a manual of the structure, code of practice and … · 7. to approve the strategic strategic...

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A MANUAL

OF THE STRUCTURE, CODE OF PRACTICE AND

PROCEDURES

OF THE GOVERNING AUTHORITY

OF

UNIVERSITY COLLEGE DUBLIN, NATIONAL UNIVERSITY OF

IRELAND, DUBLIN

October 2015

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2

Contents

Page No.

1. INTRODUCTION

3

2. STRUCTURE 4 4

2.1 GOVERNING AUTHORITY MEMBERSHIP 4

2.2 FUNCTIONS OF THE GOVERNING AUTHORITY

5

2.3 THE ROLE OF THE GOVERNING AUTHORITY 5

2.3.1 Delegation of Functions 6

2.3.2 Appointment 36

2.3.3 Interests 36

2.3.4 Expenses 37

2.3.5 Appointment of and Role of the Chairperson 37

2.4 COMMITTEES

37

2.4.2 Membership 2.4.3 Terms of Reference of Finance, Remuneration and Asset Management Committee 39 38

2.4.3 Terms of Reference of Finance, Remuneration and Asset Management Committee 38

2.4.4 Terms of Reference of the Audit and Risk Management Committee 39

3. ROLE OF INDIVIDUAL MEMBERS OF THE GOVERNING AUTHORITY

AND CODE OF PRACTICE

44

3.1 ROLE OF INDIVIDUAL MEMBERS OF THE GOVERNING AUTHORITY 44

3.1.2 Removal of Member from Governing Authority 44

3.2 CODE OF PRACTICE 45

3.2.1 Due Skill and care 45

3.2.2 Conduct as Members 45

3.2.3 Confidentiality / Use of Information 45

3.2.4 Duty to be Adequately Informed 45

3.2.5 Individual Responsibility of Members 46

3.2.6 Conflict of Interest 47

3.2.7 Disclosure of Interest 47

3.2.8 Withdrawal from Deliberations and Decision 48

3.2.9 Register of Interests 48

4. PROCEDURES 48

4.1 GOVERNING AUTHORITY 48

4.1.2 Meetings and Agenda 47 48

4.1.3 Holding of meetings and Quorum 49

4.1.4 Circulation of Agenda and Papers 48 49

4.1.5 Procedures 49

4.1.6 Confidentiality 50

4.1.7 Decision-making 50

4.1.8 Sealing 51

4.2 MATTERS ARISING BETWEEN GOVERNING AUTHORITY MEETINGS 50 51

4.3 CONSULTATION ON GOVERNING AUTHORITY PROCEDURES 52

Appendix 1 52

Universities Act, 1997, Sections 16, 17 and 18 and Third Schedule

Appendix 2

Sample letter to be issued to new Governing Authority member on appointment 59

Appendix 3

Current Membership of Governing Authority 70

1. Governing Authority 70

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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

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4

ambiguity should arise, the provisions of the Act, Charter or Statutes shall prevail.

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

Sub-Section

Proposed with effect from 1/2/2005

(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 (At least one representative of

Business/Industry) y

(Including Chair of Governing Authority 3

counted above)

(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

Councils

8

Total: 40

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5

In accordance with Statute 16 (which amends Chapter 5, Section 13 of Statute) , subject to the

maximum of 40 members, the Chair of the Finance, Remuneration and Asset Management

Committee shall be a member of the Governing Authority.

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.

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6

2.3.1. Delegation of Functions

The Universities Act 1997 and the University’s Statutes provide the legislative context for the

governance of the University and any proposals in this regard have to take account of their

requirements.

As outlined below, the Universities Act provides for the delegation by the President and the

Governing Authority of specified duties and powers.

Except where the contrary intention appears or the context otherwise requires:

(a) In general, a committee or officer may delegate any of its functions only where it

has been given express power to do so; and

(b) no delegation shall amount to a full transfer of all of the functions of the relevant

committee or officer.

Where a function has been conferred on a committee or officer subject to the condition that it

shall not be delegated onwards by that committee or officer, then it cannot be delegated

onwards and any attempt to do so shall have no force or effect whatsoever.

Authority can be delegated to more than one person. Best practice suggests that there should

be absolute clarity as to the authority being delegated and the person(s) or committee to whom

it is being delegated.

2.3.1.2. Legislative basis for delegation of functions

The relevant section of the Universities Act (UA) is specified in each case.

The Governing Authority is the body with ultimate authority in the University and all other

elements of the decision-making model are subservient to it and the Governing Authority has

such powers as are necessary to fulfil its functions (S 15 UA) and (S 18 (3) UA).

The following table outlines the legislative basis for the delegation of powers to Committees,

the President and University staff.

Section of

the Act

Function Extract from the Act

S 15 (2) (3)

and

18 (3)

Governing Authority is

the ultimate authority

15 (2) Subject to this Act, the functions of a

university shall be performed by or on the

directions of its governing authority.

15 (3) All acts and things done by a governing

authority, or in the name of or on behalf of the

university with the express or implied authority of

the governing authority, shall be deemed to have

been done by the university.

18 (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.

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Section of

the Act


S 18 (4) (5) Governing Authority may

appoint committees

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.

18 (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.

24 (1) Governing Authority

appoints a President

24 (1) A governing authority shall, in accordance

with procedures specified in a statute, appoint in a

whole-time capacity a person to be chief officer

of its university, who shall be called the President

or Provost or by such other title as the governing

authority determines, and the person so appointed

shall be the accounting officer for the university.

S 25 (2) Governing Authority may

delegate employee

appointment and

selection functions

25 (2) A governing authority may, subject to such

conditions as it sees 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.

Fourth

Schedule

Authority and

accountability of

President

1. The chief officer of a university shall, subject

to this Act, manage and direct the university in its

academic, administrative, financial, personnel and

other activities and for those purposes has such

powers as are necessary or expedient.

2. In performing his or her functions the chief

officer shall be subject to such policies as may be

determined from time to time by the governing

authority and shall be answerable to the

governing authority for the efficient and effective

management of the university and for the due

performance of his or her functions.

Fourth

Schedule

President may delegate

functions to employees

3. (1) A chief officer may delegate any of his or

her functions to an employee of the university,

including any functions delegated to the chief

officer in accordance with section 25 (2), unless

they are so delegated to the chief officer subject

to the condition that they shall not be sub-

delegated, and the employee shall be answerable

to the chief officer for the performance of those

functions.

