Introduction

1.      ​This Code provides advice and guidance to members of the Council about their legal and other responsibilities, and about the conduct of members in meetings and otherwise in dealing with Council business, and in acting as members of the Council. It is re-adopted annually and published on the Council website as part of the Council Handbook.

2.      In some respects aspects of the Code are binding on members of the Council, because they derive from obligations binding on all members of the University, or binding on individuals acting in managerial or governing capacities within organisations such as the University, under the ordinary law including Charity law.  In other respects the Code is advisory, but members of the Council are expected to follow it.

​The Code of Practice

3.       Members of the Council must abide by the law relating to Charity functions, to persons in fiduciary positions, and by the Statutes, Ordinances and Orders of the University, so far as the Ordinances and Orders are consistent with the statutory responsibilities of the Council.

4.       Members of the Council must satisfy the fit and proper persons criteria as set out by the Office for Students (OfS) Regulatory Framework to be eligible to act as a charity trustee. Members are required promptly to notify the Registrary (or, in her absence, the Director of Governance and Compliance) concerning any relevant changes in circumstances in this regard during their term of appointment.

5.       The proceedings of the Council are regulated by standing orders, adopted by the Council and revised from time to time (see Chapter 4 of the Handbook​). 

6.       In addition, there are conventions applying to the conduct of members of the Council:

a.       Members of the Council should address themselves to the interests of the University as an institution, having proper regard to their own particular knowledge of particular activities, domains, or institutions in the University (for example, as a student, as a College Tutor, or as a head of a University department).

b.    Members of the Council must declare any personal or prejudicial interest in any matter before the Council, either at a meeting, or by circulation; a member of the Council wishing to remain for the discussion of that matter at a meeting must abide by the decision of the chair of the meeting (or in the case of business being conducted by circulation by the signatory of the circular) as to whether the member remains at a meeting and as to whether the member may take part in deliberation on the matter. Normally, a member of the Council who has an interest in a matter dealt with by circulation should not sign a Report, or should sign with a note indicating that they have declared an interest. These matters are regulated also by standing order. For registration of interests see also (h) below.

c.    Members of the Council should not, in debate, impugn the integrity of University staff, misrepresent the motives of members of the Council, or personalise onto the Vice-Chancellor decisions which were those of the Council collectively, even if arrived at by a majority decision.

d.    Statute A X 4 provides that Reports shall be signed by members of the reporting body who agree with the Report. A member of the Council who fundamentally disagrees with a decision of the Council, for example with a particular recommendation of a Council Report, would not normally sign the Report (or if disagreeing in part could sign subject to a note of partial dissent).  A member of the Council who disagrees sufficiently strongly may wish to make an explicit statement of dissent.  A member of the Council who only has reservations in minor respects with a proposal may wish to sign without a note of dissent.

       i.  Members of the Council who are appointed by it to serve as such on other bodies, e.g. the General Board or the Finance Committee, serve fully as members of those bodies, but should also explain the Council’s view at them, even if they do not entirely or wholly share it.  When appropriate they should report the views of the other bodies to the Council, even if they do not agree with them.​

ii.  Members of the Council who are appointed by it to serve as such on committees of the Council itself, or joint committees of other bodies, should similarly explain the view of the Council and as necessary report back.

e.    As the charity trustees of the University (in other words of the corporation constituting the University, which does not include the Colleges) members of the Council owe fiduciary duties to the University and must set aside personal interests in dealing with University affairs.

f.    Members of the Council who need to discuss any matter arising from the code of practice or other conventions or requirements affecting membership should consult the Secretary of the Council (the Registrary or in her absence the Director of Governance and Compliance), or in cases of sufficient importance the Chair of the Council (the Vice-Chancellor​).  They should normally abide by the advice given.  If they are unable or unwilling to abide by the advice they should explain to the officer giving their reason, and indicate at the relevant meeting, or in connection with any views expressed in writing or by circulation, their reasoning.  The officer may need to report the matter to the Council for decision.

g.    Members of the Council must record their material and other personal interests which could be considered prejudicial to their role as a member of the Council in the annual declaration of interests form.  A summary of these interests is published on the Council’s website​. Declaration of interests in relation to the agenda other than those already declared in the register of interests, should be noted at the start of each meeting, even if they have been previously declared (see (b) above).

h.    In the absence of specific authority, members of the Council have no power as such to act on behalf of the Council or the University.​

Seven principles of public life (the 'Nolan' principles)

7.       Members of the Council should have particular regard to the seven principles of public life​ as identified by the Nolan Committee on Standards in Public Life:

a.       Selflessness: Holders of public office should act solely in terms of the public interest.

b.    Integrity: Holders of public office must avoid placing themselves under any obligation to people or organisations that might try inappropriately to influence them in their work. They should not act or take decisions in order to gain financial or other material benefits for themselves, their family, or their friends. They must declare and resolve any interests and relationships.

c.    Objectivity: Holders of public office must act and take decisions impartially, fairly and on merit, using the best evidence and without discrimination or bias.

d.    Accountability: Holders of public office are accountable to the public for their decisions and actions and must submit themselves to the scrutiny necessary to ensure this.

e.    Openness: Holders of public office should act and take decisions in an open and transparent manner. Information should not be withheld from the public unless there are clear and lawful reasons for so doing.

f.     Honesty: Holders of public office should be truthful.

g.    Leadership: Holders of public office should exhibit these principles in their own behaviour. They should actively promote and robustly support the principles and be willing to challenge poor behaviour wherever it occurs. ​​​​​​​​​​​​​​​