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  • 1. __________________________________________________________________________________ A MANUAL OF THE STRUCTURE, CODE OF PRACTICE AND PROCEDURES OF THE GOVERNING AUTHORITY OF UNIVERSITY COLLEGE DUBLIN, NATIONAL UNIVERSITY OF IRELAND, DUBLIN June 2007 ___________________________________________________________________________________
  • 2. __________________________________________________________________________________ Contents Page No. 1. INTRODUCTION 3 2. STRUCTURE 4 2.1 GOVERNING AUTHORITY MEMBERSHIP 4 2.2 FUNCTIONS OF THE GOVERNING AUTHORITY 5 2.3 THE ROLE OF THE GOVERNING AUTHORITY 5 2.3.2 Appointment 6 2.3.3 Interests 6 2.3.4 Expenses 7 2.3.5 Appointment of and Role of the Chairperson 7 2.4 COMMITTEES 7 2.4.2 Membership 7 2.4.3 Terms of Reference of Finance, Remuneration and Asset Management Committee 7 2.4.4 Terms of Reference of the Audit and Risk Management Committee 9 2. ROLE OF INDIVIDUAL MEMBERS OF THE GOVERNING AUTHORITY 11 AND CODE OF PRACTICE 2.1 ROLE OF INDIVIDUAL MEMBERS OF GOVERNING AUTHORITY 11 3.1.2 Removal of Member from Governing Authority 11 2.2 CODE OF PRACTICE 3.2.1 Due Skill and care 11 3.2.2 Conduct as Members 12 3.2.3 Confidentiality / Use of Information 12 3.2.4 Duty to be Adequately Informed 12 3.2.5 Individual Responsibility of Members 13 3.2.6 Conflict of Interest 14 3.2.7 Disclosure of Interest 14 3.2.8 Withdrawal from Deliberations and Decision 15 3.2.9 Register of Interests 15 4. PROCEDURES 4.1 GOVERNING AUTHORITY 15 4.1.2 Meetings and Agenda 16 4.1.3 Holding of meetings and Quorum 16 4.1.4 Circulation of Agenda and Papers 16 4.1.5 Procedures 16 4.1.6 Confidentiality 17 4.1.7 Decision-making 17 4.1.8 Sealing 18 4.2 MATTERS ARISING BETWEEN GOVERNING AUTHORITY MEETINGS 18 4.3 CONSULTATION ON GOVERNING AUTHORITY PROCEDURES 18 Appendix 1 Universities Act, 1997, Sections 16, 17 and 18 and Third Schedule 19 Appendix 2 Sample letter to be issued to new Governing Authority member on appointment 26 Appendix 3 38 Current Membership of Governing Authority and Committees 38 1. Governing Authority 38 2. Finance, Remuneration and Asset Management Committee 40 ___________________________________________________________________________________ 2
  • 3. __________________________________________________________________________________ 3. Audit and Risk Management Committee 41 ___________________________________________________________________________________ 3
  • 4. __________________________________________________________________________________ 1. INTRODUCTION The Governing Authority of University College Dublin, National University of Ireland, Dublin was established under the Universities Act, 1997 and is the direct successor of the Governing Body established under the founding Charter of University College Dublin (1908). Among the main functions of the Governing Authority are the appointment of the Chief Officer (President), determination of policy and strategy and the control and administration of all lands and properties of the University. This Manual is designed to bring together essential information regarding the operations of the Governing Authority of University College Dublin, National University of Ireland, Dublin. It is supplemental to and subject to the Charter and Statutes of the University and to the Universities Act, 1997 but aims to set out in easily referenced format the principal operational requirements for members. This Manual was originally adopted in October 2004 and it was revised in June 2007 following the formation of a Governance two Working Group by the Governing Authority. The Working Group took in to account developments in governance including Statute 6 which was adopted in June 2005 and the “Governance of Irish Universities” document which had been developed by a joint grouping of the Irish Universities’ Association and the Higher Education Authority. It is intended that the Manual will continue to be reviewed from time to time or as circumstances require and that variable information such as Committee membership and Schedule of Meetings will be updated at these times. The regulations of the Governing Authority described in this Manual were adopted by the Governing Authority in accordance with the Universities Act, 1997 (“the Act”) Third Schedule, Section 14. As these procedures are supplementary to and subject to the requirements of the Act, the Charter and the Statutes of the University, attention is drawn in particular to Sections 16, 17 and 18 of the Act governing the composition of the Governing Authority, its Chairperson, and its functions respectively, together with the entire Third Schedule which are reproduced as appendices to this document. If in the interpretation of these procedures any conflict or ambiguity should arise, the provisions of the Act, Charter or Statutes shall prevail. ___________________________________________________________________________________ 4
  • 5. __________________________________________________________________________________ 2. STRUCTURE 2.1 GOVERNING AUTHORITY MEMBERSHIP The Governing Authority must comprise not less than twenty members and not more than forty. The number of members of the current Governing Authority is forty as follows: The Act, Section 16 Proposed with effect from 1/2/2005 Sub-Section (2) (a) President 1 (2) (b) Chairperson 1 (2) (c) Senior officer 1 (2) (d) (i) Professors/Associate Professors 6 (2) (d) (ii) Other academic staff 5 (2) (d) (iii) Non-academic staff 3 (2) (d) (iv) Student representatives 3 (2) (d) (v) Postgraduate student 1 (3) (a) Nominations from organisations (Including Chair of Governing Authority 3 (At least one representative of counted above) Business/Industry) (3) (b) Regional Education Board 0 (3) (c) Minister’s nominees 3 (4) (a) Artistic/cultural 0 (4) (b) NUI graduates 3 (5) (c) (i) Lord Mayor of Dublin 1 (5) (c) (ii) National University of Ireland 2 (5) (c) (iii) General Council of County 8 Councils Total: 40 ___________________________________________________________________________________ 5
  • 6. __________________________________________________________________________________ 2.2 FUNCTIONS OF THE GOVERNING AUTHORITY The Universities Act, 1997, provides (Section 18 is reproduced in Appendix 1) that the functions of the Governing Authority of the University shall be as follows, in pursuance of the objects of the University under Section 12 but within the constraints of its budget under Section 37: - (a) to control and administer the land and other property of the university, (b) to appoint the chief officer and such other employees as it thinks necessary for the purposes of the university, (c) subject to the Act and its charter, statutes and regulations, to determine the membership from time to time of the governing authority, and (d) to perform such other functions as are imposed on it by or under that or any other Act or by its charter, statutes and regulations. At its meeting on 20 January 2004 the Governing Authority emphasised its particular roles in  Overseeing policy  Monitoring the performance of top management  Working with the President to set UCD’s strategic aims. 2.3 THE ROLE OF THE GOVERNING AUTHORITY The primary responsibility of the Governing Authority is to guide the strategic direction of the University. To this end, at least one full meeting per year should be entirely devoted to a detailed review of the strategic plan, its financial forecasts and the annual operating plan. Monitoring implementation of the strategic plan, its progress, and any adjustments and the image of the University should be the key elements in the agenda for other scheduled meetings of the Authority. To ensure that this can be done effectively, performance targets, measures and success criteria should be built into the strategic plan and the annual operating plan. These should be well defined, measurable, achievable, realistic and timely. The results of monitoring against the key performance measures should be reported to the Governing Authority on a regular basis and include explanations for any significant variances from the targets. Where results of monitoring show performance is off target, it will be the duty of the President to indicate what actions are to be taken. The Governing Authority should ensure that performance measures are evaluated against external benchmarks (peer group and good practice). As required under Statute 6 the President shall prepare and submit to the Governing Authority an Annual Report on the state of the University. It shall be the responsibility of the Chairperson to monitor the agendas, discussions and minutes of the Governing Authority to ensure that they are compatible with the role and responsibilities of the Governing Authority. ___________________________________________________________________________________ 6
  • 7. __________________________________________________________________________________ 2.3.2 Appointment On appointment, all Governing Authority members will be given a letter setting out the terms of their appointment. In addition, any members of any standing committees of the Governing Authority (including the Finance, Remuneration and Asset Management Committee and the Audit and Risk Management Committee) who are not members of the Governing Authority will be given a similar letter A sample letter of appointment is included in Appendix 2. Members will also be given a copy of the Statutes of University College Dublin, National University of Ireland, Dublin, together with a copy of this Manual of Governing Authority Structure, Code of Practice and Procedures. Immediately after all new appointments, including those appointments made during the course of the term of office of the Governing Authority, members of the Governing Authority and of its standing committees will receive a full induction to the University, its activities and its management. This will be tailored to the needs of individual members but will include additional material on the University’s main activities and functions and meetings with senior management. 2.3.3 Interests A member of the Governing Authority who has a pecuniary, family or other personal interest in any matter under discussion at any meeting of the Governing Authority or one of its committees at which he/she is present shall as soon as practicable disclose the fact of his/her interest to the meeting and shall withdraw from that part of the meeting. A member of the Governing Authority is not, however, considered to have a pecuniary interest in matters under discussion merely because he/she is a member of staff or a student of the institution. Nor does the restriction of involvement in matters of direct personal or pecuniary interest prevent members of the Governing Authority from considering and voting on proposals to insure the Governing Authority against liabilities which it might incur. In relation to contracts and appointments the Act (Third Schedule, 8 (1) and (2)) provides that “8. (1) A member of a governing authority who has an interest in— (a) a company (other than a public company of which he or she is not a director or otherwise involved in its management) or concern with which the university proposes to make a contract, or (b) a contract which the university proposes to make, shall disclose to the governing authority the fact of the interest and its nature and shall take no part in any deliberation or decision of the governing authority relating to the contract, and the disclosure shall be recorded in the minutes of the governing authority.” The Government has stated that the provisions of the Ethics in Public Office Acts are likely to be extended to the university sector in the near future. Pending the enactment of that legislation the Governing Authority has agreed in the interests of best practice that members should make a declaration in the statutory format to the University prior to the enactment of the legislation (see copy at Appendix 2). In any instance where a question relating to conflict of interest arises members should consult with the Chairperson before accepting an office or a directorship in any other organisation. ___________________________________________________________________________________ 7
