writing to the Academic Registrar.

Powers of the Senate


11. The Senate is the principal body responsible to the Council for the academic work of the College, and shall take such measures as shall appear to it to be best calculated to promote the educational work of the College and for the regulation, quality assurance and superintendence of the education and discipline of the students of the College.

12. The Senate has delegated authority from the Council to make such Academic Regulations as are necessary to fulfil its responsibilities under the preceding paragraph.

13. The Senate may establish Committees in Engineering Studies, in Medical Studies and in Science Studies and such other committees with such terms of reference as it deems appropriate.

Delegation of Powers of the Senate


14. The Senate may delegate any of its functions, powers and duties (other than its power to make Academic Regulations) to committees appointed by it or to its officers as it sees fit, and such committees and individuals may further delegate unless the Senate has provided to the contrary.

Meetings of the Senate


15. The Senate shall meet at least three times during the academic year. One meeting shall normally be held in each term. Additional meetings shall be called as required by the Chairman or at the written request of no fewer than one-third of the members.

16. The Senate shall be deemed to be quorate when one-third of the members are present.

Approved by the Council 23 March 2007
Effective from 8 July 2007
Revised by the Council 12 February 2010
Revisions apporved by the Council: 7 February 2014
Revisions approved by the Council: 21 November 2014
Revisions approved by the Council: 15 May 2015

 

A9. Terms of Reference for Committees of the Council

PRINT: Ordinance A9 - Committees of the Council (Feb 2014) pdf

 

Audit Committee


TERMS OF REFERENCE

1. To keep under review the effectiveness of internal control systems, risk management and corporate governance arrangements, and in particular to review the external auditors’ management letter, the internal auditors' annual report, and management responses.

2. To consider the Annual Financial Statements in the presence of the external auditors, including the auditors' formal opinion, the statement of members' responsibilities and the statement of internal control, in accordance with the funding council's accounts direction.

3. To monitor the implementation of agreed recommendations arising from internal and external audit reports.

4. To advise the Council on the appointment of the 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.

5. To discuss with the external auditors, before the audit begins, the nature and scope of the audit.

6. 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).

7. To consider and advise the governing body 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

8. To review the internal auditors' audit needs assessment, strategy and programme; to consider major findings of internal audit investigations 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 College's needs.

9. To satisfy itself that suitable arrangements are in place to promote economy, efficiency and effectiveness.

10. To ensure that all significant losses have been properly investigated and that the internal and external auditors, and where appropriate the funding council's accounting officer, have been informed

11. To oversee the College's policy on fraud and irregularity, including being notified of any action taken under that policy

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, including any matters affecting their objectivity.

14. To report to the Council at least annually on its activity for the year and to give its opinion on the adequacy and effectiveness of the College's risk management control and governance arrangements; its arrangements for promoting economy, efficiency and effectiveness; and the arrangements for the management and quality assurance of data submitted to the Higher Education Statistics Agency (HESA), HEFC and other funding bodies.

15. In the event of the merger or dissolution of the College, to ensure that the necessary actions are completed, including arranging for a final set of financial statements to be completed and signed.

16. The Committee shall have the authority to call for any information from College officers, external and internal auditors and others which it considers necessary to discharge its responsibilities effectively.

CONSTITUTION

17. The Committee and its Chairman shall be appointed by the Council from among its own members and must consist of members with no executive responsibility for the management of the College. No member of the Audit Committee may also serve on the College's Finance Committee or its equivalent.

18. Members

a. A Chairman to be appointed by the Council from among the external members of the Council.
b. Three members, at least one of whom shall have recent and relevant expertise and experience in finance, accounting or auditing, to be appointed by the Council from among the external members of the Council.
c. The Committee shall have the power to co-opt up to two additional external members, if it sees fit.

19. In Attendance

The President
The Provost
The College Secretary & Registrar
The Chief Financial Officer
Representatives of the internal and external auditors

20. Secretary

The Head of Central Secretariat and Assistant Clerk to the Court and Council

MEETINGS AND REPORTING

21. The Committee shall meet not less than three times a year. The external auditors and internal auditors may request that additional meetings be held if they consider it necessary.

