Terms of Reference and Constitution
Governance reporting line: Council
Document owner: Governance Services
1. Origin
The Council has established a committee of Council known as the Finance Committee.
2. Purpose
As a committee of Council, to consider and make recommendations to Council regarding the University’s financial plans and interests and to take into consideration both local constraints and aspirations together with the context of the wider environment of Higher Education funding, public policy and the demand for Higher Education services.
3. Responsibilities and activity
3.1 Review and Monitor
- i) To review the financial performance, future prospects, 5 year forecasts and resources available to the University, to report on the principal internal allocation of resources and to recommend a budget to Council to enable implementation of plans of the University.
- ii) To monitor the University's investments in any trading activities or operations in which the University has an interest.
- iii) To monitor the business plans and performance of the University’s subsidiary companies.
- iv) To monitor the Strategic and Operational Risk Registers for financial elements and to make recommendations accordingly.
- v) To regularly monitor the performance and governance of the Office of Development and Alumni Relations.
- vi) To monitor strategic investment that services the University Bond debt.
3.2 Treasury
- vii) To consider the Treasury Management Strategy annually and make recommendations to Council.
- viii) To supervise the Treasury Management Policy in the following ways:
- a) to determine the policy for the allocation of funds for investment, indicating the liquidity requirements attached to the funds;
- b) to consider new investments in excess of £10 million and to make recommendations to Council;
- c) to receive, for information, reports of new investments between £1 million and £10 million approved by the Director of Finance in line with the TMP;
- d) for endowment funds, to appoint fund manager(s) and receive reports on the performance of investments under their management;
- e) to receive regular reports on the allocation of borrowing to specific projects and to recommend to Council any variance in the terms of the borrowing arrangements or in the total value of the borrowing.
- ix) To recommend to Council the appointment of the University’s banker(s).
3.3 Estates and Capital
- x) To consider new Capital Programmes, looking at business cases for investments over £25m, and make recommendations to Council.
- xi) To consider all capital schemes related to the 10 Year Plan Strategy and review the financial aspects of such schemes prior to presentation to Council.
- xii) To monitor the current Capital Programme to ensure that significant projects are progressing to time and budget.
- xiii) To consider amendments to a previously approved capital project budget and to make a recommendation to Council, where the overall budget is exceeded by more than £5m, and where individual significant projects with budgets of over £25m are exceeded by 10%.
- xiv) To consider the acquisition of, disposal of and/or any leasing arrangements of land and buildings of estimated net book value in excess of £10 million and to make recommendations to Council for approvals above £25m.
3.4 Fees and Income
- xv) To approve fees chargeable by the University (subject to any changes in the statutory fee level being considered and recommended to Council).
- xvi) To consider significant changes in the University's OFFA Bursary Scheme, including scholarships, bursaries and prizes, and to make recommendations to Council.
- xvii) To consider acceptance of gifts, donations, endowments and legacies made to the University.
3.5 Debts
- xviii) To make recommendations to Council on the writing off of debts of £250,000 and above and to approve the writing off of debts between £50,000 and £250,000.
- xix) To consider and approve debt management, covenants and communications matters to investors and bond holders.
3.6 Compliance
- xx) To approve amendments to the Financial Regulations.
- xxi) To review and approve the Transparent Allocation of Costs (TRAC) process and results (the annual TRAC return and charge out rates). To confirm compliance with TRAC requirements.
- xxii) To examine and approve any changes to intercompany loans or share holdings, monitor changes to Directors and Board governance.
- xxiii) To consider the University Annual Financial Statements and to make any recommendations, prior to consideration by Council. NB: The External Auditor may be invited to attend for this item of business.
- xxiv) To examine and approve the basis and structure of any trading companies which the University might propose to set up and to approve their disestablishment.
3.7 Pension
- xxv) To consider University policy on membership of pension schemes and to receive for information PASNAS financial statements.
3.8 Other
- xxvi) To carry out tasks and finish projects as from time to time be identified by Council, as appropriate.
- xxvii) To co-opt persons onto the Committee to assist with any aspect of the Committee’s work for any such time period the Committee see fit.
4. Reporting arrangements
The Finance Committee is accountable to Council.
5. Constitution
5.1 Membership
Members of the Finance Committee are appointed by the Nominations Committee.
The committee shall comprise:
- Chair (University Treasurer)
- Chair of Council
- President & Vice Chancellor
- Up to 3 Lay members of Council
- Executive Member
5.2 Attendance at meetings
The following shall normally be in attendance at Finance Committee meetings:
- Vice-President (Operations)
- Executive Director, Finance and Planning
- Director of Finance – Planning and Analytics
- Executive Director for Legal, Governance & Strategy Implementation
- Governance Services
Current membership is set out in the Annex to these Terms of Reference.
6. Quorum and frequency
6.1 Quorum
The quorum shall be not less than one third of the total number of members, plus one member.
6.2 Frequency of meetings
Meetings shall normally be held four times each financial year.
7. Resources
Secretariat support is provided by Governance Services.
8. Terms of Reference review
Date of last review: September 2022
Date of next review: 2023/24
Annex
| Members | |
| University Treasurer (Chair) | Mr Stephen Young |
| Chair of Council | |
| President and Vice Chancellor | Professor Mark Smith |
| Up to three Class 2 lay members of Council | Ms Francesca Barnes |
| Executive Member | Professor Phillip Wright |
| In Attendance | |
| Vice-President (Operations) | Wendy Appleby |
| Executive Director, Finance and Planning | Alison Jarvis |
| Director of Finance - Planning and Analytics | Mark Shutler |
| Executive Director for Legal, Governance and Strategy | Yvonne Hawkins |
| Governance Services | |