At Advance HE’s Student Governors 2025, the session that followed Mack Marshall’s policy overview tackled a simple question: how does governance work in higher education?
Helen Watson, Deputy President of Operations at City St George’s, University of London, opened with characteristic directness about why this isn’t simple at all.
“I actually thought this was quite a hard exam question, really, because it implies there is a universal system of governance in UK higher education,” Watson said. “There isn’t.”
The bewildering variety of governance structures across UK universities – shaped by different histories, legal frameworks, and regulatory requirements – directly affects how student governors can operate effectively. And understanding these differences is crucial for anyone hoping to influence institutional decision-making.
Watson’s analysis revealed a sector fragmented not just by institutional type but by geography. While universities share certain characteristics – all are independent, accountable to governing bodies, and nearly all operate as charities – the regulatory landscape varies dramatically across the UK’s four nations.
In England, the Office for Students (OfS) serves as both regulator and principal regulator for exempt charities. The regulatory framework divides into conditions covering student access, quality and standards (the A and B conditions), consumer protection (C conditions), financial sustainability (D conditions), and governance (E conditions).
“One of the things we like to do in universities is we like to kind of talk in sort of shorthand, acronyms,” Watson noted with evident frustration. This is a real barrier to understanding that student governors must navigate.
The E conditions on governance appear straightforward but carry significant weight. E1 requires institutions to have a governance framework; E2 demands they follow it. E3, 4, and 5 essentially require governing bodies to do what the OfS tells them. E6, which came into effect on 1st August, introduces new requirements around protecting students from harassment and sexual misconduct.
The freedom of speech requirements that dominated university discourse emerged from guidance published in June for requirements that came into effect in August. Yet Watson was clear: “the idea that this guidance launched unexpected in June is nonsense. We’ve known for a couple of years how they planned to regulate around this condition.”
The pattern reveals something crucial about university governance – the tendency to wait for final guidance rather than preparing for clearly telegraphed regulatory changes.
Nations apart
The contrast with other UK nations illuminates how different regulatory approaches shape governance culture. Scotland’s funding council operates more like the old Higher Education Funding Council for England – “more of a sector body” with “a sort of positive relationship in terms of taking advice from the sector.”
The Scottish Code of Good HE Governance is sector-written, creating what Watson described as a “very different” dynamic from England’s arm’s-length regulation. Northern Ireland sees direct government regulation. Wales is developing a new regulatory system that “is looking quite like the Office for Students framework” but with closer government involvement.
These create fundamentally different governance cultures and expectations about how governing bodies should operate.
The charity law foundation
Watson’s most important insight concerned something most governors often don’t consider: charity law. Universities are exempt charities, but this doesn’t mean they’re exempt from charity obligations – just that they’re regulated by education bodies rather than the Charity Commission.
“Whenever you’re faced with a question you need to ask yourself, as a trustee, is the charity—the university you’re working with—carrying out its purposes for public benefit?” Watson explained, drawing directly from government guidance.
=When governing bodies consider proposals – opening new campuses, closing courses, restructuring departments – they must assess whether these activities further the charitable objects set out in their governing instruments.
Watson offered a practical example: a vice-chancellor’s “brilliant new idea” to establish a campus elsewhere in the world. Does this activity meet the charitable interests set out in the institution’s charter? Does it further student interests? Could it lead to loss of charitable funds?
At a time when “everything we could possibly do leads to lots of charitable funds,” these questions become more than compliance exercises – they’re about institutional survival.
Each university’s governing instruments – whether royal charter, higher education corporation documents, or company articles – set out how the institution should operate. These documents are publicly available, typically buried in the “about us” section of university websites, yet many governors never examine them.
Pre-1992 universities typically have royal charters with statutes, councils, and senates. Post-1992 institutions use different language for essentially the same structures – articles instead of statutes, governing bodies instead of councils, academic boards instead of senates.
The governing instruments specify charitable objectives, governance constituencies, delegation schemes for committees, and individual powers for vice-chancellors. Watson emphasised the importance of understanding these schemes of delegation: who can do what, and under whose authority.
“If you don’t comply with your own policies, you’re not operating in line with your responsibilities,” she warned. This matters beyond regulatory compliance—in legal disputes, courts examine whether institutions followed their own rules, not just external law.
The trustee responsibility reality
Watson addressed an elephant in the room: legal liability. Student governors share the same legal responsibilities as all other board members, whether staff, student, or external representatives.