22. The minutes of meetings of the Committee will be circulated to all members of the Council.

23. The Committee will prepare an annual report covering the College's financial year and any significant issues up to the date of preparing the Report. The Report will be addressed to the President and to the Council and will summarise the activity for the year. It will give the Committee's opinion on the adequacy and effectiveness of the College's arrangements for:

a. Risk Management, control and governance arrangements.
b. Arrangements for promoting economy, efficiency and effectiveness (value for money).
c. The arrangements for the management and quality assurance of data submitted to the Higher Education Statistics Agency (HESA), HEFC and other funding bodies

24. This Report will be presented to the Council before the members' responsibility statement in the Annual Financial Statements is signed.

25. The Committee will also provide an annual statement on the College's Accounts to the Court at its annual meeting.

QUORUM

26. The quorum shall be the Chairman and one other member.

Development Board


TERMS OF REFERENCE

1. The role of the Development Board is to provide independent objective guidance to Imperial College on its fundraising activities and to assist with the realisation of its financial goals. Board members are asked to be advocates and enthusiastic communicators of Imperial's mission and vision, and to play an integral role in its fundraising activities. The fundraising success of the College, and hence its ability to deliver its mission, will greatly depend on the personal commitment and active involvement of this group of individuals.

2. Its terms of reference are:

a. To support the College's goals and fundraising plans and hence assist the College in achieving its long term strategic plans.

b. To help with agreed fundraising and communications strategies through a combination of personal influence, support and advice.

c. To be involved in establishing and implementing fundraising plans.

d. To help identify individuals and organisations that might support Imperial College.

e. To assist in the process of engaging potential supporters and to help secure gifts.

CONSTITUTION

1. Members.

a. The President, ex officio (Chairman)
b. The Chairman of the Council, ex officio
c. The Chief Financial Officer, ex officio
d. Up to three external members of the Council, appointed by the Council
e. Co-opted members to be senior, successful and influential individuals with the motivation to support Imperial College.

2. Secretary

To be appointed by the Clerk to the Council.

MEETINGS

5. The Board shall meet at least three times a year.

QUORUM

6. The quorum shall be the Chairman (or his nominated deputy) and three other members of the Board.

Nominations Committee


TERMS OF REFERENCE

1. To keep under review the membership of the Council, the Court and of the Council's Committees.

2. To recommend to the Council external members for co-option to the Council.

3. To recommend to the Council persons for co-option to the Court.

4. To recommend to the Council persons for nomination by those Appointing Bodies requesting nominations to be made for them.

5. To make recommendations to the Council for the membership and terms of reference of a separate Search Committee for the identification of a new President or Provost in good time before the termination of the President's or Provost's term of office, or on notification of the President's or Provost's resignation.

6. To make recommendations to the Council for the membership and terms of reference of a separate Search Committee for the identification of a new Chairman in good time before the termination of the Chairman's final term of office, or on notification of the Chairman's resignation, and to make recommendations to the Council for the role description and person specification for the Chairman before the Search Committee begins its search.

7. To recommend to the Council such additional definition of terms as may be necessary to facilitate the procedures for the appointment, election and co-option of persons to the Court and Council.

8. To recommend to the Council the appointment of persons to other external bodies in cases where the Council is the Appointing Body.

9. The Committee's recommendations for appointments to the Court and Council and to other bodies shall be made to the Council as and when required.

CONSTITUTION

10. Members

a. The Chairman of the Council (Chairman)
b. Three external members of the Council, appointed by the Council
c. Three senior staff and/ or ex-officio members of the Council, not including the elected member of the staff or the Imperial College Union President, appointed by the Council.

11. Secretary

The Clerk to the Council

MEETINGS AND REPORTING

12. The Committee shall meet as required.

QUORUM

13. The quorum shall be the Chairman and two other members, including at least one external member and one staff or ex-officio member.

Remuneration Committee


TERMS OF REFERENCE

1. To receive comparative information on salaries, other emoluments and conditions of service in the university sector.

2. To review and approve annually the salaries and emoluments of the President and of such senior staff as report directly to the President or who may, from time to time, be agreed by the Committee.

3. To review and approve any discretionary salary revisions for such staff.

4. To consider and resolve any apparent anomalies in remuneration.

5. To consider and decide any severance payments proposed for staff listed in Paragraph 2 above.

6. To agree in advance remuneration packages outside the norm.

7. To review information on College reward strategy and policy.

8. To receive annually information from the President and the Provost on the decisions made by the College Cabinet and the Provost's Board concerning the salaries and other emoluments of professorial and such other senior staff as may, from time to time, be agreed.

