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Report of the Council on a revised constitution for the Local Examinations Syndicate

The COUNCIL beg leave to report to the University as follows:

1. In this Report the Council propose a revised constitution for the Local Examinations Syndicate under which the Syndicate will also function as the Board of Oxford, Cambridge, and RSA Examinations (OCR).

2. The constitution of the Local Examinations Syndicate was last subject to major change in 1982 (see Reporter, 1981-82, p. 337), when the number of members was reduced from twenty-nine to ten, and all the external members were removed. In its new form it was intended that the Syndicate be responsible for finance and overall direction, thus obviating the need for a Finance and General Purposes Committee which was therefore abolished. As part of these proposals, two Councils, one for Home Examinations and one for Overseas Examinations, were established to ensure continuing external representation in the work of the Syndicate. Subsequently (ibid., p. 125) a third Council, for Examinations Development, was established.

3. Much has changed since 1982. The Syndicate's business has undergone major expansion, with a concomitant increase in complexity. In 1982 their work was dominated by overseas schools examinations; their UK schools examinations and English as a Foreign Language (EFL) examinations were of lesser importance; and they had no significant involvement in vocational qualifications. Now, through OCR, the Syndicate is one of only three awarding bodies accredited to offer the GCSE, A Level, and GNVQ in England. Also through OCR, they are a leading provider of vocational qualifications, mainly in the areas of information technology and office administration; in addition to their 'own brand' qualifications, a number of which are the leaders in their fields, they have the second largest market share in NVQs. The Syndicate continue to be a major force in schools examinations overseas, and their work in EFL examinations has grown to the point where they have become a market leader in this field.

4. Many of the bodies with whom the Syndicate were co-operating in the 1980s, and who had been represented on the Syndicate prior to 1982, have been absorbed into the Syndicate, or their interests and influence have moved in other directions. As a result of the changes in the environment in which the Syndicate have been operating, the committee structure has also changed. The Council for Home Examinations was replaced in 1995 by the Oxford and Cambridge Examinations and Assessment Council (OCEAC), which subsumed the work of the Midland Examining Group (MEG) Council (established in 1985 to be responsible for the MEG GCSE). The Council for Overseas Examinations was discharged in 1995, because more direct lines of communication had been established with overseas Ministries of Education and schools in the private sector. The Council for Examinations Development had ceased to be active by the early 1990s, and was discharged in 1995.

5. The final stage in these developments came when OCR was established in 1998, in order to acquire the business of the Royal Society of Arts Examinations and Assessment Foundation (whose principal asset was the Royal Society of Arts Examinations Board) and to assume responsibility for the Syndicate's UK schools examinations and vocational qualifications (Reporter, 1997-98, p. 50 ). OCR was established as a separate entity in response to government policy towards the awarding bodies, and to ring-fence the UK work of the Local Examinations Syndicate. The Board of OCR took over the responsibilities of OCEAC in January 1998, and OCEAC was then discharged.

6. When it was established in 1998, the Board of OCR comprised the Chairman of the Syndicate (or a deputy nominated by the Chairman), the University Treasurer, six members appointed by the Council, and seven appointed by the Royal Society of Arts (RSA), a total of fifteen members. Subsequently the Articles of Association of the Company were changed to appoint the Chief Executive of the Syndicate as an additional director, in order to facilitate the Company's administration. For the last three years two Syndics, in addition to the University Treasurer, have served as Directors of OCR. In 1998 the regulations for the Local Examinations Syndicate were also amended to include provision for the Syndicate to co-opt two members, thus expanding the total membership from ten to twelve. Two of the RSA appointees on that Board have been co-opted onto the Syndicate under this regulation.

7. More recently, at the suggestion of the Council, the Syndicate have established a Finance Committee, to give more detailed consideration to financial and business matters than has been possible at the Syn-dicate and OCR Board meetings; the Committee's membership is drawn from the Syndicate and the OCR Board. The Syndicate and OCR Board normally meet quarterly, with Finance Committee meetings being held in the intervening months.

8. OCR is a separate legal entity, with its own governing body, yet its work remains closely integrated with that of the Syndicate for a number of essential support services and for financial backing. This interdependence has led to considerable repetition of business between the three committees. In addition, a feeling has emerged amongst those Syndics and OCR Board members who do not serve on all three committees that they were at a disadvantage when decisions were required on complex issues which had implications across the Group's business, and particularly when these arose, and a resolution was sought, between the normal quarterly meetings.

9. The Syndicate have considered other models for a governance structure, with the aim of overcoming the weaknesses outlined above. They have concluded that structures which divide responsibility for different aspects of the UCLES Group's work among different committees which meet at different frequencies are unlikely to resolve the problem. Because of the underlying unity of the Group's work, the Syndicate's preferred solution, which the Council have approved, is to move to a structure where the Syndicate, with a slightly modified membership, would also function as the Board of OCR. The Syndicate would normally be expected to meet ten times a year, and formal meetings of the OCR Board would be held as part of each Syndicate meeting. The more frequent meetings of the reconstituted Syndicate would enable business to be spread more evenly between meetings, so allowing adequate time for consideration of important matters without the need for a separate Finance Committee, and all Syndics would be equally involved.

