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Governance structure of the UWI

Vice-Chancellor of UWI, Barbadian-born Sir Hillary Beckles

The operation of the University of the West Indies has come under scrutiny by a high-powered committee that was set up to review its performance over the years.

Headed by former President of the Caribbean Court of Justice (CCJ), Sir Dennis Byron of St. Kitts, the committee has submitted its detailed report which pointed in the direction of several major weaknesses in the structure of the institution.

The report is now attracting attention throughout the region as its contents have found its way into the hands of the media.

Today, THE NEW TODAY focuses on some of the governing bodies with UWI:

The governance structure of The University of the West Indies is one of the most complex globally. This is partially attributable to its being one of only a few regional universities in the world.

It is an autonomous institution with multiple stakeholders, including the governments of 17 countries which provide partial support for the enterprise, students who come primarily from these countries, alumni, the business community and other national and regional institutions. The University has been engaged in teaching, learning, research and outreach since its inception.

Over the last 40 years, the University has made changes to its governance structures in order to serve its various stakeholders better, and to respond to changes in the external environment.

A restructuring exercise in the 1980s led to several adjustments, including the re-ordering of the powers and functions of the University between a “Centre” or regional administration and a campus administration, the establishment of the regional administration with its separate budget, and the institution of the office of Principal of the Mona Campus, distinct from the office of Vice-Chancellor, both posts having been previously held by the same person.

The focus of the governance review exercise undertaken in 1994 was the streamlining of the University’s administration to bring it into step with what was perceived then to be current and prospective needs, and also to improve effectiveness.

This exercise resulted in changes to the role and composition of the Council, the establishment of new Committees of Council, including the University Strategy Committee (later renamed the University Strategy and Planning Committee) and the University Audit Committee, as well as the introduction of the Board for Undergraduate Studies, Board for Graduate Studies and Research and the Board for Non Campus Countries (since abolished).

A key function assigned to the Board for Undergraduate Studies was the management of quality assurance at the undergraduate level.

The last examination of the University’s governance structure was undertaken by the Chancellor’s Task Force on Governance which reported in 2006. In the main, the recommendations of the Task Force were not disruptive of the existing order.

In relation to the two main bodies responsible for corporate governance – the University Council and the Finance and General Purposes Committee (F&GPC) – its recommendations related mainly to the reduction in the size of the membership, changes to the composition of these bodies, the need for more structured agendas and timely submission and better presentation of Minutes.

The Task Force also recommended that the posts of Pro Chancellor and Treasurer, respectively, should be abolished and that Council should adopt a Statement of Primary Responsibilities – recommendations which, the Commission noted, have not been adopted.

The Task Force also expressed concern that F&GPC, which does the work of the Council between the meetings of the Council, “was not a robust forum for critical thinking and serious engagement about the University’s fiscal and general business”.

This Commission has taken account of the improvements in corporate governance as a result of the adoption of recommendations made by these earlier review bodies.

However, from documentation reviewed and submissions received, the Commission is aware that aspects of the corporate governance system remain dysfunctional.

The Commission is also mindful of the significant changes that have occurred, globally, in many spheres of life since the last review of governance was done almost a decade and a half ago – in particular, features of the external environment, including trends in the higher education sector, that challenge the traditional governance structures of universities, including The UWI, and test their ability to cope. These changes include:

(a) increased competition in the provision of higher education across borders under the liberalised trade in services regime of the World Trade Organisation, which has negatively impacted universities, included The UWI, that were previously sheltered in an environment of stable markets;

(b) reduction in government funding of higher education institutions necessitating a search for additional sources of funds, including engagement in entrepreneurial activities;

(c) the application of “value for money” principles such as economy, efficiency, effectiveness and ethics by Government and donors in assessing the performance of entities that receive public funds;

(d) the increased demands and expectations of students for relevance and quality in course offerings and for University amenities of good standard;

(e) the expectation of employers that the University should provide work-ready graduates; and

(f) the increased scrutiny of corporate entities in their dealings with the public and the demand for transparency and accountability, especially those in receipt of funds from the public purse.

