Company number: 12497951
6 Sutton Park Road, Sutton, SM1 2GD

Code of Conduct for Governors

Policy Statement

The School is committed to upholding the highest standards of governance. Governors must act in the School's best interests, ensuring transparency, honesty, and integrity. They are required to avoid conflicts of interest and adhere to the principles of public governance. This Code of Conduct, alongside the Governance Statement, outlines the expected conduct for effective and ethical governance.

Principles

  • Integrity: Maintaining the highest levels of integrity in all dealings and decisions.
  • Accountability: Being accountable to the School community for actions and outcomes.
  • Transparency: Ensuring that governance processes are transparent and open to scrutiny.
  • Objectivity: Making decisions based on evidence, without bias or undue influence.
  • Stewardship: Safeguarding the School’s resources and reputation with prudent decision-making.
  • Confidentiality: Protecting sensitive information and respecting its confidential nature.
  • Responsibility: Fulfilling all aspects of the governance role with due diligence and care.
  • Independence: Preserving the independence of the governing body in its deliberations and decisions.
  • Professionalism: Conducting all activities with professionalism and respect.
  • Leadership: Demonstrating principled leadership that guides the School in fulfilling its mission.
  • Collaboration: Working collaboratively with stakeholders for the advancement of the School.
  • Respect: Treating all members of the School community with respect and fairness.

Regulatory Context

This Policy has been developed in line with the applicable laws, regulations, regulatory advice, and sector best practices, including the following:

Authority Name Url
UK Government Higher Education and Research Act 2017 (HERA)
A UK legislation that reformed the higher education and research sector, particularly by establishing the Office for Students and UK Research and Innovation.
Office for Students (OfS) Regulatory framework for higher education in England
This framework outlines OfS' primary aim to ensure positive outcomes for students, including access, success, and progress in higher education. It covers quality academic experience, progress into employment, and value for money.
Office for Students (OfS) Regulatory Notices and Advice
Regulatory notices are additional information about OfS' regulatory requirements and are part of the regulatory framework. Regulatory advice helps providers understand and meet OfS requirements.
Quality Assurance Agency (QAA) The Quality Code
This code represents a shared understanding of quality practice across the UK higher education sector, protecting public and student interests and championing the UK's reputation for quality.
Advance HE Code of Governance for Universities
A code of governance that sets out the principles and standards that universities in the UK should follow.

B. Attendance Requirements and Active Participation

Title
Rule
Attendance Requirements for Governors

All individuals who take up a role as a governor agree to attend as many meetings as possible. Failure to attend two consecutive meetings without good reason will result in a discussion and potential removal of governorship of the School.

This rule ensures that governors are actively involved and committed to their responsibilities. Regular attendance is crucial for effective governance and decision-making, and this policy addresses the need for consistent participation.

Acceptance of Governance Role and Adherence to Conduct Standards

Title
Rule
Commitment to the Code of Conduct

All individuals appointed as governors must agree to abide by the terms of this Code of Conduct. The Code is publicly accessible on the School’s website.

Ensuring that all governors commit to the Code of Conduct promotes accountability and transparency. Making the Code publicly available supports openness and allows the broader community to understand the standards expected of the School’s leadership.

E. Disclosure and Management of Conflicts of Interest

Title
Rule
Compliance with Governance and Conflict of Interest Policies

Governors must adhere to the provisions in the School’s Governance Statement, including the declaration and recording of interests. Gifts or hospitality that could create a perceived conflict of interest must be declared. Governors are also bound by all School regulations and policies, including the Anti-Bribery and Corruption Policy.

This ensures transparency and integrity in governance by requiring the disclosure of potential conflicts of interest and compliance with relevant regulations and policies. This helps maintain trust and prevents unethical practices.

D. Adherence to Legal and Institutional Policies

Title
Rule
Compliance with Laws and School Regulations

Governors must comply with all relevant laws and regulations, including company laws and the Office of Students conditions of registration, along with all fiduciary duties. They are also required to adhere to the School’s regulations and policies, which are accessible on the School’s website.

This rule ensures that governors are legally compliant and fulfil their fiduciary responsibilities. Adhering to the School’s regulations and policies promotes consistency and transparency in governance.