10. The external members on the Syndicate, the Board of OCR, and the Finance Committee have made a valuable contribution over the last three years to the work of the UCLES Group. The Council and the Syndicate consider the continuing involvement of external members to be essential and wish to increase their number on the reconstituted Syndicate. The interests of the RSA constituency, inter alia, would continue to be recognized in choosing external members.

11. The members of the Syndicate feel that it should remain a relatively small body, in order that effective debate and full involvement of all members can take place. Nevertheless, some increase over the Syndicate's present size appears inevitable in order to accommodate more external members. The Syndicate consider that a majority of members should be drawn from the Regent House (and the quorum should reflect this). With these considerations in mind, the Council propose that the Syndicate's membership should comprise the Vice-Chancellor (or a nominated deputy) as Chairman, the Treasurer (or a nominated deputy), six members of the Regent House appointed by the Council, and six external members appointed by the Council on the nomination of the Syndicate, a total membership of fourteen. The external members would be selected to include persons with experience and expertise in education, training, and business matters relevant to the work of the Syndicate in the United Kingdom and overseas. The Syndics would be the directors of OCR together with the Chief Executive of the Syndicate, who would continue as a director (but would not be a Syndic), in order to facilitate the formal administrative work which must be undertaken in the name of the Company. It is expected that one of the Syndics will be nominated as the Chairman of OCR.

12. OCR has two major committees, a Standards Committee (to satisfy the requirements of its regulator, the Qualifications and Curriculum Authority), and a Qualifications and Policy Committee (to engage a wider audience from educational interests in the UK than is possible on the Syndicate or the Board of OCR itself). These two committees would be retained, with slightly modified memberships to expand further the external representation, in order to compensate for the reduction in the number of external members on the Board of OCR.

13. The Syndicate have consulted the RSA, which has agreed to support the changes now proposed and to enter into a Supplemental Agreement to vary the terms of the Agreement between the RSA and the University dated 7 January 1998.

14. The changes proposed in this Report require amendments to the regulations for the Local Examinations Syndicate. The opportunity is taken to propose certain other amendments to Regulation 3 (to increase the number of members of the Syndicate on an Advisory Council from two to three); to Regulations 6 and 8 (to reflect the fact that no appointments have been made to University Offices in the Syndicate since 1995, when new staffing arrangements (Reporter, 1993-94, p. 212) were introduced and that there is now only one University Officer on the staff of the Syndicate). In addition the regulations for the appointment of Secretaries and Assistant Secretaries of certain Boards and Syndicates, are amended to remove the reference to the Local Examinations Syndicate.

15. The Articles of Association of OCR will require amendment to reflect the new membership, and the arrangements for appointment. A copy of the pro-posed revised draft Articles and a copy of the draft Supplemental Agreement with the RSA are available for inspection in the University Registry.

16. The Council consider that this revised constitution will strengthen the governance of the Local Examinations Syndicate and OCR and, at the same time, will streamline the conduct of business. Although, under the proposed arrangement, some Syndics and OCR Board members will attend more meetings, others will attend the same or fewer. However, all should gain by a more frequent pattern of meetings in which all Syndics are equally involved in all aspects of the Group's business.

17. The Council recommend:

I. That the regulations for the Local Examinations Syndicate (Statutes and Ordinances, p. 135) be rescinded and be replaced by the regulations set out in the Schedule to this Report.

II. That, subject to the approval of recommendation I the present Syndicate be discharged as from 1 October 2001, and that not withstanding Regulations 1 and 4 the appointing bodies for members in classes 1(c), 1(d), 4(b), 4(c), and 4(d) be authorized to appoint members of the Syndicate and the Advisory Councils to serve from 1 October 2001 as follows: under Regulation 1(c) and 1(d) three members until 31 December 2003, and three until 31 December 2005; under Regulation 4(b) three members until 31 December 2003; under Regulation 4(c) two members until 31 December 2002, and two until 31 December 2003; and under Regulation 4(d) ten members until 31 December 2002, and ten members until 31 December 2003.

III. That Regulation 1 of the regulations for the appointment of Secretaries and Assistant Secretaries of certain Boards and Syndicates be amended by deleting the words 'and the Local Examinations Syndicate' at the end of the regulation.

14 May 2001    ALEC N. BROERS, Vice-Chancellor    GORDON JOHNSON          M. D. MACLEOD
  A. J. BADGER DONALD LAMING J. M. R. MATHESON
  C. R. J. BAILEY IAN LESLIE G. A. REID
  JOHN BOYD A. M. LONSDALE JEREMY SANDERS
  MAT COAKLEY C. LUDLOW LIBA TAUB
  PETER GODDARD D. W. MACDONALD R. E. THORNTON
  D. A. GOOD

SCHEDULE

Local Examinations Syndicate

1. The Local Examinations Syndicate shall consist of:

(a) the Vice-Chancellor (or a duly appointed deputy) as Chairman;
(b) the Treasurer or a deputy appointed by the Treasurer;
(c) six members of the Regent House appointed by the Council;
(d) six members appointed by the Council on the nomination of the Syndicate who shall include persons with experience and expertise in education, training, and business matters relevant to the work of the Syndicate;

Members in classes (c) and (d) shall be appointed in the Michaelmas Term to serve for four years from 1 January following their appointment.

