Brief For The Position Of Independent Chair, Governance Review
Brief for the position ofIndependent Chair,Governance ReviewChrist Church, Oxford
Candidate Brief Independent Chair, Governance Reviewchch.ox.ac.ukAbout Christ ChurchChrist Church is a constituent college of the University of Oxford in England. Christ Church is a jointfoundation of the college and the cathedral of the Oxford diocese. It is also a charity, registered with the UKCharity Commission. Christ Church is a vibrant and diverse academic community with over 700 undergraduateand graduate students. Christ Church’s income in 2020-21 was around 32 million and has an endowment of 674m million.Christ Church’s special character is inseparable from itshistory. The joint foundation goes back to the establishmentof the institution. Originally founded by Cardinal Wolseyin 1525 and named Cardinal College, Christ Church wasrefounded as a joint foundation by Henry VIII in 1546.Christ Church is strongly committed to teaching and research.A large body of academics teach their students in tutorials,periods of study in small groups. The subjects offered atChrist Church cover the whole spectrum including Humanities,Social Sciences, Medicine and Mathematical, Physical andLife Sciences. There is also a thriving and multi-disciplinarygraduate community.All students benefit from Christ Church’s central location,its excellent library and its beautiful setting, with the citycentre on one side and Christ Church Meadow on the other.Christ Church invests heavily in the support of its membersand there are generous grants available. Accommodation isavailable to undergraduates for the full length of their course.Christ Church houses a Picture Gallery with a rich collectionof paintings and drawings. It also operates as a conferencefacility outside term time and is a major visitor attraction.The Cathedral is the college chapel as well as the cathedralchurch of the Anglican Diocese of Berkshire, Buckinghamshireand Oxfordshire. It is home to a vibrant worshippingcommunity and hosts a wide range of events, music, artand drama.Christ Church Cathedral School is a pre-prep and preparatoryschool for boys and home to the Christ Church Cathedralchoristers.odgersberndtson.comThe objects of Christ Church are:nnnn The advancement of religion, in particularbut not exclusively by the provision, support,conduct and maintenance of Christ ChurchCathedral as the Cathedral of the Diocese ofOxford, together with its Choir. The advancement of education, in particularbut not exclusively by the provision, support,conduct and maintenance of Christ Church asa college within the University of Oxford. The advancement of learning, in particular butnot exclusively by: the promotion of researchin any branch of learning; and, in so far as it isnot incompatible with those ‘primary’ objects. The advancement of the arts, culture, heritageand science, in particular but not exclusivelyby the preservation and conservation ofcollections of articles of historical, aestheticor scientific interest; the preservationand conservation of the Cathedral and itsappurtenances including the Chapter House;and the preservation and conservation ofthe other buildings of Christ Church and itscurtilage including the Meadow.2
Candidate Brief Independent Chair, Governance Reviewchch.ox.ac.ukThe RoleThe Governing Body of Christ Church has resolved to commission a review of its governance (the Review).The purpose of the Review is to ensure that Christ Church’s statutes, by-laws and governance arrangementsmeet the needs of the institution as a constituent college of the University of Oxford in the 21st century.Terms of ReferenceThe essential governance structure of the Joint Foundationdates back to the Christ Church, Oxford Act 1867, butits statutes have been updated on a regular basis, mostrecently consolidated in 2016. The statutes are accompaniedby detailed by-laws, most recently consolidated inSeptember 2021.The Governing Body members of Christ Church, as establishedby its statutes, are its charity trustees and are responsiblefor the administration, control and management of ChristChurch. There are currently 62 members of the GoverningBody. The Cathedral is run the by the Dean and Chapter, agroup of seven canons chaired by the Dean.The last comprehensive review of the Foundation’s Statuteswas conducted in 2011. The Review will encompass thegovernance arrangements of all aspects of Christ Churchincluding the Cathedral, College, and School.The Review will be led by an independent person (the Chair)with appropriate knowledge of charity governance, anunderstanding of collegiate educational foundations andideally familiarity with the Church of England. The Chairwill liaise regularly with the College Officers, as the Reviewis conducted, to ensure that the Governing Body receivesreports from the College Officers on a regular basis. Inaddition, the Chair may consult the Governing Body and theChapter as often as they see fit.At the