Governance The Warden and Fellows regard good governance as essential . As the College is defined by the Charity Commission as a “ large ” charity , they aim to have a governance framework that is fit for purpose , compliant and efficient . The Charity Code of Governance , launched in 2017 and updated in 2020 , recommends that charities review their level of application and explain any aspects of the code they were not applying . The Warden and Fellows have reviewed each of the seven elements of the code . The review found that the Warden and Fellows meet the principles of the code and comply with the detail of the code with a few exceptions . The main areas where current practice differs from the recommendations are :
1 . Chairmanship of the Audit and Risk Committee – 4.8.2 of the code recommends that the chair of the audit committee has recent and relevant financial experience . The Committee is chaired by a Fellow with significant senior leadership and management experience and who has particular and extensive experience in risk management . Although not himself a finance professional , he is supported by a senior finance professional who sits on the Committee as an Advisor and by two Fellows plus the Warden and Sub-Warden , one or both of whom normally attend meetings of the Committee .
2 . Diversity management practices – 6.5.2 of the code recommends attracting a diverse group of candidates for new trustee roles . The Warden and Fellows are keen to have a range of diverse views on the Governing Body and actively seek to encourage a broad range of opinions . To that end , the College uses a specialist , non-executive recruitment firm to help ensure we reach a wide range of candidates . The Nominations and Remuneration Committee always considers a range of measures of diversity in considering new appointments and succession planning . The desire for diversity has in practical terms to be balanced with the availability of appropriately skilled and experienced practitioners who are willing to undertake the very significant commitment expected of a Winchester Fellow pro bono .
3 . Fellows ’ term limits – 5.7.4 of the code requires explanation in the trustees ’ annual report where reappointment of a trustee may occur after already serving on the board for more than nine years . The College ’ s Statutes set out clear term-limits for Fellows . No Fellow can serve more than two five-year terms , except where the Warden is appointed from within the Governing Body in which case the Warden may not serve more than ten years as Warden and no more than fifteen years in total on the Governing Body .
4 . Size of Governing Body – 5.6.2 of the code recommends that a board of no more than twelve trustees is considered best practice . The College ’ s Statutes contain an explicit statement regarding the size of the Governing Body , which shall consist of a maximum of fifteen Fellows ( including the Warden ).
The Warden and Fellows consider these arrangements to be in the best interests of the organisation , allowing for proper supervision and oversight through the Committee structure .
Management Remuneration Remuneration , including that of the key management team , is set by the Warden and Fellows , with the objective of providing appropriate incentives to encourage excellence and of rewarding fairly and responsibly individual contributions to the College ’ s success . The appropriateness and relevance of the remuneration policy is reviewed annually , including through comparisons with the local labour market and with other independent schools to ensure that the College remains sensitive to the broader context of pay and employment terms and to conditions elsewhere .
The College ’ s ability to deliver its charitable purpose and objects is primarily dependent on its key management personnel and staff . Staff costs are the largest single element of the College ’ s charitable expenditure , accounting for some 49 % of the total . The College aims to recruit teachers who combine deep subject knowledge with an ability to motivate and engage , and to provide them with professional development , and an attractive remuneration package commensurate with their expertise and experience .
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