A brief history and overview of the University's governance arrangements

1.1. The University of Oxford is a lay corporation first established by common law and later formally incorporated by statute. It has no founder and no charter. The early history of the University shows that it evolved from a group of Masters and students residing in Oxford in the latter part of the twelfth century. In 1214, the body of Masters and Scholars at Oxford was placed under the jurisdiction of a Chancellor. From that time, the Chancellor, Masters and Scholars of Oxford quickly gained recognition as a corporate body distinct from the individuals who were its members.

1.2. The establishment of the University of Oxford may be contrasted with the foundation of its colleges. All of the colleges are founded by charter and most of them were established and endowed for the perpetual distribution of the bounty of their founder. An essential characteristic of Oxford today is the position of the independent and self-governing colleges and permanent private halls as part of the collegiate university. Each college has its own statutes, endowment and governing body. The 1923 Oxford and Cambridge Act provides the core legal framework linking the interdependent components of these collegiate universities, reflecting the strong traditions of academic self-government that characterise them.

1.3. The recent history of governance reforms began in 1964 when the University established the Franks Commission (chaired by Lord Franks, then Provost of Worcester College), to propose reforms ensuring the more efficient administration of the University, while retaining its strong tradition of academic self-government. The Commission published its report in 1966 (Report of Commission of Inquiry, 2 vols. OUP, 1966)¹.

1.4. Further important changes to the University's internal structures were approved by the University in 1999, the legislation coming into force in October 2000. These changes were made after a review of the organisation, management and financing of the University carried out in 1997-8 by a Commission chaired by the then Vice-Chancellor, Sir Peter North, and further consideration by a Joint Working Party on governance chaired by the then Vice-Chancellor, Dr Colin Lucas (now Sir Colin Lucas)². A new set of Statutes was enacted in 2002, as had been recommended by the North Commission and the Joint Working Party on Governance.

¹ The main Franks reforms that were adopted were: the appointment of the Vice-Chancellor and the chairman of the General Board as full-time salaried posts every four years; the establishment of a General Purposes Committee (GPC) appointed from the members of Council; the establishment of the role of Registrar to head the University's day-to-day administration; underlining the sovereignty of Congregation over the University; and the establishment of a Conference of Colleges to represent the interests of the colleges.

² The main changes made in 2000 were: the merger of the two principal governing committees – the Hebdomadal Council and the General Board of the Faculties – into a single Council; the inclusion of external members on the new Council; the establishment of four major committees under Council (EPSC (now the Education Committee), GPC, Personnel (now People) Committee and Planning and Resource Allocation Committee); the establishment of Pro-Vice-Chancellorships with designated portfolios (usually called functional PVCs); the arrangement of the faculties, sub-faculties and departments into five new academic divisions; the appointment of a head of each division, who is a member of Council ex officio; and statutory representation of the colleges on these bodies.

2.1. Following these changes, the University's current governance structure is as described below. These governance arrangements are for the most part set out in University Statutes and Regulations.

2.2. The sovereign body of the University is Congregation. Congregation acts as the 'parliament' of the University and has the power to bind Council. There are over 5,000 members of Congregation, comprising academic staff, heads and other members of governing bodies of colleges and societies and senior research, computing, library and administrative staff.

2.3. Council is the executive governing body responsible for the academic policy and strategic direction of the University, subject to the powers of Congregation, which are described in more detail in section 3 below.

2.4. Below Council are a number of major committees (see section 5 below).

2.5. There are now four academic divisions (see paragraphs 6.1 – 6.4 below). The divisions are led by full-time divisional heads (who sit on Council and its key committees) and have divisional boards to which faculty boards and department committees report.

2.6. Standing alongside the University's governance structure is the Conference of Colleges: a consultative forum bringing together the colleges, permanent private halls and societies. The Conference of Colleges is described in more detail at paragraphs 6.5 – 6.7 below.

Functions and powers

3.1. Congregation is the sovereign body of the University. Council is bound by all resolutions passed by Congregation and all other acts and decisions taken by Congregation and “shall do all things necessary to carry them into effect“. Any resolution passed by Congregation or other act done or decision taken by it in accordance with the Statutes and Regulations binds the whole University.