conclusion of the Review, its Chair will be askedto prepare a report setting out recommendations for theGoverning Body to consider.These Terms of Reference set out the proposed scope ofthe Review, its methodology and timeline. As the Reviewprogresses, it may be necessary for these Terms of Referenceto be revised.Proposed methodologyIt is intended that the Review will include the following steps,a number of which may take place concurrently, as the Chairthinks fit:Contextual background – at the outset, the Chair will receivea short paper setting out the Governing Body’s strategicvision and plan for delivery of Christ Church’s charitableobjects for the next 5-25 years, and may attend a GoverningBody discussion of the paper if the Chair wishes.odgersberndtson.comInterviews – with such relevant individuals andrepresentatives of organisations as the Chair shall considermay assist them in conducting the Review, which may include:Dr Martyn Percy and his predecessor as Dean, Dr ChristopherLewis; current and recent College Officers; the Treasurer; theChapter Treasurer; the current and most recent Senior LawTutor; the Senior ex-Censor; the Development Adviser andDevelopment Director; the Steward; the Academic Registrar;recently appointed members of the Governing Body; themembers of Chapter; external members of Governing Bodyand college committees; the Tutor for Admissions and theTutor for Graduates; the GCR and JCR Presidents; the Chairof the Christ Church Association (the alumni association); theChair of the Development Board; the Bishop of Oxford; thecurrent and most recent former Archbishop of Canterbury;the Headmaster of the School; and any other individualor group of Governing Body members wishing to beinterviewed. The Chair may also interview representativesof the firms of lawyers that have recently been involved inadvising Christ Church.Written submissions – the views of all current and formermembers of the Governing Body, members of the DevelopmentBoard, students, alumni, members of academic and nonacademic staff and other stakeholders are to be canvassed.Facilitated workshops – with groups of members of theGoverning Body and Chapter, facilitated by the Chair andCollege Officers or other members of the Governing Body orChapter, to discuss specific aspects of the Governance Review.Observation of Governing Body and committees – theChair will attend a selection of Governing Body, Chapter andcommittee meetings of the College, Cathedral and School.Comprehensive desktop review of governance documents– to include, but not limited to: the Statutes of Christ Church,and the By-laws and appendices (which include terms ofreference for committees and the code of practice for themanagement of conflicts of interest) made thereunder; aGovernance Paper (‘A brief introduction to its charitableobjects and governance structure’) prepared for the CharityCommission on 5 February 2019 (and updated March 2022);such minutes of Governing Body meetings and its committees,Chapter meetings and Cathedral School Governing Bodymeetings as the Chair may request; Staff handbook, codesof conduct and key policies (e.g. Harassment, Prevent,Safeguarding, Freedom of Speech, GDPR, Equality, etc.); theSmith Tribunal Judgement and any other material thought tobe relevant to the governance of Christ Church.3
Candidate Brief Independent Chair, Governance ReviewAs noted above the Chair will be required to provideregular updates to the Censors (College Officers) to confirmprogress of the Review, to enable the College Officers toprovide a report at each meeting of Governing Body andsummary reports to the Chapter and School and to facilitate therole of the College, Cathedral and School in the Review process.The College Officers will discuss with the Chair any expertsupport that may be required in order to assist them in theconduct of the Review, depending on the Chair’s own skillsand experience, (for example, to provide knowledge andsupport from an ecclesiastical perspective). The Chair mayalso consult any other individual or external advisor withspecific relevant expertise that they feel would be useful.Appropriate administrative support will be put in place toassist with the Review. Christ Church will agree with the Chairan appropriate budget for the support required.At the conclusion of the Review, the Chair will prepare aReport identifying areas of existing good practice andmaking recommendations for possible improvement tothe governance arrangements for the Governing Body toconsider. This might include a range of options which wouldrequire changes to the existing governance structure andrevisions to the Statutes and By-Laws of Christ Church.The Report should address the points set out in the followingBroad Scope of Work, along with any matters the Chairconsiders pertinent. It should also identify any training needs(such as recommending what courses or materials should beavailable to individual members in their capacity as charitytrustees) and specifically