Court's Key Individuals

Introduction

Court Members may be:

(a) Employees or students of the University who become members of Court either through their named role (Principal, Deputy Principal, Vice-Principal, Students’ Association President and Vice-President), through election from amongst academic staff or support staff, or nomination by Senate or the trade unions.

(b) Independent lay people who have applied and been appointed by Court itself.

Once appointed, all members are charity trustees as the University is a registered educational charitable body.

This role descriptor is published on the University’s website so that it is accessible to potential electors of Court Members.

Role of the Court Member

The main general role of a Court Member is, inter alia, to assist Court in performing its statutory functions. Court is collectively responsible for the proper conduct of the University’s public business, for strategic vision, monitoring effectiveness and performance of the University, approving financial, estate and human resource strategies, ensuring equality and diversity, being the legal and employing authority, and ensuring the good name and values of the University.

The general duty of Court Members as charity trustees¹ is to act in the interests of the charity (i.e., the University).

• Court Members must operate in a manner consistent with the charity's purpose.

• Court Members must act with care and diligence.

• Court Members must manage any conflict of interest between the charity and any person or organisation who appoints trustees.

1 [taken from the Office of the Scottish Charity Regulator website – accessed 17/3/2023]

Specific Duties, Personal Responsibilities and Standards

1. Standards

a) All Court Members are responsible for ensuring that they conduct themselves in accordance with accepted standards of behaviour in public life, embracing selflessness, integrity, objectivity, accountability, openness, honesty, and leadership.

b) All Court Members must provide an up-to-date Register of Interests and shall make a full and timely personal disclosure of any actual or perceived conflict of interest.

2. Business of the University

a) Court Members, if not also a member of the Executive Group, should endeavour to establish a constructive and supportive but challenging working relationship with the senior officers of the University, recognising the proper separation between governance and executive management, and avoiding involvement in the day-to-day executive management of the University.

b) Court Members are strongly encouraged to engage appropriately in the life of the University so that they develop a full and rounded understanding of the University’s activities.

c) Court Members are expected to sit on and, after a period of time, potentially chair at least one of the following committees of Court: the Audit & Risk Committee, Chair’s Committee, Finance & Corporate Performance Committee, Governance & Nominations Committee, People, Health & Equality Committee, and the Remuneration Committee. Training and support will be provided if required.

3. Personal

a) Court Members will have a strong personal commitment to Higher Education and the values, aims and objectives of the University.

b) Court Members will, at all times, act fairly and impartially in the interests of the University as a whole, using independent judgement and maintaining confidentiality as appropriate.

c) Court Members appointed or elected by a particular constituency, or otherwise drawn from a particular sector or community, must not act as if delegated by that particular constituency².

d) Court Members are expected to attend all meetings of Court and of committees of which they are a member, or give timely apologies if absence is unavoidable. It is estimated that Court Members will need to devote at least 12 and up to 15 days per year to effectively fulfil the duties.

e) Court Members are expected to attend induction/training events organised by the University or other appropriate bodies (such as Advance HE) as required.

f) In order to ensure that Court operates effectively and their performance in the role, Court Members are expected to meet annually with the Chair on a one-to-one basis to discuss their performance in the role.

g) Court Members are expected to share their view of the effectiveness of the Court and the effectiveness of the Chair via the Court Intermediary.

Note

Court has previously approved and published specific role descriptors for the roles of Chair, Vice-Chair, Intermediary, the Principal & Vice-Chancellor and Secretary to Court.

There is also a person specification for independent lay members of Court, which is adaptable to take account of particular skills and experience as determined to be required from time to time when Court is seeking new lay members.

Approved by Court April 2023

2 See paragraph 22 of the Scottish Code of Good Higher Education Governance 2017

Introduction

The Chair is responsible for the leadership of Court. As Chair of its meetings, they are responsible for ensuring that the necessary business of Court is carried out efficiently, effectively, and in a manner appropriate for the proper conduct of public business.

