Responsible Investment Advisory Group Remit

Terms of Reference

1 Purpose

To advise on the University’s approach to responsible investment, enabled through oversight of the Responsible Investment Policy, working closely and collaboratively with the Investment Committee.

2 Remit

2.1 To advise on the implementation and development of the Responsible Investment Policy as it relates to the University’s Endowment Fund, liaising with the Investment Committee and submitting advice to the Policy and Resources Committee. 

2.2. To oversee a public list of any exclusions or conditions relating to investments in the Endowment Fund, liaising with the Investment Committee and informed by the Responsible Investment Policy.

2.3 To review the Responsible Investment Policy and the representations process within it on a regular basis and, liaising with the Investment Committee and reporting via Policy and Resources Committee, to recommend to the University Court any proposed changes.

2.4 To provide advice on specific responsible investment issues upon request from the University Court, Policy and Resources Committee, Investment Committee, University Executive or relevant senior executive staff. 

2.5 Following the representations process outlined in the Responsible Investment Policy, to receive and consider any submissions on responsible investment matters that meet the criteria set out in the Responsible Investment Policy. To publish the Group’s response to submissions that meet the criteria within the Responsible Investment Policy’s representations process.

2.6 To review any external reporting on responsible investing, such as United Nations Principles of Responsible Investment reporting, liaising with the Investment Committee.

3 Composition

3.1 The Group shall consist of not more than eight members.

3.2 The Provost, the Director of Social Responsibility and Sustainability and the President of the Students’ Association shall be ex officio members of the Group.

3.3 The other members of the Group shall consist of: one member of staff of the University (either a staff member with relevant expertise or a staff member of the University Court) and the remaining (at least one of whom shall also be a member of the Investment Committee) to be lay members of the University Court or external to the University Court and the University.

3.4 The Governance and Nominations Committee shall appoint members of the Group.

3.5 When making appointments the Governance and Nominations Committee shall have regard to the requirement for the Group to have expertise in responsible investment and to work closely with the Investment Committee in providing advice to the Policy and Resources Committee and the University Court, understanding the context and responsibilities of the University Court and its committees.  

3.6 The Governance and Nominations Committee shall consult with the Convener of the Group and with ex officio staff members on suitable external members.

3.7 The term of office for those who are also members of the University Court will be no longer than their membership of Court and will be for a maximum of three years.

3.8 The term of office for the remaining members appointed by Governance and Nominations Committee will be for a maximum of three years.

3.9 Members appointed by Governance and Nominations Committee are eligible for re-appointment up to a normal maximum of three consecutive terms of office or until the end of their ex officio role or University Court membership, as relevant.

3.10 The Governance and Nominations Committee shall appoint the Convener of the Group, who shall be a lay member of the University Court or an external member.

3.11 All members are expected to comply with the Code of Conduct for Members of the University Court and its Committees/Groups and declare any interests which may conflict with their Group responsibilities.

3.12 Senior Officers of the University may be in attendance at meetings, with the prior agreement of the Convener.

3.13 Other individuals from within or out with the University may also be invited to attend meetings from time to time to provide information on specific items on the agenda, with the prior agreement of the Convener.

4 Meetings

4.1 The Group will meet as required to fulfil its remit at least two times each academic year. Meetings may be held in person or virtually by the means of videoconference, teleconference or other means. Members are expected to attend wherever possible. With the prior approval of the Convener urgent matters may be considered through correspondence.

4.2 Meetings will be timetabled on an annual basis and will take account of the schedule for Policy and Resources Committee and Investment Committee meetings to ensure appropriate reporting.

4.3 Minutes, agendas and papers will normally be circulated to members and those in attendance at least five working days in advance of the meeting. Late papers may be circulated up to two days before the meeting. Only in the case of urgency and with the agreement of the Convener will papers be tabled at meetings of the Group. Those invited to attend for a specific item will be issued with papers appropriate to their reason for attendance.

4.4 Non-contentious or urgent matters not on the agenda may be considered at a meeting subject to the agreement of the Convener of the meeting and the majority of members present.

4.5 Four members of the Group shall be a quorum. This number must include at least two lay or external members, one of whom shall be appointed Convener by the majority of members present for the duration of the meeting should the Convener not be present. In the event of a split decision, the Convener shall have both a deliberative and casting vote.

4.6 A formal minute will be kept of proceedings and submitted for approval at the next meeting of the Group. The draft minute will be agreed with the Convener prior to circulation and in the case of the absence of the Convener at a meeting the member appointed to act as Convener for the duration of that specific meeting.

5 Other

5.1 The Group will from time to time undertake a review of its own terms of reference, performance and effectiveness and report thereon to Policy and Resources Committee

5.2 In order to fulfil its remit the Committee may obtain external professional advice as necessary, to be agreed in advance with the relevant University budget holder.

5.3 A report of each meeting will be provided to the subsequent meeting of Policy and Resources Committee.

5.4 An annual report on the Committee’s activities will be submitted to Policy and Resources Committee and the University Court and made publicly available following approval by the University Court. 

5.5 To undertake such other responsibilities as Policy and Resources Committee may determine.

5.6 The membership of the Group will be published.

Approved by the University Court, 28 April 2025