  • 8. __________________________________________________________________________________ 2.3.4 Expenses Members will be paid all reasonable, vouched travelling, hotel and other expenses properly incurred by them in connection with attendance at meetings or otherwise in connection with the discharge of their duties. 2.3.5 Appointment of and Role of Chairperson The Chairperson will be appointed by the Governing Authority in accordance with Section 17 of the Act (see Appendix 1). The term of office of the Chairperson is normally the same as that of the Governing Authority and a Chairperson is eligible for re-appointment by a new Governing Authority. The Chairperson appointed by the Governing Authority shall hold office on such terms and conditions as the Governing Authority may, at the date of his or her appointment, determine. 2.4 COMMITTEES There are currently two permanently constituted standing Committees of the Governing Authority. These are:  The Audit and Risk Management Committee  The Finance, Remuneration and Asset Management Committee. The Governing Authority may establish other standing committees and working groups . 2.4.2 Membership The current membership of the committees is set out in Appendix 3. Each Committee will make a report annually, or more frequently on request, to the Governing Authority and the Governing Authority may request the Chair of a Committee, if not a member of the Governing Authority, to attend at and report to a Governing Authority meeting. The Chairperson of the Governing Authority will decide on who will act as convenor of the Finance, Remuneration and Asset Management Committee and of the Audit and Risk Management Committee. Vice-Presidents may be asked to attend Committee meetings as appropriate. 2.4.3 Terms of Reference of Finance, Remuneration and Asset Management Committee The terms of reference are as follows: (a) The Governing Authority as soon as it has been fully constituted shall appoint a Finance, Remuneration and Asset Management Committee. 1. The aforesaid committee shall consist of the President, the Registrar, the Bursar and not more than nine members of the Governing Authority appointed in such manner as the Governing Authority may determine and not more than ___________________________________________________________________________________ 8
  • 9. __________________________________________________________________________________ three further members who shall not be employees of the University or current members of the Governing Authority. With regard to these three further members, the provisions of the following paragraph shall apply. 2. Paragraph 5 of the Fourth Schedule to the Universities Act 1997, provides that “a chief officer shall be entitled to be a member of and preside over any and every committee appointed by the Governing Authority.” Subject to that provision the Finance, Remuneration and Asset Management Committee shall have an independent Chair who shall not be an employee of the University or a current member of the Governing Authority. The Chair shall be appointed by the Governing Authority with the approval of the President, and shall thereupon become a member of the Finance, Remuneration and Asset Management Committee. On the recommendation of the Finance, Remuneration and Asset Management Committee, and with the approval of the President, the Governing Authority may appoint two further external members, not employees of the University or current members of the Governing Authority to the Finance, Remuneration and Asset Management Committee. (b) It shall be the duty of the Finance, Remuneration and Asset Management Committee to supervise the financial affairs of the University and to advise the Governing Authority on any matter relating to the financial management of the University. (c) It shall be the duty of the Finance, Remuneration and Asset Management Committee to keep in such form as may be approved by The Higher Education Authority all proper and usual accounts and records of all income received or expenditure incurred by the University. (d) It shall be the duty of the Finance, Remuneration and Asset Management Committee as soon as may be after the end of each financial year to make a report to the Governing Authority as to the state of the finances of the University. (e) It shall be the duty of the Finance, Remuneration and Asset Management Committee to monitor remuneration and pay policy in the context of the University’s strategic development plan and finances and of national pay agreements and policies. (f) It shall be the duty of the Finance, Remuneration and Asset Management Committee to monitor the financial aspects of the acquisition, development, refurbishment, sale or other disposal of any land the property of the University as provided in Section 42 of the Act and with a view to best practice for the disposal of assets, the granting of access to property or infrastructure for commercial arrangements and the management of significant capital expenditure proposals. (g) It shall be the duty of the Finance, Remuneration and Asset Management Committee to oversee the establishment of and monitor the performance of any companies under the control of the University. ___________________________________________________________________________________ 9
  • 10. __________________________________________________________________________________ (h) The period of office of the Finance, Remuneration and Asset Management Committee shall be coterminous with the period of office of the Governing Authority. The quorum for the transaction of business will be seven. Copies of the minutes of the Committee will be circulated to the Chairperson of the Governing Authority for information after each meeting. 2.4.4 Terms of Reference of the Audit and Risk Management Committee Constitution 1. The Audit & Risk Management Committee is established as a Committee of the Governing Authority. Membership 2. The Committee shall be appointed by the Governing Authority on the recommendation of the President and shall consist of two external (outside UCD) members, two representatives of the Governing Authority and one other person. A quorum shall be three members. 3. The Committee may co-opt one further external member (in addition to those appointed), subject to the agreement of the Governing Authority. 4. The Chairman of the Committee shall be appointed by the Governing Authority on the recommendation of the President. Attendance at Meetings 5. The Bursar/Chief Financial Officer, the Head of Internal Audit, a representative of the external auditors and any member of staff or external person relevant to the activities of the Committee shall attend for all or part of meetings at the invitation of the Committee. At least once a year the Committee shall meet with each of (1) the external auditors, (2) the Head of Internal Audit and (3) the Director of Risk Management, without members of management in attendance. 6. The Convener of the Committee shall be decided on by the Chairperson of the Governing Authority. Frequency of Meetings 7. Meetings shall be held not less than four times a year. The external auditors may request a meeting if they consider that one is necessary. ___________________________________________________________________________________ 10
  • 11. __________________________________________________________________________________ Authority 8. The Committee is authorised by the Governing Authority to investigate any activity within its terms of reference and to seek any information it requires on that activity from any employee of the University or of its subsidiaries and all such employees are directed to co-operate with the Committee. 9. The Committee is authorised by the Governing Authority to obtain outside legal or other independent professional advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary, at the expense of the University. Duties 10. The duties of the Committee shall be: (a) to review the annual financial statements and their format before submission to the Finance, Remuneration & Asset Management Committee and the Governing Authority, focusing particularly on: (i) the accounting policies to be adopted for financial statements (ii) any changes in accounting policies and practices (iii) major judgmental areas (iv) significant adjustments resulting from the audit (v) the going concern assumption (vi) compliance with accounting standards (vii) compliance with legal requirements. (b) to consider management procedures to ensure that the quality of the internal control environment is adequate; (c) to review reports of the Head of Internal Audit and address issues arising therefrom and to discuss with the Head of Internal Audit his programme of work; (d) to discuss with the external auditor before the audit commences the nature and scope of the audit; (e) to discuss problems and reservations arising from the audit and any other matters requested by the external auditor (in the absence of management, where necessary); (f) to review the external auditor’s Management Letter and all other audit letters from the external auditor and to consider management’s response thereon; (g) to consider the major findings of internal investigations and management’s response; ___________________________________________________________________________________ 11
  • 12. __________________________________________________________________________________ (h) to consider and advise on the appointment, resignation or dismissal of the external auditor and on the audit fee; (i) to consider risk management issues to ensure that these are being adequately addressed by management; (j) to consider other topics, as requested by the Governing Authority or initiated by the Committee; (k) The Committee shall submit an annual report to the Governing Authority and the Finance, Remuneration and Asset Management Committee. Reporting Procedures 11. The Convener of the Audit & Risk Management Committee shall circulate the minutes of the Committee to the President and to the Chairperson of the Governing Authority. 3. ROLE OF INDIVIDUAL MEMBERS OF GOVERNING AUTHORITY AND CODE OF PRACTICE 3.1 ROLE OF INDIVIDUAL MEMBERS OF GOVERNING AUTHORITY It is set down in the Act (See 8(3) of the Third Schedule of the Act in Appendix 1) that a member “shall at all times act, as a member, in the best interests of the University and shall not act as a representative of any special interest provided that nothing in this paragraph shall restrict a member from representing at meetings of the Governing Authority the views of those by whom he or she has been elected or to restrict the freedom of expression of that member”. Members are required to declare interests at meetings, and to leave meetings when relevant discussions take place as appropriate. Members should keep themselves informed on developments in the University and third level sector and have adequate time to commit to the University, including regular attendance at meetings. The Act provides (3 (3) of the Third Schedule) that “a member 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.” 3.1.2 Removal of Member from Governing Authority “A member of the Governing Authority may, for good and valid reason, be removed from office by resolution of the Governing Authority” (See 3 (1) of Third Schedule in Appendix 1). 3.2 CODE OF PRACTICE Members shall carry out their functions with integrity, independence, honesty, good faith and proper purpose and shall act in the best interests of the University. ___________________________________________________________________________________ 12
