Corporate governance statement

University governance

The University of Edinburgh is constituted by the Universities (Scotland) Acts 1858 to 1966. The Universities (Scotland) Acts make specific provision for three major bodies in the Governance of the University: Court, Senate and General Council.

University Court 

Throughout 2023/24, up to 6 July 2024, the University Court had 23 members.2 The Rector, who is elected by staff and students of the University, presides over meetings of Court. The Senior Lay Member of Court is responsible for the leadership of the University Court and chairs the business items at Court meetings. The Senior Lay Member was appointed by an open, transparent recruitment process, managed by the Nominations Committee which included involvement by staff and students, followed by an election with an electorate of all staff, students and Court members. In line with the Scottish Code of Good Higher Education Governance, the Intermediary Member of Court (Co-opted Court member Dr Frank Armstrong) is responsible for leading the appraisal of the Senior Lay Member. The Principal is an ex-officio member and acts as the Chief Executive Officer of the University and its Accountable Officer. The remaining members are: one elected academic staff member; one elected professional services staff member; one academic and one professional services staff member nominated by a trade union; two academic staff members elected by the Senatus Academicus; two student members; one member nominated by the City of Edinburgh Council who is not to be a member of staff or student of the University; one member nominated by the Chancellor of the University; three members appointed by the University Court who are members of the General Council; and seven members appointed by the University Court. 

Membership of Court

The University participates in the Perrett Laver Governance Apprenticeship Programme to improve the diversity of university governing bodies by placing a candidate from an underrepresented group who demonstrates great potential but has little or no board experience as a board apprentice for a 12 month period. A Governance Apprentice was appointed and attended Court meetings throughout 2024. 

Court members' Skills Register

The University has a long-standing commitment to equality, diversity and inclusion and promoting a positive environment, which ensures fairness, challenges prejudice, and celebrates difference. The University's Equality Outcomes 2021-25 were approved by Court in April 2021 to align with Strategy 2030 and reflect the UniversityÕs priorities with regard to equality, diversity and inclusion.

Equality Outcomes 2021-2025

Court has an Equality and Diversity Policy and a plan to improve the diversity of its membership. Court vacancies are widely advertised, including through the Women on Boards and Changing the Chemistry platforms; unconscious bias training has been provided to Court members involved in recruiting new members; Court members submit equality monitoring information and a skills and experience self-assessment and this is used to inform the recruitment of new members; and all advertisements for new members include an equality and diversity statement, encouraging a diversity of applications and an offer to meet all reasonable expenses including childcare costs. This is reported in the publicly available Equality Outcomes and Mainstreaming Progress Report 2023:

Equality Outcomes 2021-2025 and Mainstreaming Progress Report 2023 The University of Edinburgh

The University provides a report to the Scottish Government in April every two years in accordance with the requirements of the Gender Representation on Public Boards (Scotland) Act 2018. Training and development opportunities are made available as appropriate for all Court members throughout the year and an informal mentoring scheme for new Court members is also in operation.Court is committed to ensuring ethical standards in public life. On joining Court, members are required to sign a statement confirming that they will comply with the UniversityÕs Code of Conduct, which includes the 9 Principles of Public Life in Scotland. Court maintains a Register of Interests of its members and senior University officers. The current interests of members of the Court are published on the University's website:

Register of Interests

Court met on five occasions during 2023/24. Between meetings, any urgent matters which required CourtÕs approval were dealt with by the Exception Committee, which has delegated authority to enable decisions to be taken between Court meetings. Court seminars were held in October 2023 and in February 2024 on: 

• Strategic Priorities for 2023/24
• Research Commercialisation  
• Curriculum Transformation

Members were kept informed by electronic means of any significant issues affecting the University between meetings. Court has overall responsibility for the University's strategic development. Strategy 2030 sets out our vision to deliver excellence in 2030 and Court is actively engaged in monitoring progress of its delivery. At its meeting on 4 December 2023, Court reviewed the 2022/23 year end report on the agreed Strategy 2030 Performance Measures and at its meeting on 22 April 2024, Court considered a mid-year update on the Performance Measures for 2023/24. 

Court News is published after each Court meeting on the University website, highlighting key items considered by Court. At each meeting Court receives a report from the Students' Association President outlining activities and matters arising from the student body and also receives a separate report from the President of the Sports Union.

