Ulster University Council

1. To provide leadership on strategy, stewardship and overall governance.
2. To approve the University Strategy and Purpose, based on proposals developed and recommended to Council by the Vice-Chancellor.
3. To approve the Performance Management Framework through which to monitor and evaluate the University’s institutional performance, based on proposals developed and recommended to Council by the Vice- Chancellor, and to review the University’s institutional performance, based on evidence developed and provided to Council by the Vice-Chancellor/the University Executive.
4. To approve the overall Risk Management Framework (to include academic risks) and Risk Management Policy, on the recommendation of the Audit and Risk Committee, and to receive a copy of the Strategic Risk Register (SRR) and Strategic Risk Mitigation Plan (SRMP) at least once per year.
5. To receive, through the People Committee, an annual report and assurances in respect of the University’s arrangements for Health, Safety and Wellbeing (HSW).
6. To approve significant people and culture strategies which have a material impact on the working conditions of staff members of the University, or which could materially affect the University’s reputation.
7. To approve recommendations as made by the People Committee in relation to:
   • The appointment and terms of office of the Chancellor, Pro-Chancellors (including the Chair of Council) and Honorary Treasurer, to include effective succession planning.
   • The number of Pro-Chancellors.
   • The appointment of an interim Pro-Chancellor, where required.
   • The appointment of the Vice-Chancellor on the recommendation of a Joint Committee of Council and Senate.
   • The appointment of members of Council/Charity Trustees.
   • The process governing the election/appointment of staff members to Council.
   • The optimum overall composition and membership of Council and its Committees.
   • The allocation of Council members to membership of the University's core Committees. Where a conflict arises, the Committee can reallocate members across Committees without recourse to Council.
   • The removal from Council – for good cause – of any member of Council in line with the relevant Statute.
8. To receive notification, on acceptance, of appointments made to the positions of Deputy Vice Chancellor, University Provost, Chief Strategy & Finance Officer, People Officer, University Secretary, and the Pro-Vice-Chancellors and Executive Deans.
9. On the recommendation of Senate, to institute or discontinue Faculties and other academic Schools/Departments of the University.
10. To make provision, so far as the Council may think fit, for schemes and insurance, superannuation pensions or retirement benefits for all employees of the University and their dependants.
11. On the recommendation of Senate, to deprive persons of any Degrees, Diplomas, Certificates or other academic distinctions granted to or conferred   on them by the University.
12. On the recommendation of Senate, and subject to Statute II, to make Ordinances to regulate the discipline of students and other person.
13. To receive an annual   report, providing the requisite assurances on the University’s arrangements for   research governance.
14. To approve the establishment   of Subsidiary Companies and legal Joint Ventures, following consideration by the Resources Committee, and to approve the sale of equity in IUL, based   on a recommendation from   Resources Committee.
15. To approve the establishment of overseas campuses leading to an award of the University.
16. To approve Honorary Degree recipients via a joint Committee of Council and Senate, under delegated authority from Senate,   and to receive   a report once   nominees have agreed   to award acceptance, for information.
17. To approve any amendments to the Charter, any new, amended   or revoked Statutes by Special Resolution as set out in the Charter, prior to   Privy Council approval.
18. To approve all new and   amended Ordinances, and to consider the revocation of any Ordinances. Senate   to be consulted where the amendments involve any academic matter for which it   has responsibility.
19. To approve Annual Accountability Returns, including Financial Statements and Financial Forecasts, including the Annual Assurance Report on Academic Quality.
20. To approve the establishment, name, composition and duration of all new University Committees.
21. To approve significant University projects or initiatives (where these do not qualify as Capital/Estates projects). Approval mechanisms will be determined by the total net cost of procurement plus the cost of delivering the project/initiative over its first five years - Council (via Resources Committee) > £10m. A report should also be provided to Council via the Audit and Risk Committee (through the Strategic Risk Register) to inform members of any projects/initiatives where there is the potential for significant reputational risk to the University.
22. To receive a report, via the Resources Committee, informing members of any projects/initiatives where there is potential for significant income generation to the University.

    CAPITAL PROJECTS & ESTATES MATTERS

23. To approve the Estate Masterplan (Infrastructure Capital Plan), following recommendation from the Resources Committee
24. To approve the acquisition, construction, leasing, refurbishment and disposal of buildings (and acquisition and disposal of land) within Estate Strategy (above £5m).
25. To approve the signature of Nomination Agreements (Agreements between the University and private sector student accommodation providers) required above agreed limits (>£10m).
26. To approve the necessary approaches to achieve practical and financial completion of the wider Greater Belfast Development (GBD) project, informed by appropriate recommendations from the Belfast Campus Development Committee.
27. To approve City Deals and Special Capital Projects following recommendation from the City Deals and Special Projects Committee/Resources Committee, to approve spend above agreed limits of >£5m, and to determine, from time to time, Special Projects falling within the scope of the City Deals and Special Projects Committee.
28. To be notified prior to any announcement of the agreed naming of University buildings and spaces, where approved, to the next available meeting of Council.

