Imperial is an independent corporation whose legal status derives from a Royal Charter granted under Letters Patent in 1907. Its objects, powers and framework of governance are set out in its Charter and its supporting Statutes.
As a UK university, Imperial is in the Office for Students’ Register of officially recognised Higher Education providers and is an exempt charity under schedule 3 of the Charities Act 2011 and regulated by the Office for Students (OfS).
Imperial is committed to exhibiting best practice in all aspects of corporate governance. It endeavours to conduct its business in accordance with the seven principles identified by the Committee on Standards in Public Life (selflessness, integrity, objectivity, accountability, openness, honesty, and leadership), and the Committee of University Chairs Higher Education Code of Governance (CUC Code). It has a whistleblowing procedure and complies with the Public Interest Governance Principles required by the OfS.
The Council is the governing body of Imperial, with its structure and roles defined by the University’s Statutes. It is responsible for overseeing the strategic direction, finance, governance and compliance, and for the efficient management and good conduct of all aspects of the affairs of the University.
There are currently 27 members of the Council, the majority of whom are independent members, including the Chair. On 1 April 2024, Mr. Manvinder Banga began his appointment as Chair of Council, following the retirement of Mr. John Allan. This followed the appointment to Council of two new independent members, Ms. Karen Briggs and Ms. Katherine Coates, from 1 January 2024 to replace retiring members. Also included in its membership are representatives of Imperial’s staff and student body. The Council meets at least four times a year.
None of the independent members receive any payment for the work they do on Council, apart from the reimbursement of expenses.
Imperial maintains a Register of Interests of members of the Council and of Senior Officers, which may be consulted by arrangement with the Registrar and University Secretary, who is the Clerk to Council. Any enquiries about the constitution and governance of the University should be addressed to them.
The Council is supported by the committees set out below. All have approved terms of reference and specified membership, including a significant proportion of independent members to provide expert support. They are chaired by independent members of the Council and report regularly to Council on their work.
Audit and Risk Committee considers the adequacy and effectiveness of the University’s arrangements for risk management, internal control, governance, and value for money. It meets at least three times a year with the University’s internal and external auditors in attendance, and at least once a year meets separately with both sets of auditors for independent discussions. The Committee considers detailed reports with recommendations for improvement, together with management’s responses and implementation plans. On 1 January 2024, Ms Karen Briggs succeeded Mr John Cullen as the Chair of the Committee.
Endowment Board Endowment Board manages a diversified portfolio of investments, providing a regular distribution for the core academic mission of the University. The University’s Socially Responsible Investment Policy requires that any investment decisions are guided by consideration of the same social, environmental and governance concerns as the University, including pursuing an active approach to engagement with its investments in all asset classes.
Finance Committee is responsible for providing the Council with a strategic overview of the University’s finances, with a focus on the longer-term financial plan and the actions taken to achieve it. Its membership includes one member with cross membership of the Audit and Risk Committee.
Property Committee provides strategic oversight to the estates portfolio held by the University, and advises on the long-term real estate strategy for the University’s consolidated estate.
Nominations Committee considers the composition of Council, including required skills, equality, diversity and inclusion (EDI) and nominations for membership of the Council, Council’s Committees, and the Court.
Remuneration Committee reviews the University’s overall reward strategy to ensure that its remuneration practices are being managed in a fair and equitable way. It also reviews and approves the remuneration of the President, the Provost, their senior direct reports and members of the University Management Board. The Committee complies fully with the CUC Higher Education Senior Staff Remuneration Code and its annual report was presented to Council in May 2024 and is published on the University’s website.
The Council is also supported by the President and the Provost, who have direct responsibility for the delivery of Imperial’s core mission in education and research. The President is the principal academic and administrative officer of Imperial and has responsibility to the Council for maintaining and promoting the efficiency and good order of the University. Under the terms of the OfS Regulatory Framework for Higher Education in England, the President is the designated ‘accountable officer’ as Head of the Institution.
The Senate is the academic authority of Imperial and draws its membership entirely from the staff and students of the University. Its role is to direct and regulate the teaching work. Chaired by the Provost, there are currently 35 members. The Senate meets at least three times a year.
The Court brings together key stakeholders of Imperial, including alumni and neighbourhood organisations. Its membership also includes representatives from the Council and from Imperial’s senior management. The Court currently has 29 members and meets once a year.
Developments during the year
During the financial year, a review of the University’s governing documents to modernise and bring them in line with current corporate governance and higher education sector best practice was completed, and approval by the Privy Council took effect on 13 December 2023. An important change was the addition of new Council members to improve representation and better reflect Imperial’s community: one additional academic staff member and two members appointed from among the professional services staff, and an additional student member who is also a trustee of the Imperial College Union.
Governance improvements have also been made to the University’s executive functions. The University Management Board (UMB) advises the President on all major strategic, policy and operational issues. A review of UMB and its committees’ effectiveness focused on optimising structure, memberships, and delegations in support of UMB’s focus on strategic discussion and decision making. The recommendations were implemented in September 2024.
Over the summer, the new Chair commissioned a review of Council effectiveness, which noted that recommendations made by the previous Halpin review had been implemented and suggested further improvements to enhance the relationship between Council and stakeholders. An action plan will be implemented over the coming year.