Background
Once most of the world’s best universities were in Europe
• Governing board members drawn from within
• Many board members
• Rectors and Deans elected
Now they are in the US
• Governing board composed of external members almost exclusively
• Limited number of board members
• Corporate approach to governance and management
• President and Deans appointed
European Governance Trends
• Influenced by US
• External membership of governing boards increasing
• Corporate approach to governance and management being introduced
European Reform
Denmark and Finland have led the way with radical reform of university governance.
In 2003 Denmark enacted legislation designed to modernise university governance and management ,
• Size of governing authority (Board) limited to 11 members
• External majority (6 members)
• US corporate approach to governance and management
o Board appoints and dismisses Rector
o Rector appoints and dismisses Deans
o Deans appoint and dismiss Department Heads
Finland followed in 2009 with a view to introducing similar reforms. (Some were frustrated by a successful legal challenge)

Danish University Reform, 2003
• Denmark has eight universities – They operate under the 2003 University Act.
• Under the 2003 University Act, the status of the universities changed from government institutions to “independent institutions under public-sector administration”.
• The aim of the 2003 Act is to strengthen
o teaching
o research
o knowledge exchange
based on a strengthening of the institutional framework of the universities.
• The aim of the Act is to increase the universities’
o prioritisation
o decision making capacity
within a framework where academic self-government is maintained while ensuring that the universities remain independent of special interests.

The Danish University Board
• The Board is the highest authority of the university.
• The tasks of the Board comprise among others:
o Approving the university’s budget
o Approving the accounts
o Entering into a development contract with the Minister
o Employing and dismissing the rector.
• The Board has no authority in individual cases regarding other employees of the university or students.
• The Board comprises a majority of external members, i.e. persons who are not employed within the university.
• The Board elects a chair from among its external members.
• The internal members of the Board are elected by and from the academic staff of the university, including PhD students, the technical and administrative staff and the students.
• The external members are selected on the merit of their personal qualifications.
• The board members are appointed for a period of four years (students for a one-year term).
• The external members may be re-appointed to serve an additional four-year period.
• The University Act stipulates that, together, the members of the Board must contribute to the promotion of the university’s strategic aims to ensure a composition of the Board which is so broad-based as to avoid a one-sided representation of specific competencies, interests and experience.
• Rector, Pro-Rector and the University Director participate in board meetings as observers.

External Board Members
• The external members are selected on the merit of their personal qualifications. (See Appendix A for an example of the profile of those external members selected for the board of one Danish university)

An amendment to the Danish Universities Act will come into force in 2012. It stipulates that the selection process for external board members be undertaken by two separate committees
1. Nomination Committee
2. Appointment Committee
There is some flexibility for individual universities in determining membership of the committees. It is understood from the leadership of one particular Danish university that the process is likely to proceed as follows
• The Nominations Committee is likely to be composed of the Board itself, which will receive candidatures, discuss these and nominated candidates to the Appointment Committee for selection.
• The Appointment committee is likely to be composed of the chairman of the Board together with two external representatives appointed by the Board of the European Consortium of Innovative Universities (ECIU) and the Board of the university’s Alumni Association.

Governance of Irish Universities

Current Situation
The 1996 Irish Universities Act was intended to introduce reforms to the governance of Irish universities, however due to circumstances in the Oireachtas (the Government lacked a Seanad majority) significant amendments were introduced at the insistence of university senators. Governance structures of Irish universities diverge from best practice in the US and in EU countries, such as Denmark and Finland, where reforms have been introduced.
Characteristics of Irish university governance requiring attention
• A majority of membership is internal
• Membership is large (ranging from 25 at DCU to 41 at UCD)
• Most members are unlikely to have prior experience of corporate governance

Proposed Reform of Irish University Governance
Introduce reforms based on university governance reform experience in Denmark, Finland and on US best practice in public universities
Proposed Composition of University Governing Authority Board
Board of 11 members (6 external)
Five Internal members
• The chief officer
• One member of the academic staff of the university who is a Professors or Associate Professor, elected by such staff
• One permanent, full-time member of the other academic staff of the university elected by such staff
• One permanent, full-time employee of the university who is not a member of the academic staff of the university elected by such staff
• One student of the university who is an elected officer of the Students’ Union or other student representative body in the university recognised by the Board

Six External members
• External members are selected on the merit of their personal qualifications and expertise and chosen so as to ensure that the overall composition of the Board is sufficiently broadly based and balanced that it is in a position to address the university’s strategic goals.
• Selection Process:
o As specified for introduction in Denmark in 2012
o Nomination Committee and an Appointment Committee established by the Board.
o Chair and majority of Appointment Committee membership external.

Chair
• Elected by the Board from external members

Term
• 4 years
o renewable for a further 4 years in the case of external members
o confined to one year in the case of the student member
• Staggered terms

Terms of Reference
• Based on Danish legislation
Composition of First Boards
• Composition of first Boards determined by a Commission appointed by Ministry for Education and Skills and composed of
o The chief officer
o One nominee of outgoing Governing Authority
o Chair of HEA
o Chair of Forfas
o Chair of Arts Council
• Commission chaired by external member elected by Commission

APPENDIX A

External Board Members, Aalborg University, Denmark

Lars Bonderup Bjøn (Board Chairperson)

Lars Bonderup Bjørn (1969-) is the owner of the company Thaleia through which he owns the printing house Norhaven and 40% of the electric vehicle firm Afuture EV, among others. His main occupation is to be a board member of a number of public and private enterprises focusing on great changes. He is a Master of Science in Economics and Management and holds a PhD degree in management and organisation from Aarhus University, 1993, 1997. Lars Bonderup Bjørn was previously managing director of the boiler manufacturer Aalborg Industries and the engine and turbo manufacturer MAN Diesel – two of Denmark’s global enterprises. Lars Bonderup Bjørn is the author of a number of books and articles on management change, strategy and organisation. He has taught at the universities in Aarhus and Aalborg.
Birgitte Possing (Deputy Chairperson)

