Note and Determination by the Rt Hon Lord Keen of Elie PC KC

in re

APPLICATION BY THE RECTOR FOR RECONSIDERATION OF A DECISION OF THE UNIVERSITY COURT OF THE UNIVERSITY  OF ST ANDRREWS OF  9TH JANUARY 2026

 

INTRODUCTION

On 11th February 2026 I received a Report from the senior lay member of the University Court of the University of St Andrews (“the Court”) with respect to a decision made at a Special Meeting of the Court on 9th January 2026. The decision implemented a recommendation of the Governance and Nominations Committee of 18th December 2025 that the Rector of the University should be dismissed as a member of the Court.

 

THE RECTOR OF THE UNIVERSITY

The Universities (Scotland) Act 1858 provides in terms of section 4 that,

“the rector shall be the ordinary president”

of the University Court (“the Court”).

The Universities (Scotland) Act 1889 provides in terms of section 5(5) that,

“the rector.....shall preside at meetings”

of the Court.

The Universities (Scotland) Act 1966 provides in terms of section 2(1) and Schedule 1 Part 1 (a) that the constitution of the Court includes the Rector. Section 3(1) of the 1966 Act stipulates that the Court has the powers specified in Schedule 2 of the Act, which are to be exercised by Ordinance. Schedule 2 paragraph 1 of the Act specifies that the Court has the power to amend (by Ordinance),

“the composition, powers and functions of the court”.

The Higher Education Governance (Scotland) Act 2016 provides in terms of section 1 (2) (c) that the senior lay member (“SLM”) of the Court has,

“responsibility for...the leadership and effectiveness of the governing body”.

The 2016 Act does not amend the provisions of the 1858 Act and the 1889 Act whereby the Rector shall preside at meetings of the Court.

Ordinance 132 of the Court dated 5th April 2019, promulgated under the power specified in section 3(1) and Schedule 2 paragraph 1 of the 1966 Act, confirms that the Rector shall be a member of the Court.

Ordinance 132 does not make any amendment to the powers and functions of the Rector.

The University of St Andrews Court Members Handbook (“the Handbook”) provides at section 2.5 that the Rector shall preside at meetings of the Court.

The Handbook provides at section 2.3 that,

“The primary roles and responsibilities of Court are focused upon three major issues. These are strategy,  taking the major decisions affecting the University, and governance.”

 

RECTOR AND THE COURT

It follows from the foregoing that the Rector shall continue to preside at meetings of the Court. The scope and application of this statutory authority must be interpreted consistently with the statutory responsibility of the SLM for the leadership and effectiveness of the Court, as provided for in the 2016 Act.

The Scottish Code of Good Higher Education Governance 2023 (“the Code”) provides guidance as to how the respective roles of the Rector and SLM may be reconciled. (As explained further below, the Scottish Funding Council requires as a condition of funding that Scottish Universities should adhere to the Code or disclose the reasons for any departure from the Code). Paragraph 77 of the Code provides that the exact interpretation of the Rector’s role is a matter for agreement by the Court with that agreement set out clearly in a protocol the content of which should be published and made clear to candidates for the post of Rector.

The provisions of such a protocol cannot conflict with the statutory right of the Rector to preside at meetings of the Court. Nor may it conflict with the statutory responsibility of the SLM for the leadership and effectiveness of the Court.

 

PROTOCOL

I am advised that pursuant to the guidance provided in the Code (albeit possibly an earlier edition than 2023) the Court agreed such a protocol the terms of which are reflected in sections 2.6 and 2.7  of the Handbook. I am further advised (letter of 3rd October 2025 from the Principal to the Scottish Funding Council) that,

“Agreeing to comply with the protocol is a specific requirement of any candidate wishing to seek nomination for election as Rector”.

Sections 2.6 and 2.7 provide that the Rector has the role of President of the Court but the SLM chairs those items of business concerned with policy, resources, accountability and performance review.

In my opinion there is nothing in the foregoing protocol that conflicts with the statutory authority of the Rector provided for by the 1858 Act and the 1889 Act. Nor does the protocol conflict with the statutory responsibility of the SLM in terms of the 2016 Act. The consequence of the protocol is to leave the Rector with a rather formal constitutional role as President of the Court. That is a consequence of having to reconcile the historic role of the Rector with the statutory responsibilities imposed on the SLM by the 2016 Act. The role of the Rector is not entirely formal. I would refer for example to the provision set out at the third bullet point of section 1.9 of the Handbook.

 

MOTION OF 17TH OCTOBER 2025

On 17th October 2025 the Court approved and passed a motion which confirmed the existing operating procedures for the Court.  The motion was in four paragraphs (see Inventory p.107) the terms of which are consistent with the proper and lawful conduct of the Court as referred to above.

