Terms of Reference and Constitution
Governance reporting line: Council
Document owner: Governance Services
1. Origin
The Council has established a committee of Council known as the Finance Committee.
2. Purpose
As a Committee of Council, to consider and make recommendations to Council regarding the University’s financial sustainability. This will be executed through the review of financial strategy and take into consideration opportunities and aspirations, tensioned against constraints in the wider environment of Higher Education funding, policy and the demand for Higher Education services.
3. Responsibilities and activity
3.1 Review and Confirm
i) Receive and approve the University financing strategy which will underpin the financial model for the University
ii) To review the financial performance of the University, and the 5 year and 10 year forecasts, including the principal internal allocation of resources within the University to ensure they are aligned to delivery of the University Strategy. All reports are recommended from Finance Committee to Council for approval.
iii) To monitor the University's investments in any trading activities or operations in which the University has an interest.
iv) To monitor the performance of the University’s subsidiary companies and receive share capital or loan recommendations as necessary from management.
v) To regularly monitor the financial performance and governance of the Office of Development and Alumni Relations.
vi) Drawing on the advice of the Investment Advisory Group, to review the performance of the University’s strategic investment portfolio.
3.2 Treasury
Finance committee is supported by a sub committee which oversees the University investments and advises Finance Committee accordingly with regard to performance of investment and the allocation of funds and fund managers.
i) To consider the Treasury Management Strategy annually and make recommendations to Council.
ii) To oversee the Treasury Management Policy (TMP) in the following ways:
- to determine the policy for the allocation of funds for investment, indicating the liquidity requirements attached to the funds;
- to consider new investments (eg fund managers) in excess of £10 million and to make recommendations to Council;
- to receive, for information, reports of new investments between £1 million and £10 million approved by the Executive Director of Finance in line with the TMP;
- for endowment funds, to appoint fund manager(s) and receive reports on the performance of investments under their management;
- to receive regular reports on the allocation of borrowing to specific projects and to recommend to Council any variance in the terms of the borrowing arrangements or in the total value of the borrowing.
iii) To recommend to Council the appointment of the University’s banker(s).
3.3 Investment and Business Cases
i) To consider new Capital and Revenue business cases seeking funding over £25m, and make recommendations to Council. Prior consideration by Estates and Infrastructure Committee will normally have provided the Committee with an assessment of the strategic fit of the infrastructure to advance the University Strategy.
ii) To monitor the current Investment (Capital and Revenue) Programme to ensure that significant projects are progressing to time and budget.
iii) To consider amendments to a previously approved business case and to make a recommendation to Council, where the overall budget is exceeded by more than £5m, and where individual significant projects with budgets of over £25m are exceeded by 10%.
iv) To consider the acquisition of, disposal of and/or any leasing arrangements of land and buildings of estimated net book value in excess of £10 million and to make recommendations to Council for approvals above £25m.
v) Approve any investment in a spinout and decide when to divest holding in any spinout (no materiality threshold).
vi) Oversee the delivery of benefits on significant business cases to ensure the objectives of the investment are realised.
3.4 Fees and Income
i) To approve fees chargeable by the University (subject to any changes in the statutory fee level being considered and recommended to Council).
ii) To consider significant changes in the University's OFFA Bursary Scheme, including scholarships, bursaries and prizes, and to make recommendations to Council.
iii) To consider acceptance of gifts and approve those of £1m and higher with GANC, donations, endowments and legacies made to the University.
3.5 Debts
i) To make recommendations to Council on the writing off of debts of £250,000 and above and to approve the writing off of debts between £50,000 and £250,000.
ii) To consider and approve debt management, covenants and communications matters to investors and bond holders.
3.6 Compliance
i) To approve amendments to the Financial Regulations prior to assessment by Audit and Risk Committee of the compliance implications of such regulations.
ii) To examine and approve any changes to intercompany loans or share holdings, monitor changes to Directors and Board governance.
iii) To consider the University Annual Financial Statements, specifically the stress test of the going concern statements, and make any recommendations, prior to consideration by Council.
iv) To examine and approve the basis and structure of any trading companies which the University might propose to set up and to approve their disestablishment.
3.7 Pension
i) To consider University policy on membership of pension schemes and to receive for information PASNAS financial statements.
3.8 Other
i) To carry out tasks and finish projects as from time to time may be identified by Council, as appropriate.
ii) To co-opt persons onto the Committee to assist with any aspect of the Committee’s work for any such time period the Committee sees fit.
4. Reporting arrangements
- The Finance Committee is accountable to Council.
5. Constitution
5.1 Membership
Members of the Finance Committee are appointed by the Nominations Committee.
The committee shall comprise:
- Chair (University Treasurer)
- Chair of Council
- President & Vice Chancellor
- Up to 3 Lay members of Council
- Senior Vice-President (Academic) (as a member of Council nominated by the President & Vice-Chancellor)
5.2 Attendance at meetings
The following shall normally be in attendance at Finance Committee meetings:
- Treasurer Designate
- Vice-President (Operations)
- Executive Director, Finance
- Director of Strategic Financial Planning
- Executive Director for Governance, Legal Services, Risk and Resilience
- Governance Services
Current membership is set out in the Annex to these Terms of Reference.
6. Quorum and frequency
6.1 Quorum
The quorum shall be not less than one third of the total number of members, plus one member.
6.2 Frequency of meetings
Meetings shall normally be held four times each financial year.
7. Resources
Secretariat support is provided by Governance Services.
8. Terms of Reference review
Date of last review: November 2024
Date of next review: July 2025
Annex
| Members | |
| University Treasurer (Chair) | Mr Stephen Young |
| Chair of Council | Sir Ian Diamond |
| President and Vice Chancellor | Professor Mark Smith |
| Up to three lay members of Council | Ms Francesca Barnes Mr Jim Johnston |
| Senior Vice-President (Academic) (as a member of Council nominated by the President & Vice-Chancellor) | Professor Phillip Wright |
| Co-opted Member (Treasurer Designate – takes up post in Summer 2025) | Mr Stuart McMinnies |
| In Attendance | |
| Vice-President (Operations) | Wendy Appleby |
| Executive Director Finance | Alison Jarvis |
| Director of Strategic Financial Planning | Tamsin Dickinson |
| Executive Director Governance, Legal Services, Risk and Resilience | Yvonne Hawkins |
| Governance Services | |