Christ Church publishes Independent Governance Review by Dominic Grieve KC
Dominic Grieve KC has completed his independent review of the governance of Christ Church and a report setting out his recommendations to the Governing Body.
Christ Church commissioned the review to ensure that its governance meets the needs of an Oxford University college in the 21st century. It has made a series of important recommendations, which are set out below.
Now that the review is complete, the Governing Body will consider its conclusions and the changes necessary to ensure that Christ Church has an effective system of governance in place. Implementing these reforms will require consultation with the University, the Church of England, and the Charity Commission, and the approval of the Privy Council and Parliament.
REVIEW OF THE GOVERNANCE OF CHRIST CHURCH OXFORD: SUMMARY OF RECOMMENDATIONS
REFORM TO THE LEADERSHIP STRUCTURE AND THE HEAD OF HOUSE
1. The current structure for the Head of House of Christ Church should be changed to provide a wider pool than at present from which a selection can be made. The Statutes should be amended to allow the GB to select a Head of House to be recommended for appointment by the Crown, without the restriction of that person being a clerk in Holy Orders. The Dean of the Cathedral should cease to be the head of the Foundation.
2. The appointment of the Head of House should be for a fixed term of five years renewable once, subject to any employment law considerations. The Head of House should be provided with a written contract setting out in broad terms what is required of them.
3. The Head of House should be provided with a suitable salary and allowances, staff support and accommodation.
4. The disciplinary and grievance code in section XXXIX of the Statutes should be revised and amended in respect of both the Head of House and all members of GB. It should include “wilful disruption of the life of the college” and “wilful disobedience of any of the Statutes or By-laws of the House in force for the time being” in addition to the existing grounds for dismissal. A complaint against the Head of House should be made to the Censor Theologiae as deputy Head of House and not to the Senior ex-Censor as now. The double lock of requiring the vote of the Chapter as well as of GB to approve the start of proceedings against the Head of House should be removed and the matter left to the GB inclusive of its Chapter members. The Grievance Code should also be amended to enable the Head of House to bring a complaint under it.
THE GOVERNING BODY
5. The current system of governance delivered through the GB needs change and improvement. Because of the complexity of running the joint Foundation and the size of the GB, there are in my view strong arguments for considering moving to a Governing Council model similar to those that exist at some Cambridge colleges and this is my recommendation. Alternatively, if this model is not adopted, it will be essential to make significant changes to the existing system for it to meet the requirements of good governance.
6. If a Governing Council were to be set up, ultimate authority would still rest with the GB in a “College Meeting” as in Cambridge models. The GB should meet at least twice a year and more frequently if needed and/or requested by a set number of the Governing Council or members of GB. It would approve the annual accounts and audit. It would manage the selection of the Head of House and, if necessary, their removal. It would elect a deputy Head of House and elect members from amongst its number to serve on the Governing Council. It should be consulted on any major policy change or initiative by the Council.
7. As the GB members will no longer be the trustees it would be possible to expand the GB to include individuals within Christ Church holding key offices or participating in its life and work through Fellowships, but who are not currently members.
8. The Governing Council should comprise members elected by the GB, the Head of House, the Censor Theologiae as deputy head, the Dean, the Senior Censor, the Treasurer and the Steward. It should be a requirement that the regular practice should be to invite senior staff to attend any items of business relevant to their area of work as well as non-Council members of GB, who are sub-committee chairs in the same circumstances.
9. Elected members should be in place for a maximum of three years and not be renewable. If there are nine elected members, apart from the Censor Theologiae, three should retire each year and the places be filled by annual elections. One place should be reserved for a member of the Chapter.
10. All trustees on the Council should receive formal induction and training on appointment. Members of GB not on the Council should also receive some induction in their role and on the discharge of their fiduciary duties.
11. If Christ Church wishes to retain the existing structure of the charity trustees being identical with the members of GB, then both the level of attendance at GB must be high and all members as charity trustees must receive proper training. All must be encouraged to participate and actively challenge proposals and decisions in its deliberations. Attendance should be considered compulsory and only excused for good reason. Nonattendance should be recorded. Voting rights should be lost for the next academic year if a member of GB has not attended half of the meetings in the previous year or has not taken up training offers without some good reason.
12. Consideration should be given to finding a suitably qualified person to be an adviser of GB on charitable governance and to induct members of GB into the requirements of the Statutes and By-laws. If a General Counsel were to be employed, they could fulfil this role or it might be done by a suitably qualified member of GB.
13. If trusteeship remains with GB, a Governance and Strategy Committee should be set up to replace the General Purposes and Strategy Committee provided for by By-law 16A. The Committee should be chaired by the Head of House, include the Dean, Censor Theologiae, Senior Censor, Treasurer and six elected members of GB. The system set out in By-law 16A, of nomination could be adopted and the Chapter must have representation. Other officers should be invited to attend when relevant. The Committee should be tasked with keeping governance issues under review, promoting good practice, co-ordinating day to day issues of running Christ Church and developing strategy for its future, that can be put to GB directly or through one of the other committees.