  • 13. __________________________________________________________________________________ 3.2.1 Due Skill and Care Members shall act responsibly and fairly with the due care, skill, diligence, loyalty, and the prudence of a reasonable individual. 3.2.2 Conduct as Members Members shall: a) treat each other, and University staff and students, with professionalism, courtesy and respect; b) not act as spokespersons for the Governing Authority in any form unless specifically requested by the Governing Authority to do so; c) participate actively and work co-operatively with fellow Members in discharging their responsibilities as Members. 3.2.3 Confidentiality / Use of Information University College Dublin is committed to providing access to general information relating to its activities in a way that is open and enhances its accountability to the general public. However, in the course of their duties, Members will have access, in written form and in the course of deliberations, to sensitive information such as personal information, information received in confidence by the University and commercially sensitive information. Members are required to respect the confidentiality of such information. Members shall: a) ensure that appropriate care is taken to guarantee the security of sensitive Governing Authority and other documents, whether in paper or electronic form; b) respect the confidentiality of information received in the performance of their duties, as well as the confidentiality of the deliberations of the Governing Authority; c) ensure that confidential records are subject to appropriate access procedures; d) observe any restrictions agreed by the Governing Authority on the use or dissemination of information (subject to Freedom of Information Act or Data Protection Act requirements); e) respect the privacy of individuals. 3.2.4 Duty to be Adequately Informed Members should: a) develop and maintain a clear understanding of the functions of the Governing Authority (see Section 2 above), and of the Statutes including, inter alia, Statute 6, ___________________________________________________________________________________ 13
  • 14. __________________________________________________________________________________ (where that statute is not superseded by the Act); b) familiarise themselves with the contents of the Act and University Statutes; c) develop and maintain a clear understanding of the role of any Governing Authority committee on which they serve; d) familiarise themselves with the contents of key University documents (as specified by Governing Authority from time to time); e) seek clarification and take advice in respect of matters outside the Member’s expertise, in accordance with such procedures as may be agreed by Governing Authority for this purpose from time to time; f) prepare for meetings by reading and considering all papers circulated with the agenda, provided to them ordinarily at least one week before each meeting of the Governing Authority. 3.2.5 Individual Responsibility of Members Members shall: a) declare all potential conflicts of interest; b) not use their position as a Member for personal profit, gain or advantage; c) not accept a gift, fee, favour, reward, gratuity or remuneration of any kind if it could be seen by the public, knowing the full facts, as intended or likely to cause a Member to act in a particular way or deviate from the performance of his/her duty; d) not assist any person or any organization in its dealings with the University when such intervention may result in real or apparent preferential treatment to that person or organization by the University; e) not use, directly or indirectly, any facilities or services of the University, nor allow them to be used, for purposes other than expressly approved by the University. In accordance with good governance practice Members should: a) after ceasing to be a Member, not make use of any information obtained in their capacity as a Member that is not generally available to the public, in order to derive therefrom a benefit or advantage for themselves or that of any family Member; ___________________________________________________________________________________ 14
  • 15. __________________________________________________________________________________ 3.2.6 Conflict of Interest 3.2.6.1 A Member shall be considered to have a real conflict of interest when he/she holds a personal interest, whether direct or indirect, of which he/she is aware and which in the opinion of a reasonably informed and well-advised person is sufficient to put into question the independence, impartiality, and objectiveness that the said Member is obliged to exercise in the performance of his/her duties. A Member should be aware that s/he may have a perceived conflict of interest when he/she appears to have, in the opinion of a reasonably informed and well-advised person, a personal interest, whether direct or indirect, that is sufficient to put into question the independence, impartiality, and objectivity that the said Member is obliged to exercise in the performance of his/her duties. 3.2.6.2 The Act, Third Schedule, Paragraph 8 states: 8. (1) A member of a governing authority who has an interest in— (a) a company (other than a public company of which he or she is not a director or otherwise involved in its management) or concern with which the university proposes to make a contract, or (b) a contract which the university proposes to make, shall disclose to the governing authority the fact of the interest and its nature and shall take no part in any deliberation or decision of the governing authority relating to the contract, and the disclosure shall be recorded in the minutes of the governing authority. (2) A member of a governing authority of a university who is related to a person who is a candidate for appointment by the governing authority as an employee of the university, shall disclose to the governing authority the fact of the relationship and its nature and shall, if the governing authority so decides, take no part in any deliberation or decision of the governing authority relating to the appointment, and the disclosure and decision shall be recorded in the minutes of the governing authority. In UCD, the Governing Authority has delegated responsibility for some appointments and the provisions in relation to conflicts of interest do not apply where the decision or deliberation has been so delegated. 3.2.7 Disclosure of Interest In addition to the provisions of the Act in 3.7.2 above, where a situation of potential conflict of interest arises, a Member shall make a disclosure of the existence of the potential conflict, in writing, to the Corporate and Legal Affairs Secretary (copied to the Chairperson of Governing Authority), as soon as s/he becomes aware of it. Provided that the existence of the potential conflict of interest has been disclosed, it will not be necessary for the member to disclose the details of the circumstances. ___________________________________________________________________________________ 15
  • 16. __________________________________________________________________________________ 3.2.8 Withdrawal from Deliberations and Decision Members shall resolve a conflict of interest in the best interests of the University by declaring his/her interest and leaving the room, thereby taking no part in the relevant discussion, decision or action. In circumstances where a board member is unsure as to whether or not a conflict of interest exists or is material, he/she should discuss the matter with the Chairperson prior to the meeting. If in doubt, he/she should declare and offer to withdraw. 3.2.9 Register of Interests Members shall comply with the provisions of the Ethics in Public Office Act (1995) and The Standards in Public Office Act (2001) as these are applied to the Governing Authority. The necessary Statement of Interest shall be returned annually to the designated officer of the University and to the Commission on Standards in Public Office by the due date. 4. PROCEDURES 4.1 GOVERNING AUTHORITY 4.1.2 Meetings and Agenda The agenda for each meeting should be structured in a way that puts emphasis on strategic issues and matters that could impact on the future direction of the University. The Governing Authority should determine the broad structure of its future agenda indicating, for example, the timing of its strategic plan review, equality review, budgetary decisions and review of particular aspects of performance. The President should provide a report at each meeting on significant ongoing issues, which relate to strategic direction and its progress and implementation. The report should be presented by the President with comments on key items. Day to day detail is not a matter for Governing Authority but for the management of the University. The agenda for each Governing Authority meeting will be drawn up on the instructions of the Chairperson in consultation with the President and circulated approximately ten days before the date of the meeting. Members wishing to make an input to the agenda should consult with the Chairperson. Members may raise matters under “any other business” at the Governing Authority meetings and the Chairperson will decide if any such matter will be discussed. Notwithstanding the previously circulated agenda, the Chairperson may permit any member to raise at the Governing Authority meeting any other matter concerning the University’s compliance with this Manual, with the Act, Charter or the Statutes and with any other legal or regulatory requirement. ___________________________________________________________________________________ 16