3.2. Congregation has responsibility for considering major policy issues submitted to it by Council or members of Congregation (by way of legislative proposal or by resolution); elects members to Council and other University bodies, including the Audit and Scrutiny Committee; approves the appointment of the Vice-Chancellor; and approves changes or additions to the University's Statutes and Regulations, which define the governance structure.

3.3. Legislative proposals require the approval of Congregation. Congregation has the power to intervene to oppose or amend resolutions put forward by Council.

Membership and meetings

3.4. Congregation consists of over 5,000 members, comprising academic staff, heads and other members of governing bodies of colleges and societies and senior research, computing, library and administrative staff. Meetings are generally chaired by the Vice-Chancellor, except for certain meetings such as the conferment of Degrees by Diploma or Honorary Degrees, which are chaired by the Chancellor.

3.5. Meetings of Congregation are scheduled to take place on the Tuesday in each of the first, second, fourth, sixth and eighth weeks in each Full Term and on the second Tuesday after each Full Term, and otherwise as the Chancellor or Vice-Chancellor may determine. If there is no opposed business or any other reason to hold a meeting, any items on the agenda are declared by the Vice-Chancellor to have been approved without the meeting being held. If there is notice of opposition or a topic for discussion, a meeting of Congregation will be held in Full Term.

Procedures

3.6. Notice of every meeting of Congregation and of the business to be conducted at it is published by the Registrar in the University Gazette.

3.7. There are two main motions that can be made at Congregation: legislative proposals and resolutions.

3.8. A legislative proposal is a proposal published by Council for amending, repealing or adding to the Statutes or Regulations. Notice of such a proposal is published in the University Gazette not less than 19 days before the date of the meeting at which it is to be considered. Unless there is notice of opposition or amendment to the proposal by at least two members of Congregation by the eighth day before the meeting, the proposal is passed without question put (unless Council decides otherwise). Otherwise, at the first meeting of Congregation, the proposal is passed or rejected or the proposed amendments approved or rejected. The voting procedure set down in Regulation sets out that the proposal or amendment shall be deemed to have been passed unless at least 125 members vote against it and constitute a majority against it. An amended legislative proposal may be approved at the first meeting or proceedings postponed to a second meeting.

3.9. Resolutions can either be proposed by Council or by any 20 or more members of Congregation. Resolutions either instruct Council to make legislative proposals, or may be on any other topic concerning the policy or administration of the University. A resolution will be published in the University Gazette not less than 19 days before the due meeting and if there is no opposition or amendment to it by at least 2 members of Congregation by the eighth day before the meeting, then it will be declared carried without question put (unless Council decides otherwise). Where there is opposition or amendments that are themselves opposed or unacceptable to Council, a Congregation debate on the resolution or the amendment to the resolution will take place. Unless the Vice-Chancellor in his or her role as Chairman of Congregation announces that in his or her opinion the proposal is accepted or rejected (and he or she is not challenged by at least six members of Congregation), a vote will be taken on the resolution. The resolution may, in circumstances set out in the Regulations, also be submitted to a postal vote. A simple majority carries or rejects the resolution.

3.10. In almost all cases, legislative proposals and resolutions are passed by Congregation because no opposition or amendment is made within the prescribed time.

3.11. Since 1 October 2000, only one legislative proposal has been the subject of a vote at a meeting of Congregation. This was the legislative proposal arising out of the White Paper on University Governance in Michaelmas term 2006, which was then submitted to a postal vote. Since 1 October 2000, only two resolutions have been the subject of a vote at a meeting of Congregation, one of which was then submitted to a postal vote. These were resolutions relating to student admissions (postal vote, May 2003) and to the rejection of any mandatory system of regular joint University-College review of individual contributions (May 2005). Over the same period, 6 resolutions, including those described above, were proposed by 20 members of Congregation. The other 20 member resolutions were proposed in May 2005 (2, both accepted by Council), May 2006 (accepted by Council) and November 2007 (accepted by Council).

3.12. Attendance at Congregation meetings varies widely. For votes on recent major issues, attendance has ranged from 800 to 1,200. A postal vote of the whole of Congregation can also be called by Council or by at least 50 members of Congregation, and this allows for a more complete poll of Congregation when a matter is considered to be sufficiently important for this to be necessary.

3.13. The Coopers and Lybrand report before the North reforms states that “Congregation…seems to operate as a long-stop on decision making in Oxford. It would appear that the threat of taking an issue to Congregation is often as powerful as actually doing so”. The North reforms did not reduce the powers of Congregation and indeed the North Report stated that Congregation has “a valuable role… in acting as the ultimate arbiter of contentious issues, and in being a forum through which the central executive bodies can be called to account”.