Birgitte Possing (1952 -) is a Doctor of Philosophy and since 2004 senior researcher at the Danish National Archives. She holds an MA in History and Ethnography and has been associated as a researcher and lecturer to the Universities in Aarhus, Aalborg, Southern Denmark, Roskilde and Copenhagen, where she has also acted as external examiner since 1980.From 2000-2004 Birgitte Possing was Director of the Danish Institute for Advanced Studies in the Humanities. She also has a background as chairperson of the research committee of the Danish Ministry of Culture, and as director of research at the National Museum of Denmark and head of department at the Royal Danish Library.
In addition, Birgitte Possing has published a number of books and articles and worked for two decades as a reviewer of historical literature in the newspapers Politiken, Weekendavisen, Berlingske Tidende and as a columnist in Information. She also holds a number of honorary offices and memberships, e.g. as vice-president of the commission behind Kvindebiografisk Leksikon (encyclopaedia on women’s biographies), Weilbach’s Danish Lexicon of Artists and the board of the Danish Polar Centre, and member of the board of the N. Zahle’s School, San Cataldos Venner and member of the Council on Future Studies. In 2004 she received the Einar Hansen Research Foundation prize awarded to ‘outstanding cultural personalities within the Oresund region’, and on an earlier occasion she was the recipient of the national newspaper Weekendavisen’s literary prize.
Ann-Helén Bay

Ann-Helén Bay (born 1958) is Director of the Institute for Social Research (ISF) in Oslo. She is Doctor of Political Science and has a career as researcher and director of research in the fields of welfare policy, opinion and policy development. She has taught at a.o.Oslo University College. For a number of years Ann-Helén Bay has been engaged in the development and administration of Norwegian education and research policy. She is a member of the steering group of the Research Council of Norway for evaluation of the NAV reform (the work and welfare administration in Norway, nationally and locally. She has been a member of a subject planning group for Norwegian political science appointed by the Research Council of Norway and has in 2010 been a member of a reference group for a merger of Oslo University College and Akershus University College in preparation for university status. Ann-Helén Bay is a member of the Scientific Advisory Board for European Social Survey in the European Science Foundation, appointed by the Research Council of Norway. Lars Bonderup Bjørn is the chairman of and member of the boards in very many companies, for a complete list please go to www.thaleia.dk.
Freddy Frandsen

Freddy Frandsen (1944 – ) is a former managing director of Aalborg Industries Ltd., which is the world’s leading producer of marine boilers. He holds an Engineering degree.
Over the years Mr. Frandsen has gained wide experience in international business management and board duties. Fredy Frandsen holds a number of positions of trust, e.g. as chairman of the board of Hans Følsgaard Ltd., deputy chairman of the Følsgaard Fund, board member of Vestas Wind System Ltd., board member of Migatronic Ltd., board member of Peder Nielsen Hardware Ltd., board member of Polaris Management Ltd. (Polaris Private Equity).
Jens Kristian Gøtrik

Since 2007 Jens Kristian Gøtrik (1944 – ) has been managing director of the trade association Medicoindustrien. He holds a Master of Science degree in medicine from Copenhagen University 1972. Medical specialist in Orthopaedic Surgery. Diploma degree in health economics. Jens Kristian Gøtrik has 20 years of management experience from employment in the health sector as clinical director, centre director, hospital medical director, regional health director and director of the Danish National Board of Health. He has gained much experience on board duties from his chairmanships of the Danish Cancer Society, the Kennedy Centre and WHO Europe and as a member of the WHO board. He is also a member of a number of foundation boards. At present Jens Kristian Gøtrik is chairman of the board of ‘Unge & Sorg’ (support organisation for grieving young adults), a member of the board of Filadelfia, and of the board of Execon Ltd. Jens Kristian Gøtrik has held a number of positions of trust in professional associations, e.g. as chairman of the Danish Medical Association and deputy chairman of the Danish Confederation of Professional Associations (AC).Jens Kristian Gøtrik is the author of a number of articles and contributions to books, mainly relating to the organisation of and quality and patient security in the health service administration.
Anne Knudsen

Anne Knudsen (1948 – ) is Chief Editor and Managing Director of Weekendavisen (a Danish weekly newspaper) . She holds an MA and a PhD in Anthropology and is an expert on European culture and European minorities. Anne Knudsen is one of Denmark’s most prominent figures in the cultural debate, which is also reflected in her professional background: TV Host in the news programme Før Deadline (Before Deadline) on the TV channel DR2, Feature Editor in Politiken (a leading Danish newspaper) and commentator and columnist in Weekendavisen.
Anne Knudsen has been associated to e.g. the University of Copenhagen, Aarhus University, Roskilde University and the University of Southern Denmark as researcher and lecturer. She has received numerous awards for her research and book publications. Her academic articles have been translated into eleven different languages. In collaboration with. Lisanne Wilken from Aalborg University’s Academy for Migration Studies in Denmark (AMID), Anne Knudsen has published the book ”Kulturelle Verdener – Kultur og kulturkonflikter i Europa” (”Cultural Worlds – Culture and Cultural Conflicts in Europe”).Other positions held by Anne Knudsen are memberships of the Board of the Danish Foreign Policy Society, the board of representatives of the Danish Institute of International Affairs, the board of representatives of the Danish Cultural Institute and chairmanship of the Danish Institute for Advanced Studies in the Humanities. She is also a member of the jury for the Nordic Council Film Prize and a member of the National Education Authority Committee concerning foreign language teaching.