(2) Notwithstanding any such delegation, the

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Section of

the Act


chief officer shall at all times remain answerable

to the governing authority in respect of the

functions so delegated.

2.3.1.3. Model for decision-making

Since its establishment as a Constituent College of the NUI under the Irish Universities

Act, 1908, UCD’s Governing Body made a series of statutes regulating its affairs and the

exercise of its powers. Under the Universities Act, 1997 (the Act) UCD became a

Constituent University of the NUI and the Governing Authority has made statutes in

that capacity. The current principal statute relating to internal decision making and

delegation is Statute 6 of June 2005 (as since amended).

In June 2007 the Governing Authority adopted the UCD Code of Governance (as

regulations under the Act, Third Schedule, Section 14) based on the joint IUA/HEA

document “Governance of Irish Universities”.

In common with all large institutions, there are several inter-dependent layers of decision-

making characterising the University’s governance. In order for these to be effective and to

serve the University well all elements of the model have to be clearly understood and function

correctly.

The Governing Authority is the ultimate decision-making body in University and as such will,

in accordance with the good practice enshrined in the Code of Governance, reserve some

elements of business on which it alone will make decisions. In an effort to ensure efficient

and timely decision-making on all other matters, the Governing Authority will use its powers

to establish committees and the President will use his powers under the UA to delegate

authority to relevant managers and committees.

It is worth noting that the formal decision-making processes are supported by:

A. Executive Groups:

Senior Management Team

College Executive

School Committees

Management Teams within administrative and support areas

B. Working Groups, whose role is to develop proposals for consideration by Senior

Management Team, Governing Authority and Academic Council as appropriate.

Broadly speaking the following levels of decision-making apply in the University.

Governing Authority Exclusive/reserved business

Academic Council Business as prescribed in the Statutes and Universities

Act

Principal Committees of

Governing Authority

On delegated authority from the Governing Authority

policy development and oversight of its implementation

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9

It shall be the duty of the Finance, Remuneration and

Asset Management Committee (FRAMC) 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.


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.


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.


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.


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.


Asset Management Committee to oversee the

establishment of and monitor the performance of any

companies under the control of the University.

It shall be the duty of the Audit and Risk Management

Committee (ARMC) to advise the Governing Authority

on the audit of the resources of the University, to

review the annual financial statements of the University

and their format and to advise the Governing Authority

on risk management issues.

(Statute 6, Chapter 5, Paragraphs 13. to 16.)

President The administration and management of the University’s

affairs (Act, Fourth Schedule)

Deputy President/ Registrar /Vice-

President for Academic Affairs

Statutory authority to be the senior academic officer of

the University and related responsibilities (Statute 6,

Chapter 10)Statutory authority to perform the functions

of the President during absence etc (Statute 6, Chapter

4)

Vice-Presidents Under Statute 6, Chapter 13 appointed by Governing

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10

Authority.

For the duration of their appointment Vice-Presidents

shall be answerable to the President or the President’s

nominee. The duties of a Vice-President shall be as

delegated from time to time by the President, with the

approval of the Governing Authority (Statute 6, Chapter

13).

College Principals 1. Under Statute 6 Chapter 16 appointed by

Governing Authority. College Principals shall

provide academic leadership for the College and be

responsible for all aspects of the strategy and

development of the College.

2. The Head of College shall be the Executive Officer

of the College and shall manage the academic,

administrative, financial and other activities of the

College and shall have such delegated powers and

authority as the President deems necessary for the

performance of these functions and shall be

responsible to the President for the proper

performance of these functions, except where the

Governing Authority, on the recommendation of the

President, has delegated functions to a School or

Schools, or Head of School or Heads of Schools,

within the College.

(Statute 6, Chapter 16, paragraphs 6 and 7)

Heads of School

The Head of a School shall manage the research,

teaching and learning, administrative, financial and

other activities of the School and shall have such

delegated powers and authority as the President, having

consulted the Head of College, deems necessary for the

performance of these functions. (Statute 6, Chapter 17,

paragraph 10)

Heads of Admin and Service areas On delegated authority from the President to manage

the administrative and service functions of the

University.

2.3.1.4. Operation of decision-making model

In order to be effective and to ensure the achievement of the University’s strategic objectives

the proposed model of decision-making will require the following operational arrangements to

be put in place.

2.3.1.4.1 Business which is exclusive/reserved to Governing Authority

The Governing Authority will approve a schedule of matters on which it alone will have the

authority to make decisions.

The advisory process for exclusive/reserved business will be agreed in advance by Governing

Authority.

2.3.1.4.2 Business which is not within the exclusive/reserved remit of Governing

Authority

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Decisions on all matters not within the exclusive/reserved remit of Governing Authority will

be made in accordance with the authority delegated by the Governing Authority, or President

as appropriate.

Decisions will be made in accordance with University policy.

2.3.1.5. The Governing Authority

The Governing Authority shall have a formal schedule of matters specifically reserved to it

for decision to ensure the proper management and control of the University. These matters

are laid out in the Table 2.3.1.5 below. This table includes reference to the relevant

Committee or person (including Academic Council and Vice-Presidents) which it is proposed

would review reserved business in advance of Governing Authority considering the matter.

Table 2.3.1.5 Reserved Business of Governing Authority

Primary Responsibilities of the

Governing Authority

(Relevant sections of the Universities

Act (UA) and the section in the

Statutes. Unless otherwise stated the

references to the Statutes below refer

to the Chapter on the Governing

Authority.)

Decisions Reserved to the

Governing Authority

Relevant Principal

Committee and

where relevant

Academic Council to

review reserved

business in advance

of Governing

Authority

consideration

1. To be the principal financial and

business authority of the institution, to

ensure that proper books of account are

kept, to approve the annual budget and

financial statements, and to have overall

responsibility for the University’s

assets, property and estates. [S.13]

[S.18(1)(a)]; [S.37]; [S.39]; [S.42]

Statute 6,Chapter 5

To approve the annual report

and accounts of the University

To approve the annual budget

To approve reports to the

Governing Authority from the

FRAMC

To consider and approve

investments, capital projects,

acquisitions, disposals and

retirement of assets of the

University or its subsidiaries.

The GA will set out the

delegated authority for the

FRAMC and the President to

consider and approve those

matters below certain financial

thresholds.