  • 17. __________________________________________________________________________________ 4.1.3 Holding of Meetings and Quorum A schedule of meetings for the academic year is agreed in advance and circulated to all Members. In general there will be at least six scheduled Governing Authority meetings in the year, one of these incorporating strategy discussions. “The quorum for a meeting of the Governing Authority shall be one third of the total number of members, rounded up to the nearest whole number, plus one”. (See section 10(3) of the Third Schedule of the Act in Appendix 1). In the case of a membership of 40, the quorum is therefore 15. The number of members which constitutes a quorum may request, and the Chairperson at the request of those members will, convene a meeting of the Governing Authority (See S.10 (2) of Third Schedule in Appendix 1). Accordingly, a quorum of members who wish to requisition a meeting of the Governing Authority should inform the Chairperson of the purpose of the meeting. The members should, if possible, discuss the matter with the Chairperson in the first instance. A meeting may in exceptional circumstances be held by means of written resolution or conference telephone or other telecommunications equipment. 4.1.4 Circulation of Agenda and Papers Subject to availability, Governing Authority papers for each meeting will be sent to members one week in advance of each meeting. In any event, regardless of the availability of papers, notice of the meeting and the agenda will be sent to members no later that seven working days in advance of each meeting. Members unable to attend should inform the President’s office at that time. If a member of the Governing Authority is a candidate for appointment to a position in the University, or for promotion within the University, then any material pertaining to that appointment or promotion (to be circulated to the Governing Authority) will not be circulated to that member. Notice to any member shall be deemed to be duly given, if despatched by normal post or other expeditious means to his/her address. The accidental omission to send any member’s notice of a meeting required by these regulations shall not invalidate such a meeting or any business done at a meeting in respect of which such notice is required by these regulations. 4.1.5 Procedures The Assistant to the President, or another nominee of the Chairperson, will draft the minutes of the meeting immediately afterwards. The minutes will include a record of attendance and apologies for non attendance by members and invitees. The draft minutes will be included in the Governing Authority papers for the next following ordinary meeting. If Members have any comment or suggested alteration to the minutes, they should contact the Assistant to the President, or the Chairperson’s nominee as above, prior to the meeting at which the minutes will be reviewed. At the outset of each meeting, unless otherwise agreed, the draft minutes shall be considered and shall be taken as read and approved subject to such amendments as may be approved by ___________________________________________________________________________________ 17
  • 18. __________________________________________________________________________________ the Authority. Until approval, no discussion shall be allowed on the minutes except as to their accuracy. The minutes so approved shall be deemed to be a true record of the proceedings to which they relate and shall be signed by the Chairperson or other person presiding at the meeting. The originals of the minutes will be kept in the President’s Office for a period of five years and as soon as possible thereafter will be given in to the custody of the University’s Department of Archives under conditions of access as determined by the President in agreement with the Chairperson. The Chairperson shall determine all points of order. In particular, all statements and questions shall be addressed to the Chairperson. Any person absenting him/herself for a particular item will have that absence noted. The Governing Authority may, by resolution, invite any person who is not a member of the Authority to attend any meeting of the Authority, if in the opinion of the Authority, his or her attendance would be of benefit. The role of Corporate and Legal Affairs Secretary shall include the duty to keep governing authority members briefed in respect of all relevant developments in governance and accountability and to ensure that governing authority members are made aware of the appropriate rules, regulations and procedures. In the normal course outside legal or other advice required will be obtained by the Corporate and Legal Affairs Secretary on behalf of the governing authority in accordance with the collective nature of its responsibilities. Notwithstanding the foregoing, the governing authority should consider making provision for the seeking in exceptional circumstances of independent legal or other professional advice by an individual member or group of members at the reasonable expense of the university. The Corporate and Legal Affairs Secretary shall deal with the matter in accordance with procedures to be laid down by the governing authority. 4.1.6 Confidentiality It is of the utmost importance that the confidentiality of proceedings of the Governing Authority and its committees be upheld by all Governing Authority members, by those in attendance and by those responsible for preparing Governing Authority documents. All documents, discussions and decisions of the Governing Authority must be treated as confidential unless the Governing Authority takes a decision to the contrary which is confirmed to Governing Authority members by the Chairperson of the Governing Authority. Unless decided to the contrary by the Governing Authority all decisions may be published on the University website. 4.1.7 Decision-making In general decisions will be reached by consensus as provided for by the Act. However, the Chairperson may request that a vote be taken on a particular issue. If a vote is to be taken each proposition to be voted on must first be proposed and seconded by a member of the Governing Authority. Each Governing Authority member may only propose or second one such proposition on each issue. The Chairperson will then decide the order in which the propositions are to be taken. Each vote will be by public show of hands unless decided otherwise by a majority of members present. The numbers of votes cast, for and against, will be recorded but not by name. The Chairperson will have a casting vote in the event of a tie. ___________________________________________________________________________________ 18
  • 19. __________________________________________________________________________________ If a special resolution is to be taken every proposition to be voted on must first be proposed and seconded by a member of the Governing Authority. 4.1.8 Sealing At each Finance, Remuneration and Asset Management Committee meeting the Corporate and Legal Affairs Secretary will put before the Committee for noting a full schedule of all the documents formally sealed by the University since the previous Committee meeting. 4.2 MATTERS ARISING BETWEEN GOVERNING AUTHORITY MEETINGS Where it can be predicted that matters normally requiring the approval of the full Governing Authority will arise between scheduled Governing Authority meetings, the Governing Authority may where appropriate delegate specific authority to, for instance, the Chairperson and President or a Governing Authority Committee, to approve the matter. All such approvals should be reported to the next ordinary Governing Authority meeting. In this regard the following provisions of the Act are relevant. Sections 18 (4) and (5) provide: 18. (4) “A governing authority may, from time to time, appoint such and as many committees, consisting either wholly or partly of members of the governing authority, as it thinks necessary to assist it in the performance of its functions and may assign to those committees such of its functions as it thinks fit.” (5) “A committee appointed under subsection (4) shall operate in such manner as the governing authority may direct and its acts shall be subject to confirmation by the governing authority unless the governing authority otherwise directs.” Section 25 (2) provides: (2) “A governing authority may, subject to such conditions as it thinks fit, delegate to the chief officer any of the functions of the governing authority or the university relating to the appointment of employees of the university and the determination of selection procedures.” When such matters cannot be predicted, or where formal Governing Authority approval is required within a specified time, the Chairperson may convene a meeting of those Members available. All Members must be provided with the agenda for such a special meeting in the normal way and the normal Governing Authority quorum for the transaction of business applies. The minutes of any such Governing Authority meeting will be circulated to all Members prior to the next scheduled ordinary Governing Authority meeting. Members should if possible provide contact details for periods when they are not available at their usual address. 4.3 CONSULTATION ON GOVERNING AUTHORITY PROCEDURES The Chairperson will be available to advise members on ensuring that the Governing Authority procedures are followed and that applicable rules and regulations are complied with. ___________________________________________________________________________________ 19
  • 20. __________________________________________________________________________________ Appendix 1 Universities Act, 1997, Sections 16, 17 and 18 and Third Schedule UNIVERSITIES ACT, 1997 SECTION 16 Composition of governing 16.—(1) Subject to this Part, a governing authority shall consist of such authority. members, being not less than 20 or more than 40, as determined in accordance with this Chapter. (2) The members of the governing authority shall include— ( a ) the chief officer, ( b ) a person appointed under section 17 (3) as the chairperson (if so appointed), ( c ) at least one but not more than two senior officers of the university having responsibility to the chief officer for academic, financial or administrative affairs, appointed by the governing authority, one of whom shall be the senior officer having responsibility for academic affairs, and ( d ) the following members elected in accordance with regulations made under subsection (11): (i) not less than two or more than six members of the academic staff of the university who are Professors or Associate Professors, elected by such staff; (ii) not less than three or more than five permanent or full-time members of the other academic staff of the university elected by such staff; (iii) at least one but not more than three permanent or full-time employees who are not members of the academic staff of the university elected by the non-academic staff; (iv) not less than two or more than three students of the university who are elected officers of the Students Union or other student representative body in the university recognised by the governing authority, and (v) one post-graduate student elected by the post-graduate students. (3) Subject to subsection (7), in addition to the persons chosen and appointed pursuant to subsection (2), but included in the maximum number of members specified in subsection (1), there shall be— ( a ) at least one but not more than four persons, chosen by a committee of the governing authority comprising the chief officer and two other members, from among nominations made by such organisations as are representative of employers, trade unions, agriculture, fisheries, community organisations, Irish language and Gaeltacht organisations, the professions, business and industry as the governing authority considers appropriate, of whom at least one shall be chosen from those nominated by organisations representative of business or industry, ( b ) where by or under an Act there is established a body for a region in ___________________________________________________________________________________ 20