Performance evaluation

At its 9 October 2023 meeting, Court considered an internal review of CourtÕs effectiveness for the 2022/23 academic year which considered compliance with the Higher Education Governance (Scotland) 2016 Act and the Scottish Code of Good Higher Education Governance (2017 edition). It was noted that the Committee of Scottish Chairs had overseen a review of the Governance Code over the past year, with a new version now agreed and published (2023 edition). The review also included the outcome of individual discussions which the Senior Lay Member and University Secretary had held with Court members over the course of summer 2023. 

There was an external review of Court's effectiveness in 2023/24 facilitated by Dr Veena O'Halloran, former University Secretary and Compliance Officer at the University of Strathclyde. The report was approved by Court on 17 June 2024 and is published on the University website:  

Report of the Externally-Facilitated Effectiveness Review of the University of Edinburgh's University Court and Committees

The report concluded: "Overall, Court and its committee structure is effective. Court and its committees are discharging their responsibilities effectively and the overall structure is fit-for-purpose."

The report included some recommendations of areas for consideration and Court agreed that Nominations Committee would act as a working group to consider these recommendations in more detail and submit to Court any resulting proposals for change. 

Senate's effectiveness

Senate conducted a review of its effectiveness in 2022/23 through a short questionnaire to Senate members and a separate short questionnaire to Senate Standing Committee members. Their responses were collated and feedback, analysis and proposed actions were presented to Senate on 11 October 2023 and subsequently to Court in December 2023. 

The results of an Advance HE externally facilitated review of Senate, which took place in 2022/23, were presented to Senate at the same meeting. Senate established a Senate External Review Task and Finish Group at its February 2024 meeting, with responsibility for developing and taking forward actions in response to the recommendations in the Advance HE report. The Task and Finish Group is providing a report to each meeting of Senate with Court receiving progress updates via the routine Senate Report to Court. 

University Senate

The Senatus Academicus (Senate) is the University's supreme academic body. Its core function is to regulate and superintend the teaching and discipline of the University and to promote research. Senate is chaired by the Principal and Vice-Chancellor and meets at least three times per year. At each meeting, Senate hosts a presentation and discussion session which is open to all members of staff. Business is conducted between meetings via three meetings of Electronic Senate.

Senate

Senate General Council

The General Council consists mainly of graduates of the University of Edinburgh, includes eligible academic staff and a more limited number from other related categories. It has a statutory right to comment on matters which affect the well-being and prosperity of the University and to be consulted on Ordinances and Resolutions. In so doing, it ensures that graduates of the University have a continuing voice in the management of its affairs. There are three General Council Assessors positions on Court, appointed following an open advertisement and recruitment process overseen by a joint Court-General Council Selection Panel. It is also responsible for election of the Chancellor. 

General Council

The University Executive is chaired by the Principal and is the main executive decision-making forum for the University. Membership includes the major budget holders in the University, Vice-Principals, senior professional services staff, the Students' Association President and representation from Heads of Schools from each of the three Colleges. It brings together the academic, financial, human resources and accommodation aspects of planning and it is responsible for managing the University's performance and for assisting the Principal in delivery of the University's strategy. The University Executive also provides advice and views on proposals and reports and ensures a consistent approach to activity across the University. 

General Council

The University's system of internal control 

The University Court is responsible for the University's system of internal control and for reviewing its effectiveness. Such a system is designed to manage, rather than eliminate, the risk of failure to achieve business objectives and can only provide reasonable and not absolute assurance against material misstatement or loss.

The internal control environment includes delegated authorities, policies, procedural and system controls, planning and budgetary processes, professional capability in specialist areas, governance structures and management reporting. A Delegated Authority Schedule lists those Committees or individuals to whom authority has been delegated by the University Court to commit the University to a contractual or quasi-contractual arrangements within approved budget limits. 

The senior leadership team receives regular reports on the University's performance, including appropriate performance indicators, and considers any control issues brought to its attention by early warning mechanisms which are embedded within the operational units and reinforced by risk awareness training. The senior leadership team and the Audit and Risk Committee also receive regular reports from Internal Audit which include recommendations for improvement.

The University operates processes for the identification, evaluation and management of significant risks. The UniversityÕs Risk Management Framework consists of the standards, policies, culture, responsibilities, and governance and reporting structures within which the risk management process is applied. The risk management framework established in the University includes a Risk Management Committee which reports to the Audit and Risk Committee. The Audit and Risk Committee is a Standing Committee reporting directly to Court and has oversight of risk management arrangements based on advice and information from the Risk Management Committee. Strategic direction for Risk Management is set by University Court, and is detailed in the University of Edinburgh Risk Management Policy & Appetite Statement. Further information on the University's Risk Management framework, policies, guidance and practical risk management tools can be viewed at: 

Risk management information

By its 2 December 2024 meeting, Court had received the Audit and Risk Committee Report for the year ended 31 July 2024 and information from the Risk Management Committee; it also had taken account of relevant events since 31 July 2024. During 2023/24, the Audit and Risk Committee was responsible for advising Court on the effectiveness of policies and procedures for risk assessment and risk management arrangements. Court considers, on the recommendation of the Audit and Risk Committee, that a risk management process compliant with the guidance provided by the Scottish Code of Good Higher Education Governance has been in place throughout the year ended 31 July 2024.