FRAMC and ARMC

FRAMC

FRAMC

FRAMC

FRAMC

FRAMC

2. To be the institution’s legal authority

and, as such, to ensure that systems are

in place for meeting the institution’s

legal obligations, including those

arising from contracts and other legal

commitments made in the institution’s

To consider and approve

contracts, joint ventures of the

University or its subsidiaries.

The GA will set out the

delegated authority for the

FRAMC and the President to

FRAMC, which

receives reports from

Bursar, Corporate and

Legal Affairs

Secretary and other

employees.

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12


Governing Authority






Authority.)


Governing Authority

Relevant Principal

Committee and

where relevant

Academic Council to

review reserved

business in advance

of Governing

Authority

consideration

name. [Third Schedule, (1),(2)and (3)];

To make and amend Statutes and

Regulations; to ensure that the

University’s Statutes, Regulations and

the Universities Act, 1997, are followed

and that appropriate advice is available

to enable this to happen.

Subject to the Act and to the Charter,

the Governing Authority may, and

where required to do so by the Act,

shall make statutes for the general

government of the University and may

also make regulations. The exercise of

such powers shall be subject to the

consideration of any representation on

the subject thereof after consultation

with the Academic Council in making a

statute relating to the academic affairs

of the University including the

curriculum of, and instruction and

education provided by the University

and with the trades unions and staff

associations representing such staff of

the University as may be affected by the

provisions of a statute relating to terms

and conditions of employment.

No resolution for making a new or

amended statute shall have effect unless

a notice of motion to make or amend

the statute shall have been given to the

members of the Governing Authority

and a copy of the statute proposed shall

have been sent to each member of the

Governing Authority at least seven days

before the meeting at which the motion

is to be considered, provided that the

Academic Council or other appropriate

body has had an opportunity of

pronouncing an opinion on it.

(Statute 6, Chapter 5, Paragraphs 8.

And 9.)

consider and approve those

matters below certain financial

thresholds.

To approve as necessary:

Statutes

Regulations and policies

for the good governance of

the University

Regulations for Governing

Authority elections

Academic Council to

be consulted in

making a statute

relating to the

academic affairs of

the University.

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13


Governing Authority






Authority.)


Governing Authority

Relevant Principal

Committee and

where relevant

Academic Council to

review reserved

business in advance

of Governing

Authority

consideration

3. Governance

To approve UCD Code of

Governance including the

Manual of the Structure, Code

of Practice and Procedures of

the Governing Authority. To

approve the Annual Governance

Statement (copy of most recent

Statement attached) and the

Statement of Internal Control

for submission to the HEA.

ARMC

FRAMC

4. Appoint the President

18.—(1) The functions of the

governing authority of a university

shall be, 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.

(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.

24.—(1) A governing authority

shall, in accordance with procedures

specified in a statute, appoint in a

whole-time capacity a person to be

chief officer of its university, who

shall be called the President or

Provost or by such other title as the

1. In the event of the death or

removal from office of the

President, or on receipt of

notice of the President’s

intention to resign from

office, or at any time not

less than one year before the

expiry of the term of office

of the President, the

Governing Authority shall

determine the arrangements

for the appointment of the

next President. These

arrangements shall be

designed to ensure the


process of candidates of the

highest quality, including

candidates from outside the

University, and shall

include the appointment by

the Governing Authority of

a Search Committee and a

Selection Committee.

(Statute 6, Chapter 4)

To approve all procedural

matters as laid out in the

Statutes

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14


Governing Authority






Authority.)


Governing Authority

Relevant Principal

Committee and

where relevant

Academic Council to

review reserved

business in advance

of Governing

Authority

consideration

governing authority determines, and

the person so appointed shall be the

accounting officer for the

university.

(2) For the purposes of section 19

of the Comptroller and Auditor

General (Amendment) Act, 1993 ,

the expression "accounting officer"

shall include a chief officer of a

university to which this Act applies.

(Act, S. 18)

5. To act as trustee for any property,

legacy, endowment, bequest or gift in

support of the work and welfare of the

institution.

FRAMC

6. To approve major infrastructural

investments and the physical

development of the campus

To approve major investments.

To approve the University’s

Campus Development Plan

FRAMC FRAMC

7. Strategic Development Plan

To approve the mission and strategic

vision of the institution, long-term

academic and financial plans and key

performance indicators, and to ensure

that these meet the interests of

stakeholders.

34.—(1) A governing authority shall, as

soon as practicable after its appointment

and at such other times as it thinks fit,

require the chief officer to prepare a

plan which shall set out the aims of the

governing authority for the operation

and development of the university and

its strategy for achieving those aims,

and for carrying out the functions of the

university, during the period, being not

less than three years, to which the plan

relates.

(2) A governing authority may, having

regard to the resources available to the

To approve the Strategic

Development Plan

To monitor the implementation

of the Strategic Development

Plan: 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,

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15


Governing Authority






Authority.)


Governing Authority

Relevant Principal

Committee and

where relevant

Academic Council to

review reserved

business in advance

of Governing

Authority

consideration

university, either approve a strategic

development plan prepared under

subsection (1) without modification or,

after consultation with the chief officer,

approve the plan with such

modifications as it thinks fit.

(3) As soon as practicable after it

approves the strategic development plan

under subsection (2), the governing

authority shall provide a copy of the

plan to An tÚdarás and to the Minister.

Act, S. 34

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.

(GA Manual 2.3)]

8. Academic Council

To ensure that the University shall have

an Academic Council to control the

academic affairs of the University.

To receive reports from

Academic Council meetings and

to approve recommendations

referred therein.

The Academic Council may

delegate any function ascribed

Academic Council

___________________________________________________________________________________

16


Governing Authority






Authority.)


Governing Authority

Relevant Principal

Committee and

where relevant

Academic Council to

review reserved

business in advance

of Governing

Authority

consideration

S. 27 (1))

27.—(1) Each university shall have an

academic council which shall, subject to

the financial constraints determined by

the governing authority and to review

by that authority, control the academic

affairs of the university, including the

curriculum of, and instruction and

education provided by, the university.

