Roles and responsibilities

Individual Council members should:

• be aware of their wider responsibilities as members of Council. They should follow the Seven Principles of Public Life
• act in good faith and in the best interests of the College
• not use information gained in the course of their duties as Council members for personal gain or to discredit the College
• not seek to use the opportunity of Council membership to promote their private interests
• promote the College to its external stakeholders
• comply with the College's rules on the acceptance of gifts and hospitality
• even when an elected member, act in the best interests of the College as a whole
• avoid representing the views of the College to the media without consultation with the Registrar and Secretary
• formally register any direct or indirect personal or business pecuniary interests which may conflict with their responsibilities as Council member.

The Chair will decide in what way conflicts of interest should be handled. Any written declarations will be kept by the Secretary to Council as a Register of Interests relevant to the operation of the College. This register is available for inspection by the public via the College's website.

Student Members of Council - unlike Members nominated by other specific constitutencies - are permitted to represent the particular interests of the student body, even in circumstances where these interests could be perceived as different from those of the College as a whole. However, the general obligation not to accept specific mandates from others (see above) is also binding on Student Members.

Legally there is no distinction between the responsibilities and duties of lay members of Council and those members who are also members of staff, either on an ex officio or elected basis. All members of Council have a duty to ensure the probity and good conduct of the College's business and to contribute to the College's corporate aims and objectives.

Staff members of Council should be free to express their own views when contributing to Council debates and must act in a personal capacity and in the best interests of the College not as representatives of a particular group or interest.

The College must ensure that no member of Council is penalised or unduly disadvantaged as a result of their contribution to Council or their role as Council member.

The Chair of Council has responsibility for providing effective leadership to Council. In providing that leadership role the Chair will be responsible for:

• promoting Council's well being and efficient operation and ensuring that its members work together effectively and have confidence in the procedures laid down for the conduct of business
• ensuring that Council Members receive proper induction and training
• encouraging high standards of propriety and ensuring that Council members follow the Seven Standards of Public Life
• ensuring that Council meetings take place as scheduled and that minutes of meetings accurately record decisions taken and, where appropriate, the views of the individual Council members
• ensuring that Council, in reaching decisions, takes proper account of relevant professional advice and/or guidance issued by HEFCE and other statutory bodies
• ensuring that the full proper procedures are carried through for consultation and approval of appointments to Council and other Committees and for discussion of other appointments in which Council has an interest
• ensuring that Council members may speak when they need to
• ensuring that, if necessary, a vote is taken and the result recorded
• ensuring that Council members attend Council meetings regularly
• providing an assessment of performance of individual Council members, on request, when they are being considered for re-appointment to Council or for appointment to the board of some other public body
• putting in place suitable arrangements for monitoring the performance of the Warden
• taking routine or emergency decisions by Chair's action between meetings and deciding whether emergency or special Council meetings need to be called

• to deputise for the Chair either at the Chair's request or in the Chair's absence.

When carrying out this deputising role the Deputy Chair will carry out the role and duties as set out for the Chair.

[Note: Since this section was agreed by Council in 2003, the Charter & Statutes have been changed, and since 1 September 2007 there has no longer been an ex officio post of Deputy Chair on Council. A Deputy Chair only exists if appointed by Council.]

Council is responsible for determining the overall strategic direction of the institution by establishing the budgetary framework, appointing the Warden and senior staff and exercising general oversight over the College's performance and development. The Warden is responsible, subject to the powers of Council and Academic Board, for the executive management of the institution and its day-to-day direction. The Warden should not seek to determine matters reserved for Council.

The specific responsibilities of the Warden in relation to Council include:

• implementing the decisions of Council or ensuring that they are implemented through the relevant part of the College's management structure;
• initiating discussion and consultation including, where appropriate, consultation with the staff and the Academic Board on proposals concerning the institution's future development, and ensuring that such proposals are presented to Council;
• fulfilling the duty, as the officer designated by Council under the terms of the Funding Council's Financial Memorandum, to alert Council if any actions or policy under consideration would be incompatible with the terms of the Financial Memorandum. If Council nevertheless decides to proceed, then the Warden has a duty to inform the Chief Executive of the Funding Council, or the Permanent Secretary of the appropriate Government department.

[Note:  The Director of Governance and Legal Services is currently Secretary to Council]

The Secretary has a key role to play in the operation and conduct of Council, and in ensuring that appropriate procedures are followed:

• The Secretary to Council should be appointed to that post by Council.
• It is normally the case that the Secretary combines this function with a senior administrative or managerial role within the College. The College and the Secretary must exercise great care in maintaining a separation of the two functions. Irrespective of any other duties that the Secretary may have within the College, when dealing with Council business the Secretary will act on the instructions of Council itself.
• In his/her role as Secretary, the Secretary should be solely responsible to Council and should therefore have a direct reporting link to the Chair of Council for the conduct of Council business (i.e. agendas, papers, minutes etc).
• The Chair and members of Council should look to the Secretary for guidance about their responsibilities under the charter, statutes, ordinances and regulations to which they are subject, including legislation and the requirements of the Funding Council, and on how these responsibilities should be discharged. It is the responsibility of the Secretary to alert Council if he/she believes that any proposed action would exceed Council's powers or be contrary to legislation or to the Funding Council's Financial Memorandum. (Note: the Warden, as the officer designated by Council under the terms of the Funding Council's Financial Memorandum, is formally responsible for alerting Council if any action or policy is incompatible with the terms of the Financial Memorandum but this does not absolve the Secretary from having this responsibility as well).
• The Secretary should be solely responsible for providing legal advice to or obtaining it for Council, and advising it on all matters of procedure.
• The Secretary should advise the Chair in respect to any matters where conflict, potential or real, may occur between Council and the Warden.
• If there is a conflict of interest, actual or potential, on any particular matter between the Secretary's administrative or managerial responsibilities within the institution and his/her responsibilities as Secretary to the governing body, it is the responsibility of the Secretary to draw the conflict to the attention of Council. If Council believes that it has identified such a conflict of interest itself then the Chair should seek advice from the Warden, but must also offer the Secretary an opportunity to respond to any such question.