PEOPLE & CULTURE MATTERS

1. To take any required decisions in respect of the University’s continued involvement in either of its pension schemes, based on a recommendation from the Resources Committee, and to be advised on pension matters, as appropriate, by the Resources Committee.

   Effectiveness Reviews

2. To undertake, with some degree of independent input, a review of its own effectiveness at least every three years and oversee the implementation of actions arising from this review as appropriate.

These Terms of Reference will be subject to annual review.

The Council is the governing body of the University and its members are the trustees in relation to the University’s status as an exempt charity. The Council is responsible for overseeing the University’s activities, determining its future direction, and fostering an environment in which institutional objectives are achieved.

This Statement is based on the model statement contained in the Higher Education Code of Governance, published by the Committee of University Chairs in September 2020, adapted to reflect the powers and responsibilities that the Council derives from its approved Charter and Statutes.

Consistent with the University’s constitution, the primary responsibilities of the University Council are as follows:

1. To provide oversight and accountability for the University’s arrangements for governance and risk management.
2. To set and agree the mission, strategic vision and values of the University with the Executive, in accordance with its primary objectives of learning, teaching and research.
3. To approve and keep under review the University’s long-term academic and strategic plans, including key performance indicators, ensuring that these meet the interests of stakeholders, especially staff, students, alumni and other beneficiaries.
4. To ensure that processes are in place to monitor and evaluate the performance and effectiveness of the University against the strategy, plans and approved key performance indicators, which should be, where possible and appropriate, benchmarked against other comparable institutions.
5. To delegate authority to the Vice-Chancellor, as Head of the Institution, for the academic, corporate, financial, estate and human resource management of the University.
6. Through an effective Scheme of Delegated Authority, regularly reviewed by Council, to establish and keep under review the policies, procedures and limits within such management functions as shall be undertaken by, and under the authority of, the Vice-Chancellor.
7. To ensure the establishment and monitoring of systems of control and accountability, including financial and operational controls, risk assessment, value for money arrangements and robust procedures for handling internal grievances and managing conflicts of interest.
8. To establish processes to monitor and evaluate the performance and effectiveness of Council itself.
9. To conduct its business in accordance with best practice in Higher Education corporate governance, the University’s agreed values, and with the principles of public life drawn up by the Committee on Standards in Public Life.
10. To safeguard the good name and values of the University.
11. To appoint the Vice-Chancellor as Chief Academic and Administrative Officer of the University, and as its Accounting Officer, and to put in place suitable arrangements for monitoring their performance.
12. To appoint a Secretary to Council and to ensure that, if the person appointed has managerial responsibilities in the institution, there is an appropriate separation in the lines of accountability.
13. To be the employing authority for all staff in the University and to be accountable for ensuring that an appropriate people and culture strategy is established.
14. To seek assurance that the University is meeting the conditions of funding as set by regulatory and funding bodies and other major University funders, and that the use of funds is in line with the principles of regularity, propriety and value for money.
15. To be the principal financial and business authority of the University, to ensure that proper books of account are kept, to approve the annual budget and financial statements, and to have overall accountability for the University’s assets, property and estate.
16. To be the University’s legal authority and, as such, to ensure systems are in place for meeting all its legal obligations, including those arising from contracts and other legal commitments made in the University’s name. This includes accountability for health, safety, wellbeing and security and for equality, diversity and inclusion.
17. In consultation with Senate, to receive assurance that adequate provision has been made for the general welfare of students.
18. To ensure that the procedures in place for managing students, including disciplinary procedures, are fair and equitable.
19. To act as trustee for any property, legacy, endowment, bequest or gift in support of the work and welfare of the University.
20. To determine regulations for the custody and use of the common seal of the University.
21. To approve, for consideration by Privy Council, changes to the Charter and Statutes and to ensure that the institution’s constitution is always followed, and that appropriate advice is available to enable this to happen.
22. To promote a positive culture which supports inclusivity and diversity across the institution, including within Council’s own composition.
23. In partnership with Senate, to maintain and protect the principles of academic freedom and freedom of speech legislation.
24. To ensure that all students and staff have appropriate opportunities to engage with the governance and management of the institution by operating in an open, honest and accountable manner.
25. To ensure the University is appropriately accessible and relevant to its local communities and is open to engagement with local communities in identifying its role in delivering public/community benefit and economic civic duties.