F. Confidentiality Obligations and Data Protection

Title
Rule
Confidentiality and Compliance for Governors

Governors must maintain the confidentiality of meeting proceedings and comply with all School regulations and policies, including data protection and other relevant regulations.

This rule ensures that sensitive information remains protected and that governors adhere to all applicable regulations, promoting trust and integrity in their roles.

C. Responsibilities and Duty of Care for Governors

Title
Rule
Duty of Care for Governors

Governors must exercise reasonable care and diligence in carrying out their duties.

This ensures that governors perform their responsibilities responsibly and attentively, contributing to effective and prudent governance of the School.

Governance Role and Meeting Standards

Title
Rule
Governance and Leadership Structure

The School’s mission to enhance employability, develop programmes, and foster innovative pedagogy necessitates strong and ethical leadership from the Board of Governors. All governors are provided with a Code of Conduct upon assuming their roles, ensuring adherence to the School's best interests and legal requirements. The Board of Governors meets at least three times a year, either in person or virtually. Its initial composition includes:

  • The President (ex officio)
  • The Chair of the Advisory Board (ex officio)
  • Secretary: Appointed by the President, the Secretary will not vote or contribute to quorum.

This structure supports the School's mission by ensuring that governors provide ethical and effective leadership. The Code of Conduct ensures that all governors act in compliance with legal and regulatory standards. Regular meetings and a clear Board composition enable effective governance and oversight, crucial for achieving the School’s strategic objectives.

Initial Orientation and Induction for Governors

Title
Rule
Induction and Training for Governors

All new governors will receive an induction session from the Chair, covering:

  1. Business plans and objectives
  2. Vision and values of the School
  3. Strategy
  4. Roadmap
  5. Relevant laws and regulations
  6. Regulations and policies, including data protection
  7. Finances and budgeting
  8. Operations and staff
  9. Responsibilities of governors
  10. Accountability and liability
  11. This Code of Conduct

The School will also identify and provide relevant ongoing training.

The induction session ensures that all governors are thoroughly informed about the School’s strategic goals, legal requirements, and their own responsibilities. Ongoing training supports their continued effectiveness and compliance with evolving regulations and policies, fostering informed and responsible governance.

Procedures for Addressing Code Violations and Misconduct

Title
Rule
Procedure for Addressing Code Breaches and Misconduct

Breaches of this code and other misconduct allegations will be reviewed by the Chair and two independent Board members. A hearing will be conducted where the accused may present evidence and be accompanied by a staff member. The Chair and the two independent members will make a decision within 10 working days. The governor may request a review of the decision from an uninvolved Board Director.

This rule ensures a fair process by allowing the accused to present their case and by providing a mechanism for an impartial review of decisions, thereby promoting fairness and transparency.

A. Alignment with Vision and Values Framework

Title
Rule
Vision and Strategy

All individuals appointed as governors must use their best efforts to support the School’s vision, mission, and strategic framework as outlined in the Vision and Values Statement. They are expected to act as ambassadors at external events, representing the School’s interests. As members of the School community, they must collaborate for the community’s benefit.

This ensures that governors are dedicated to advancing the School’s goals and maintaining its reputation. By acting as ambassadors and working collaboratively, governors help promote and uphold the School’s values and objectives effectively.

Board of Directors' Legal Accountability

Title
Rule
Legal Responsibility of the Board of Directors

The Board of Directors holds ultimate legal responsibility for the School.

This ensures that the Board are accountable for all legal obligations.

Metrics and KPIs

The following metrics will be measured and regularly reviewed as key performance indicators for the School to ensure the effectiveness of this policy and associated operations.

Title
Code of Conduct Acknowledgement
Track the percentage of governors who sign and acknowledge receipt of the Code of Conduct within 15 days of appointment. Target: 100%.
Confirms that all governors are aware of and committed to adhering to the Code of Conduct.
Completion of Induction Training
Monitor the percentage of new governors who complete the induction training within the first 60 days of their appointment. Target: 100%.
Ensures that all governors are adequately informed about their roles and the School’s expectations from the outset.
Conflict of Interest Management
Measure the percentage of declared conflicts of interest that are managed according to the School’s policies. Target: 100%.
Ensures that all identified conflicts are handled properly, maintaining the integrity of board decisions.
Policy: Code of Conduct for Governors