1. Leadership

a) The Chair should ensure, inter alia through a good working relationship with the Chairs of the Committees of Court and the Secretary to Court, that Committee business is carried out in a proper manner, efficiently and effectively, and that regular and satisfactory reports are presented to Court.

b) The Chair should ensure that Court acts in accordance with the instruments of governance of the University and with the University’s internal rules and regulations and should seek advice from the Secretary to Court in any case of uncertainty.

c) The Chair should ensure that Court exercises collective responsibility, that is to say, that decisions are taken corporately by all members acting as a body. The Chair will encourage all members to work together effectively, contributing their skills and expertise as appropriate, and will seek to build consensus among them.

d) The Chair should ensure that Court approves and operates a procedure for the regular appraisal/review of the performance of individual members of Court and should participate as appraiser/reviewer in that process. The Chair should encourage members to participate in appropriate training events such as those organised by the Secretary and by external organisations such as Advance HE.

e) The Chair will be formally and informally involved in the process for the recruitment of new members of Court and should encourage all members to participate in induction events organised by the University.

f) The Chair will be responsible for the appraisal/review of the performance of the Principal & Vice-Chancellor and will make recommendations to the Remuneration Committee accordingly.

g) The Chair will be responsible for the appraisal/review of the performance of the Secretary to Court, taking care to ensure that any other duties the Secretary may perform for the University are excluded from consideration, and will make recommendations accordingly.

2. Standards

The Chair is responsible for ensuring that Court conducts itself in accordance with accepted standards of behaviour in public life, embracing selflessness, integrity, objectivity, accountability, openness, honesty and leadership.

a) The Chair shall ensure that the Secretary maintains an up-to-date Register of the Interests of members of Court and shall make a full and timely personal disclosure. The Chair shall ensure that any conflict of interest is identified, exposed, and managed appropriately, in order that the integrity of Court business shall be - and shall be seen to be - maintained.

b) Since the University is a Charity, the Chair shall be responsible for ensuring that Court exercises efficient and effective use of the resources of the University for the furtherance of its charitable purposes, maintains its long-term financial viability, and safeguards its assets, and that proper mechanisms exist to ensure financial control and for the prevention of fraud.

3. The Business of the University

The Chair is responsible for ensuring that Court exercises control over the strategic direction of the University, through consideration and approval, and that the performance of the University is adequately assessed against the objectives which Court has approved.

a) The Chair should at all times act in accordance with established protocols for the use of delegated authority or Chair’s Action (ensuring that such protocols are drawn up if none exist). All instances of the use of delegated authority or Chair’s Action should be reported to the next meeting of Court.

b) The Chair should endeavour to establish a constructive and supportive but challenging working relationship with the Principal and Vice Chancellor, recognising the proper separation between governance and executive management, and avoiding involvement in the day-to-day executive management of the University.

c) Information about the Committees of Court on which the Chair sits is available from the Secretary to Court.

4. The External Role

The Chair will represent Court and the University externally. The Chair will be a member of the Committee of University Chairs and the Committee of Scottish Chairs.

a) The Chair may be asked to play a role in liaising between key stakeholders and the University, or in fund-raising. This role in particular should be exercised in a carefully coordinated fashion with other senior officers and staff of the University.

5. Personal

The Chair will have a strong personal commitment to higher education and the values, aims and objectives of the University.

a) The Chair will at all times act fairly and impartially in the interests of the University as a whole, using independent judgement and maintaining confidentiality as appropriate.

b) The Chair is expected to attend all meetings of which they are Chair or a member, or give timely apologies if absence is unavoidable.

c) The Chair will make themselves available where appropriate to attend induction/training events organised by the University or other appropriate bodies such as Advance HE.

d) The Chair will receive feedback on their effectiveness in the role following an annual review by Court which will be led by the Court Intermediary.

e) The Chair will receive remuneration for their services as Chair of Court in line with the arrangements agreed at the time of appointment. The Chair is also encouraged to reclaim all travelling and similar expenses incurred in the course of University business, via the Secretary. Directors and Officers Liability Insurance is in place.

f) The appointment as Chair of Court is for three years with the possibility of one extension of one further three-year period of office, subject to the agreement of Court.

