Provoking changes in higher education, some further reflections on governance – an addendum on the revised code

This blog represents an addendum to a previous blog dated 6 September 2025 by Professor Nigel Savage.

The revised code on Higher Education Governance, published on 17^th June , is a considerable step forward in creating a potentially more robust framework to address the key principles and provisions. It delivers most of the ingredients for change; the challenge is in utilising them to provoke a change in the governance culture and the balance of power between the executive and non-executive (NEDs) roles.

It is implicit in the output that there needs to be a cultural move within the sector from respectful deference to more active oversight on the part of the NEDs. In many respects, the Boards need to take control of governance issues. The ultimate key to that will be recruiting the right people to NED roles via the Nominations Committee and providing more support to enable them to function independently, working alongside a University Secretary or Registrar. To support a rebalance of power and culture, I would not include the “Head of Institution” for Nominations Committee agenda items in respect of the appointment of NEDs. (page 19 para 13). They (and other members of the executive) should be consulted in the appointment process, but they should not participate in the Nominations Committee agenda items for the appointment of NEDs.

In the current climate, with some institutions having turnovers of more than £1.5 bn, Board membership is no longer a role for the gifted amateur potentially with little financial acumen. I agree with the assertion on page 10 that “Appointments should be based on merit, objective criteria and should promote diversity and equal opportunity”. I would, however, add to that list the “ability to contribute to maintaining financial sustainability” . As a baseline, all NEDs whatever their background, should have sufficient intellectual agility and experience at a senior executive or NED level, irrespective of their speciality. NEDs without board strategic business experience will hinder effective discussions and provide limited credibility to challenge the executive. That’s surely a lesson from Dundee. Another lesson from that fiasco is the role of the Finance Committee. The creation of a Finance Committee should be mandatory. There are very few examples of Audit Committee picking up an issue in real time, there are far more where a robust Finance Committee has challenged the executive.

I have long criticised the sectors overreliance on self–regulation by ‘so called’ stakeholders who derive most of their funding and consultancy revenue from the sector and are unlikely to depart from sector deference and orthodoxy. The Forward refers to the level of engagement from the sector as a strong commitment to “strengthening and securing governance”.  On the other hand, such engagement might also be evidence of a commitment to maintaining the imbalance inherent in the prevailing structure.

Many university Boards are too large to function effectively, and unless there is greater pressure to address this issue, it will put at risk the aspirations of the Code. Large numbers of governors on a Board creates the impression that the body is consultative rather than the pinnacle of decision-making. See last sentence page 8 para 5, “size of the Board should not be so large as to discourage challenge, discussion and debate”. Most of them fall into that category and therefore, there must be a presumption that change will take place. I am not wholly convinced that a self-regulatory code will provoke that change quickly enough to rescue the sector and particularly in time for those with severe financial and strategic issues. In general, Codes do not replace effective oversight and challenge; there are numerous precedents where the great and the good have been asleep at the wheel under a commercial code.

The credibility of higher education governance has been on the decline for many years. Such decline probably derives from the impact of the Jarrett Report (1985), which heralded a much more managerial role for Vice Chancellors in traditional universities. This approach was extended to the former Polytechnics following legislative changes to sever the link with local authorities and bestow greater autonomy on all institutions. In recent years, the pace of change has accelerated and given birth to a proliferation of new roles such as Provosts, CEOs and COOs. At the same time, the role of the University Registrar as the guardian of good governance with the appropriate institutional authority declined and the balance of power shifted to VCs. In many institutions, the role of Registrar has been diluted to enrolment. Hence, the importance of the University Secretary having primary responsibility to the Board, overriding any executive responsibilities. I would also restore the title University Registrar to signify a return to a focus on integrity and ethical governance.

I have no doubt that the OfS and the government will welcome the revised code with open arms, if for no other reason than that it is a ‘get out of jail free card’. History is littered with precedents where regulators and governments have sought comfort by falling back on codes to allow them to reassure the public that ‘something is being done’. The sector enjoys the privilege of institutional autonomy, and the failure to respond to contemporary trends in governance should mean that they compromise that autonomy. At the very least, public policy demands that the revised code should be used by Boards and government as the price for continuing such autonomy. Given the current emerging political context, it may, however, be too late. The likelihood is that the new government will provoke radical challenges to current orthodoxy, which will test the governance model even more 

I am grateful to James Aston (BDO) for his assistance in preparing this note.