3.14. Either Council, or any 20 or more members of Congregation, may also put forward for discussion in Congregation any topic of concern to the University. Council has a duty to give consideration to the remarks made in the discussion, but Council is not, as it is with resolutions, bound to take any further action in regard to the topic. This procedure has only been used twice since its introduction as part of the 2000 governance changes (in relation to the second Green Paper from the Governance Working Party in November 2005, and on the Task Force on Academic Employment's consultation on proposals for career progression for academics in November 2008).

3.15. Any member of Congregation may ask a question at a meeting of Congregation in Full Term about any matter concerning the policy or the administration of the University. The answer to such a question is published in the Gazette before the meeting at which it is to be asked; at that meeting supplementary questions may be asked to elucidate the answer. This procedure has only been used once in recent years (on the University's recognition of the UCU trade union in January 2010).

3.16. Decisions of Congregation are reported in the Gazette. If a postal vote is to be held, a transcript (or exceptionally a summary) of the debate is published in the Gazette.

Functions and powers

4.1. Council is the University's executive governing body. It is responsible, under the Statutes, for “the advancement of the University's objects, for its administration, and for the management of its finances and property” and has “all the powers necessary for it to discharge those responsibilities”. Council is therefore responsible for the academic policy and strategic direction of the University, including its relations with colleges and external relations. All decisions concerning the University are made by Council or by any other body or person to whom Council delegates such decision-making powers, always, as described above, subject to the powers of Congregation.

4.2. Council is responsible for determining the system of internal controls operated by the University and for monitoring the adequacy and effectiveness of the control environment. As set out in the University's Corporate Governance Statement in its Annual Financial Statements, Council has agreed on the major strategic risks to the University's activities and these are reviewed on a regular basis to identify developments and to consider any additional matters which need to be addressed.

4.3. Furthermore, Council is responsible to the Office for Students for meeting the conditions of registration.

4.4. The members of Council are charity trustees and are bound by fiduciary duties. Consequently, they must ensure that the income and capital of the University are managed and allocated responsibly and in accordance with its charitable objects.

4.5. The principal business of the Council is to settle the annual budget, the Strategic Plan and other plans, to take major strategic decisions, to receive and decide upon reports from its committees and the Press and to propose amendments to Statutes and Regulations.

4.6. The main committees of Council are described at section 5 below. Committees of Council are responsible under Council for the matters that Council delegates to them by Regulation or otherwise. Major decisions are referred by the committees to Council for decision.

Membership and meetings

4.8. Council has between 25 and 28 members, as described below.

4.9. The Council Statute (Statute VI) provides for four places on Council for external members who will in future be recommended by the Nominations Committee, nominated by Council and approved by Congregation.

4.10. The remaining members consist of the Vice-Chancellor (who is also the Chair of Council), the Chair of the Conference of Colleges (see further paragraphs 6.5 – 6.7 below), the Proctors, the Assessor, a member of Congregation elected by the Conference of Colleges, the heads of the four academic divisions, 11 members of Congregation elected by Congregation and up to 3 members of Congregation co-opted by the Council. In recent years there has only been a single co-opted members at any time, the Pro-Vice-Chancellor appointed as the internal Vice-Chair of Council. In addition, three student members of the University are entitled to attend and speak (but not vote) at meetings for the unreserved business of Council.

4.11. Council meets regularly. Ordinary meetings of Council are held on the fourth and ninth week of each term (week 8 in Michaelmas term) and twice in the Long Vacation. Meetings are also scheduled for the first Monday of each term, but these meetings are only held if there is urgent business which requires discussion. Extraordinary meetings may also be held at such other times as the Vice-Chancellor directs.

4.12. Over the last six years, the attendance rate at Council meetings has consistently been between 80-90%. If an elected, co-opted or external member of Council attends fewer than nine meetings during the course of the academic year, less those that are cancelled, his or her seat must be vacated at the close of that year, unless the General Purposes Committee of Council decides otherwise in a particular case.

Procedures

4.13. Council meetings are chaired by the Vice-Chancellor. Council decisions are usually taken by consensus, although a vote is held at times on particular issues. In general, only more routine decisions of an administrative nature are taken by the Vice-Chancellor alone, despite the breadth of the powers delegated to the Vice-Chancellor (see paragraph 7.3 below).