Approved by Court October 2005
Revised December 2022, Approved February 2023

Current Chair of Court: David Brew 

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1. General

a) The Vice-Chair is appointed by Court under the terms of section 10 (1) of the Abertay University (Scotland) Order of Council 2019. Nominations will be sought from all Court members, though only lay members are eligible to be appointed. Candidates should be proposed by a member and seconded by another member. If there is more than one nomination, Court members will elect by a secret ballot.

b) The Vice-Chair presides at meetings of Court in the absence of the Chair of Court or while the position is vacant and during that time has the powers and duties of the Chair as set out in the Standing Orders of Court and in the document ‘The Role of the Chair’.

c) The Vice-Chair should endeavour to establish a constructive relationship with the Chair and a supportive but challenging working relationship with the Principal & Vice Chancellor, recognising the proper separation between governance and executive management, and avoiding involvement in the day-to-day executive management of the University.

d) The Committees of Court on which the Vice-Chair sits are available from the Secretary to Court.

e) The Vice-Chair may be asked to play a role in liaising between key stakeholders and the University, or in fund-raising. This role in particular should be exercised in a carefully coordinated fashion with other senior officers and staff of the University.

2. Personal Attributes

a) The Vice-Chair will have a strong personal commitment to higher education and the values, aims and objectives of the University.

b) The Vice-Chair will at all times act fairly and impartially in the interests of the University as a whole, using independent judgement and maintaining confidentiality as appropriate.

c) The Vice-Chair is expected to attend all meetings of which they are Chair or a member, or give timely apologies if absence is unavoidable.

d) The Vice-Chair will make themselves available to attend induction/training events organised by the University or other appropriate bodies such as Advance HE.

e) The office of Vice-Chair is not remunerated, but they are encouraged to reclaim all travelling and similar expenses incurred in the course of University business, via the Governance Team. Directors’ and Officers’ Liability Insurance is in place.

f) The appointment as Vice-Chair of Court is for three years with the possibility of one further three-year period of office.

Approved by Court March 2013
Revised December 2022, Approved February 2023

Current Vice-Chair of Court: Heather Dunk

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Introduction

The University Secretary is the head of the University’s academic administration and works closely with other senior members of academic and administrative staff to achieve the efficient and effective management of the University and, in this context, they report directly to the Principal & Vice-Chancellor.

As Secretary to Court, appointed to this role by Court and having a direct reporting line to the Chair of Court, the University Secretary plays a key role in the operation and conduct of the University Court, ensuring that Court acts within its powers and follows proper procedures. The Secretary is the principal officer of Court and acts on the instructions of the governing body.

1. Appointment and Reporting

a) The Secretary to Court is appointed to that post by Court itself, and in accordance with the provisions of the University’s governing Order of Council.

b) Irrespective of any other responsibilities the appointee may hold, in relation to their responsibilities as Secretary, the Secretary is responsible solely to Court and reports directly to the Chair of Court in relation to Court business.

2. The Business of Court

a) The Secretary is required to provide Court with authoritative guidance about its responsibilities under the charter, statutes, articles, ordinances, and regulations to which it is subject, including legislation and the requirements of the Funding Council, and on how these responsibilities should be discharged.

b) The Secretary should ensure that new or revised responsibilities for Court (e.g., arising from new legislation) are drawn to Court’s attention.

c) The Secretary has a responsibility to alert Court if they believe that any proposed action would exceed Court’s powers or be contrary to legislation or to the Funding Council’s Financial Memorandum.

d) The Secretary has sole responsibility for providing legal advice to or obtaining it for Court and shall be provided with a budget for that purpose, and for advising Court on all matters of procedure.

e) The Secretary shall ensure that all documentation provided to members of Court is concise and its content is appropriate.

f) The Secretary will also act as Secretary to Committees of Court or be responsible for ensuring that adequate administrative support is provided to them and shall be provided with a budget for that purpose.

g) The Secretary shall maintain the Register of the Interests of the members of Court.

h) The Secretary shall be responsible for the custody of the University Seal and for its proper use.

i) The Secretary shall be responsible for arranging an induction programme for new members of Court and shall draw the attention of Court members to training activities arranged by Advance HE and other appropriate providers.

j) The Secretary shall arrange for the reimbursement to Court members of the expenses they incur in carrying out Court business, and shall be provided with a budget for the purpose.