(2) Without limiting the generality of

subsection (1), the functions of the

academic council shall include, within

those constraints and consistent with the

functions of the university and those

applying to its academic council

immediately before the commencement

of this Part—

( a ) to design and develop programmes

of study,

( b ) to establish structures to implement

those programmes,

( c ) to make recommendations on

programmes for the development of

research,

( d ) to make recommendations relating

to the selection, admission, retention

and exclusion of students generally,

( e ) to propose the form and contents of

statutes to be made relating to the

academic affairs of the university,

including the conduct of examinations,

the determination of examination

results, the procedures for appeals by

students relating to the results of such

examinations and the evaluation of

academic progress,

( f ) to make recommendations for the

awarding of fellowships, scholarships,

bursaries, prizes or other awards,

to it by this Statute to the

Registrar or to a committee

established in accordance with

the Act.

The Academic Council may

determine by regulation

procedures for the convening

and conduct of its meetings or

the conduct of its functions,

provided that any regulation

which relates to membership of

the Academic Council shall

have the approval of the


(Statute 6, Chapter 6,

Paragraphs 4 and 5)

___________________________________________________________________________________

17


Governing Authority






Authority.)


Governing Authority

Relevant Principal

Committee and

where relevant

Academic Council to

review reserved

business in advance

of Governing

Authority

consideration

( g ) to make general arrangements for

tutorial or other academic counselling,

( h ) to perform any other functions, not

in conflict with this Act, which may be

delegated to it by the governing

authority, and

( i ) to implement any statutes and

regulations made by the governing

authority relating to any of the matters

referred to in this subsection.

(Act, S27 (2)

9. Appoint Committees

(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.

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.

Act, S. 18 (4), (5)]

To establish Principal

Committees and to approve

their Terms of Reference,

including the powers delegated

to them by Governing

Authority.

Composition, duties and terms

Of Reference of FRAMC and

ARMC approved in Statute 6

(amended by Statute 8) and

UCD Code of Governance

To note annual report and other

reports from ARMC

FRAMC; ARMC;

Disciplinary Appeals

Committee;

University Committee

on Academic

Appointments,

Promotion and

Tenure; and Research

Ethics Committee.

10. Reporting by President

1. The chief officer of a university

shall, subject to this Act,

manage and direct the

university in its academic,

administrative, financial,

personnel and other activities

and for those purposes has such

powers as are necessary or

President provides written

report to Governing Authority

and, under Statute 6, Chapter 3,

Section 13, submits an Annual

Report to the Governing

Authority.

___________________________________________________________________________________

18


Governing Authority






Authority.)


Governing Authority

Relevant Principal

Committee and

where relevant

Academic Council to

review reserved

business in advance

of Governing

Authority

consideration

expedient.

2. In performing his or her

functions the chief officer shall

be subject to such policies as

may be determined from time to

time by the governing authority

and shall be answerable to the

governing authority for the

efficient and effective

management of the university

and for the due performance of

his or her functions.

3. (1) A chief officer may delegate

any of his or her functions to an

employee of the university,

including any functions

delegated to the chief officer in

accordance with section 25 (2),

unless they are so delegated to

the chief officer subject to the

condition that they shall not be

sub-delegated, and the

employee shall be answerable

to the chief officer for the

performance of those functions.

(2) Notwithstanding any such

delegation, the chief officer

shall at all times remain

answerable to the governing

authority in respect of the

functions so delegated.

Act Fourth Schedule 1, 2, 3,

41.—(1) The chief officer shall, with

the approval of the governing authority

and having regard to the strategic

development plan under section 34, as

soon as practicable after the end of each

period, not exceeding three years

commencing on the commencement of

this Part or at the end of the previous

such period, whichever is the later, as

the governing authority thinks fit,

___________________________________________________________________________________

19


Governing Authority






Authority.)


Governing Authority

Relevant Principal

Committee and

where relevant

Academic Council to

review reserved

business in advance

of Governing

Authority

consideration

prepare a report on the operations and

the performance of the university during

that period.

(2) The governing authority shall

publish the report in such form as it

thinks fit and shall provide the Minister

with a copy and the Minister shall cause

a copy of the report to be laid before

each House of the Oireachtas as soon as

practicable after it is received by him or

her.

11. Resolution of Disputes

26.—(1) A governing authority shall

establish procedures for the resolution

of disputes which arise in the university,

other than disputes to be dealt with

through normal industrial relations

structures operating in the university or

appeals conducted in accordance with

section 27 (2) (e).

(2) Procedures established under

subsection (1) shall—

( a ) be specified in a statute,

( b ) be established following

consultation with trade unions and staff

associations representing employees of

the university and with the students

union or other student representative

body, and

( c ) provide for consideration of issues

in dispute by an independent person or

persons, as appropriate, one of whom,

in the case of a constituent university,

shall be a nominee of the Chancellor of

the National University of Ireland.

[S.26]

Resolution of Disputes dealt

with in Statute 6, Chapter 22

Disputes Resolution Committee

___________________________________________________________________________________

20


Governing Authority






Authority.)


Governing Authority

Relevant Principal

Committee and

where relevant

Academic Council to

review reserved

business in advance

of Governing

Authority

consideration

12. Irish Language, Gender Balance,

Equality, Economic, Cultural and

Social Development, Quality

Assurance, Access

(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.

(Act, S. 18(6))

35.—(1) A governing authority, in

consultation with the academic council,

shall, as soon as practicable after the

governing authority is established under

this Act and at such other times as it

thinks fit, require the chief officer to

establish procedures for quality

assurance aimed at improving the

quality of education and related services

provided by the university.

To approve periodic reports on

Quality Promotion, Equality

[including gender equality] and

Access to the University

Academic Council Director of QA

___________________________________________________________________________________

21


Governing Authority






Authority.)


Governing Authority

Relevant Principal

Committee and

where relevant

Academic Council to

review reserved

business in advance

of Governing

Authority

consideration

(2) The procedures shall include—

( a ) the evaluation, at regular intervals

and in any case not less than once in

every 10 years or such longer period as

may be determined by the university in

agreement with An tÚdarás, of each

department and, where appropriate,

faculty of the university and any service

provided by the university, by

employees of the university in the first

instance and by persons, other than

employees, who are competent to make

national and international comparisons

on the quality of teaching and research

and the provision of other services at

university level, and

( b ) assessment by those, including

students, availing of the teaching,

research and other services provided by

the university,

and shall provide for the publication in

such form and manner as the governing

authority thinks fit of findings arising

out of the application of those

procedures.

(3) A governing authority shall

implement any findings arising out of

an evaluation carried out in accordance

with procedures established under this

section unless, having regard to the

resources available to the university or

for any other reason, it would, in the

opinion of the governing authority, be

impractical or unreasonable to do so.