CONSTITUTION

9. Members

a. The Chairman of the Council (Chairman)
b. Three external members of the Council, appointed by the Council

10. In Attendance

a. The President (except when his or her own remuneration is being considered).
b. The Provost (except when the President's or his or her own remuneration is being considered)

11. Secretary

The Director of Human Resources

MEETINGS AND REPORTING

12. The Committee shall meet at least two times per annum.

13. The Committee will make an annual report on remuneration to the Council at its Autumn meeting.

SCOPE

14. The Remuneration Committee reviews and approves the pay of the President. It also reviews and approves recommendations for variation of pay for the senior staff members of the Council and the College Secretary and Registrar.

QUORUM

15. The quorum shall be the Chairman and one other member.

Risk Committee


TERMS OF REFERENCE

1. The Committee's primary objective is to consider the strategic risks facing the College and the actions proposed to mitigate these risks.

2. Its terms of reference are to:

a. Keep under review the College's overall risk management vision, and its strategies and policies for managing risk.

b. Review annually and recommend to the Council the College's risk appetite.

c. Review annually and recommend to the Council the College's Risk Register.

d. Keep under review the College's policies in relation to strategic, reputational, financial, and enterprise risks, including the process for identifying and assessing business risks and the management of these risks by the College.

e. Keep under review the College's management of its health and safety risks and the operation of the College Health and Safety Management System.

CONSTITUTION

3. Members

a. Chairman to be appointed by the Council from among the external members of the Council.
b. At least two members to be appointed by the Council from among the external members of the Council.
c. The President, ex officio
d. The Provost, ex officio
e. The Chief Financial Officer, ex officio
f. The President of the Imperial College Union, ex officio
g. The Committee shall have the power to co-opt up to two additional external members, if it sees fit.

4. In Attendance

a. The College Secretary & Registrar
b. The Director of Risk Management
c. The Safety Director

5. Secretary

To be appointed by the Head of Central Secretariat and Assistant Clerk to the Court and Council

MEETINGS AND REPORTING

6. The Committee shall meet at least two times per annum.

QUORUM

7. The quorum shall be the Chairman and two other members, including at least one external member and one staff or ex-officio member.

Approved by the Council 23 March 2007
Effective from 8 July 2007
Revisions approved by the Council: 24 September 2010
Revisions approved by the Council: 26 November 2010
Revisions approved by the Council: 7 February 2014

A10. Standing Orders for the Council, the Court and the Senate and for Committees of the Council and the Senate

PRINT: Ordinance A10 - Standing Orders (Feb 2014) pdf

 

Membership and Terms of Reference


1. The membership, terms of reference and frequency of meetings of the Council and of the Court and the Senate shall be as determined in the Statutes and the Ordinances. The membership, terms of reference, frequency of meetings of the Committees of the Council and Senate shall be as approved by the Council or Senate respectively and shall be published annually on the College's website.

Chairmanship and Vice-Chairmanship of Committees


2. Except where otherwise stated in the Statutes or Ordinances, the Chairman and Vice-Chairman of all Standing Committees and other Committees of the Council shall be appointed by the Council.

3. Except where otherwise stated in the Statutes or Ordinances, the Chairman and Vice-Chairman of all Standing Committees and other Committees of the Senate shall be appointed by the Senate.

4. The Chairman and Vice-Chairman of any other sub-committees or ad hoc committees shall normally be appointed by the parent Committee.

5. Except where otherwise stated in the Statutes or Ordinances, the term of office of the Chairman of every Committee shall be determined by the parent committee.

Committee Scheduling


6. The dates of meetings of the Council, Court, Senate and all Standing Committees of the Council and Senate for the year ahead shall be published prior to the commencement of the academic year on the College's website.

7. The dates of sub-committees of the Council and the Senate shall normally be notified at least fourteen days in advance.

8. In every instance it shall be the responsibility of the Secretary of each committee to inform members of the dates, times and venues of meetings.

Quora


9. Except where otherwise stipulated, the quorum for each Committee of the Council and Senate shall be one-third of the membership of those Committees.

Standing Orders


10. Notification of the date, time and venue of each meeting and the Agenda and papers for each meeting of a committee shall be sent by the Secretary to every member not less than seven days before each meeting.

