Corporate Governance Statement

Glyndŵr University, like other public bodies, has a duty to conduct affairs in a responsible and transparent way, and to take into account the requirements of funding bodies, the standards in public life enunciated by the Nolan Committee, the Combined Code and recommendations arising from the Dearing Inquiry into Higher Education.

Throughout the year ended 31 July 2010, the University has been in compliance with all the Code provisions set out in the Combined Code insofar as they relate to Universities.

The University’s corporate governance arrangements have been established in such a way as to conform with these duties, and, where appropriate, are also informed by the guidance on good practice in university governance offered by the Committee of University Chairmen most recently issued in March 2009. This incorporates a Governance Code of Practice.

In respect of the year ended 31 July 2010, the Board of Governors report that whilst a Corporate Governance matter has been raised, and the result of an associated review is awaited, they believe that they have taken appropriate actions to address the matter, and as such believe that there was no element of the code with which the University's practice was not consistent.

The Board of Governors has adopted a statement of primary responsibilities, which is published on the University’s governance website. This statement sets out the Board’s responsibilities in respect of the proper conduct of public business, strategic planning, monitoring effectiveness and performance, finance, audit, estate management, human resource management, equality and diversity, student welfare, health and safety and the appointment of the University Officers.

The Board has the following committees: a Student Affairs Committee; an Audit Committee; Finance and General Purposes Committee; Human Resources Committee; and a Nominations Committee. The Board, on the recommendation of the Nominations Committee, appoints all members of the Board who sit on these committees. The Board also appoints external members co-opted to Board Committees. A Register of Interests is maintained and declarations of any conflicts of interest are made at the start of each Committee and Board meeting. The Audit Committee and the main Board conduct annual effectiveness reviews. All sub committees review and reflect on their work and provide an annual report to the Board of Governors.

As the governing body of the Glyndŵr University, we have responsibility for maintaining a sound system of internal control that supports the achievement of policies, aims and objectives, while safeguarding the public and other funds and assets for which we are responsible, in accordance with the responsibilities assigned to the governing body in the instrument and articles and the Financial Memorandum with HEFCW.

The system of internal control is designed to manage rather than eliminate the risk of failure to achieve policies, aims and objectives; it can therefore only provide reasonable and not absolute assurance of effectiveness against material misstatement or loss.

A strategic risk register has been in place all year up to 31 July 2010 designed to identify the principal risks to the achievement of policies, aims and objectives, to evaluate the nature and extent of those risks and to manage them efficiently, effectively and economically. Risk management and control processes have been in place throughout the period and risk review is embedded within the management culture and applied to the risks on the register and to all new initiatives identified during the year. These processes have been applied up to the date of approval of the financial statements and accords with HEFCW guidance.
As the governing body, we have responsibility for reviewing the effectiveness of the system of internal control. The following processes have been established:

We meet at regular intervals to consider the plans and strategic direction of the University
We receive periodic reports from the Chair of the Audit Committee concerning internal control and we require regular reports from managers on the steps they are taking to manage risks in their areas of responsibility, including progress reports on key projects and issues
We have requested the Audit Committee to provide oversight of the University’s management of risks
The Audit Committee receives regular reports from the independent internal audit provider, RSM Tenon, which include the internal audit’s independent opinion on the adequacy and effectiveness of the University’s system of internal control, together with recommendations for improvement
A programme of facilitated workshops is held for Governors, senior and other managers to identify and keep up to date the key issues and risks for the University, including the anticipation and appropriate response to risks emerging/associated with changing social, environmental and legislation requirements
The University-wide risk register is maintained and a system of reporting on risk management has been agreed by the Board and Audit Committee. This involves a range of formal reports received during the year
A risk prioritisation methodology based on risk ranking has been established and is regularly reviewed
Each risk is assigned to a relevant director who reports regularly to the Core Executive on the actions taken
At the end of the year the Chair of the Audit Committee formally reports to the full Board on the Committee’s activities during the year in accordance with relevant guidance. This report includes an assessment of the effectiveness of the Internal Control System (including risk management) during the year

Our review of the effectiveness of the system of internal control is informed by internal audit, which operates to standards defined in the HEFCW Audit Code of Practice.

The key risks for Glyndŵr University arise from the potential failure to recruit and retain students, retain key staff capability and maintain business systems. Student recruitment was at its highest level for some years in 2009/10 and Glyndŵr University again met funded student numbers. These risks are of sufficient concern to be the subject of regular review at meetings of both Core Executive and the Governing Body.

Our review of the effectiveness of the system of internal control is also informed by the work of the executive directors within the University, who have responsibility for the development and maintenance of the internal control framework and by comments made by the external auditors in their management letter and other reports from external bodies such as the Wales Audit Office. There were no significant issues arising during 2009/10 in respect of Corporate Governance, other than the matter noted earlier in this commentary, for which the Governing Body believes that it took appropriate action.

