Imperial 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 its supporting Statutes.
As a UK university, Imperial is in the Office for Students’ Register of officially recognised Higher Education providers and is an exempt charity under schedule 3 of the Charities Act 2011 and regulated by the Office for Students (OfS).
Imperial is committed to demonstrating best practice in all aspects of corporate governance. We endeavour to conduct our 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 the Committee of University Chairs Higher Education Code of Governance (CUC Code). We have a whistleblowing procedure and comply with the Public Interest Governance Principles required by OfS.
We have established robust governance and procedures to ensure independent decision making throughout our framework. This includes a clear separation in the roles of the Council and executive management, both empowered to advance our strategic mission.
The Council
The Council is the governing body of Imperial, with its structure and roles defined by the university’s Statutes. It is responsible for overseeing the strategic direction, finance, governance, and compliance, and for the efficient management and good conduct of all aspects of the affairs of the university. Council appoints the President and the Provost of the university to carry out the academic, corporate, financial, estate and people management of Imperial.
There are currently 26 members of the Council, the majority of whom are independent members, including the Chair. Also included in its membership are some members of University Management Board (UMB), student and staff representatives. Appointments to the Council are made through the Nominations Committee, in accordance with the CUC Higher Education Code of Governance. Regardless of their membership category, all members share collective responsibility and accountability for the university.
Independent members of the Council do not receive any remuneration for their service, with the exception of the reimbursement of reasonable expenses incurred in the course of their duties. The university maintains a Register of Interests for members of the Council and senior officers, which may be consulted by arrangement with the Registrar and University Secretary, who also serves as Clerk to the Council. Any enquiries regarding the university’s governance or constitutional arrangements should be directed to the Registrar and University Secretary.
Following the approval of the Science for Humanity strategy in spring 2024, the Council has continued to provide strategic oversight and stewardship across the institution. Throughout the year, the Council undertook a series of deep dives into each of the university’s strategic pillars, drawing on members’ diverse experiences to shape decision-making, assess risk, evaluate value for money, and consider the implications for both day-to-day operations and the broader implementation of the strategy.
These discussions were complemented by a sustained focus on the university’s capital plan and its funding, reflecting the Council’s role in supporting long-term investment decisions and financial sustainability.
As part of its commitment to stakeholder engagement, the Council welcomed presentations from academic staff across faculties, offering insights into current research and innovation and how this work contributes to the Science for Humanity mission.
Membership changes during the year reflected the planned conclusion of several members’ terms. The Council remains committed to maintaining a diverse and skilled membership aligned with the university’s evolving needs. In addition to preserving core expertise, the recent recruitment process sought to strengthen skills in key strategic areas, including financial expertise, property, investment, organisational change, and digital capability. The process also placed emphasis on maintaining gender balance and identifying strong female candidates.
The Council also approved changes to the university’s Charter and Statutes to remove the Court as a formal stakeholder body. The Court brought together alumni and neighbourhood organisations to help Imperial engage with key stakeholders. The change followed feedback from Court members, who indicated they were engaging more meaningfully with Imperial through other channels, and that the group was no longer adding distinct value.
Council committees
The Council is supported by the committees set out below. All have approved terms of reference and specified membership, including a significant proportion of independent members to provide expert support. They are chaired by independent members of the Council and report regularly on their work.
Audit and Risk Committee
Audit and Risk Committee is responsible for reviewing the adequacy and effectiveness of the university’s arrangements for risk management, internal control, governance, and value for money. The Committee meets four times per year, with both the internal and external auditors in attendance, and holds private meetings with each at least once annually. During the year, the Committee undertook a formal review of its own effectiveness, focusing on compliance with the CUC Audit Committees Code of Practice. The review identified no areas of non-compliance but made a number of enhancement recommendations, including the appointment of an additional member, scheduling an additional meeting, and the development of an assurance map. These improvements are currently being implemented. The Committee has overseen the tendering process for the appointment of new external auditors, Ernst and Young, whose appointment begins on 1 December 2025.