4.14. A copy of the agenda for Council is posted on the University Intranet on Friday before each Council meeting (with adjustments for meetings held other than on a Monday). A copy of the non-confidential minutes of Council is posted on the Council intranet pages after the minutes have been approved at the subsequent Council meeting. Council has agreed that non-confidential papers will be posted on the Council intranet pages within a week of the meeting to which they refer.

5.1. The Education Committee, the General Purposes Committee (GPC), the People Committee, the Planning and Resource Allocation Committee (PRAC), and the Research and Innovation Committee are responsible under Council for the matters that Council delegates to them by Regulation or otherwise (the Regulations governing all of these bodies, and those below, are on the University's website). Their role is generally one of review, oversight, co-ordination, monitoring and planning although they do have certain decision-making powers as set out in the Regulations. The committees consider reports, including from the divisions, and where appropriate make recommendations to Council.

5.2. The GPC is chaired by the Vice-Chancellor. The Education Committee, the People Committee, PRAC and the Research and Innovation Committee are chaired by functional Pro-Vice-Chancellors.

5.3. Council has an Audit and Scrutiny Committee, a Finance Committee, a Nominations Committee, a Committee to Review the Salaries of Senior University Officers (which is the equivalent of a remuneration committee) and an Investment Committee. The committees of Council which each meet several times each term and report regularly to Council are the Education Committee,  GPC,  the Personnel Committee,  PRAC, and the Research Committee. In addition to these committees, there are other standing committees, and ad hoc committees may also be set up from time to time.

5.4. The responsibilities of the Audit and Scrutiny Committee, which meets at least four times a year, include investigation of matters it considers necessary, audit reviews and review of effectiveness of risk management, control and governance. It has nine members, of whom five are external (including the chairman who must be an external member of Council), three are elected by Congregation and one is ex officio (the chair of the Conference of Colleges).

5.5. The Finance Committee's responsibility includes reviewing and making proposals to Council the consideration of the financial resources available to the University, and the proposal of a five-year financial strategy for the University incorporating: (i) the overall income and expenditure budget; and (ii) the overall capital expenditure budget consisting of (a) an allocation for the strategic capital investment plan and (b) an allocation for the annual rolling capital programme for approval by Council. The Finance Committee has eight members, including for external members.

5.6. The Nominations Committee has a membership of ten, which includes two external members of Council (one of whom may be a former such member) and four members elected by Congregation. The Committee to Review the Salaries of Senior University Officers includes three external members, one of whom is appointed by Council as its chair, three other members and a further member who may be co-opted by Council.

5.7. The regulations for the Investment Committee provide that at least five of its members must be external, all of whom must bring recent and relevant expertise of investment management to the working of the committee. All are appointed by Council, one of whom is appointed by Council to serve as chair of the committee. The Vice Chancellor is also a member. Up to two other members are appointed by Council and they must also have recent and relevant expertise of investment management.

Academic divisions

6.1. There are four academic divisions: Humanities, Social Sciences, Mathematical, Physical and Life Sciences, and Medical Sciences. The divisions have considerable delegated academic policy-making authority, as well as budgetary and financial authority within the confines of their budgets.

6.2. Each division has a full-time head (who sits ex officio on Council and its key committees) and an elected divisional board. The head of division has overall responsibility for all aspects of the division's activity but may, with the agreement of the Vice-Chancellor, delegate operational responsibility for some of those activities. There is considerable delegation of responsibility beyond these boards to individual faculties and departments.

6.3. The principal responsibilities of each divisional board are:

• the oversight of the organisation, development and delivery of curricula, and oversight and development of the general context of research;
• the development and proposal of strategic five-year plans and one-year operating statements;
• the general oversight of and responsibility for all matters concerning budgets, space, syllabus and staffing.

6.4. Council approves the budget of each division. The divisions make recommendations to Council or its committees for major decisions in their respective areas.

Conference of Colleges

6.5. The Conference of Colleges was created in order to provide a forum for colleges, societies and permanent private halls (together referred to here as colleges) to deal with matters of shared interest and common purpose, and to do so in a coherent manner. Its purpose is to be a means (both proactively and reactively) of gathering the views of colleges, establishing a consensus, where one exists, reflecting the views of college governing bodies, and communicating to the University a coherent college view. Such views having been gathered, and the extent of the consensus established, the Conference then provides a means for the colleges collectively to engage with the University.