  • 21. __________________________________________________________________________________ which the university is located a function of which is to advise the Minister in relation to the planning and co-ordination of education services at primary and post-primary levels, at least one but not more than two persons who are not members of the governing authority or employees of any other university, the Dublin Institute of Technology established by section 3 of the Dublin Institute of Technology Act, 1992, or a regional technical college established by or in accordance with section 3 of the Regional Technical Colleges Act, 1992, chosen by a committee of the governing authority constituted as provided in paragraph (a), from among persons nominated by that regional body, and (c) subject to subsections (8) and (9), the same number of persons as chosen in accordance with paragraph ( a ), who shall be appointed by the governing authority on the nomination of the Minister, after consultation by the Minister with the chief officer. (4) In addition to the members chosen and appointed pursuant to subsections (2) and (3), but included in the maximum number of members specified in subsection (1), a governing authority may have as members not more than— ( a ) four persons appointed having particular regard to the extent to which artistic and cultural interests are represented among the members, and (b) four graduates of the university, elected by such graduates and, in the case of a constituent university, graduates for the purposes of this subsection includes persons on whom a degree of the National University of Ireland was conferred as a result of their studies at the corresponding constituent college or Recognised College, who, subject to subsection (7), shall be chosen and appointed as determined by the governing authority. (5) In addition to the members chosen and appointed pursuant to subsections (2), (3) and (4), but included in the maximum number of members specified in subsection (1), the governing authorities shall appoint as members— ( a ) in the case of Dublin City University (i) one person chosen by a committee of the governing authority comprising the chief officer and two other members, from among persons nominated for that purpose by the councils of the administrative counties of Fingal, South Dublin and Dún Laoghaire-Rathdown and the Corporation of Dublin county borough, and (ii) at least one but not more than three persons chosen by a committee of the governing authority comprising the chief officer and two other members, from among persons nominated for that purpose by the Dublin City University Educational Trust or its successor body, ( b ) in the case of the National University of Ireland, Cork— (i) the Lord Mayor of Cork, (ii) the Mayor of Waterford, (iii) two persons nominated by the National University of Ireland, and (iv) five persons elected by the councils of the administrative Counties of Cork, Waterford, Kerry, Limerick, Tipperary (North Riding) and Tipperary (South Riding), (c) in the case of the National University of Ireland, Dublin— (i) the Lord Mayor of Dublin, (ii) two persons nominated by the National University of Ireland, and (iii) eight persons elected by the members of the General Council of County Councils, (d) in the case of the National University of Ireland, Galway— (i) two persons nominated by the National University of Ireland, and (ii) seven persons elected by the members of the Corporation of the County Borough of Galway and the councils of the ___________________________________________________________________________________ 21
  • 22. __________________________________________________________________________________ administrative Counties of Galway, Mayo, Sligo, Clare, Leitrim and Roscommon, ( e ) in the case of the National University of Ireland, Maynooth— (i) two persons nominated by the National University of Ireland, and (ii) three persons chosen by the chief officer from among persons nominated for that purpose by the Trustees for the time being of St. Patrick's College, Maynooth, ( f ) in the case of Trinity College, not less than three or more than six fellows of Trinity College chosen as determined by the governing authority, ( g ) in the case of the University of Limerick— (i) the chairperson of the council of the administrative county of Limerick or a person nominated by him or her, (ii) the Mayor of Limerick, and (iii) at least one but not more than three persons chosen by a committee of the governing authority comprising the chief officer and two other members, from among persons nominated for that purpose by the University of Limerick Foundation or its successor body. (6) Where an educational institution is associated with a university in accordance with an agreement between that institution and the university and that agreement provides that the governing authority of the university shall have as members employees or students of the institution then, in addition to the members chosen and appointed pursuant to subsections (2) to (5), but included in the maximum number of members specified in subsection (1), the governing authority shall include such members as are so provided for. (7) Except in the case of a person appointed under subsection (4) where the governing authority has waived the restriction otherwise imposed by this subsection, a member referred to in subsection (3) or (4) shall not be an employee or a student of the university. (8) Where immediately before the commencement of this Part a governing body (by whatever name known) of a university or constituent college contained members appointed by the Minister or the Government, the number of members of the governing authority to be appointed on the nomination of the Minister in accordance with subsection (3)(c) shall be not less than the number of persons so appointed and holding office immediately before the commencement of this Part, or three persons, whichever is the lesser number. (9) In nominating persons for the purposes of subsection (3) (c), the Minister shall ensure that there are at least two members of the governing authority chosen or to be appointed under subsection (3) (a) or (c) who are nominated by organisations representative of business or industry or who, in the opinion of the Minister, are representative of business or industry. (10) In performing its functions under this section a governing authority shall ensure that each sex is represented on the governing authority in accordance with such gender balance as may from time to time be determined or approved by the Minister. (11) A governing authority may make such regulations relating to the selection, election, nomination or appointment of members of the governing authority as it thinks fit, and their selection, election, nomination or appointment shall be carried out in accordance with those regulations. ___________________________________________________________________________________ 22
  • 23. __________________________________________________________________________________ UNIVERSITIES ACT, 1997 SECTION 17 Chairperson of governing 17.—(1) The first meeting of a governing authority of a university shall be authority. chaired by the chief officer and, subject to this section, at that meeting and from time to time as the governing authority determines, the governing authority shall decide whether— ( a ) the holder of the office of chief officer should be or continue to be the chairperson, or (b) a person other than the holder of the office of chief officer should be appointed as chairperson. (2) Where the governing authority decides that the holder of the office of chief officer should be the chairperson then, subject to this section, the chief officer shall, ex officio, be the chairperson on and from the passing of the resolution to that effect. (3) Where the governing authority decides at a meeting that a person other than the chief officer should be the chairperson, it shall, as soon as practicable at that or a subsequent meeting, by a majority vote of not less than two-thirds of its members, appoint a person who is not an employee of the university or a member of the governing authority to be the chairperson. (4) Until a person is appointed under subsection (3), but subject to this section, the chief officer shall act as chairperson of all meetings of the governing authority. (5) Subject to this section, a chairperson appointed under subsection (3) shall hold office on such terms and conditions as the governing authority may, at the date of his or her appointment, determine. (6) A person holding office as chairperson of a governing authority in accordance with subsection (3) may, at any time for stated reasons, be removed from the office of chairperson by the governing authority and where a person is so removed from office, subsections (1), (2) and (3), with the necessary modifications, shall apply. (7) In the case of the governing authority of Trinity College or a constituent university, the person holding the office of chief officer (by whatever name known) on the commencement of this Part shall be the chairperson of the governing authority of that university under this Act until his or her term of office as chief officer expires, he or she is sooner removed from the office of chairperson in accordance with subsection (6), or the office otherwise becomes vacant. (8) Where immediately before the commencement of this Part the chief officer of a university was not the chairperson (by whatever name known) of the governing body (by whatever name known) of the university, then, except for the first meeting of a governing authority of the corresponding university under this Act or in the circumstances referred to in subsection (4), the chief officer shall not be eligible to be the chairperson of the governing authority. (9) An appointment under subsection (3) shall not be on a fulltime basis and the person appointed shall exercise no function in respect of the control and management of the university other than the functions of chairperson of the governing authority. ___________________________________________________________________________________ 23
  • 24. __________________________________________________________________________________ UNIVERSITIES ACT, 1997 SECTION 18 Functions of governing 18.—(1) The functions of the governing authority of a university shall be, in authority. pursuance of the objects of the university under section 12 but within the constraints of its budget under section 37- ( a ) to control and administer the land and other property of the university, ( b ) to appoint the chief officer and such other employees as it thinks necessary for the purposes of the university, ( c ) subject to this Act and its charter, if any, statutes and regulations, to determine the membership from time to time of the governing authority, and (d) to perform such other functions as are imposed on it by or under this or any other Act or by its charter, if any, statutes and regulations. (2) For the purposes of the performance of its functions under subsection (1) (b), the governing authority shall develop such interview and other procedures as in its opinion will best ensure participation in the selection process by high quality candidates from both within and outside of the employees of the university and specify those procedures in a statute or regulation. (3) A governing authority has, subject to this or any other Act or its charter, if any, such powers as are necessary for the purposes of performing its functions. (4) A governing authority may, from time to time, appoint such and as many committees, consisting either wholly or partly of members of the governing authority, as it thinks necessary to assist it in the performance of its functions and may assign to those committees such of its functions as it thinks fit. (5) A committee appointed under subsection (4) shall operate in such manner as the governing authority may direct and its acts shall be subject to confirmation by the governing authority unless the governing authority otherwise directs. (6) In performing its functions a governing authority, or a committee where appropriate, shall— ( a ) have regard to the promotion and use of the Irish language as a language of general communication and promote the cultivation of the Irish language and its associated literary and cultural traditions; ( b ) have regard to the attainment of gender balance and equality of opportunity among the students and employees of the university and shall, in particular, promote access to the university and to university education by economically or socially disadvantaged people and by people from sections of society significantly under-represented in the student body; and (c ) ensure as far as it can that the university contributes to the promotion of the economic, cultural and social development of the State and to respect for the diversity of values, beliefs and traditions in Irish society. ___________________________________________________________________________________ 24
