Governor Profile for UCC Governing Body

Elections and selections will shortly take place for the new term of office of the new UCC Governing Body. The new Governing Body will take office on 8^th November 2023. UCC seeks candidates with the skills, experience and competencies and the time and commitment to play a constructive role in the effective governance of the University. Prospective candidates should familiarise themselves with this brief profile.

High standards of corporate governance in Higher Education Institutions are critical to ensuring a positive contribution to the State’s overall social and economic development. Members of Governing Body are collectively responsible and accountable for the University’s activities. The functions of the University are performed by or on the directions of the Governing Body (Section 15(2) of the Universities Act 1997). Members should act on a fully informed basis, in good faith, with due diligence and care, and in the best interests of the University.

The Code of Governance for Irish Universities 2019 provides a framework for the application of best practice in corporate governance by universities.

In order to be an effective contributor on the Governing Body it is recommended that members should:

• bring independent and objective scrutiny to the oversight of the organisation;
• be prepared to be challenging when necessary while being supportive to the delivery of organisational strategy and objectives;
• be equipped to offer considered advice on the basis of sound judgment and their skills, experiences and competencies; and
• be prepared to make a time commitment to their work commensurate with their role.

The Governing Body of the University is established under the Universities Act 1997, as amended by the Higher Education Authority Act 2022, which sets out the powers and functions of the University and the Governing Body itself. The Governing Body is elected/selected in accordance with section 16 of the 1997 Act.

The Governing Body will have 19 members.

Governing Body has 6 standing committees. These committees currently consist of:

• Audit and Risk
• Finance
• Nominations
• People
• Strategy, Research and Innovation
• Student Experience

Other committees involving Governing Body members are:

• Academic Promotion Appeals Board
• Bord na Gaeilge
• Disciplinary Appeals Committee
• Dispute Resolution Committee

Objects of the University

The objects of the University (as set out in Section 12 of the Universities Act 1997) include:

1. to advance knowledge through teaching, scholarly research and scientific investigation;
2. to promote learning in its student body and in society generally;
3. to promote the cultural and social life of society, while fostering and respecting the diversity of the University's traditions;
4. to foster a capacity for independent critical thinking amongst its students;
5. to promote the official languages of the State, with special regard to the preservation, promotion and use of the Irish language and the preservation and promotion of the distinctive cultures of Ireland;
6. to support and contribute to the realisation of national economic and social development;
7. to educate, train and retrain higher level professional, technical and managerial personnel;
8. to promote the highest standards in, and quality of, teaching and research;
9. to disseminate the outcomes of its research in the general community;
10. to facilitate lifelong learning through the provision of adult and continuing education; and
11. to promote gender balance and equality of opportunity among students and employees of the University.

Functions of the Governing Body

The functions of the Governing Body are set out in Section 18 of the Universities Act 1997 and Section B.1.b of the UCC Principal Statute. In pursuance of the objects of the University set out above and within the constraints of its budget, the functions of the Governing Body shall include:

1. to control and administer the land and other property of the University;
2. to appoint the President and such other employees as it thinks necessary for the purposes of the University;
3. to determine the membership of the Governing Body, subject to the general law and to the University’s charter, statutes and regulations; and
4. to perform such other functions as are imposed on it by or under any law or by the University’s charter, statutes and regulations.

The Governing Body shall:

1. promote the success (including academic success) and reputation of the University,
2. satisfy itself that appropriate systems, procedures and practices are in place—
   1. to achieve the objects of the University,
   2. for the internal performance management and accountability of the University in respect of—
      1. the performance of its functions, and
      2. the achievement of the aims in the strategic development plan of the University, and
   3. in order to implement, and report on compliance with, the policies (whether set out in codes, guidelines or other documents, or any combination thereof) of the Government or a Minister of the Government to the extent that those policies may affect or relate to the functions of the University, and
3. establish and implement arrangements for the management of the performance of the President of the University.