Approved by the Board of Governors December 2010.

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Throughout the year ended 31 July 2010, the University has been in compliance with all the Code provisions set out in the Combined Code insofar as they relate to Universities. The University’s corporate governance arrangements have been established in such a way as to conform with these duties, and, where appropriate, are also informed by the guidance on good practice in university governance offered by the Committee of University Chairmen most recently issued in March 2009. This incorporates a Governance Code of Practice. In respect of the year ended 31 July 2010, the Board of Governors report that whilst a Corporate Governance matter has been raised, and the result of an associated review is awaited, they believe that they have taken appropriate actions to address the matter, and as such believe that there was no element of the code with which the University's practice was not consistent. The Board of Governors has adopted a statement of primary responsibilities, which is published on the University’s governance website. This statement sets out the Board’s responsibilities in respect of the proper conduct of public business, strategic planning, monitoring effectiveness and performance, finance, audit, estate management, human resource management, equality and diversity, student welfare, health and safety and the appointment of the University Officers. The Board has the following committees: a Student Affairs Committee; an Audit Committee; Finance and General Purposes Committee; Human Resources Committee; and a Nominations Committee. The Board, on the recommendation of the Nominations Committee, appoints all members of the Board who sit on these committees. The Board also appoints external members co-opted to Board Committees. A Register of Interests is maintained and declarations of any conflicts of interest are made at the start of each Committee and Board meeting. The Audit Committee and the main Board conduct annual effectiveness reviews. All sub committees review and reflect on their work and provide an annual report to the Board of Governors. As the governing body of the Glyndŵr University, we have responsibility for maintaining a sound system of internal control that supports the achievement of policies, aims and objectives, while safeguarding the public and other funds and assets for which we are responsible, in accordance with the responsibilities assigned to the governing body in the instrument and articles and the Financial Memorandum with HEFCW. The system of internal control is designed to manage rather than eliminate the risk of failure to achieve policies, aims and objectives; it can therefore only provide reasonable and not absolute assurance of effectiveness against material misstatement or loss. A strategic risk register has been in place all year up to 31 July 2010 designed to identify the principal risks to the achievement of policies, aims and objectives, to evaluate the nature and extent of those risks and to manage them efficiently, effectively and economically. Risk management and control processes have been in place throughout the period and risk review is embedded within the management culture and applied to the risks on the register and to all new initiatives identified during the year. These processes have been applied up to the date of approval of the financial statements and accords with HEFCW guidance. As the governing body, we have responsibility for reviewing the effectiveness of the system of internal control. The following processes have been established: We meet at regular intervals to consider the plans and strategic direction of the University We receive periodic reports from the Chair of the Audit Committee concerning internal control and we require regular reports from managers on the steps they are taking to manage risks in their areas of responsibility, including progress reports on key projects and issues We have requested the Audit Committee to provide oversight of the University’s management of risks The Audit Committee receives regular reports from the independent internal audit provider, RSM Tenon, which include the internal audit’s independent opinion on the adequacy and effectiveness of the University’s system of internal control, together with recommendations for improvement A programme of facilitated workshops is held for Governors, senior and other managers to identify and keep up to date the key issues and risks for the University, including the anticipation and appropriate response to risks emerging/associated with changing social, environmental and legislation requirements The University-wide risk register is maintained and a system of reporting on risk management has been agreed by the Board and Audit Committee. This involves a range of formal reports received during the year A risk prioritisation methodology based on risk ranking has been established and is regularly reviewed Each risk is assigned to a relevant director who reports regularly to the Core Executive on the actions taken At the end of the year the Chair of the Audit Committee formally reports to the full Board on the Committee’s activities during the year in accordance with relevant guidance. This report includes an assessment of the effectiveness of the Internal Control System (including risk management) during the year Our review of the effectiveness of the system of internal control is informed by internal audit, which operates to standards defined in the HEFCW Audit Code of Practice. The key risks for Glyndŵr University arise from the potential failure to recruit and retain students, retain key staff capability and maintain business systems. Student recruitment was at its highest level for some years in 2009/10 and Glyndŵr University again met funded student numbers. These risks are of sufficient concern to be the subject of regular review at meetings of both Core Executive and the Governing Body. Our review of the effectiveness of the system of internal control is also informed by the work of the executive directors within the University, who have responsibility for the development and maintenance of the internal control framework and by comments made by the external auditors in their management letter and other reports from external bodies such as the Wales Audit Office. There were no significant issues arising during 2009/10 in respect of Corporate Governance, other than the matter noted earlier in this commentary, for which the Governing Body believes that it took appropriate action. Approved by the Board of Governors December 2010.	About Glyndwr University Chancellor of Glyndwr University Board of Governors Corporate Governance Statement Statement of Primary Responsibilities Register of Interests of Governors Instrument and Articles of Government Code of Conduct for Governors Independent Members 2011 Executive Group Honorary Fellowships Charitable Status
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