  • 25. __________________________________________________________________________________ UNIVERSITIES ACT, 1997 THIRD SCHEDULE GOVERNING AUTHORITY 1. (1) As soon as practicable after its establishment, the governing authority of a university shall provide and retain in its possession a seal of the university. (2) The seal of a university shall be authenticated by the signature of the chairperson or a member of the governing authority, and by the signature of an employee of the university, authorised by the governing authority to act in that behalf. (3) Judicial notice shall be taken of the seal of a university, and every document purporting to be an instrument made by a university and to be sealed with the seal of the university (purporting to be authenticated in accordance with this Schedule) shall be received in evidence and shall, unless the contrary is shown, be deemed to be such instrument, without further proof. 2. (1) Each governing authority shall have a chairperson, as provided for in section 17, who may be designated by such title as the governing authority determines. (2) The chairperson may, at any time, resign from office as chairperson by letter addressed to the governing authority and the resignation shall take effect on the date on which the letter is received. 3. (1) A member of a governing authority may, for good and valid reason, be removed from office by resolution of the governing authority. (2) A member of a governing authority may, at any time, resign from office as a member by letter addressed to the chairperson and the resignation shall take effect on the date on which the letter is received. (3) A member of a governing authority 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. (4) A member of a governing authority (including a chairperson appointed under section 17 (3)) whose term of office expires by effluxion of time shall be eligible for re-appointment. 4. (1) Subject to this Schedule and to section 21, the term of office of a member of each succeeding governing authority, other than an ex officio member, shall be not less than three years and not more than five years as determined by the governing authority holding office immediately before the appointment of that member. (2) A member of a governing authority who is a student of the university shall hold office for such period, not exceeding one year, as the governing authority may determine but may be re-appointed for a further period or further periods, on each occasion not exceeding one year. 5. (1) If a member of a governing authority dies, resigns, is removed from office or for any other reason ceases to hold office, the governing authority shall arrange for the filling of the casual vacancy so occasioned as soon as practicable. (2) A person who becomes a member of a governing authority to fill a casual vacancy shall, subject to this Schedule, hold office for the remainder of the term of office of the member whose death, resignation, removal from office or ceasing for other reasons to hold office occasioned the casual vacancy and shall, subject to paragraph 3 (4), be eligible for re-appointment. 6. (1) Each governing authority shall, from time to time as the occasion requires, appoint from amongst its members a member (other than the chief officer) to be its deputy-chairperson. (2) The deputy-chairperson shall, unless he or she sooner resigns as deputy-chairperson, hold office until he or she ceases to be a member of the governing authority. 7. (1) Where a member of a governing authority— (a) is adjudged bankrupt or makes, under the protection or procedure of a court, a composition or arrangement with creditors, (b) is sentenced to a term of imprisonment by a court of competent jurisdiction, or (c) ceases to be a member of the category of person, as provided for in section 16, to which he or she belonged at the time of becoming a member, he or she shall thereupon cease to be a member of the governing authority. (2) A person shall not be eligible to be a member of a governing authority if he or she— (a) is an undischarged bankrupt, ___________________________________________________________________________________ 25
  • 26. __________________________________________________________________________________ (b) within the immediately preceding three years has, under the protection or procedure of a court, made a composition or arrangement with creditors, or (c) within the immediately preceding five years, has been sentenced to a term of imprisonment by a court of competent jurisdiction. 8. (1) A member of a governing authority who has an interest in— (a) a company (other than a public company of which he or she is not a director or otherwise involved in its management) or concern with which the university proposes to make a contract, or (b) a contract which the university proposes to make, shall disclose to the governing authority the fact of the interest and its nature and shall take no part in any deliberation or decision of the governing authority relating to the contract, and the disclosure shall be recorded in the minutes of the governing authority. (2) A member of a governing authority of a university who is related to a person who is a candidate for appointment by the governing authority as an employee of the university, shall disclose to the governing authority the fact of the relationship and its nature and shall, if the governing authority so decides, take no part in any deliberation or decision of the governing authority relating to the appointment, and the disclosure and decision shall be recorded in the minutes of the governing authority. (3) A member of a governing authority of a university shall at all times act, as a member, in the best interests of the university and shall not act as a representative of any special interest provided that nothing in this paragraph shall restrict a member from representing at meetings of the governing authority the views of those by whom he or she has been elected or to restrict the freedom of expression of that member. 9. The chairperson and members of a governing authority, other than an ex officio member who is an employee of the university, shall be paid out of funds at the disposal of the governing authority such allowances for expenses as the Minister, with the approval of the Minister for Finance, may decide. 10. (1) A governing authority shall hold such and so many meetings, and at such times, as the chairperson may determine. (2) The chairperson shall convene a meeting of the governing authority whenever requested to do so by not less than the number of members which constitute a quorum. (3) The quorum for a meeting of a governing authority shall be one third of the total number of members, rounded up to the nearest whole number, plus one. 11. At a meeting of a governing authority— ( a ) the chairperson shall, if present, be the chairperson of the meeting, or ( b ) if and so long as the chairperson is not present or the office of chairperson is vacant, the deputy- chairperson shall, if present, be the chairperson of the meeting, ( c ) if and so long as the chairperson is not present or the office of chairperson is vacant, and the deputy-chairperson is not present or the office of deputy-chairperson is vacant, the members of the governing authority who are present shall choose one of their number to preside at the meeting. 12. Every question at a meeting of a governing authority shall be determined by consensus, but where in the opinion of the chairperson or other person presiding consensus is not possible, the question shall be decided by a majority of the votes of members present and voting on the question and, in the case of an equal division of votes, the chairperson or other person presiding shall have a second or casting vote. 13. Subject to paragraph 10 (3), a governing authority may act notwithstanding one or more than one vacancy among its members or any deficiency in the election or appointment of a member which may subsequently be discovered. 14. Subject to this Act, a governing authority shall regulate, by standing orders or otherwise, its procedure and business. 15. Subject to this Act, the governing authority of a university may make, from time to time, such regulations as it thinks fit for the conduct of the affairs of the university. Source: Irish Statute Book Database © Government of Ireland. Oireachtas Copyright Material is reproduced with the permission of the Houses of the Oireachtas ___________________________________________________________________________________ 26
  • 27. __________________________________________________________________________________ APPENDIX 2 Sample Letter To Be Issued To New Governing Authority Member on Appointment On [date] you were appointed as a member of the Governing Authority of University College Dublin, National University of Ireland, Dublin and it is my pleasure to welcome you as a member. I am writing to advise you of the terms and conditions which apply to membership of the Governing Authority, particularly those set out in the Universities Act, 1997, in the Charter and Statutes of the University and in the procedures manual of the Governing Authority, a copy of which I enclose for your information. Appointment Your appointment will be for the four year term of the Governing Authority which expires on 31st January 2009 [or as appropriate a one year term from ddmm 200x to ddmm 200x] , unless otherwise terminated earlier by and at the discretion of either party. In particular your attention is drawn to the section of the procedures manual which deals with removal of a Governing Authority member. Time Commitment A Schedule of the Governing Authority and Committee meeting dates, which have already been arranged for [2008], is set out as an appendix to this letter. Overall we anticipate a time commitment which will include attendance at approximately eight Governing Authority meetings each year. You may also be appointed or elected to Governing Authority Committees and each Committee will meet several times during the year. Participation in special purpose working parties may also be required as well as attendance at a number of University functions to which Governing Authority members are invited. In addition, some preparation time ahead of each meeting will be necessary. By accepting this appointment, you have confirmed that you are able to allocate sufficient time to meet the expectations of your role. The agreement of the Chairman should be sought before accepting additional commitments that might impact on the time you are able to devote to your role as a member of the Governing Authority. Role All members have the same general legal responsibilities to the University. The Governing Authority as a whole is collectively responsible for the fulfilment of the role set out for it in the Universities Act. All members must take decisions objectively in the interests of the University. Expenses The Act provides that no fee is payable to members. The University will reimburse you for all reasonable and properly documented expenses you incur in performing the duties of your office. The current rates of expenses payable are attached and any revisions will be advised to you. You should in due course advise me regarding the location of your bank, its appropriate reference number and your account number to facilitate direct transfer of these payments. ___________________________________________________________________________________ 27