2. There shall be the post of Chief Executive of the Syndicate. The Chief Executive shall act as Secretary of the Syndicate. The duties of the Chief Executive shall be determined by the Syndicate.

3. No business shall be transacted at any meeting of the Syndicate unless five members are present, of whom at least three are members in classes (a), (b), and (c).

4. There shall be such number of Advisory Councils as the University Council may from time to time approve on the advice of the Syndicate. The function of an Advisory Council shall be to advise and assist the Syndicate in their work. The membership of each Advisory Council shall consist of:

(a) a Chairman who shall be the Chairman of the Syndicate or a deputy appointed by the Chairman;
(b) three members of the Regent House appointed by the Syndicate from among the members of the Syndicate in class (c);
(c) not more than four other members of the Regent House appointed by the Syndicate;
(d) not more than twenty persons appointed by the Syndicate, who shall include persons with experience relevant to the work of the Advisory Council concerned.

Members in classes (b), (c), and (d) shall be appointed in the Michaelmas Term to serve for two years from 1 January following their appointment.

5. If a member of an Advisory Council in class (b) ceases to be a member of the Syndicate he or she shall thereupon cease to be a member of the Advisory Council concerned.

6. The Secretary of the Syndicate or a deputy appointed by the Secretary shall act as Secretary of each Advisory Council established under Regulation 4.

7. There shall also be a University office of Principal Assistant Secretary. The office shall be suppressed when it next falls vacant. The duties of the office shall be determined by the Syndicate.

8. Appointments and reappointments to the post of Chief Executive of the Syndicate shall be made by a Committee specially constituted on the occasion of each appointment or reappointment. Such a Committee shall consist of:

(a) the Vice-Chancellor or a duly appointed deputy;
(b) the Chairman of the Syndicate;
(c) three persons appointed by the Council;
(d) three persons appointed by the Syndicate;

The Registrary shall act as Secretary of the Committee.

9. The primary work of the Syndicate shall be the conduct and administration of examinations in schools and for persons who are not members of the University, including the fixing of fees, the issue of syllabuses, and the appointment and payment of Examiners.

10. Subject to the approval of the Council, the Syndicate shall be authorized to establish one or more companies registered under the Companies Acts with limited liability, either wholly-owned by the University or, if charitable, of which the University is the sole member, and to transfer part of its work to such company or companies. The Syndicate shall act on behalf of the University in relation to the affairs of such company or companies, except that those members of the board or governing body of each company whose appointment is the responsibility of the University shall be appointed by the Council on the nomination of the Syndicate.

11. Without prejudice to the generality of Regulation 9, the Local Examinations Syndicate shall be authorized to exercise in the name of the University in relation to the affairs of the Syndicate the following powers (being powers which for the avoidance of doubt it is desirable to mention expressly) namely:

(a) to co-operate with the Department for Education and Employment, associations of teachers, and other bodies in Great Britain in the provision of examinations, and to issue certificates to successful candidates;
(b) to co-operate with educational authorities and other bodies overseas in the provision of examinations and to issue special certificates;
(c) to make arrangements for the inspection of schools on application by the school authorities;
(d) to conduct special scholarship and other examinations, primarily intended for persons who are not members of the University, such as examinations for Certificates of Proficiency in English and other modern languages, and to co-operate with other bodies for such purposes;
(e) to administer under Ordinance or Grace or when requested by the Council such scholarship and prize funds as may be or have been established from benefactions to the University and to award any such scholarship or prize;
(f) to make donations from time to time, subject to the approval of the Council, to the Cambridge Commonwealth Trust, the Cambridge Overseas Trust, and other trusts established by the University to raise funds for the support of students from overseas studying in the University;
(g) to bring, defend, and conduct on behalf of the University any legal proceedings in connection with the affairs of the Syndicate, provided that before instituting such proceedings they shall notify the Vice-Chancellor of their intention so to do; and they shall also notify the Vice-Chancellor, as soon as circumstances permit, of any legal proceedings threatened or brought against the University in connection with the affairs of the Syndicate;
(h) in the name of the University to engage persons for employment in the service of the Syndicate, to determine their salaries and pensions, and to prescribe the conditions of their service, provided that the scheme for the structure of salaries, for pension arrangements, and for conditions of service of staff shall be subject to the general approval of the Council;
(i) to do anything, subject to the provisions of Ordinances, which is calculated to facilitate, or is conducive to or incidental to, the discharge of any of their functions prescribed by these regulations.

12. The Syndicate shall make an Annual Report to the Council to which shall be appended the audited Annual Accounts of the Syndicate.

13. In any year in which the audited accounts show a sufficient balance the Syndicate shall pay over to the University Chest such a proportion of the balance as shall be agreed upon between the Syndicate and the Council.


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Cambridge University Reporter, 16 May 2001
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