There’s a new code out on governors doing the right thing

It follows an extensive consultation over the summer that attracted 129 submissions – overwhelmingly supportive, with 81 per cent endorsing the principle of an ethical code.

More than 800 separate suggestions were received, spanning everything from minor textual tweaks to wholesale reimagining of what governing bodies are for.

The Code itself is positioned as something different from the Committee of University Chairs’ (CUC) Higher Education Code of Governance. The CDBU’s offering is explicitly about culture, relationships and ethics.

At the heart of the Code there’s six principles of ethical university governance – constructive criticism, equity of membership, collaboration and professional trust, open communication, institutional responsibility and sector responsibility.

Several of these directly address findings from the CDBU’s own research, which involved interviews with current or former governors at over forty English universities.

That work revealed recurring patterns – decision-making concentrated in small cliques of lay chairs and senior executives, information filtered or withheld, formal meetings stage-managed around pre-determined outcomes, and cultures that privileged financial considerations over educational purpose.

Consultation responses reinforced the concerns. Almost all respondents expressed misgivings about current membership arrangements, with governing body membership attracting more comments than any other topic.

Many worried that lay members tend to be drawn from narrow demographic and professional backgrounds, leading to limited viewpoint diversity and, at times, groupthink. One respondent argued that there’s a lot of focus on recruiting wealthy governors who can bring their money and connections – the result an excess of viewpoints and experiences in finance and management, and a dearth from secondary education, research funding, higher education administration, and other seemingly more important fields.

The amended Code responds by pressing more firmly for open and democratic recruitment processes, with nominations committees accountable to staff, students and other stakeholder communities, as well as to the main board. It calls for lay vacancies to be publicly advertised, and for greater clarity on appointment routes for all members.

Challenge and capture

The principle of constructive criticism goes to the heart of what many believe has gone wrong in recent high-profile cases. The Code insists that the role of the board is not to rubber-stamp, and expects governors to bring curiosity, even-handedness and persistence. Over-familiarity between the Chair and senior managers is explicitly identified as antithetical to open and challenging governance.

Recent governance failures – Dundee being the clearest example – haven’t occurred because boards lacked commercially skilled members. They occurred because boards were systematically managed by executives, provided with incomplete or misleading information, and lacked structural mechanisms to access independent perspectives on institutional realities. The Gillies investigation into Dundee found staff reported that challenge and dissent were actively discouraged, with few daring to speak truth to power in an environment described as exhibiting senior leadership hubris.

The CDBU Code attempts to address that through cultural exhortation. It expects agendas and supporting packs to be issued as far ahead of time as possible, with governors having access to all relevant information and data, without it being filtered or spun. It calls for comprehensive minute-taking so that key points of discussion – not just outcomes – are recorded. And it warns against WhatsApp groups, pre-meetings and private dinners where not all members are invited.

Is it all about culture? The consultation responses suggest a persistent scepticism about whether cultural change alone will be sufficient. A recurring theme was that the draft Code assumed good faith among all actors. As one respondent put it – it’s all far, far too trusting – that people are masters at talking one way and doing another.

What the Code doesn’t do

The consultation summary is self-aware about that tension. Respondents complained that governance guidance is too trusting and that language like “where possible or appropriate” offers too much wriggle room. They explicitly asked for non-optional guardrails and worried about known bad actors circulating university boards.

The amended Code tightens some wording – replacing vague expressions with firmer expectations and more directive language, with new phrases including “are expected to” and “it is the duty of the governing body to”. But it’s still entirely voluntary, with no sanctions beyond vague reputational pressure among people who read CDBU documents.

The consultation also offered up what CDBU describes as a persistent tension between two outlooks – a pragmatic perspective that prioritises compliance, fiduciary responsibilities and managerial effectiveness, and a reformist or transformative perspective that seeks to reclaim governance as a space for democratic participation and ethical deliberation.

Most respondents, CDBU notes, positioned themselves between these poles. But the tension is real and unresolved. About one-third of respondents welcomed a broader sector responsibility remit as a strategy to promote cohesion, noting that hyper-competitive student recruitment and advertising tactics often came at the expense of neighbouring universities or the sector as a whole.

Others however emphasised that the primary duty of governors is to their own institution. One said that governors should not be “activists” for their preferred system of higher education – they are legal guardians of their institution.

Trade-offs and loyalty

If we set the Code in the context of our own Mark Leach’s Post-18 project paper Earning the license: How to reform university governance in the UK, the CDBU Code’s position is that if you get the right people behaving in the right ways, governance will improve. The Earning the license argument is that the problem isn’t mainly about skills or culture, but about structural dependence on executive-filtered information, with no guaranteed countervailing power in the room.

Part of the problem is that when many hear proposals about democracy, or being more oriented towards students, staff, sector health and communities, they assume a trade-off between democratic participation and fiduciary grip. Earning the license argues that when you give organised stakeholders lawful sight of the numbers and real blocking or consent powers, you get earlier challenge to over-optimistic recruitment forecasts, flaky franchising deals, or cost-cutting that trashes quality.

The Code also doesn’t really answer the legitimacy crisis with the public. It’s excellent on internal legitimacy – students, staff, and the wider higher education sector. It is much thinner on universities’ fraught relationship with town halls, local residents and national public opinion. On the Earning the license analysis, unless governance visibly brings in community voices with real power, the public will continue to see universities as remote, self-dealing institutions asking for more money while closing courses and campuses.

For governors frustrated by cultures that marginalise their voices, for others shut out of subcommittees, for anyone who’s sat through a board meeting feeling like an audience rather than a governor – this new Code sees you, and it names what’s wrong. Whether naming it is enough is a different question entirely.