recommend any necessary changesto statutes and/or by-laws. To the extent that changes arerecommended, the Report should identify priorities andprovide guidance on next steps to take. A draft Report will beprepared and considered by the Governing Body before beingfinalised, so that the Governing Body can participate fully inthe Review.Once the final Report is received, the Governing Body willcarefully consider its recommendations and determine theextent of any changes to the governance structure of ChristChurch that it considers to be in the best interests of the JointFoundation. The Report will be published in full in 2023.Broad scope of reviewThe following matters will be considered.This is not an exhaustive list, but identifies certain areas thatshould be covered:1 A broad assessment of the effectiveness of Christ Church’scurrent governance arrangements against the CharityGovernance Code and any other code that the Chair may considerrelevant to the governance of Christ Church. This should includethe aspects of good governance set out below along with anassessment of whether the governance is fit for purpose:odgersberndtson.comchch.ox.ac.ukO rganisational purposeL eadershipn I ntegrityn D ecision making, risk management and controln G overning Body effectivenessn E quality, Diversity and Inclusionn O penness and accountabilitynn2 The role and size of the Governing Body. The CharityCommission has raised a concern about the size of theGoverning Body and the Review should therefore considerwhether the current Governing Body structure is effective.Christ Church considers its self-governance to be afundamental part of its collegiate ethos and governancestructure. However, the Review may wish to address whetherChrist Church should consider exercising the statutory powerit already has to establish an Executive Council and shoulddraw upon the experience of other educational collegiatefoundations. The Review should also consider any desiredimprovements to the governance arrangements within thecurrent Governing Body model.3 The relationship between the Governing Body and theChapter, and the relationship between Christ Church Cathedraland the Diocese of Oxford and the Bishop. The Review shouldalso consider the impact of the Cathedrals’ Measure 2021 onChrist Church.4 How Governing Body monitors the performance ofthe Joint Foundation and sets its strategic direction andthe effectiveness of governance oversight of the Cathedraland the School exercised by the Governing Body andthe Chapter.5 Governance lessons to be learned from the SmithTribunal, the Crasnow Tribunal and the Medical Boardprocess limited to (i) any governance concerns specificallyraised by the Tribunals or other process; and (ii) considerationas to whether existing processes for dealing with complaintsand grievances should be improved, particularly giventhe academic time and costs that have been incurred inconnection with these processes.6 The leadership of the College, the Cathedral and theSchool, including the responsibilities which should attach toeach leadership role.7 The employment status of the leadership of the College,the Cathedral and the School, the skills and experiencerequired for each role, the appointment process, the termof appointment, and reporting line for each role and theadequacy of the current model statutes in relation to dealingwith grievances, disciplinary matters and the removal ofoffice holder(s).4
Candidate Brief Independent Chair, Governance Review8 The roles of other College and Chapter officers and othercommittee roles including the skills and experience requiredfor each role, the appointment process, and the term ofappointment for each role.9 The effectiveness of the current committee and officerstructure of the Governing Body, whether any additionalor differently configured committees would enable greateroversight and the appropriate involvement in governance ofjunior members, non-academic staff, and others.10 The appropriate use of external advice, (currently used bythe Governing Body, the Finance Committee, the InvestmentGroup and the Salaries Board), including who has authority tocommission external advice, the setting of proper budgets forexternal advisors and the monitoring of value for money.11 The use of delegated authority across the institution toindividuals or committees, the drafting of appropriate termsof reference including monitoring and reporting obligations.chch.ox.ac.uk12 The proper management of the institution’s assetsincluding, but not limited to, the annual budget forecastingprocess, the process for budgetary approval, the FinanceCommittee’s role in conducting proper oversight ofexpenditure against budget, the process for reviewingand updating budgets and reporting to Governing Bodyas well as the minuting of the budgetary approval andoversight processes.13 The proper management of conflicts of interest and loyaltyacross the institution including, but not limited to, conflictsof loyalty that arise for members