  • 28. __________________________________________________________________________________ Interests Details of any interests (including interests in shares) you, your spouse or children may have must be disclosed in the statutory format set out in the Ethics in Public Office Acts. The Government has advised the University that it intends to extend the remit of the Ethics in Public Office Acts to the universities and the Governing Authority has decided that, in the interests of continuity and best practice, the University will adopt the statutory format in advance of the legislation. I enclose the forms Statement of ‘Nil’ Interests – Designated Directorships and Statement of Interests – Designated Directorships and I would ask you to complete and return the appropriate statement. It is accepted and acknowledged that you have interests other than those of the University and have declared any conflicts that are apparent at present. In the event that you become aware of any potential conflicts of interest, these should be disclosed to the Chairman as soon as apparent. Confidentiality All information acquired during your appointment is confidential to the University and must not be released, either during your appointment or following termination (by whatever means), to third parties without prior clearance from the Chairman. Meetings Governing Authority meetings are normally held on Tuesdays at 1.00p.m. in [ ]. Tea/coffee and snacks are available from 12.00 p.m. Governing Authority papers are normally sent by post to you at your home address unless advised otherwise. Induction Immediately after appointment, the University will provide a comprehensive, formal and tailored induction. This will include an information pack. We will also arrange for site visits and meetings with senior management. Insurance The University has liability insurance in place for you in your role as a Governing Authority member and it is intended to maintain such cover for the full term of your appointment. The current indemnity limit is €6.5 million. Please note that the cover does not extend to cover reckless or unreasonable behaviour by members. Committees The Chairman will communicate separately with you as regards membership of the Governing Authority Committees. The terms of reference of the Governing Authority Committees are included in the Governing Authority Manual and the terms of this letter, as appropriate, refer to your role on such committees also. ___________________________________________________________________________________ 28
  • 29. __________________________________________________________________________________ Contact details In addition to providing details of the normal address to which you would like to have documents forwarded, it would be helpful if you would provide any alternative contact details below: 1. Normal address to which Governing Authority documents are to be sent : Name: _______________________________________________________ Address: Telephone numbers: Work: Home: Mobile: Email address: b. Alternative address and contact details if applicable: Name: _______________________________________________________ Address: Telephone numbers: Work: Home: Mobile: Email address: Please return this document to: Mr. Paul Kelly Administrative Officer President’s Office Tierney Building UCD Belfield Dublin 4 ___________________________________________________________________________________ 29
  • 30. __________________________________________________________________________________ Ethics in Public Office Acts, 1995 and 2001 DESIGNATED DIRECTORS - Statement of Nil Interests Name of Person Holding Designated Directorship: Public Body: DATE OF APPOINTMENT *Period covered by this Statement: Address for Correspondence * Standard registration year or any part thereof during which a designated directorship is held. I hereby state that, in respect of the period covered by this statement, there are no registrable interests, as specified in the Ethics in Public Office Act, 1995, of my own, or, to my actual knowledge, of a spouse or child, which could materially influence me in, or in relation to, the performance of the functions of the directorship described above. I am also aware of the obligations placed on me by Section 17(1) (b) of the Ethics in Public Office Act, 1995 (see below) and of the requirement to provide a statement of registrable interests on leaving the directorship. Signed: Date: 17(1) (b) in any case where such a function (of the directorship), or a function of any other office or position held by the person in that public body, falls to be performed and he or she has actual knowledge that he or she or a connected person has a material interest in a matter to which the function relates (he or she)- (i) shall, as soon as may be, prepare and furnish to the other directors of the body a statement in writing of those facts, (ii) shall not perform the function unless there are compelling reasons requiring him or her to do so, and (iii) shall, if he or she proposes to perform the function, prepare and furnish to the other directors of the body and to the Commission, before or, if that is not reasonably practicable, as soon as may be after such performance, a statement in writing of the compelling reasons aforesaid. ___________________________________________________________________________________ 30
  • 31. __________________________________________________________________________________ Ethics in Public Office Acts, 1995 and 2001 - Designated Directorships - Statement of Interests in accordance with Section 17 of the Ethics in Public Office Act, 1995 (in accordance with the provisions of the Ethics in Public Office (Prescribed Public Body, Designated Directorships and Designated Positions in Public Bodies) Regulations, 1997) Name: Directorship Held: Public Body: Date of Appointment: Period comprehended by this Statement: Address for Correspondence: In relation to each of the following registrable interests, you should state any interest held by you and any interests held, to your knowledge, by your spouse, a child of yours, or a child of your spouse, which could materially influence1 you in or in relation to the performance of your official functions. The amount or monetary value of the interests need not be specified. Explanatory notes on certain of the required statements are attached. ___________________________________________________________________________________ 31
  • 32. __________________________________________________________________________________ 1. OCCUPATIONAL INCOME , ETC. Details of any remunerated trade, profession, employment, vocation or other occupation (other than your current position), the remuneration from which exceeded €2,600, during the period comprehended by this statement, should be listed here. Description of Occupation Business Address Self: Spouse or Child (name): 2. SHARES ETC. Details of any holding of shares in, or bonds or debentures of, or other like investments in, a particular company or other enterprise or undertaking, where the aggregate value of the holding exceeded €13,000 at any time during the period comprehended by this statement, should be listed here2. Type of Holding Where held Nature of Business Self: Spouse or Child (name): ___________________________________________________________________________________ 32
  • 33. __________________________________________________________________________________ 3. DIRECTORSHIPS Details of any directorship or shadow directorship of any company held during the period comprehended by this statement should be listed here3. Type of Directorship Business Address Nature of Business Self: Spouse or Child (name): 4. LAND Details of any interest in land where the value of such interest exceeded €13,000 at any time during the period comprehended by this statement should be listed here, including - (i) any contract entered into for the purchase of land, whether or not a deposit or part payment has been made under the contract; and (ii) any option held to purchase land, whether or not any consideration has been paid in respect thereof, or land in respect of which such an option has been exercised but has not yet been conveyed4. Property Address Purpose for which used Self: Spouse or Child (name): ___________________________________________________________________________________ 33
  • 34. __________________________________________________________________________________ 5. TRAVEL, ACCOMMODATION, MEALS, ETC. Details of travel facilities, living accommodation, meals or entertainment supplied during the period comprehended by this statement, free of charge or at a price that was less than the commercial price or prices, should be listed here5. Full Description Name and Address of Supplier Self: Spouse or Child (name): 6. REMUNERATED POSITIONS Details of any remunerated positions held as a political or public affairs lobbyist, consultant or adviser during the period comprehended by this statement, should be listed here. Full Description of Position Name and Address of Person / Company / Organisation Self: Spouse or Child (name): ___________________________________________________________________________________ 34
  • 35. __________________________________________________________________________________ 7. PUBLIC SERVICE CONTRACTS Details of any contract to which the person concerned was a party, or was in any other way, directly or indirectly interested, for the supply of goods or services to a Minister of the Government, or a public body during the period comprehended by this statement, if the value of the goods or services supplied exceeded €6,500 or, in case other goods or services were supplied under such a contract if the aggregate of their value and the value aforesaid exceeded €6,500, should be listed here. Description of Contract Name and Address of Minister / and Interest Contractor Public Body Concerned Self: Spouse or Child (name): 8. GIFTS, PROPERTY & SERVICES Details of: (i) any gift given during the period comprehended by this statement6; (ii) property supplied or lent, or a service supplied to the person, once or more than once by the same person, during the period comprehended by this statement, for a consideration or considerations, or at a price or prices less than the commercial consideration or considerations, or the commercial price or prices, by more than €650; and (iii) property lent, or a service supplied to the person, once or more than once by the same person, during the period comprehended by this statement, free of charge if the commercial consideration or considerations, or the commercial price or prices was, or were more than €6507; should be listed here8. ___________________________________________________________________________________ 35