3. Working Relationships and Conflict of Interest

a) The Secretary will combine the function of Secretary with a senior management role in the University. They must exercise care in separating these two functions.

b) If the Secretary perceives any conflict of interest between their separate functions, they should report it forthwith to Court. If Court believes it has identified a conflict of interest of this nature, the Secretary will be offered an opportunity to respond to any such question.

c) The Secretary will be required to form effective working relationships with the Chair of Court and the Principal & Vice-Chancellor of the University. The Secretary is required to consult the Principal and keep them fully informed on any matter relating to Court business (other than in relation to the Remuneration Committee’s consideration of the Principal’s emoluments).

d) The Secretary is required to advise the Chair in respect to any matters where conflict, potential or real, may occur between Court and the Principal & Vice-Chancellor.

e) The Secretary will be required to form effective working relationships with other senior managers in the University in order to facilitate the effective conduct of Court business. The Secretary is a member of the Executive Group of the University and the Senior Management Team.

f) The Secretary shall make a full and timely disclosure of their personal interests in the Register.

g) Court will safeguard the Secretary’s ability to carry out their duties.

4. Personal Attributes

a) The Secretary will have a strong personal commitment to higher education and the values, aims, and objectives of the University.

b) The Secretary will at all times regulate their personal conduct in relation to Court and the University in accordance with accepted standards of behaviour in public life, embracing selflessness, integrity, objectivity, accountability, openness, honesty, and leadership, and maintain confidentiality as appropriate.

c) The Secretary will participate in procedures established by Court for the regular appraisal/review of their performance as Secretary. These procedures will be separate from procedures for the appraisal/review of any other responsibilities the Secretary may hold.

d) The Secretary is required to maintain a high standard of personal and professional self-development and will be appointed by the University as a member of the Association of Heads of University Administration.

Approved by Court October 2005
Revised December 2022, subject to confirmation by Court, February 2023

Current Secretary to Court: Caroline Summers

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The Scottish Code of Good HE Governance states in its Supporting Guidelines that: "The governing body is expected to appoint one of its lay members to serve as an intermediary for other members who might wish to raise concerns about the conduct of the governing body or the chair. Led by this lay member, the members of the governing body are expected to appraise the Chair’s performance at least annually, without the Chair present."

The appointment is made following an agreed process overseen by the Governance and Nominations Committee and with nominations sought from all members of Court.

1. Role:

• To serve as an intermediary for other Court members who might wish to raise concerns about the conduct of Court or effectiveness of the Chair; and

• Annually, to lead Court’s appraisal of the Chair’s effectiveness based on the approved document ‘Chair of Court: Role and Responsibilities’ at part of a meeting of Court without the Chair present.

2. Personal Attributes:

• Relates well to other members

• Sets a good example

• Works constructively

• Strikes the right note of challenge where necessary

3. Term of Appointment:

The term of appointment will be two years with the possibility of renewal for a further two years, or until the end of the Intermediary’s term on Court, subject to Court approval. The maximum term of appointment will be four years.

Approved by Court April 2014
Revised December 2022, Approved February 2023

Current Court Intermediary: Veronica Lynch

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Introduction

The Principal & Vice-Chancellor (referred to thereafter as the Principal) is responsible for the strategic leadership of the University, in fulfilment of its mission. In carrying this out, the Principal will manage the University’s executive team, ensure the quality of the student learning experience, and effectively communicate to all stakeholders the institution’s mission, vision, and values. The Principal is also responsible for delivering the University’s strategic objectives, as agreed with the University Court.

The role of the Principal

The Principal is the University’s Chief Executive with formal responsibilities for the leadership and management of the University as delegated by the University Court. The Principal has responsibility for the implementation of the relevant decision of the University Court.