of Chapter who are alsomembers of Governing Body.14 The effectiveness of risk management processes andpractices across the institution including, but not limitedto, oversight of statutory obligations (e.g. Prevent, GDPR,Safeguarding, Health and Safety, Harassment, Equality andSerious Incident Reporting).The PersonThe Review will be led by an independent Chair, who will demonstrate appropriate knowledge of charitygovernance, an understanding of collegiate educational foundations, and ideally familiarity with the Church ofEngland. It is essential that the Chair has no current or recent connection with Christ Church.Candidates will demonstrate the following qualities andattributes:n I mpeccable integrity, propriety, and independence; goodjudgement and discretion.n H igh intellect, with an enquiring mind and forensic attentionto detail.n T he emotional intelligence and sensitivity to engage a broadrange of individuals in finding a common solution.n N ational/international profile and networks, with asignificant track record of achievement.n V aried experience of serving on non-executive boards incomplex and nuanced organisations.odgersberndtson.comD eep and demonstrable passion and respect for the role andcontribution of universities in society.n A keen understanding of the workings of a collegiateuniversity.n T he ability to distil large amounts of qualitative data intoclear, actionable recommendations.nIt is anticipated that the Chair will need to be available3.5 – 4 days per week for up to five months in order tocomplete the Review within a satisfactory timeframe.They will also be required on an ad hoc basis post-submission,which may include participation in a press conference whenthe Review is published.5
Candidate Brief Independent Chair, Governance Reviewchch.ox.ac.ukAppointment ProcessGoverning Body has asked Odgers Berndtson to conduct an external, independent, open recruitment process.Following the published closing date, a Panel established by Governing Body – comprising the CollegeOfficers, the ex-Censor Theologiae, and an external member of the Salaries Board – will determine the numberof individuals to be shortlisted.A shortlist will then be agreed by the Panel and thoseshortlisted will be invited to submit a proposal for carryingout the Review, including a summary of their experience inthe context of the role specification and the likely timeframe.The potential Chair will also be asked to provide, wherepossible, an anonymised governance report for a charitableorganisation or other relevant type of report as an exampleof their work. Governing Body will then select the Chair.How to ApplyChrist Church has engaged the services of Odgers Berndtson, to whom applications should be sent by closeof business on Friday 29 April 2022.In order to apply, please submit a comprehensive curriculumvitae along with a covering letter setting out your interest inthe role and details of how you match the required criteria.Please include in a separate document the names and contactdetails of three referees. Referees will not be approacheduntil the final stages and only with your prior permission.The preferred method of application is online at www.odgers.com/85525If you are unable to apply online please email your applicationto 85525@odgersberndtson.comAll applicants will receive an automated response.All candidates are also requested to complete an onlineEqual Opportunities Monitoring Form which will be foundat the end of the application process. This will assist ChristChurch in monitoring selection decisions to assess whetherequality of opportunity is being achieved. Informationcollated from the Equal Opportunities Monitoring forms willnot used as part of the selection process and will be treatedodgersberndtson.comas strictly confidential. In line with GDPR, we ask that you doNOT send us any information that can identify children orany of your Sensitive Personal Data (racial or ethnic origin,political opinions, religious beliefs, trade union membership,data concerning health or sex life and sexual orientation,gender identity, genetic and/or biometric data) in your CVand application documentation. Following this notice, anyinclusion of your Sensitive Personal Data will be understoodby us as your express consent to process this information.Please also remember not to mention anyone’s informationor details (e.g. referees) who have not previously agreed totheir inclusion.QueriesFor confidential enquiries:Richard Heeksrichard.heeks@odgersberndtson.comShould you require access to these documents in alternativeformats, please contact kylie.jtaylor@odgersberndtson.com6
Candidate Brief Independent Chair, Governance Review chch.ox.ac.uk odgersberndtson.com 3 The Role The Governing Body of Christ Church has resolved to commission a review of its governance (the Review). The purpose of the Review is to ensure that Christ Church's statutes, by-laws and governance arrangements
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