  • 36. __________________________________________________________________________________ Full Description of Gift, Property and/or Name and Address of Benefactor, Service Supplier and/or Lender Self: Spouse or Child: 9. OTHER INTERESTS In line with the provisions of Section 30 of the Ethics in Public Office Act, 1995, voluntary statements in respect of any interests not specified in the Second Schedule to that Act (i.e., other than those specified at 1. to 8. above), and which are held by you or your spouse, or a child of yours or your spouse, may be listed here if it is considered that such interests could materially influence you in or in relation to the performance of your official duties. Self: Spouse or Child (name): Signed: _______________________ Dated: _______________________ ___________________________________________________________________________________ 36
  • 37. __________________________________________________________________________________ NOTES 1 effect a decision relating to your functions in order to confer on or withhold from you or a connected person, a significant benefit or impose on you or a connected person a significant loss, liability, penalty, forfeiture, punishment or other disadvantage, without also affecting people generally, or a significant class in a similar way. 2 "holding" does not include money in a current, deposit or other similar account with a financial institution. 3 "shadow directorship" means the position held by a person who is a shadow director within the meaning of the Companies Acts, 1963 to 1990, or, in the case of a public body that is not a company (within the meaning of the Companies Acts, 1963) and is specified in subparagraph (8), (9), (10), (11), or (12), or stands prescribed for the purposes of subparagraph (13), of paragraph 1 of the First Schedule to the Ethics in Public Office Act, 1995, the position held by the person in accordance with whose instructions or directions, the members of the body, or the members of the board or other body that controls manages or administers that body, are accustomed to act. 4 but excluding any interest in land consisting of any private home of the person or of his or her spouse, that is to say, a building or part of a building that is occupied by the person, or his or her spouse, or a child of the person, or of the spouse, as a separate dwelling and any garden or other land usually occupied with the dwelling, being land that is subsidiary or ancillary to it, is required for its amenity or convenience and is not being used or developed primarily for commercial purposes. 5 but excluding: (a) travel facilities, living accommodation, meals or entertainment provided (i) within the State, or (ii) in the course and for the purpose of: - The performance of the functions of the person as a holder of a designated position or special advisor, or - The trade, profession, employment, vocation or other occupation of the person (other than current position); (b) travel facilities, living accommodation, meals or entertainment supplied to the person by a relative or friend of the person, or of his or her spouse, or of a child of the person or of his or her spouse, where such supply was in the nature of a gift to the person and for personal reasons only, unless the acceptance of such facilities, accommodation, meals or entertainment might reasonably be seen to have been capable of influencing him or her in the performance of his or her functions as a holder of a designated directorship; (c) travel facilities, living accommodation, meals or entertainment supplied to the person, once or more than once by the same person during the period comprehended by this statement, free of charge if the commercial price, or the aggregate of the commercial prices, of the facilities, accommodation, meals or entertainment did not exceed €650; or ___________________________________________________________________________________ 37
  • 38. __________________________________________________________________________________ (d) travel facilities, living accommodation, meals or entertainment supplied to the person, once or more than once by the same person during the period comprehended by this statement, at a price or prices less than the commercial price or prices by not more than €650. 6 but excluding: (i) a gift to the person by a relative or friend of the person or of his or her spouse, or of a child of the person or of his or her spouse, for purely personal reasons only, unless the acceptance of the gift by the person could have materially influenced him or her in the performance of his or her functions as a holder of a designated directorship; and (ii) a gift given to the person, or gifts given to the person by the same person, during the period comprehended by the statement, as respects which the value, or the aggregate value, of the property the subject of the gift or gifts did not exceed €650 at any time during the period comprehended by the statement. 7 other than property supplied or lent, or a service supplied to a person by a relative or friend of the person, or of his or her spouse, or of a child of the person or of his or her spouse, where such supply or loan was in the nature of a gift to the person and for personal reasons only, unless the acceptance of the property or loan or the service by the person could have materially influenced him or her in the performance of his or her functions as a holder of a designated directorship. 8 insofar as services in (ii) and (iii) relate to legal or medical services (including psychiatric or psychological services), it is only necessary to state that such services were supplied to you or to a person (who need not be identified) in respect of whom you are required to make a statement. APPENDIX 3 UNIVERSITY COLLEGE DUBLIN ___________________________________________________________________________________ 38
  • 39. __________________________________________________________________________________ NATIONAL UNIVERSITY OF IRELAND, DUBLIN MEMBERS OF THE THIRD GOVERNING AUTHORITY [30th Governing Body] for the period 01 February 2005 – 31 January 2009 Chairperson Kieran McGowan BComm, c/o The President's Office, UCD, Belfield, Dublin 4 The President Hugh R. Brady MB BCh BAO BSc MD PhD FRCPI, The President's Office, UCD, Belfield Dublin 4 Senior Academic Officer Philip Nolan MB BCh BAO BSc PhD, The Registrar, UCD, Belfield, Dublin 4 Elected by the Professorial Staff Maurice P. Boland MAgrSc PhD DSc, Interim Principal, UCD College of Life Sciences, Belfield, Dublin 4 Thomas Brazil BE PhD FIEI FIEEE, UCD School of Electrical, Electronic and Mechanical Engineering, Belfield, Dublin 4 Mary Daly MA DPhil (Oxon) MRIA, Principal, UCD College of Arts and Celtic Studies, Belfield, Dublin 4 Seán Dineen DSc PhD (Maryland) MRIA, UCD School of Mathematical Sciences, Belfield, Dublin 4 Paul C. Engel BA (Oxon) DPhil (Oxon) MRIA, UCD School of Biomolecular and Biomedical Science, Belfield, Dublin 4 Patrick M. Shannon BSc PhD MRIA FEI PGeol EurGeol, Head, UCD School of Geological Sciences, Belfield, Dublin 4 Elected by the Non-Professorial Academic Staff Joseph Brady MA PhD, Head, UCD School of Geography, Planning and Environmental Policy, Belfield, Dublin 4 Gerard N. Casey BA LLB (Lond) MA (Notre Dame) PhD (Notre Dame), UCD School of Philosophy, Belfield, Dublin 4 John Dunnion MSc, UCD School of Computer Science and Informatics, Belfield, Dublin 4 Niamh Hardiman MA DPhil (Oxon), UCD School of Politics and International Relations, Belfield, Dublin 4 Gerald Mills MA PhD (Ohio), UCD School of Geography, Planning and Environmental Policy, Belfield, Dublin 4 Elected by the Non-Academic Staff ___________________________________________________________________________________ 39
  • 40. __________________________________________________________________________________ Catherine Baulch, UCD School of Applied Social Science, Belfield, Dublin 4 Robert French MSc CSci CChem MRSC, UCD School of Biology and Environmental Science, Belfield, Dublin 4 Hugo O'Donnell, UCD Applied Language Centre, Belfield, Dublin 4 Elected Officers of the Students’ Union Barry Colfer, President, UCD Students' Union, Belfield, Dublin 4 Vivian Rath, Welfare Officer, UCD Students' Union, Belfield, Dublin 4 Ronan Shanahan, Education Officer, UCD Students' Union, Belfield, Dublin 4 Elected by the Postgraduate Students Michael D. Clark MSc, UCD College of Engineering, Mathematical and Physical Sciences, Belfield, Dublin 4 Nominations from Organisations John Carr MEd, General Secretary, INTO, 35 Parnell Square, Dublin 1 Mark Redmond MSc FITI, Chief Executive, Irish Taxation Institute, First Floor Offices, South Block, Longboat Quay, Grand Canal Harbour, Dublin 2 Nominated by the Minister for Education and Science Paddy Cowhey BA ACIArb, 6 South Hill Avenue, Blackrock, Co Dublin Heather Ann McSharry BComm MBS, ReckittBenckiser (Ireland) Ltd, 7 River Walk, Citywest Business Campus, Dublin 24 Helen O'Brien BA, 52A Foxrock Manor, Dublin 18 Elected by the NUI Graduates Clíona de Bhaldraithe Marsh MA, UCD School of Languages, Literatures and Film, Belfield, Dublin 4 Maurice Anthony Manning MA DLitt, President, Human Rights Commission, 4th Floor, Jervis House, Jervis Street, Dublin 1 Mary Theresa O’Keeffe MA, 28 Avondale Lawn, Blackrock, Co Dublin The Lord Mayor of the City of Dublin Lord Mayor of the City of Dublin, Mansion House, Dawson Street, Dublin 2 Nominated by the National University of Ireland J. Ronan Fanning BA PhD (Cantab) MRIA, UCD School of History and Archives, Belfield, Dublin 4 Moore McDowell MA BPhil (Oxon), UCD School of Economics, Belfield, Dublin 4 Elected by the General Council of County Councils ___________________________________________________________________________________ 40
  • 41. __________________________________________________________________________________ Cllr Tom Ambrose, Dun Mhuire, 7 Melview, Clonmel, Co Tipperary Cllr Mary Barrett, Derk House, Skreen, Co Sligo Cllr David Daniels, 32 Viewmount, Waterford Cllr Dick Dowling, Glencara, Newrath, Waterford Cllr Tom Harrington, Thurles Road, Nenagh, Co Tipperary Cllr Maura Cal McCarthy, Cool House, Rossmore, Clonakilty, Co Cork Cllr John Ryan, 24 New Westfields, North Circular Road, Limerick Cllr Colm Wiley, St. Catherine's Coolready, Bodyke, Co Clare ___________________________________________________________________________________ 41
  • 42. __________________________________________________________________________________ FINANCE, REMUNERATION AND ASSET MANAGEMENT COMMITTEE List of Members Mr Ron Bolger – Chairman Dr Hugh Brady – President Mr Gerry O’Brien – Bursar Dr Philip Nolan – Registrar and Vice President for Academic Affairs Professor Maurice Boland Professor Tom Brazil Mr Barry Colfer Cllr David Daniels Ms Cliona de Bhaldraithe Marsh Cllr Richard Dowling Professor Ronan Fanning Mr Patrick Kennedy Mr Moore McDowell Mr Mark Redmond 1 vacancy AUDIT AND RISK MANAGEMENT COMMITTEE List of Members Mr Adrian Burke- Chairman Cllr Mary Barrett Mr Michael Forde Mr Mark Redmond 1 vacancy ___________________________________________________________________________________ 42