1. Leadership and Management

In exercising the above responsibilities as Principal the post-holder will:

a) Observe the highest standards of integrity, objectivity, and honesty in the execution of their responsibilities.

b) Fulfil the duty as the University’s designated officer under the Financial Regulations, ensuring that financial and other management controls are sufficient to safeguard funds, and as well as being directly accountable to the governing body, be accountable to the chief executive officer of the Scottish Funding Council under the terms of the Financial Memorandum.

c) Articulate a vision and a strategic agenda that combine ambition for the University with sensitivity to the needs of students, staff, and other stakeholders.

d) Communicate and embed the vision and strategy across the University, translate these into aims, objectives, and plans, and motivate and engage staff in its delivery.

e) Have a commitment to excellence in teaching and learning and to world-class research.

f) Undertake stewardship of the human, physical, and financial resources of the University, including setting and managing budgets with proper regard for financial propriety.

g) Motivate senior teams to achieve high performance.

h) Work with the University Court to ensure high standards of corporate governance.

i) Represent the University at home and abroad, engaging in sector-wide endeavours, and be a visible and compelling advocate for Abertay.

j) Work collaboratively with other institutions, industry, commerce, and others with due regard for the Scottish Government’s policies for economic growth and education.

k) Engage positively with elected student representatives and with the wider student body.

l) Foster constructive relationships with politicians, alumni, benefactors, and anyone with an interest in Abertay.

2. Personal Attributes

The Principal must demonstrate the following personal attributes:

a) Personal integrity and high ethical standards and strong commitment to equality, diversity, and widening access to higher education.

b) The intellectual credibility to command respect and inspire staff and students.

c) The ability and willingness to build constructive relationships and work collaboratively with other educational institutions, business, commerce, and relevant public bodies and to be an effective advocate and ambassador for the University.

d) Sensitivity to the Scottish political context and willingness to relate to, and interact with, politicians and the political process.

e) Willingness to work with others to influence and shape policy and other developments affecting Higher Education in Scotland and the UK.

f) A desire to engage with alumni, potential benefactors, and others with an interest in the University.

3. Delegation of Authority

Under the Abertay University (Scotland) Order of Council 2019 (the Governing Order), the Principal is to “carry out any of its functions relating to the organisation, management, and discipline of the University as the University Court may prescribe…” and in doing so “has all the powers and duties of the University Court in relation to those functions but is subject to the University Court’s general control and direction”.

Given the nature and range of the Principal’s role and responsibilities, it is appropriate that the Principal has the authority to direct the University on a day-to-day basis. In particular, the Principal has the delegated authority, within the limits approved by the University Court to:

a) Authorise capital and reserve expenditure when setting the University’s annual budget.

b) Authorise the virement of budgets as deemed appropriate and within the financial framework approved by Court.

c) Authorise the engagement of staff, determine their number and their terms and conditions of employment and vary any individual contract of employment.

d) Authorise the University’s engagement with legal and other agreements and affiliations with academic and other partners.

e) Oversee the processes associated with the maintenance of good order in the University, including those associated with staff and student discipline.

Important decisions - involving, for example, major staffing changes or the commitment of significant funds such as large capital projects – that are borderline in terms of the delegated authority of Court should nonetheless be discussed with Court to ensure transparency.

4. Monitoring Performance

The performance of the Principal will be evaluated by the Chair of Court. The basis of evaluation, to be conducted annually, will be based on the University’s Strategic Plan and approved key performance indicators. The particular metrics used by the Chair of Court will vary according to the planning cycle and institutional circumstances. However, the following list comprises indicative measures that might be used:

a) Leadership and relationship building

b) Student recruitment, progression, performance, and experience

c) Reputational activities

d) Quality of provision.

e) Delivery of strategic objectives.

f) Infrastructure development

g) Organisational development and people management.

h) University research activity; and

i) Income and financial management.

More frequent monitoring by Court is effected through the range of reports submitted by the Principal to Court at each of its formal meetings. They provide an opportunity not only for debriefing but also for critical discussion. In addition, the Principal engages with Court at the Court Conference held annually, and the five meetings of the Chair’s Committee held each academic session.

Approved by Court on 15 October 2015
Revised December 2022, Approved February 2023

Abertay Principal: Professor Liz Bacon 

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