The Governing Body shall perform the following functions with regard to the University:

1. approve expenditure for major capital and investment projects;
2. approve annual financial statements;
3. provide for and maintain a system of audit;
4. provide for and maintain a system of risk management;
5. provide for and maintain a system of quality assurance in accordance with the Qualifications and Quality Assurance (Education and Training) Act 2012 ;
6. review and oversee the implementation of major plans of action and provide strategic direction;
7. delegate such functions as may be appropriate to the President;
8. manage the financial affairs of the University to ensure value for money and its financial viability;
9. account to the Higher Education Authority for funding provided to the University by the Authority.

Composition of Governing Body:

Pursuant to Section 16 of the Universities Act 1997 (as inserted by the Higher Education Authority Act 2022), the composition of the new Governing Body of UCC shall comprise:

External: 10

• 1 Chairperson
• 6 external members selected and appointed by Governing Body
• 3 members nominated by the Minister for Further and Higher Education, Research, Innovation and Science

Internal: 6

• 1 Chief Officer (“President”) – ex officio
• 5 internal members (three elected by staff of the University and two selected and appointed by Governing Body based on a call for expressions of interest)

Students: 3

• 3 Students’ Union members

Remuneration: None.

Travel and Subsistence is payable at public sector rates in accordance with the University’s policies.

Time Requirement: There are a minimum of 6 scheduled Governing Body meetings per annum, with meetings typically of 4 hours duration (from 9.30 to 1.30 pm followed by lunch). Preparation time for scheduled meetings would usually be of the order of 4-6 hours. Meetings are typically held at UCC (Council Room, North Wing, Main Quad) but occasionally meetings are held at other UCC owned venues.

Candidates should note that they will be appointed to at least one of the Governing Body committees, with each typically entailing 6 meetings of two to three hours duration per annum and 2-4 hours preparation time.

All matters considered, candidates should expect to devote 100 hours per annum to their role as an effective Governing Body and Committee member.

Attendance at Governing Body meetings is essential and Governors are expected to attend all such meetings where possible. According to the Third Schedule of the Universities Act 1997 a member of Governing Body “who is absent from all meetings of the governing authority for a period of six consecutive months, unless the absence was due to illness or was approved by the governing authority, shall at the expiration of that period cease to be a member of the governing authority”.

As a Governing Body for a large institution (3,178 academic, research and administrative staff and a €452m budget including research income of €102m), UCC requires:

1. a strong mix of skills, experience and competencies and accordingly all candidates will be subject to assessment against the Skills, Experience and Competency Framework and
2. candidates with the time and commitment to make a meaningful contribution towards the activities of Governing Body.

Appointments will be for a maximum period of 4 years with a possibility of renewal for a further maximum of 4 years. Membership may cease at any time on the following grounds (set out in the Third Schedule of the Universities Act 1997) where a member:

1. is adjudicated bankrupt;
2. makes a composition or arrangement with creditors;
3. is sentenced by a court of competent jurisdiction to a term of imprisonment;
4. is convicted of any indictable offence in relation to a company or any other body corporate;
5. is convicted of an offence involving fraud or dishonesty;
6. has a declaration under section 819 of the Companies Act 2014 made against him or her or is deemed to be subject to such a declaration by virtue of Chapter 5 of Part 14 of that Act; or
7. is subject or is deemed to be subject to a disqualification order, within the meaning of Chapter 4 of Part 14 of the Companies Act 2014 , whether by virtue of that Chapter or any other provision of that Act.

An individual’s term of office may also expire or conclude where:

1. the member resigns from office;
2. the member is removed from office for good and valid reason in accordance with the paragraph 3(1) of the Third Schedule of the Universities Act 1997;
3. an internal Governing Body member ceases for whatever reason to belong to the category of staff by virtue of which the individual was elected as a member; or
4. the member has been absent from all meetings of the Governing Body for a period of six consecutive months, unless the absence was due to illness or was approved by the Governing Body.

Successful candidates will be expected to disclose relevant interests on appointment and to declare any interests on an ongoing basis should a relevant matter arise at a Governing Body/Committee meeting.

Queries or requests for more information should be directed to Governing Body Elections Help.