Endowment Board
Endowment Board oversees a diversified portfolio of investments through a Unitised Fund structure designed to preserve long-term value and generate returns in support of the university’s strategic priorities. The university’s Socially Responsible Investment Policy ensures that investment decisions are guided by the same social, environmental, and governance principles that underpin the university’s broader strategy, including a commitment to active engagement across all asset classes.
On 1 March 2025, Ms Annabel Spring succeeded as Chair of the Board.
Finance Committee
Finance Committee is responsible for providing Council with strategic oversight of the university’s finances, with a particular focus on the longerterm financial plan and the actions required to deliver it. The Committee includes one member who also sits on the Audit and Risk Committee; this individual does not hold the Chair position on either committee, providing coordination between the two bodies while ensuring clear separation of responsibilities.
On 1 August 2025, Mr. A. Hennah succeeded Dr. M. Safa as Chair of the Committee.
Property Committee
Property Committee provides strategic oversight of the estates portfolio held by the university and advises on the long-term real estate strategy for the university’s consolidated estate. The Committee also oversees the development of the strategy for allocating land across the university’s various property portfolios. During the year, the Committee reviewed its terms of reference and membership to ensure effective support for the university’s new strategy, creating and appointing two new external member positions to secure relevant skills and experience.
On 1 October 2024, Mr. J. Ritblat succeeded Mr. T. Courtauld as Chair of the Committee.
Nominations Committee
Nominations Committee considers nominations for membership of Council and its committees, and advises on governance succession planning. During the year, the Committee supported Council in the recruitment process for the Provost and Deputy President, including recommending the search process and panel membership.
Remuneration Committee
Remuneration Committee reviews the university’s overall reward strategy to ensure that remuneration practices are fair, equitable, and aligned with institutional values. It is also responsible for reviewing and approving the remuneration of the President, the Provost, and their senior direct reports. The Committee operates in full compliance with the CUC Higher Education Senior Staff Remuneration Code.
Its annual report to Council, presented in May 2025 and published on the university’s website, sets out the principles underpinning senior pay decisions, provides data on salary and performance-related pay, and confirms the Committee’s compliance with regulatory and governance expectations.
The President and other university Officers
Implementation of the strategy, overseen and approved by Council, is delegated to the President, as Imperial’s chief executive who leads the University Management Board (UMB). The President delegates the running of the university’s day-to-day academic affairs to the Provost and Deputy President with input from the UMB and Senate. The Chief Operating Officer has delegated authority and responsibility from the President for the oversight and management of Imperial’s finances and operations. The President, Provost and Chief Operating Officer each provide a report to each Council meeting, including details of the decisions and deliberations that have taken place at the UMB and Senate.
UMB is the senior leadership team that advises the President on all major strategic, policy and operational issues. It reports through the President to Council and comprises the academic leadership and senior professional services staff of the university. UMB is responsible for identifying, guiding, overseeing, and approving all major strategic initiatives, governance matters, policies, and financial strategy, in line with the institutional strategy and budget approved by Council. It oversees the university’s core academic mission of education, research, and translation, and the faculties and professional services that deliver this mission. It is responsible for managing institutional risk, prioritising resources, and monitoring academic, operational, and financial performance in alignment with the framework set by Council.
UMB is supported by its committees, each with defined terms of reference and chaired by a UMB member to provide cohesion. These committees report regularly to the UMB on their activities, providing structured oversight and accountability.
Senate
The Senate plays a key role in providing assurance of academic quality to the Council.
Imperial’s Senate draws its membership entirely from the staff and students of the university. Its role is to direct and regulate the teaching work of the university. The Senate is chaired by the Provost, who provides reports of Senate business directly to Council. Responsibility for specific areas of quality assurance is delegated to various quality committees, overseen by the Quality Assurance and Enhancement Committee, which reports to Senate.