University Companies and Other Enterprise Activity
Section 5
- All companies which are wholly-owned subsidiaries of the University, and which are managed and run by University Staff only, shall have a Board of at least three Directors, to include a member of the Board of Governors (other than a staff or student member) as a Non-Executive Director; a member of the Executive Body (or their nominee) as Executive Director; and the Director of Finance (or their nominee) as Finance Director.
- All companies which are wholly-owned subsidiaries of the University, and who employ senior staff in their own right, shall have a Board structure as approved by the Board of Governors; to include at least two Directors, one of whom must be a member of the Board of Governors (other than a staff or student member) as a Non-Executive Director. In such Companies, the Financial Director/Manager (where appointed) will be professionally accountable to the University's Director of Finance for all matters of Financial Management and Control. Where a Finance Director/Manager is not appointed, the University's Director of Finance (or their nominee) will be appointed to the Board of the Company as Finance Director.
- Companies in which the University has a controlling interest shall have a Board structure as approved by the Board of Governors.
- Arrangements for University representation in Companies in which the University has a minority interest, where such representation is permitted by the company, shall be approved by the Vice-Chancellor and notified to the Board of Governors at the next available opportunity.
- The Executive Directors of such companies as referred to in 5.1 to 5.3 above shall ensure that the companies operate within rules, policies and procedures as approved by the Board of Governors, including rules for the remuneration of Directors.
- The Executive Directors of such companies shall act as representatives of the Vice-Chancellor, and shall ensure that the policies of those companies are discussed by the Executive Body prior to approval by the Board of Governors.
- The University shall hold in its own name its shareholdings in such companies, and shall not appoint nominees or other representatives to hold shares on its behalf.
- Members of the Board of Governors (other than staff members) who are Directors of such companies shall be Non-Executive Directors.
Members of staff who are Directors shall be either Executive Directors or Non-Executive Directors, as appropriate to the management of the Company.
- The Directors and Company Secretaries of such companies shall be responsible for ensuring that the companies comply with their statutory requirements and make regular reports to the Executive and the Board of Governors.
- The University's majority shareholding in any companyshall be represented at the Annual General Meeting of that company by the Chair of the Audit Committee of Governors.
- The establishment of University Companies that are wholly owned or majority shareholdings will be subject to the approval of the Board of Governors, after appropriate internal risk assessment, and the subsequent approval by the Executive Body and Finance Committee.
- The Executive Body member responsible for Enterprise Activity should not be appointed to the Board of any University company other than JMU Services Ltd or JMUNEWCO Ltd.
