The University complies with the Committee of University Chairs (CUC) Higher Education Code of Governance and ensures transparency of its corporate governance through the regular publication of materials on its website and through its annual report.

As a UK University, Imperial is in the Office for Students’ Register of officially registered Higher Education providers and is an exempt charity under schedule 3 of the Charities Act 2011, regulated by the Office for Students (OfS).

Imperial College London is committed to following best practice in all aspects of corporate governance. Imperial endeavours to conduct its activities in accordance with the seven Principles identified by the Nolan 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). It has a whistleblowing procedure and complies with the Public Interest Governance Principles required by the OfS.

The Council is the governing body of Imperial College London – its structure and roles are established by Statutes. It is responsible for overseeing the strategic direction and finances of Imperial, for the efficient management and good conduct of the affairs of the University, and for oversight of its governance and compliance.

During 2022–23 there were 23 members of the Council, the majority of whom are independent members, including the Chair and Deputy Chair. Also included in its membership are representatives of Imperial’s staff and student body. The membership increased to 27 from August 2023 as a result of the decision by Council to create new roles for additional staff and student members. The Council meets at least four times a year.

None of the independent members receive any payment for the work they do on Council, apart from the reimbursement of expenses. Imperial maintains a Register of Interests of members of the Council and of Senior Officers which may be consulted by arrangement with the College Secretary.

The Council is supported by the committees set out below. All have approved terms of reference and specified membership, including independent and co-opted members to provide expert support. They are all chaired by independent members of the Council and report regularly to Council on their work.

Audit and Risk Committee considers the adequacy and effectiveness of the University’s arrangements for risk management, internal controls, governance, and value for money. It meets four times a year with the University’s internal and external auditors in attendance, and at least once a year meets separately with both sets of auditors for independent discussions. The Committee considers detailed reports with recommendations for improvement, together with management’s responses and implementation plans. Both the committee and the internal auditors provide an annual opinion based on the work they have conducted throughout the year.

Endowment Board manages University assets that are not currently employed directly in the core academic mission of the University. It maintains a diversified portfolio of investments, providing regular distributions for the core academic mission of the University. The University’s Socially Responsible Investment Policy seeks to ensure that any investment decisions consider the same social, environmental and governance concerns as the University, including pursuing an active approach to engagement with its investments in all asset classes.

Finance Committee is responsible for providing the Council with a strategic overview of the University’s finances, with a focus on the longer-term financial plan and the actions taken to achieve it.

Property Committee provides strategic oversight to the academic, undergraduate accommodation and investment property portfolios held by the University and advises on the long-term real estate strategy for the University’s estate.

Nominations Committee considers the composition of Council, including required skills; equality, diversity and inclusion (EDI); and forward planning and nominations for membership of the Council, Council’s Committees, and the Court.

Remuneration Committee reviews the University’s overall reward strategy to ensure that its remuneration practices are being managed in a fair and equitable way. It also reviews and approves the remuneration of the President, the Provost, and their senior direct reports. The committee complies fully with the CUC Higher Education Senior Staff Remuneration Code and its annual report was presented to Council in May 2023 and is published on the Imperial website.

The Senate is the academic authority of the University and its role is to direct and regulate the teaching work of the University. Chaired by the Provost, there are currently 34 members, who are all staff and students. The Senate meets at least three times a year.

The Court brings together key stakeholders of Imperial, including alumni and neighbourhood organisations. Its membership also includes representatives from the Council and from Imperial’s senior management. The Court currently has 29 members and meets once a year.

The Council is responsible for appointment of the President and the Provost, who have direct responsibility for the delivery of Imperial’s core mission in education and research. The President is the principal academic and administrative officer of the University and has responsibility to the Council for maintaining and promoting the efficiency and good order of the University. Under the terms of the OfS Regulatory Framework for Higher Education in England, the President is the designated accountable officer as Head of the Institution.

In 2022, the University carried out a review of its governance arrangements in line with good practice and to identify opportunities for further improvements. Council appointed Halpin Partnerships Limited to conduct a Council effectiveness review. The concluding report found that the governance was effective and made some recommendations to enhance existing practice. The recommendations were adopted by Council and implementation has been ongoing during the year. A key action was the addition of new staff and student members to Council membership to increase the community voice and improve diversity. There has also been a review of the University’s governing documents, and implementation of all changes will be complete by December 2023.

Improving the diversity and gender balance on Council has been an important focus this year. Council has adopted an Athena Swan target of 40% female independent members by 2027. Following an externally assisted search process overseen by the Nominations Committee, two female independent members have been co-opted onto the Audit and Risk Committee from 1 September 2023 and appointed to Council from 1 January 2024, to replace retiring members. Their addition will take the independent female membership to 35%. A search process is underway to appoint the new Chair of Council to succeed John Allan when he retires from Council at the end of his term on 31 December 2023.

Governance improvements have also been made to Imperial’s executive committees. The University Management Board (UMB), which brings together the senior academic and non-academic executives in advising the President on all major strategic, policy and operational issues, has replaced the President’s Board and the Provost’s Board. UMB Committees are in place to facilitate focused discussion and delegated decision-making on specific topics, each chaired by a member of the UMB. These are: People and Culture; Sustainability Strategy; Academic Strategy; Finance, Planning and Investment; Risk, Compliance and Ethics; Operations and Infrastructure; White City Programme Board.

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