14. All members of GB not currently subject to Statute XXXIX should be brought within its scope for the purpose of both its grievance and disciplinary provisions. This will require their consent or have to be done progressively.
15. Whichever model of governance Christ Church decides to adopt, it should carry out a review of its functioning with independent input after five years from the date of its commencement, to evaluate its effectiveness. In the case of members of the Chapter safeguards on the bringing of disciplinary proceedings should exist with a requirement for a majority of the Chapter to consent to commencement.
COMMITTEES OF CHRIST CHURCH
16. Generally, the Committee system at Christ Church functions well.
17. Some staff attending committees do feel that they are unable to have as strong an input as they would wish. Consideration should be given to how their contribution can be enhanced. Attendance of key staff should be automatic and not by invitation. If Christ Church is moving to a Governing Council model, consideration should be given to senior staff attending committees being made full committee members where appropriate. Alternatively, attendance for key staff should be automatic and not just by invitation for all committees.
18. The Salaries Board, which sets the salaries of members of GB, should be made up wholly of independent persons for the purposes of decision making, which if determined to be necessary should take place in private. It should be attended by the Head of House, Dean, Censor Theologiae, the Secretary of the Board and two elected Official Students able to participate in discussions but with no vote. Consideration should be given to the possibility of the head of HR being the Secretary. The Board should be able to request the attendance of others to help them if needed.
19. Consideration should be given to absorbing the panel dealing with the Shared Equity Scheme into the Salaries Board. Alternatively, steps need to be taken to ensure the decision makers on the panel are persons who cannot benefit under the Scheme.
20. The newly created Audit Committee, whilst a significant improvement in governance is not independent. It should be replaced with an Audit and Risk Committee. This should comprise three persons appointed by the GB but independent of it, including an independent chair and two elected members of GB to serve terms of five years. The Committee should consult with the Auditor and produce an annual report to GB on the accounts. In addition, it should act as the risk committee for the review of the Risk Register and for general oversight of governance issues. If Christ Church moves to a Governing Council model, members of the Council should not be members of the Committee.
OFFICERS OF CHRIST CHURCH
21. The office of Senior Censor requires fundamental change. Its duties are too extensive, and they do not fit the leadership model with a new Head of House. Both the Senior and Junior Censor should be selected through a nomination Committee and the role of the Senior ex-Censor and the other ex-Censors in the nomination process ended. There should be no automatic move from the “Junior” to the “Senior” role. The Senior role should be externally advertised.
22. The role of Senior Censor should be limited to and fulfil the role of Senior Tutor in overall charge of the delivery of teaching and the welfare of undergraduate students. If this role is to be undertaken by a member of the academic body with other responsibilities, then it needs to be twinned with a professional deputy with the autonomy and authority to carry out the administration of the system, with the Senior Censor able to focus on policy issues, co-ordination at University level, academic discipline and only the general supervision of teaching and welfare.
23. The Junior Censor should perform the role of a dean for undergraduate, non-academic, discipline.
24. The Welfare Team should be operated separately from the Junior Censor under the supervision and control of the Welfare Co-ordinator. The Welfare Co-ordinator must have appropriate qualifications, skills and experience to co-ordinate mental health and wellbeing throughout the House. If in due course the role of Welfare Co-ordinator and Chaplain were to become separated, any Chaplain should remain part of the welfare team.
25. The role of Censor Theologiae should be turned into that of a deputy to the Head of House, present on key committees, not as a substitute, but able to work alongside the Head of House and help them with the delivery of good governance. The Censor Theologiae should be elected by the GB to hold office for a period of no more than two years.
26. The substantial sums that Christ Church has been spending on legal advice justifies considering how this expense might be reduced. In view of the likelihood that work involving legal advice is likely to remain high, Christ Church should consider recruiting a part time or full time General Counsel to provide legal advice when needed and to be able to best select and obtain independent legal advice if this is necessary.
THE GENERAL ADMINISTRATION OF CHRIST CHURCH
27. Issues of administration in the Treasurer’s, Steward’s and Academic departments and in relation to staff wellbeing merit attention.
28. The Treasurer’s department is operating under considerable pressure to cover the multiplicity of areas of financial management that Christ Church requires as the endowment grows and areas of financial activity increase. There is a need for the presence of more senior staff working under the Treasurer with the right specialisms to deal with each of them, whilst continuing to report to the Treasurer.
29. The remit of the Steward’s department covers the provision of services to the Senior Common Room, which enjoys a high level of autonomy in its administration. Responsibility for good accountability in its operation lies with members of GB as a whole, as the source of authority within Christ Church and as members of the SCR.
