Following discussion of the recommendations from an effectiveness review conducted in 2016, the Council agreed to revise its committee structure in 2017. The principal revisions were the merger of the Audit and Risk Committees and the creation of a new Finance Committee.
With effect from July 2017, it has had the following six committees: the Audit and Risk Committee, the Endowment Board, the Finance Committee, the Imperial White City Syndicate, the Nominations Committee and the Remuneration Committee. These are formally constituted as committees of the Council with written terms of reference and specified membership, including a significant proportion of external members.
With the exception of the Endowment Board (which is chaired by an external member with considerable investment expertise), all are chaired by external members of the Council. The decisions of these committees are reported formally to the Council.
The Audit and Risk Committee
The Audit and Risk Committee meets four times a year with the College’s internal and external auditors in attendance. It considers detailed reports together with recommendations for the improvement of the College’s systems of internal control and management’s responses and implementation plans.
It also receives and considers reports from the Office for Students as they affect the College’s business and monitors adherence to regulatory requirements. It reviews the College’s Risk Register each year, and will also devote time to the in-depth consideration of the College’s long term strategic risks.
The Committee reports directly to the Council and has the authority to call for any information from the College officers, from internal and external auditors and from others whom it considers necessary to consult in order to discharge its responsibilities effectively.
Whilst senior officers attend meetings of the Committee, they are not members of it. At least once a year the Committee meets separately with the internal and external auditors on their own for independent discussions. The Audit and Risk Committee receives regular reports from Internal Audit, as well as commissioning reports from senior management.
Its role in this area is confined to a high level review of the arrangements for internal control, value for money, risk management and the arrangements for the management and quality assurance of data submitted to formal funding bodies at the College. The emphasis is on obtaining the relevant degree of assurance and not merely reporting by exception.
The Endowment Board
The Endowment Board manages those College assets that are not essential to the core academic mission of the College and that can therefore be managed with a pure investment focus.
Its Terms of Reference include an obligation to maintain a diversified portfolio of investments, to have regard to the suitability of the investments within this portfolio and to manage the investments in a way that is appropriate to achieve the Investment Objective set by the Council.
The Investment Objective necessitates growth in value of the non-core assets in line with inflation whilst also providing a regular distribution for the core academic mission of the College. Within these restrictions, the Endowment Board is authorised to make such investments as it sees fit.
The Finance Committee
The Finance Committee is responsible for providing the Council with a strategic overview of the College’s finances, with a focus on the longer-term financial plan and the actions taken to achieve it. It also monitors financial risks related to liquidity, debt, resource allocation and financial contingencies, and reviews various financial measures at each meeting.
The Finance Committee is also responsible for approving capital projects with a value of between £10 million and £30 million. Its membership includes one member with cross membership of the Audit and Risk Committee.
The Imperial White City Syndicate
The Imperial White City Syndicate’s primary role is to advise Council on recommendations made to it by the President’s Board regarding all aspects of the development of the Imperial White City Campus: masterplanning, commercial strategy, and financial strategy. It also provides advice and guidance to the President’s Board on the execution of Council decisions.
The Nominations Committee
The Nominations Committee considers nominations for membership of the Court and Council and for the latter’s Committees.
The Remuneration Committee
The Remuneration Committee reviews and approves the remuneration of the President and the Provost, their senior staff direct reports and members of the Provost’s and President’s Boards.
It also reviews the College’s overall reward strategy to ensure that its remuneration practices are being managed in a fair and equitable way. The Remuneration Committee is normally chaired by the Chair of the Council, except for proceedings addressing the President’s remuneration, which are chaired by the Deputy Chair of the Council.
The College maintains a Register of Interests of members of the Council and of Senior Officers which may be consulted by arrangement with the Clerk to the Court and Council.
The College Secretary is the Clerk to the Court and Council. Any enquiries about the constitution and governance of the College should be addressed to him.