Committees of the Board of Governors

Terms of Reference

The terms of reference of the Committee are as follows:

1. To make recommendations to the Board of Governors on the appointment of auditors;
2. To monitor the provision of any non-audit services by the external auditors;
3. To discuss with the external auditors, before the audit begins, the nature and scope of the audit;
4. To discuss with the external auditors’ problems and reservations arising from the interim and final audits, including a review of the management letter incorporating management responses, and any other matters the external auditors may wish to discuss (in the absence of management where necessary);
5. To act on behalf of the Board of Governors in the appointment of the internal audit service (and the head of internal audit, if applicable) and any questions of resignation or dismissal of the internal auditors, the approval of terms of engagement, the audit fee and the provision of any non-audit services by the internal auditors;
6. To review and approve the internal auditors’ audit needs assessment and the audit plan; to consider major findings of internal audit investigations and management’s response; and promote co-ordination between the internal and external auditors. The committee will ensure that the resources made available for internal audit are sufficient to meet the institution’s needs (or make a recommendation to the governing body as appropriate);
7. To keep under review the effectiveness of internal control and risk management systems, and in particular to review the external auditor’s management letter, the internal auditors’ annual report, and management responses;
8. To monitor the implementation of agreed audit-based recommendations;
9. To ensure that all significant losses have been properly investigated and that the internal and external auditors, and where appropriate the Office for Students (OfS) Accounting Officer, have been informed;
10. To oversee the institution’s policies on fraud, bribery and irregularity, including being notified of any action taken under these policies;
11. To satisfy itself that satisfactory arrangements are in place to promote economy, efficiency and effectiveness;
12. To receive any relevant reports from the National Audit Office, the OfS and other organisations;
13. To monitor annually the performance and effectiveness of external and internal auditors, and, on behalf of the Board of Governors, to approve their re-appointment, where appropriate;
14. To consider elements of the annual financial statements in the presence of the external auditor, including the auditors’ formal opinion, the statement of members’ responsibilities and any corporate governance statement. This consideration will include internal and risk managements;
15. To satisfy itself that satisfactory arrangements are in place to ensure effective data quality management;
16. To monitor and report to the Board on the effective operation of the Committee;
17. To prepare an annual report addressed to the Board of Governors and the Vice-Chancellor, as Accountable Officer, covering the institution’s financial year and any significant issues up to the date of preparing the report, summarising activity undertaken by the Committee during that period and stating the Committee’s opinion on the adequacy and effectiveness of the institution’s arrangements for risk management, control and governance, value for money (economy, efficiency and effectiveness), and the management and quality assurance of data submitted to the Higher Education Statistics Agency (HESA), OfS, the Student Loans Company and other relevant bodies. The report must be presented to and reviewed by the Board of Governors before the audited financial statements are signed;
18. Determining any other matters referred to the Committee from time to time by the Board of Governors.

Terms of Reference

The terms of reference of the Committee are as follows:

1. Advising the Board of Governors on all financial matters, including the financial strategy of the University, the effective and efficient use of resources, the solvency of the University, and the safeguarding of its assets;
2. Determining the financial regulations for the University;
3. Approving the income, expenditure and capital estimates of the University and making recommendations to the Board of Governors;
4. Recommending to the Board of Governors the annual budget and the adoption of the annual audited accounts;
5. Monitoring the financial health of the University and its financial performance;
6. Authorising spending within agreed budget limits as agreed from time to time by the Board of Governors;
7. Determining employment policy and regulations for the University (including grievance, discipline and capability);
8. Monitoring employment practices to ensure compliance with University policies, procedures and statutory provisions;
9. Approving a framework for the pay and conditions of staff and annual or other salary awards (excluding those designated as ‘senior staff’);
10. Making recommendations on the development of the University estate and the rest of its physical infrastructure, including information and communications technology (ICT);
11. Monitoring the implementation of major* estates and facilities projects and ensuring the compliance with all relevant legal, value for money and good practice criteria;
12. Approving an estate strategy for the University and recommending it to the Board of Governors;
13. Approving an Information strategy for the University and recommending it to the Board of Governors;
14. Ensuring that the University’s estate and facilities are maintained in a condition suited to the needs of the University and its strategic plan;
15. Monitoring all activity involving risk assessment falling within the responsibility of the Finance and Resources Committee;
16. Recommending to the Board of Governors the overall borrowing requirements including any overdraft facility;
17. To monitor and report to the Board on the effective operation of the Committee;
18. Determining any other matters referred to the Committee from time to time by the Board of Governors.

*including all projects defined as ‘large’ in the University’s financial regulations and procedures.

Meeting dates

• Wednesday 5 November 2025
• Thursday 12 March 2026
• Thursday 18 June 2026

To request the minutes of meetings please contact governance@leedstrinity.ac.uk.

Terms of reference

The terms of reference of the Governance and Nominations Committee are as follows:

1. Monitoring the membership profile of the Board in terms of its expertise and experience, and identifying any areas of weakness;
2. Making recommendations to the Board concerning procedures for the selection, appointment, induction and development of governors;
3. To monitor governor induction and development;
4. Making recommendations to the Board on nominations to committees;
5. Making recommendations to the Board on developing good practice in governance, and for assuring the overall conduct of governance;
6. To commission and oversee the triennial governance effectiveness review and monitor the resulting action plan once the review is approved by Board.
7. Making recommendations to the Board concerning its statutory obligations in respect of the Students’ Union;
8. Making recommendations to the Board on strategic governance issues;
9. To monitor and report to the Board on the effective operation of the Board’s standing committees and their sub-committees and time or task-limited working groups;
10. To monitor and report to the Board on the effective operation of the Committee;
11. To advise the Board of Governors on the process for the appointment of the Chancellor, the Pro-Chancellors, the Vice-Chancellor, the Company Secretary (who also acts as Clerk to the Board of Governors) and the Executive;
12. To monitor university wide ethical matters where not covered by the remit of the Research Ethics Sub-Committee;
13. To undertake any other reviews that the Board requests the Committee to undertake on its behalf.

Meeting dates

• Thursday 9 October 2025
• Thursday 12 February 2026
• Thursday 21 May 2026

To request the minutes of meetings please contact governance@leedstrinity.ac.uk.

Terms of reference

The terms of reference of the Remuneration Committee are as follows:

1. To review and determine the Vice-Chancellor’s salary and terms of employment (including at recruitment to assist the work of the selection panel).
2. To review and determine the salaries and terms of employment of the other members of the Executive and the Clerk (including at recruitment to assist the work of the selection panel), and to receive and consider any recommendation from the Vice-Chancellor regarding the same.
3. To ensure equity, fairness and appropriate remuneration differentials, the Committee will be consulted on the remuneration of other senior managers starting at the University, when any proposed remuneration is commensurate with existing Executive remuneration.
4. To approve the design of, and determine the targets for, any performance and/or merit related pay scheme applying to the Vice-Chancellor and/or the Executive, and to approve payments made under such a scheme.
5. To receive and consider reports from the Chair of the Board on the performance of the Vice-Chancellor and the Clerk, and from the Vice-Chancellor on the performance of the University’s Executive.
6. To approve severance arrangements regarding the termination of the employment of the Vice-Chancellor or that of any member of the Executive and the Clerk.
7. To consider and determine any request from a member of staff, or applicant for a position with the University, for the payment of a salary supplement in lieu of an employer's pension contribution.
8. To keep the University’s overall remuneration strategy under review.

Meeting dates

• Thursday 16 October 2025
• Thursday 26 February 2026
• Thursday 25 June 2026

To request the minutes of meetings please contact governance@leedstrinity.ac.uk.