30. The teaching of undergraduate students and their welfare and support cannot be done successfully without the assistance of both the Academic Secretariat and the Lecturers who do a significant proportion of the teaching. I would recommend that an early area of focus as change takes place should be on improving staff involvement and wellbeing.
31. The compromise in the Statutes between the governance of the Cathedral being an area reserved to the Dean and Chapter/Canons and that of the rest of the Foundation under a new Head of House should be respected. It is intended that there will be a common set of HR, Safeguarding and Harassment policies in place for all of Christ Church and this should help ensure that all key areas are covered internally, uniformly and to the same high standard.
32. The Cathedral must be able to evolve in its work. The Dean and Chapter should be able to set up a Board as a delegated committee of the Chapter to help with the operation of the Cathedral. Any Board set up should have Diocesan representation.
33. The Cathedral, as part of the Foundation, is independent from the Diocese of Oxford. The formal episcopal oversight that would normally occur in the case of other cathedrals is not therefore present and cannot be introduced without that independence being undermined. With a new Head of House, it will be important for the Statutes to state that the Dean remains the Ordinary of the Cathedral. The Crown will remain the Visitor. But to meet the needs of good church governance, the Statutes should specify that in the event of there being a problem specifically concerning the Cathedral only, the Crown would, if appropriate, delegate that matter to the Bishop of Oxford.
34. The existing organisation of Friends of the Cathedral should be set up as a separate charity to be able to provide some outside support to the Cathedral in its mission with appropriate representation of Chapter and Diocese on its Board.
35. The wording of Statute I.5 and I.6 defining the reserved powers of the Dean and Chapter lacks clarity. The revision of the Statutes offers an opportunity to rewrite them so as to more clearly express the areas of reserved powers. But in doing so the balance of the central governance relationship between the Cathedral and GB must be maintained.
36. The office of Dean should remain a Crown appointment. The Dean should be a member of GB and subject to the Foundation’s disciplinary and grievance code under Statute XXXIX, as amended and removable by a process involving the consent of the Chapter as well as of GB. By law, the Dean will continue to have an ecclesiastical freehold. The Dean should be provided with a written contract setting out the terms of employment and the duties expected of them.
37. The Dean will require a stipend reflective of, but not less than, that of other Deans and be provided with accommodation, an appropriate allowance for entertainment and support for the performance of their functions. Because of the volume and nature of the hospitality that falls to the Dean and will continue after the creation of the new office of Head of House, the Dean should remain in occupation of the Deanery.
38. The Regius Canon Professors and the Lady Margaret Professor have no written contracts with Christ Church and do not come under any of its disciplinary provisions. They are answerable only to the University, despite some of their work being for Christ Church which also pays some of their stipend and makes them members of GB. A similar position exists for the Sub Dean and Archdeacon who are part paid by Christ Church. This situation cannot be easily changed as the current law prevents this being done in way that might be to the prejudice any individual currently in office. But Christ Church should change its Statutes on this, even if that change can only be implemented progressively on the appointment of new Canons. Discussions should be initiated with the University and the Church of England to bring this about. If the Canons are brought within the disciplinary provisions of Christ Church, they need to have the same protection as the Dean in that no proceedings for removal for misconduct can take place without a majority vote of both the GB and the Chapter.
39. No change to status of the residential Canonries as a reserved matter for the Dean and Chapter can be considered unless suitable alternative accommodation is made available which is acceptable to the Dean and Canons and then placed under their control. But the residentiary Canons should have leases or a written agreement of their occupation of the canonries.
40. The creation of an additional small residential canonry out of part of the Deanery, ought to make it possible to transfer the South West Canonry to the GB for the use of the new Head of House.
41. The governance structures of the Cathedral Choir School reflect the division in responsibilities between the Dean and Canons who have oversight of its operation and the GB that finances the School and makes the policy decisions in relation to its size, premises and existence. This split in responsibility generates some uncertainty for the School and its staff. As the provision of a boys’ choir is a requirement under the Statutes, the issue as how best to provide a choir and make the right decisions for the School needs collective attention.
42. In order to facilitate the best co-operation in the running of the Cathedral alongside the collegiate life of Christ Church, a Liaison Committee should be set up, co-chaired by the Head of House and the Dean and with two elected representatives from the Chapter and the non-Chapter members of the GB or the Governing Council. The Statutes should provide an express duty on the GB and the Dean and Chapter to co-operate to facilitate and support the other in its work.
43. Provision should be made in the Statutes to cover the potential for a major difference arising between the Head of House, GB and the Dean and Chapter over their relationship under the Statutes. It should provide for one or other party to ask for the appointment of a mediator that the Crown, as Visitor, is required to appoint and if mediation fails, an arbitrator, whose decision would be final.
Rt Hon Dominic Grieve KC