Specific guidance includes:

• The Court is involved in the development of and monitoring performance against the strategic plan and objectives including approval of an annual plan covering the aspects being implemented in the year in question.
• The Court must ensure the University has appropriate procedures to identify and actively manage risk and determines the nature and extent of risks it is willing to take. The University should maintain a risk register and make a risk management disclosure in annual financial statements.
•   The Court should also receive reports on the UniversityÕs risk management arrangements. These may be the responsibility of the Audit Committee or of a separate Risk Committee (or equivalent).

Court's review of the effectiveness of the system of internal control has also been informed by the following:The Internal Audit Service's annual report for 2023/24 presented to the Audit and Risk Committee on the adequacy and effectiveness of systems of internal control including governance and risk management, together with recommendations for improvement, along with the PrincipalÕs expression of satisfaction with the performance of the Internal Audit service in his capacity as Accountable Officer;

• The Risk Management Committee's Annual Report 2023/24 presented to the Audit and Risk Committee regarding its operation;
• The Audit and Risk Committee's annual report to Court providing information on the University's ongoing and annual activities for providing assurance over the system of internal control; 
• Comments made by the External Auditors in their Report to the Audit and Risk Committee and other reports; and
• The work of managers within the institution, who have responsibility for the development and maintenance of the internal control framework, and by any relevant comments made by other external agencies (e.g. the Quality Assurance Agency for Higher Education, Scottish Funding Council).

Charitable status 

The University had charitable status (No. SC005336) under the legislative framework operative throughout the 2023/24 financial year. The UniversityÕs endowments are administered as the University of Edinburgh Endowment Fund, overseen by the Investment Committee. Professional fund managers are employed by that Committee on behalf of the University Court. Investment income is applied for the specific purposes of the relevant endowments, or in the case of other investment funds, for the UniversityÕs general purposes. All of those purposes are charitable for the purposes of the legislation.

Income derived from philanthropic donations and benefactions arising from the UniversityÕs Development activities are disbursed by a Trust with separate charitable status, The University of Edinburgh Development Trust. The Board of Trustees includes members of the University Court. All disbursements are applied for the specific purposes of the relevant donations and benefactions, or in the case of general donations and benefactions, for the UniversityÕs general purposes. All of those purposes are charitable for the purposes of the legislation. 

Going concern 

The University's activities and the factors likely to affect its future development, performance and position are set out in the Financial Review. Its financial performance for the year to 31 July 2024, income and expenditure, assets, liquidity and cash flows are set out in more detail in the Notes to the Financial Statements. 

The University has adequate financial resources and its current forecasts and projections show it to be able to manage its activities successfully, having taken account of risks and uncertainties highlighted in the Annual Report and Accounts. Court considers that the University has adequate resources to continue in operation and, for this reason, the going concern basis continues to be adopted when preparing the Accounts.

Responsibilities of Court 

On 12 May 2014 Court adopted a Statement of Primary Responsibilities published on the University website. This was in operation throughout 2023/24.

Responsibilities of Court

Statement of responsibilities relating to the reports and financial statements

The detailed requirements relating to financial matters are governed by law, agreements and regulations as decreed by various bodies and are stated as follows:

Court is responsible for keeping proper accounting records, which disclose, with reasonable accuracy, the financial position of the University at any time and enable it to ensure that the financial statements are prepared in accordance with the Universities (Scotland) Acts 1858-1966, the Statement of Recommended Practice: Accounting for Further and Higher Education and other relevant accounting standards. In addition, within the terms and conditions of a Financial Memorandum agreed between the Scottish Funding Council and the Court of the University of Edinburgh, the University Court, through its designated office holder, is required to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the University and of the surplus or deficit and cash flows for that year. In causing the financial statements to be prepared, Court has to ensure that:

• suitable accounting policies are selected and applied consistently;
• judgements and estimates are made that are reasonable and prudent;applicable accounting standards have been followed; andfinancial statements are prepared on the going concern basis.

Janet Legrand OBE KC (Hon)Senior Lay Member of Court