“I’m sure all of my colleagues in the room who worked with governing bodies would have seen situations when sometimes, particularly those working outside the sector who are external governors, talk to student representatives if they’re particularly there to represent students,” Watson observed. “But you share legal responsibilities and obligations with all other members.”
This dual role creates tension. Student governors are there to represent student interests, but they’re also trustees responsible for the institution’s long-term sustainability. These roles align most of the time – student interests and institutional interests typically converge. But when they don’t, the tension can be acute.
Watson’s advice was practical: be explicit about which role you’re speaking from. “As a student representative, I feel bound to raise these concerns. As a trustee responsible for the institution over the longer term, I nuance those concerns in this way.”
One of Watson’s most challenging points concerned temporal responsibility. Student governors typically serve one-year terms. Vice-chancellors average five years. But trustee responsibilities extend far beyond these timeframes.
“The responsibility is that trustees go beyond those five-year, two-year, nine-year terms that they go into the long term,” Watson explained. “I think one of the big challenges I found in my role is encouraging trustees to look beyond five years of financial plan, look to what this does over 10, 20 years.”
This becomes particularly difficult in the current financial climate, where institutions focus on surviving the next 12 months rather than thriving over decades.
Practical navigation strategies
Watson’s session concluded with practical advice that revealed her understanding of governance realities. The paperwork burden is real – 600-800 page bundles aren’t unusual, particularly in November when regulatory compliance documents go through governing bodies.
But student governors needn’t read everything. Watson advised identifying where input is particularly valuable and seeking guidance from university secretaries about which papers require trustee sign-off rather than just noting.
The university secretary emerged as a crucial ally – their responsibility is keeping the governing body legally and regulatorily compliant. “Likes to be asked, should like to be asked,” Watson said about approaching paper authors for clarification.
Her advice about managing dissent was particularly valuable. If opposing a decision, alert senior leadership beforehand rather than surprising them in meetings. If feeling strongly opposed, ask for dissent to be noted in minutes. But most effectively, focus on ensuring all board members understand the full implications of decisions rather than simply opposing them.
Watson touched briefly but significantly on governance failures, mentioning “various fairly horrific sort of lessons learned exercises out there on the web.” The common patterns? “Over powerful vice-chancellor, over operationally involved chair” – situations where the mutual challenge dynamic breaks down.
Her whistleblowing discussion revealed the nuclear option for serious concerns, but emphasised starting with informal conversations – university secretary, vice-chancellor, or other senior leaders – before escalating.
Another of Watson’s observations concerned how proposals reach governing bodies. When senior teams want approval for difficult decisions, “these people are quite good at writing a paper that will set out why it needs to happen, why it will be the end of the world, the end of the university if it doesn’t happen.”
This is recognition that proposals come with built-in advocacy. Watson’s advice: “look for what is not said as well as what is said.” Identify evidential gaps. Ensure governing bodies understand both sides before making decisions.
Throughout the session, Watson returned to regulatory complexity not as complaint but as context. The volume of compliance requirements reflects a “complicated regulatory environment” where requirements exist “because somebody thinks you need to have a look at it.”
This shapes how governance works in practice. Meetings become compliance exercises. Papers proliferate to meet regulatory deadlines. Strategic thinking gets crowded out by administrative necessity.
For student governors, this means understanding that much of what appears in board papers exists for regulatory rather than decision-making purposes. The skill lies in identifying where genuine governance decisions are being made within the compliance machinery.
The governance paradox
Watson’s session revealed the central paradox of university governance: the system appears designed to ensure collective responsibility while creating structures that can obscure individual agency. Student governors must navigate charity law, regulatory requirements, institutional politics, and their representative role while often lacking the institutional knowledge their colleagues take for granted.
But the session also revealed opportunities. University secretaries want to be helpful. Paper authors appreciate engagement. Senior leaders need governing bodies that understand implications beyond immediate decisions.
The challenge for student governors isn’t just learning the rules – it’s understanding how to use them effectively while maintaining focus on why they’re there: ensuring students remain at the heart of institutional decision-making, even when those decisions involve difficult trade-offs about institutional survival. In a sector facing unprecedented financial pressure, the balance between representation and stewardship is crucial.
Read more
Student governors 2025: What are your “reasonable care” duties as trustees?