Aggregated, these factors increase the complexity of managing higher education institutions. They demand governance and management structures that are fit for purpose in the new environment and that are able to guide and sustain these institutions in turbulent times, while still enabling them to carry out their mandate in a creditable way.

The inherently complex structure of The UWI heightens these challenges. It is within the context outlined above, that the Commission reviewed the main governance structures of the University from both a corporate and academic perspective and made its recommendations.

Corporate Governance
The following definitions of corporate governance which appear in the Corporate Governance Framework for Public Bodies in Jamaica are apt, in the Commission’s view:

“Corporate Governance embodies the processes and systems by which corporate entities are directed, controlled, managed and held to account. Corporate Governance influences how objectives are set and achieved; how risk is monitored and assessed; and how performance is optimised. It encompasses authority, accountability, stewardship, leadership and direction of an organisation.”

“Corporate Governance involves the totality of systems and frameworks that ensures a culture of accountability permeates the organisation so that individuals know what their responsibilities are and are equipped with the appropriate tools and skills to exercise them.” (emphasis added)

Corporate governance at The UWI is encompassed within the powers of the Council at the regional level and, at the campus level, of the Campus Councils.

As the University’s highest authority, the Council is responsible for the governance of the University as a whole. Its functions include policy-making, oversight of the University’s finances and capital assets, human resources, and the creation or discontinuance of academic units (Faculties, Institutes, Departments, and other units of learning and research).

The Campus Councils exercise, in relation to their respective campuses, powers similar to those of the Council, subject to such limits on their authority as are imposed by statute.

(i) The Finance and General Purposes Committees (F&GPCs) at the regional and campus levels exercise, respectively, by statutory delegation, many of the powers of the Councils between their meetings

(ii) The Regional F&GPC is chaired by the Vice-Chancellor and the Campus F&GPC is chaired by the Campus Principal.

(iii) Regional and Campus F&GPCs meet approximately 3-4 times annually.

Corporate Governance Challenges
The Commission noted that there were several aspects of the University’s corporate governance system that appear to undermine the proper execution of governance responsibilities.

Many of these were identified in a Report received from the University Management Audit Department.

They include:

(a) The need for an improved corporate governance framework for better performance

“A corporate governance framework is needed to bring rigour to the operations of the governance committees within the University. This framework would bring a comprehensive and transparent process based on best practices and approaches, incorporating the significant advances in corporate governance requirements over the years.”

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(b) Conflict of Interest

The chairmanship by the Vice-Chancellor at the regional level and Campus Principals at the campus level, of many layers of Committees within the system has the potential to undermine independent oversight of decisions made, and raises concerns about conflicts of interest as approvals flow from one committee to the other, all with the same chair.

Statute 10 states that the Principal shall “be ex-officio Chair of the Academic Board for the campus and of any standing, special or advisory committees set up by the Council, the Campus Council or the Senate for the purpose of exercising in relation to the campus any powers or duties imposed upon them by the Charter, Statutes and Ordinances.” The application of this statute in certain circumstances has resulted in what some may consider being a strong potential for a conflict of interest, in that there is a common Chair for all governance committees. As the information flows and approval hierarchies move from one committee to another, the Chair may appear to be reporting to himself and approving his own reports/decisions/initiatives/projects.

This may impair the transparency and accountability in the decision-making process of the Campus as there is no clear evidence of independent review and challenge to the Principal’s actions and the process may unnecessarily expose the Principal to reputational risk or the University to rogue decisions or abuses of authority. Additionally, the Principal is given a clear oversight mandate and current best practices in governance requires clear independence with respect to one overseeing the work of others.

(c) Inadequate Risk Management

While the University has developed and the Council has approved an Enterprise Risk Management System, no specific unit has been established to manage risk and no funding has been allocated to monitor risk management; nor does full understanding of risk management permeate the institution as a whole.

(d) No Whistle‐blower System

There are no whistleblowing arrangements, which would support good governance and accountability and could help to control fraud.

(e) Absenteeism in key Governance bodies

In meetings of the University and Campus F&GPCs, there is a high level of absenteeism among the membership, including external members nominated by the Chancellor, as well as Government representatives.

When interviewed by the Commission, some members said they did not think that they had a voice at the meetings or that their input would materially impact decisions, while others expressed the view that the meetings were not productive.

