The flexibility of the government’s regulatory framework allows colleges to be innovative with their governance and gives them the ability to create bespoke models that are fit for purpose.
The Department for Education and the Association of Colleges have issued guidance on undertaking mergers and acquisitions:
College mergers (Association of Colleges)
Merger resources (NCVO)
The structure of governance within colleges varies significantly, especially following the Area Review process which saw the merger of a number of colleges into large college groups.
Most colleges either adopt a committee structure or Carver model of governance.
This structure sees the board convening termly, with a number of committees in place that also meet termly. All colleges are required to have an Audit and Search committee. Other committees in this structure typically include Finance, Quality/Curriculum, RemCo, Higher Education, and Property, where relevant. The strength of this system is that it can allow more time to be spent on 'deep dives' through committee work, into a variety of areas such as finance. A weakness of this system is that it can lead to duplication of conversation and work. However, if delegated authority is fully implemented, it can allow the board to spend more time in strategic discussion.
To give it is proper name, Policy Governance, this is a system introduced by John & Miriam Carver in the 1970s, and is now known as Govern for Impact. Policy governance is based on functions rather than structures. The practices of the Policy Governance board which are consistent with the principles, allow it to control without meddling, focus on long-term objectives and powerfully delegate to a CEO and staff and discharge its fiduciary responsibility in a strategic manner. Management and the board agree 'ends' and 'means' policies. Management then implement the policies whilst the board oversees progress. The strength of this model is in its ability to allow the board to remain strategic, the flexibility it brings, and clarity on roles and responsibilities. A criticism of this structure is that there is a risk that governors don't get deep enough into the detail i.e. of finance, in order to sufficiently scrutinise management's performance. This has largely been due to the tendency to have a structure with less committees and more frequent board meetings that haven't gone into depth on key topics in the way a committee traditionally might. However, if operated correctly, this model should not be deficient.
Instrument & Articles
The Instrument and Articles of Government are laid out in regulations made by the Secretary of State
under powers established by the Further and Higher Education Act. The Instrument and Articles set out
the governing body’s composition and procedures and its internal powers, responsibilities and duties.
Article 25 was a new provision inserted by the 2012 Modification Order in order to ensure that all Corporations are able to take advantage of the ability under s.22 Further & Higher Education Act 1992 (as substituted by the Education Act 2011) to amend their Instrument and Articles. Amendments may only take place after consultation with any other persons who, in the Corporation’s view, are likely to be affected by the proposed changes. The Corporation can not make changes to the Instrument or Articles of Government that would result in the body ceasing to be a charity.
Schedule 4 lays out the minimal requirements for I&As following the 2012 Modification Order. More on responsibilities of the governing body can be found here.
This document sets out the procedures, rules and arrangements agreed by the Corporation with regard to the conduct, rules and procedures for the Corporation and its committees to ensure the efficient running of all business. The Instrument & Articles take precedent over Standing Orders.
Terms of Reference
It is a good idea that each committee/working party/task and finish group of the college be clearly defined in writing. This promotes understanding of who is in the group, what they aim to achieve, and how they intend to go about doing it. This clarifies the key functions of governance - where the power lies, how decisions are made and how account is rendered.
The Articles of Government allow corporations to establish committees for any purpose or function (other than those assigned to the Principal or Clerk) and may delegate powers to such committees. The ESFA sets out its expectations of the scope of work of audit committees in its guidance note.
Committee Terms of Reference
Sample Terms of Reference are available for download below.
Local College Boards
With the sector seeing a significant increase in the number of mergers over the past few years, possibly with more mergers and collaborations to come, it is important to understand the place local college boards have in the governance structure within college groups. This Guidance Note below, details the possible structure, role, and oversight arrangements of a local college board/committee.
Local College Board Guidance Note & Terms of Reference.
Scheme of Delegation Template
A Scheme of Delegation distinguishes between matters reserved exclusively for the Corporation’s approval or decision, and matters delegated to committees and individuals. Any such document will take account of the legal framework governing colleges, i.e. the Instrument and Articles of Government, Education & Skills Funding Agency’s Financial Memorandum and Post-16 Audit Code of Practice. The purpose of such a document is to enable all parties to fulfil their roles and responsibilities, provide clarity on individual and collective responsibilities, and delegated responsibilities. The Board can delegate aspects of decision-making to a committee, but it cannot delegate responsibility and must retain overall control.
Such a document is crucial in large college groups that are operating with some level of delegated authority to a local stakeholder structure.
A Scheme of Delegation template is available for download below.