6.6. The Conference of Colleges has a Steering Committee consisting of a chairman and 10 members and a number of sub-committees dealing with academic and financial matters.

6.7. The Chair of the Conference of Colleges is a member of Council ex officio, together with a member of Congregation elected by the Conference of Colleges (normally the Vice-Chairman of the Conference of Colleges). The Chair of the Conference of Colleges is a member of the Planning and Resource Allocation Committee, the General Purposes Committee and the Audit and Scrutiny Committee; the Chair or Vice-Chair of Conference serves on the Education Committee and the Chair of Conference's Senior Tutors' Committee serves on the People Committee.

7.1. Oxford's principal academic and administrative officer is the Vice-Chancellor. The role of the Vice-Chancellor is to provide strategic direction and leadership to the collegiate University, and to position and represent the University internationally, nationally and regionally. He or she is also the designated accounting officer to HEFCE.

7.2. The Vice-Chancellor chairs Council and Congregation (except for specific meetings reserved to the Chancellor), and nominates deputies to chair other committees where this is not provided for in the Regulations. He or she works with Council, the colleges, the divisions, the Conference of Colleges and Congregation to ensure a coherent vision across all the constituent parts of the University and to ensure that the governance, management and administration of the collegiate University are efficient and effective.

7.3. The Vice-Chancellor is empowered under Council standing orders to take such steps as he or she may deem necessary for the discharge of Council's responsibilities, subject to consulting Council on, or reporting to Council, any exercise of this power in respect of which he or she considers that Council should be consulted or informed. In practice, Council receives reports and/or is consulted on all major decisions.

7.4. The Vice-Chancellor is also involved in securing and continuing the growth of the University's financial base, and takes a principal role in the University's fundraising, including the development of relations with alumni.

7.5. The Vice-Chancellor is nominated by a standing committee that reports to Council. Council then submits the nomination to Congregation for approval.

Chancellor
8.1. The Chancellor, who is usually an eminent public figure, serves as the titular head of the University, presiding over all major ceremonies. The Chancellor is elected by the members of Convocation and holds office during his or her life or until his or her resignation. The Chancellor chairs Congregation at the Encaenia, or at any other meeting held for the conferment of degrees by diploma or honorary degrees (at all other times, Congregation is chaired by the Vice-Chancellor). He or she also has responsibility for dealing with benefactors (including through the Court of Benefactors) and with alumni of the University. In addition to his or her formal functions, the Chancellor plays an important informal role of a knowledgeable sounding board and adviser to senior members of the University. The current chancellor is Lord Patten.

Registrar
8.2. The Registrar is appointed by Council and is Secretary to both Congregation and Council.

8.3. The Regulations provide that the Registrar is the principal adviser on strategic policy to the Vice-Chancellor and to Council and is responsible for effective co-ordination of advice from other officers to the Vice-Chancellor, Council and other University bodies. The Registrar has overall responsibility for administration and reports to the Vice-Chancellor.

Pro-Vice-Chancellors
8.4. There are six functional Pro-Vice-Chancellors (five full-time equivalent). Their role is to take lead responsibility, under the Vice-Chancellor's direction, for ensuring the successful implementation and further development of the objectives and strategies in the Strategic Plan, working closely with each other in discharging this responsibility.

8.5. The functional Pro-Vice-Chancellors are appointed by Council, on the recommendation of a selection committee established by Council for this purpose.

High Steward
8.6. The High Steward can be consulted by the Vice-Chancellor on the resolution of disputes over the interpretation or application of Statutes and Regulations and is responsible for appointments to various University disciplinary bodies.

Proctors and Assessor
8.7. The two Proctors and the Assessor are members of Council and a number of standing committees ex officio. They have the power to attend and observe (but not to vote at), and to receive upon request the papers of, any University committee. The Proctors have a responsibility generally to ensure that the Statutes, Regulations, customs and privileges of the University are observed. They are actively involved in scrutiny, principally of the academic, planning and financial affairs of the University.

8.8. The two Proctors and the Assessor are each elected for a period of one year by (and from among) the Fellows of a college. The three colleges are decided by annual rotation among all the colleges.