(4) A governing authority shall, from

time to time, and in any case at least

every 15 years, having regard to the

resources available to the university and

having consulted with An tÚdarás,

arrange for a review of the effectiveness

of the procedures provided for by this

section and the implementation of the

___________________________________________________________________________________

22


Governing Authority






Authority.)


Governing Authority

Relevant Principal

Committee and

where relevant

Academic Council to

review reserved

business in advance

of Governing

Authority

consideration

findings arising out of the application of

those procedures.

(5) A governing authority, in a report

prepared in accordance with section 41,

shall publish the results of a review

conducted under subsection (4).

36.—(1) A governing authority shall, as

soon as practicable but not later than 12

months after it is established under this

Act and at such other times as it thinks

fit, require the chief officer to prepare a

statement of the policies of the

university in respect of—

( a ) access to the university and to

university education by economically or

socially disadvantaged people, by

people who have a disability and by

people from sections of society

significantly under-represented in the

student body, and

( b ) equality, including gender equality,

in all activities of the university,

and the chief officer, in preparing the

statement, shall have regard to such

policies on those matters as may from

time to time be determined by the

Minister.

(2) A governing authority may, having

regard to the resources available to the

university, either approve the statement

prepared under subsection (1) without

modification or, after consultation with

the chief officer, approve the statement

with such modifications as it thinks fit.

(3) A university shall implement the

policies set out in the statement as

approved under subsection (2).

Act, S. 35 and 36

___________________________________________________________________________________

23


Governing Authority






Authority.)


Governing Authority

Relevant Principal

Committee and

where relevant

Academic Council to

review reserved

business in advance

of Governing

Authority

consideration

13. Staff

25.—(1) Subject to subsection (2), a

university may, in accordance with

procedures specified in a statute or

regulation, appoint such and so many

persons to be its employees as it thinks

appropriate, having regard to—

( a ) the efficient use of its available

resources, the requirements of

accountability for the use of moneys

provided to it by the Oireachtas and the

policy relating to pay and conditions in

the Public Service as determined from

time to time by the Government,

( b ) the implications of the

appointments for its budget and for

subsequent budgets, and

( c ) the guidelines, if any, issued under

section 50.

(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.

(3) Except as otherwise provided by this

section, the employees of a university

shall be employed on such terms and

conditions as the university from time

to time determines.

(4) Subject to subsection (5), there shall

be paid by a university to the employees

of that university, such remuneration,

fees, allowances and expenses as may

be approved from time to time by the

Minister with the consent of the

Minister for Finance.

( 5 ) ( a ) A university may depart from

Statute 6, Chapter 5, Section 16

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. The Finance,

Remuneration and Asset

Management Committee shall

establish as a sub-committee a

Remuneration Committee which

shall consider and approve

remuneration arrangements for

employees where such

arrangements are outside

standard salary scales. The

Remuneration Committee shall

consist of those members of the

Finance, Remuneration and

Asset Management Committee

who are not employees, former

employees, students or student

representatives of the

University. The Finance,

Remuneration and Asset

Management Committee may

review the exercise by the

Remuneration Committee of its

functions and may recommend

to the Governing Authority an

amendment to those functions.

STATUTE 6, CHAPTER 20

STAFF OF THE UNIVERSITY

1. The staff of the University

shall include Professors and

Lecturers and such other

staff as the Governing

Authority shall appoint.

FRAMC,

University

Committee on

Academic

Appointments,

Tenure and

Promotions

(UCATTP) and Vice-

President for Staff

___________________________________________________________________________________

24


Governing Authority






Authority.)


Governing Authority

Relevant Principal

Committee and

where relevant

Academic Council to

review reserved

business in advance

of Governing

Authority

consideration

levels of remuneration, fees, allowances

and expenses approved under

subsection (4) where the governing

authority is satisfied that it is necessary

to meet the objects of the university, but

may do so only in accordance with a

framework which shall be agreed

between the universities and An

tÚdarás.

( b ) A corporation referred to in section

13 (2)(c) may pay to employees of a

university remuneration, fees,

allowances and expenses only in

accordance with a framework which

shall be agreed between the universities

and An tÚdarás.

(Act, S 25 (1) (2) (3) (4) (5))

2. Professors and Lecturers

shall engage in research and

scholarship, shall instruct

students of the University

and shall perform such

other appropriate duties as

their Head of School or

Research Institute Director

may reasonably assign to

them. Professors and

Lecturers shall serve on

such committees and

perform such administrative

functions as the President

may require.

3. Subject to the Act,

Professors and Lecturers

with tenure shall be officers

of the University and,

unless otherwise specified

in a statute, shall enjoy

tenure of office until they

reach the age of 65 years

unless they retire or resign,

die, are dismissed in

accordance with the

procedures established by

this statute or become

incapable by reason of

physical or mental infirmity

from continuing in office.

4. The Professors of the

University shall include

Professors and Associate

Professors.

5. The Governing Authority

may, with the approval of

the Academic Council,

determine that other

members of the staff of the

University or its teaching

hospitals shall be titled

Professor or Associate

Professor or that

distinguished persons who

___________________________________________________________________________________

25


Governing Authority






Authority.)


Governing Authority

Relevant Principal

Committee and

where relevant

Academic Council to

review reserved

business in advance

of Governing

Authority

consideration

are not employees of the

University shall be titled

Adjunct Professor but the

provisions of this statute

shall not apply to such

persons by reason only of

their title.


Associate Professors

appointed by the National

University of Ireland to

University College Dublin

prior to the commencement

of the Act, shall be

Associate Professors of the

University until they reach

the age of 65 unless they

retire or resign, die, are

dismissed in accordance

with the procedures

established by this statute or

become incapable by reason

of physical or mental

infirmity from continuing in

office, and they shall

continue to enjoy terms and

conditions no less beneficial

than those enjoyed

immediately before the

commencement of the Act.

7. Associate Professors

appointed by University

College Dublin prior to the

coming into effect of

Statute 1, shall be Associate

Professors of the University

until they reach the age of

65 unless they retire or

resign, die, are dismissed in

accordance with the






___________________________________________________________________________________

26


Governing Authority






Authority.)


Governing Authority

Relevant Principal

Committee and

where relevant

Academic Council to

review reserved

business in advance

of Governing

Authority

consideration

8. The Governing Authority,

having due regard to the

resources available to the

University, may establish,

by regulation or resolution

as appropriate, such and so

many Professorships and

Associate Professorships as

it deems necessary for the

academic activities of the

University, provided that

the terms and conditions of

each professorship conform

to the terms and conditions

specified by this statute.