The F&GPC has a monitoring and oversight function. The independent members give the F&GPC enhanced credibility and safeguard stakeholder interests. They strengthen the oversight role and facilitate transparency. Their ability to challenge management’s actions directly and to provide expertise and external inputs, assist with holding management accountable.

However, we found that attendance at meetings by both internal and external members was unmonitored and insufficient action taken regarding absenteeism even for internal members. The lack of attendance at the levels noted may negate the effectiveness of the F&GPC’s role…

Governance committee members do not always attend meetings. For the meetings examined (Mona F&GPC), the following were identified:

  • For the 4 meetings examined, the overall attendance of the committee members ranged from 32 to 48% (average of 4 meetings in the course of a year)
  • External members were generally absent and none of the 10 members was present for 2 of the 4 meetings reviewed. The other 2 meetings had a 30% and 10% attendance of external members respectively.
  • Some of the Chancellor’s nominees, Government officials or their nominees and the Chair of the Campus Council were usually not in attendance at the meetings reviewed UMAD Report

(f) Chancellor’s nominees on Council

There is no formal process established to identify and select the Chancellor’s nominees on the Council. While there are established term limits for external nominees, many have had their membership repeatedly renewed, with a few serving continuously for twelve years or more.

In addition to the above concerns highlighted in the UMAD Report, the following issues were raised before the Commission during consultations with the broader university and external community:

(g) Ill‐structured Meeting agendas; inadequate scrutiny and discussion of issues

The meetings of governance committees (in particular the Council and F&GPC) have “crowded” agendas and, although meetings are often lengthy, they are taken up mainly with the presentation of reports with little opportunity to thoroughly interrogate crucial strategic, financial, human resource and risk management challenges that face the University.

(h) No or insufficient assessment of financial impact and risk in decision making

Major initiatives were presented to (and approved by) the University and Campus Councils and the University and Campus F&GPCs often without clarity about their financial impact on the University, nor assessment of the risks involved.

(i.) Strategic Plan approved without allocation of financial resources

The current Strategic Plan was approved by the F&GPC and the Council but adequate financial resources have not been allocated for the accomplishment of initiatives in the Plan, even on the basis of priorities.

Further, it is not clear that Senior Management at the regional and campus levels, as well as management at the Faculty, departmental and administrative levels establish realistic goals and objectives consistent with the Strategic Plan.

(j) Absence of performance metrics

No metrics have been established to measure management performance and, as a result, managers are not held accountable for non-accomplishment of goals and objectives.

(k) Lack of clarity as to limits of authority of managers; little or no accountability

The roles, responsibilities and authority limits of managers at all levels are not always clearly spelled out and respondents reported that there was a general lack of accountability in the system.

Even though regulations exist with respect to these limits, often, it appears that they are not applied.

Perception of non‐compliance with the Statement of Principles and Code of Ethics While a Statement of Principles and Code of Ethics exists, there is a perception that it is not widely disseminated and that breaches are not addressed.

(j) Inadequate safeguard against expenditure over prescribed limits

The University F&GPC currently prescribes the limits of expenditure that a Campus Council or Campus Principal may incur without the prior approval of the Vice-Chancellor.

The Commission noted that there is no requirement that, before giving approval, the Vice-Chancellor should consult with those responsible for managing the finances of the University, although it would be expected that there would be consultation.

It also noted that there is no provision governing expenditure over the prescribed limit by the University’s regional administration.

(k) Lack of clarity as to authorisation for businesses and business arrangements

The Commission learned that there were businesses or business arrangements that are controlled either by campuses or the University “Centre” administration (at the regional level) with or without private stakeholders as partners.

An example is a public/private partnership formed by the Mona Campus in association with private partners to build and manage new student housing units.

The Commission was informed that the Mona Campus controlled 60% shares in the business and that two academics had a substantial part of the remaining shares. The Commission was told that in other instances, individual academics have started businesses with uncertain relationships to the campus or Centre administration.

It was not clear to the Commission what governance process was followed in making these arrangements or whether there was independent assessment on behalf of the University of the value and risk; nor is it clear that these entities are being effectively monitored (and audited) by the University.

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