11. A special meeting of a committee may be convened by the Chairman, or by the Secretary on receipt of a written request signed by no fewer than one-third of the members of the committee. The meeting shall be held within a minimum of ten days and a maximum of 21 days from the date of receipt of the request by the Secretary. The Secretary shall notify all members of the date, time and venue of any special meeting. No business shall be transacted at a special meeting of any committee except that for which it has been convened.

12. The Agenda for a meeting of a committee may include items marked with an asterisk, which will signify that the item(s) so marked will be expected to pass without discussion. Not less than 24 hours before the start of the meeting any member may request that the asterisk be removed, thereby permitting discussion of the item.

13. Apart from at special meetings (at which only the business for which the meeting has been convened may be transacted) supplementary agenda items may be taken at the discretion of the Chairman.

14. Agendas and papers for, and Minutes of, any meeting relating to Reserved Areas of Business as defined in Statute 6 shall be recorded separately in a confidential minute and circulated only to those members of the meeting entitled to receive them.

15. Attendance at Meetings.

a. Only duly appointed members are entitled to attend meetings. Substitutes will not normally be permitted. In exceptional circumstances and with the prior agreement of the Committee's Chairman a substitute may be permitted to attend a meeting, but will not be permitted to vote and may only contribute to a committee's deliberations when invited to do so by the Chairman.

b. A committee's terms of reference may provide for College Officers to attend meetings. The Chairman may also permit other officers to attend individual meetings where they are required to provide advice or guidance to the Committee. Officers in attendance will not be permitted to vote and may only contribute to a committee's deliberations when invited to do so by the Chairman.

c. Any member who is absent from committee meetings for twelve consecutive calendar months shall cease to be a member of that Committee unless the Committee decide otherwise.

16. Order and Conduct of Debate.

a. Any formal proposal or recommendation which appears on the Agenda or in a paper submitted to the meeting shall be put to the meeting for resolution.

b. No proposal or motion proposed during the course of a meeting shall be put to the meeting for resolution without the approval of the Chairman.

c. When an amendment to a proposal or motion has been moved and seconded, no further amendment shall be moved until the first amendment has been carried or defeated. If an amendment is carried, the proposal or motion as amended shall be considered in place of the original proposal or motion and shall become the proposal or motion to which any further amendments may be moved.

17. Voting.

a. Voting at meetings shall normally be by show of hands of those present. The votes of the majority shall decide. When equal numbers of votes are cast, the Chairman shall have a casting vote.

b. If a count takes place, the number of votes cast shall be recorded in the Minutes of the meeting.

c. Notwithstanding the terms of Paragraph 17.a. where a resolution at a meeting of the Council is put to the vote, the resolution shall only be passed where there is a majority of those voting in favour of the resolution and where there is also a majority of the external members voting in favour of the resolution.

18. Minutes.

a. Minutes of every meeting shall be kept by the Secretary, who shall be responsible for maintaining a master file of all Minutes and Papers and subsequently archiving them.

b. The Secretary shall circulate the unconfirmed Minutes to all members as soon as reasonably practical after each meeting.

c. The Minutes of each meeting shall, after confirmation, be signed by the Chairman at the succeeding meeting.

19. A Committee may, at an ordinary meeting, suspend or amend a Standing Order, provided that the suspension or amendment does not conflict with the Statutes or Ordinances, and that the suspension or amendment is approved by two-thirds of those members present and voting.

Approved by the Council 23 March 2007
Effective from 8 July 2007 
Revisions approved by the Council: 7 February 2014

A11. Senior Management Boards

PRINT: Ordinance A11 - Senior Management Boards (Feb 2014) pdf

 

College Cabinet


1. The College Cabinet is the College’s senior management committee chaired by the President. It acts in an advisory capacity to the President and assists him in discharging the duties delegated to him by the Council. In particular, it works with the President to develop and deliver strategy. It also considers and approves major projects and approve submissions to the Council. Its full terms of reference and membership are as defined by the President.

The Provost's Board


2. The Provost’s Board is the College’s senior operations committee. It acts in an advisory capacity to the Provost and assists him in discharging the duties delegated to him or her by the Council. The scope of the Provost’s Board is the delivery of the College’s core academic mission: education, research and translation. It also monitors delegated budgets and their financial control. Its full terms of reference and membership are as defined by the Provost.

Approved by the Council: 26 November 2010
Revisions approved by the Council: 7 February 2014