Where the terms and

conditions of a

professorship differ from

those specified the

professorship shall be

established by statute.


having consulted the

Academic Council, shall, by

regulation, determine

procedures for the

appointment of Professors;

such procedures shall be

designed to ensure the

appointment of high quality

candidates, shall involve the

establishment of an

assessment board which

shall consist of suitably

qualified persons, shall

involve internationally

recognised experts in the

subject who are not

employees of the University

and may include

international public

advertisement of the

appointment.

10. Associate Professorships

shall normally be deemed

___________________________________________________________________________________

27


Governing Authority






Authority.)


Governing Authority

Relevant Principal

Committee and

where relevant

Academic Council to

review reserved

business in advance

of Governing

Authority

consideration

by the Governing Authority

to be promotional

appointments, in which

case, appointments to

Associate Professorships

shall be made by the

Governing Authority on the

recommendation of a

Promotions Board. The

Governing Authority,


Academic Council, shall

establish, by regulation, the

composition of the

Promotions Board and the

procedures to be followed

by the Promotions Board.

11. Where an Associate

Professorship is deemed by

the Governing Authority not

to be promotional, the

Associate Professor shall be

appointed by the Governing

Authority in accordance

with the procedures

specified in paragraph 9.

12. Persons appointed as

Associate Professors shall

ordinarily be appointed to

age 65, subject to such

terms and conditions as the




determine, but the

Governing Authority may,

by regulation, establish

Associate Professorships

with fixed terms of office.

13. Lecturers shall include

Senior Lecturers and

Lecturers. The Governing

Authority, having due

regard to the resources

available to the University,

___________________________________________________________________________________

28


Governing Authority






Authority.)


Governing Authority

Relevant Principal

Committee and

where relevant

Academic Council to

review reserved

business in advance

of Governing

Authority

consideration

may appoint such and so

many Senior Lecturers and

Lecturers as it deems

necessary to carry out the

academic activities of the

University.


Lecturers appointed by the

National University of

Ireland to University

College Dublin prior to the

commencement of the Act,

shall be Senior Lecturers


65 years, unless they retire

or resign, die, are dismissed

in accordance with the





from continuing in office,

and they shall continue to

enjoy terms and conditions

no less beneficial than those

enjoyed immediately before

the commencement of the

Act.

15. Members of staff deemed

by the Governing Body of


to be College Lecturers or

Assistant Lecturers, prior to

the enactment of Statute 1,

are Lecturers until they

reach the age of 65 years

unless they retire or resign,

die, are dismissed in

accordance with the





from continuing in office,

and they shall continue to

___________________________________________________________________________________

29


Governing Authority






Authority.)


Governing Authority

Relevant Principal

Committee and

where relevant

Academic Council to

review reserved

business in advance

of Governing

Authority

consideration

enjoy terms and conditions

no less beneficial than those

enjoyed immediately before

the commencement of the

Act.

16. Senior Lecturers and

Lecturers appointed by


prior to the coming into

effect of Statute 1, shall be

Senior Lecturers or

Lecturers until they reach

the age of 65 years, unless

they retire or resign, die, are

dismissed in accordance

with the procedures

established by this statute or

become incapable by reason

of physical or mental

infirmity from continuing in

office.

17. College Lecturers and

Assistant Lecturers

appointed by the University

following commencement

of the Act shall be Lecturers


65, unless they retire or

resign, die, are dismissed in

accordance with the






18. Senior Lectureships shall

normally be deemed by the

Governing Authority to be

promotional appointments,

in which case appointments

to Senior Lectureships shall

be made by the Governing

Authority on the

recommendation of a

Promotions Board. The

___________________________________________________________________________________

30


Governing Authority






Authority.)


Governing Authority

Relevant Principal

Committee and

where relevant

Academic Council to

review reserved

business in advance

of Governing

Authority

consideration




establish, by regulation, the

composition of the

Promotions Board and the

procedures to be followed

by the Promotions Board.




determine by regulation

procedures for making

appointments to such Senior

Lectureships as are not

deemed to be promotional

and to Lectureships and

other permanent academic

positions; such procedures

shall be designed to ensure


process by high quality

candidates and shall include

public advertisement of the

appointment and the

establishment of a board to

assess the candidates which

shall consist of suitably

qualified persons, including

persons who are not

employees of the

University.


shall make appointments to

such Senior Lectureships as

are not deemed to be

promotional on the

recommendation of an

assessment board

established in accordance

with the procedures referred

to in paragraph 19.


may delegate to the

President the appointment

___________________________________________________________________________________

31


Governing Authority






Authority.)


Governing Authority

Relevant Principal

Committee and

where relevant

Academic Council to

review reserved

business in advance

of Governing

Authority

consideration

of Lecturers and other

permanent academic staff,

provided that the President

shall, in each case, make the

appointment on the

recommendations of an

assessment board

established in accordance

with the procedures referred

to in paragraph 19. The

Governing Authority, the

Academic Council and the

appropriate College shall be

notified of such

appointments.

22. Persons appointed to

Lectureships and Senior

Lectureships shall

ordinarily be appointed to

age 65, subject to such

terms and conditions,

including arrangements for

probation and the award of

tenure, as the Governing

Authority, having consulted

the Academic Council, may

determine.

23. All staff, other than those

referred to in the foregoing

paragraphs, shall be

appointed by the President

in accordance with

procedures to be determined

by the President which shall

include such interview and

other procedures which, in

the opinion of the President,

shall best ensure


process by high quality

candidates both from within

and outside the University.

24. All staff shall carry out their

duties with due regard to the

statutes and regulations of

___________________________________________________________________________________

32


Governing Authority






Authority.)


Governing Authority

Relevant Principal

Committee and

where relevant

Academic Council to

review reserved

business in advance

of Governing

Authority

consideration

the University and the

policies and procedures

determined by the

Governing Authority and

subject to the authority of

the President or of a Head

of School or such other

senior member of staff to

whom the President has

delegated the appropriate

authority.

25. The remuneration of staff of

the University shall be as

determined, from time to

time, by the Governing

Authority on the advice of

the Finance, Remuneration

and Asset Management

Committee and in

accordance with the Act and

any relevant local and

national agreements.

To approve academic staff

promotions

14. UCD Student Code

11.2. Disciplinary Appeal Committee

(a) The Governing Authority delegates

to the Disciplinary Appeal Committee

of the Governing Authority the power

to hear appeals from decisions of the

Disciplinary Committee of the

Academic Council. The Disciplinary

Appeal Committee shall be composed

of an uneven number of members of the


A member of the administrative staff

may be appointed as a non-voting

secretary to the Disciplinary Appeal

Committee.

(b) Decisions of the Disciplinary

Appeal Committee shall be taken by a

simple

majority.

(c) A record, written or otherwise, of

To make appropriate

appointments and note reports

of Disciplinary Appeals

Committee

Disciplinary Appeals

Committee

___________________________________________________________________________________

33


Governing Authority






Authority.)


Governing Authority

Relevant Principal

Committee and

where relevant

Academic Council to

review reserved

business in advance

of Governing

Authority

consideration

the proceedings shall be made.

11.3. Procedures of Disciplinary Appeal

Committee

(a) A copy of the appellant's grounds of

appeal including the appellant's

submission, if

any, shall be provided to the

Committee.

(b) A copy of the relevant record of the

Disciplinary Committee of the

Academic

Council shall be obtained from the said

Disciplinary Committee.

(c) The appellant or appellant's

representative, and the Registrar or

other University

representative may make oral

submissions to the Disciplinary Appeal

Committee.

(d) Where in the opinion of the

Disciplinary Appeal Committee the

requirements of justice so dictate, the

Committee may consider evidence

which was not tendered at the hearing

before the Disciplinary Committee but

provided always that the

intention to adduce such fresh evidence

has been notified to the student or to the

Registrar or other University

representative, as the case may be, in

time sufficient to enable the student or

the Registrar or other University

representative to consider properly the

said fresh evidence and to deal

therewith adequately at the

hearing of the appeal.

(e) The Disciplinary Appeal Committee

may:

(i) allow the appeal;

(ii) decrease or increase the penalty, or

vary the nature of the penalty;

(iii) reject the appeal.

11.4. Communication of Decision

The determination of the Disciplinary

___________________________________________________________________________________

34


Governing Authority






Authority.)


Governing Authority

Relevant Principal

Committee and

where relevant

Academic Council to

review reserved

business in advance

of Governing

Authority

consideration

Appeal Committee shall be given in

writing and a copy thereof forwarded to

the student concerned by prepaid

registered post to the student's address

appearing on the University register of

students, or to the student's

representative. A copy shall be sent for

noting to the Governing Authority and

to the Academic Council.

15. Visitor

20.—(1) Where the Minister is of the

opinion that there are reasonable

grounds for contending that the

functions of a university are being

performed in a manner which prima

facie constitutes a breach of the laws,

statutes or ordinances applicable to the

university, the Minister may, after first

advising the governing authority of his

or her opinion and with the concurrence

of the Government, request the Visitor

to the university to inquire into any

matter giving rise to the Minister's

opinion.

(2) If the Visitor is satisfied that there

are reasonable grounds for the

Minister's opinion, the Visitor shall

require into the matters giving rise to

that opinion and any related matter and

report to the Minister on the results of

the enquiry.

(3) A Visitor shall, for the purposes of

this section, be entitled at all reasonable

times to enter a university to inquire

into the academic or other affairs of the

university or to conduct an inspection of

the university and its buildings,

equipment and records where the

inspection is, in the opinion of the

Visitor, relevant to his or her inquires.

(4) A Visitor shall be afforded all

reasonable co-operation and facility by

the university, its employees and its

Governing Authority to afford

all reasonable co-operation and

facility to any Visitor appointed

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35


Governing Authority






Authority.)


Governing Authority

Relevant Principal

Committee and

where relevant

Academic Council to

review reserved

business in advance

of Governing

Authority

consideration

governing authority, including access to

enable the Visitor to perform his or her

functions under this section.

(Act, S. 20)

2.3.1.6. Principal Committees

The Governing Authority has established the following Principal Committees under Statute 6:

Finance, Remuneration and Asset Management Committee and Audit and Risk Management

Committee

In addition the Governing Authority has established the Disciplinary Appeal Committee, the

University Committee on Academic Appointments, Tenure and Promotions (UCATTP) and

the Research Ethics Committee (REC).

The functions of these Committees will be to:

1. develop policy for consideration and approval by Governing Authority

2. to receive reports from the relevant Heads of admin functions on the operational

implementation of those policies and of the Strategic Development Plan

3. decide on matters which have been delegated to them

4. consider items within their remit which are exclusive/reserved business of Governing

Authority prior to Governing Authority’s consideration and approval

The terms of reference for each Principal Committee will include:

a list of functions which have been delegated to it by the Governing Authority

power to establish sub-committees/groups to advise/assist the committee in its work.

2.3.1.7. President

The President shall use the Fourth Schedule to the Act and Section 25 (2) and Statute 6 if he

decides to delegate to the Deputy President, Vice-Presidents the Officers, College Principals,

Heads of School and the Heads of Administrative and Service areas the administration and

management of any University affairs apart from those items of business which the Governing

Authority has reserved to itself.

The Deputy President, Vice-Presidents and College Principals shall report to the President on

areas within their remit (Statute 6, Chapters 10, 13 and 16).

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36

Heads of administrative and service functions report to the President, Deputy President or

relevant Vice-President on their implementation of University policy.

2.3.1.8. Role of managers (academic and administrative)

Functions being delegated by the President to managers will be executed so as to achieve the

University’s strategic objectives cognisant of the academic mission of the University and the

need to consult with relevant parties and take users’ needs into account.

Delegation will be at two levels:

Generic functions:

(a) Make spending and other decisions in accordance with Governing Authority approved

policies

(b) Manage HR activities in accordance with University policies and prevailing legislation

(c) Adherence to legislation and polices across a wide spectrum including Health & Safety,

Dignity & Respect, equality legislation, FOI etc.

Specific function:

A list of the specific functions delegated to a Head of Area will have to be clearly specified

and will be specific to the area concerned.

2.3.1.9. Terms of reference for Committees of the Governing Authority

established by Statute

(a) Finance, Remuneration and Asset Management Committee – see section 2.4.3

(b) Audit and Risk Management Committee – see section 2.4.4

(c) Remuneration Committee of FRAMC – see section 2.4.5.

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.

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37

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.

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


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:

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38

The Audit and Risk Management Committee

The Finance, Remuneration and Asset Management Committee.

The Governing Authority may establish other standing committees and working groups.

In relation to the Remuneration Committee of FRAMC (see section 2.3.1.9)

2.4.2 Membership

The current membership of the Audit and Risk Management Committee and the Finance,

Remuneration and Asset Management Committee 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 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 a Chair who shall not be an employee of the

University. 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 and, if not

already a member, shall become a member of the Governing Authority. 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.

___________________________________________________________________________________

39

(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.

(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 standing 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 six members to include at least

two members of the Governing Authority and at least two external members.

___________________________________________________________________________________

40

3. A quorum shall be three members.

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/VP Finance, 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


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.

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:

Financial Statements

(a) to review the draft annual consolidated financial statements of the University 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

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41

(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 recommend the draft annual consolidated financial statements for approval by the

Governing Authority;

External Audit

(c) to consider and advise the Governing Authority on the appointment, resignation or

dismissal of the external auditor and on the audit fee;

(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 monitor the performance and quality of the external auditor’s work and the external

auditor’s independence from the University;

Internal Control

(h) to consider management procedures to ensure that the quality of the internal control

environment is adequate;

(i) to consider the major findings of internal investigations and management’s response;

Internal Audit

(j) to satisfy itself that the arrangements made for and resources available to Internal

Audit are suitable, and to monitor the performance of Internal Audit;

(k) to approve the Internal Audit annual work programme, to review Internal Audit

reports and to consider major findings and management’s response;

Risk Management

(l) to keep under review and advise on the effectiveness of the risk management system.

Other Matters

___________________________________________________________________________________

42

(m) to consider other topics, as requested by the Governing Authority or initiated by the

Committee;

REPORTING PROCEDURES

11. The Committee shall submit an annual report to the Governing Authority and the

Finance, Remuneration and Asset Management Committee. The report will include

the Committee’s opinion on the adequacy of the systems of internal control and risk

management. The Committee will report to meetings of the Governing Authority on

such other occasions as requested.

12. 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.

2.4.5 Remuneration Committee of FRAMC

Membership: Chair – the External Chairperson of the FRAMC;

Ordinary Members – the external members of the FRAMC.

The Committee may request the attendance of other members of the FRAMC, the Governing

Authority or of the staff of the university to attend as required for specific items.

Quorum: Three members.

Meetings: To be held before the plenary FRAMC meeting, or separately as

required.

Secretariat: To be provided by the FRAMC Secretariat.

Reporting: Decisions of the Committee to be provided to the FRAMC and

Governing Authority for noting.

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43

Terms of Reference

The Governing Authority delegates to the Remuneration Committee of the FRAMC authority

in the following matters:

A. For Approval

1. Proposals for appointments to the university under the terms of the HEA Departures

Framework under Section 25 of the Universities Act 1997.

2. Decisions under any statutory provisions as may exist or be delegated to the university

in relation to superannuation matters.

3. Determination of issues arising with regard to remuneration of staff which fall outside

of national schemes of remuneration.

4. Determination of remuneration arrangements applying to senior officers of the

university where not otherwise provided for under national schemes or agreements.

B. For Noting

5. Arrangements in relation to pensions not requiring the exercise of any statutory or

other discretionary powers of determination.

6. Resignations and appointments of permanent staff.

7. Arrangements in relation to Leave of Absence for Research.

8. Arrangements in relation to Unpaid Career Breaks.

9. Royalty Payments.

C. For Compliance Monitoring and / or Development of Policy

10. Ensuring that remuneration policy within the university is administered in accordance

with relevant public policy, best practice governance requirements and in support of

the university’s mission and strategic plan.

11. Development of recommendations to the FRAMC and the Governing Authority with

regard to the development of any aspect of remuneration policy which the Committee

considers appropriate.

12. Development of representations / submissions to appropriate public policy bodies with

regard to desirable developments in remuneration policy as it affects the university.

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44

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.

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45

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,

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46

(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;

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47

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


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.

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48

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.

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49

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

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50

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.

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51

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.

As an alternative, the Chairperson may ask for Members’ approval by way of circulating a

group email to all Members. In order for the matter to be deemed approved by the Governing

Authority, such email shall require a reply from at least fifteen (15) Members confirming their

approval. However, if a dissent is received from one or more Member(s) within seven (7)

days of the email being circulated, the approval shall not be passed and the Chairperson may

convene a meeting of those Members available as above, or making of the decision shall be

brought forward to the next scheduled Governing Authority meeting. If approval is obtained,

the approval shall be noted at the next scheduled Governing Authority meeting.

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52

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.

Appendix 1

Universities Act, 1997, Sections 16, 17 and 18 and Third Schedule

UNIVERSITIES ACT, 1997 SECTION 16

Composition of governing

authority.

16.—(1) Subject to this Part, a governing authority shall consist of such

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

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53

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

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,

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54

(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

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

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55

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.


Chairperson of governing

authority.

17.—(1) The first meeting of a governing authority of a university shall be

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


(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

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56

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



Functions of governing

authority.

18.—(1) The functions of the governing authority of a university shall be, 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 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

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57

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.

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

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58

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


(2) A person shall not be eligible to be a member of a governing authority if he or she—

(a) is an undischarged bankrupt,

(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


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

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59

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

APPENDIX 2

Sample Letter To Be Issued To New Governing Authority Member on Appointment

Congratulations on your appointment 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 2014 [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 [20[]], 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

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60

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.

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. 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

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61

Committees are included in the Governing Authority Manual and the terms of this letter, as

appropriate, refer to your role on such committees also.

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 could provide any alternative contact details

on the enclosed separate form.

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:

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62

Email address:

Please return this document to:

Mr. Paul Kelly

Administrative Officer

President’s Office

Tierney Building

UCD

Belfield

Dublin 4

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

___________________________________________________________________________________

63

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.

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.

___________________________________________________________________________________

64

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:


___________________________________________________________________________________

65

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:


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:


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66

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:


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:


___________________________________________________________________________________

67

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

and Interest

Name and Address of

Contractor

Minister /

Public Body Concerned

Self:


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.

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68

Full Description of Gift, Property and/or

Service

Name and Address of Benefactor,

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:


Signed: _______________________ Dated: _______________________

___________________________________________________________________________________

69

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

___________________________________________________________________________________

70

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

(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

a manual of the structure, code of practice and … · 7. to approve the strategic strategic...

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