 

COLLECTIVE RESPONSIBILITY

The Forward to the Code at page 6 provides that,

“As part of the wider legal framework, the Scottish Funding Council requires institutions to comply with principles of good governance as a condition of a grant of public funding. This Code sets out an appropriate set of principles for this purpose....

If an institutions practices are not consistent with particular obligations or expectations of the Code, the reasons of that conclusion must be notified to the Scottish Funding Council....”

The Further and Higher Education (Scotland) Act 2005 established (by replacement of an earlier body) The Scottish Further Education Funding Council (normally referred to as the Scottish Funding Council or SFC) to provide funding for higher education institutions.

The SFC Financial Memorandum with Higher Education Institutions states at Part 1 Paragraph 17 that,

“SFC requires the governing body to comply with the principles of good governance set out in the Scottish Code of Good Higher Education Governance”.

The Code provides guidance on the responsibility of members with respect to the decisions of the Court.

Chapter 3 of the Code provides that,

“Governing body members must take collective responsibility for the governing body’s decisions”.

Paragraph 25 of the Code provides that,

“As Scottish HIE’s are registered charities, the members of the governing body are charity trustees and must put the charitable purpose(s) of the institution before their own interests or those of any other person or organisation, including those responsible for their appointment, election, or membership of the governing body through another appropriate route”.

Paragraph 27 of the Code provides that,

“All governing body members are collectively and equally responsible for ensuring that the charity fulfils its charitable purpose(s) and are accountable for all the governing body’s decisions.”

The Handbook refers to the Charities and Trustees Investment (Scotland) Act 2005 and to the OSCR Guidelines for Charity Trustees. At section 3.6 the Handbook provides that,

“Charity trustees as a body are collectively or corporately responsible for all the activities of the charity....

If a charity trustee fails in his or her duty, it is the obligation of the other trustees to take reasonable steps to ensure that the misconduct is rectified and not repeated. They also need to ensure that anyone guilty of serious or persistent misconduct or breaches of their duties no longer remain a charity trustee.”

 

POSITION ADOPTED BY THE RECTOR

It is clear from the correspondence that has passed between the Rector and the SLM that the Rector has not accepted that her authority to preside over the business of the Court must be consistent with the requirements of section 2.6 and 2.7 of the Handbook. One material consequence has been the express refusal of the Rector to be bound by collective responsibility in respect of the decisions of the Court. I refer in particular to her e mail of 17th November 2025 in which she insists that there is no collective responsibility binding on the Rector in respect of the decisions of the Court. I draw attention to the entirety of that communication but quote the following extract which refers to the meeting of the Court which passed the motion of 17th October 2025:

By the time of the October meeting, I had already taken clear and deliberate steps to correct the governance failures I had identified. I asserted my statutory right to chair Court, presented the legal basis

on which the Court Handbook is unratified and ultra vires, and ruled the motion in question incompetent on the grounds that a Court cannot override primary legislation. Instead of being respected as Chair, as

statute requires, my rulings were ignored. Members of Court spoke over me, and non-members, including the Court Office Secretary, intervened directly and inappropriately in the proceedings, even attempting to contradict my ruling on competence. In that moment the proceedings ceased to be lawful. As Chair, I had a duty not to legitimise an ultra vires process. I therefore refrained from engaging substantively further,while remaining present so that the Senior Lay Member could not claim to act on the basis of my“absence.” That was not disengagement; it was the only lawful and constitutionally responsible course of action available to me.

You suggest that, because I was present at meetings where the draft Ordinances were discussed and later approved for consultation, I now share “collective responsibility” and should refrain from challenging the

proposals. There is no basis for this. No doctrine of Cabinet-style collective responsibility exists in theUniversities (Scotland) Acts, the Charities and Trustee Investment (Scotland) Act 2005, or in any governance instrument binding on the Rector.

 

REPORT FROM SLM

On 11th February 2026 I received a Report from the SLM on the dismissal of Stella Maris (the Rector) as a member of the Court and therefore as a trustee of the University of St Andrews charity (“the Report”). The Report records a decision at a Special Meeting of the Court on 9th January 2026 to implement a recommendation of the Governance and Nominations Committee (“G&N”) of 18th December 2025 to dismiss the Rector as a member of the Court and as a trustee of the charity. The Report was accompanied by an Inventory of Documents. One of those documents, namely the Minutes of the meeting of the Court on 9th January 2026, contained redactions. I asked that those redactions should be removed. The Inventory now contains the unredacted version of those Minutes.

The Report sets out a case for the decision to remove the Rector from the Court. Reference is made in particular to Chapter 3 of the Code which states that governing body members must take collective responsibility for the governing body’s decisions and to paragraph 29 of the Code which provides that,

“The governing body acting as a whole, has the power to remove any member of the governing body from office.”

It is necessary to consider the statutory requirements for the exercise of such a power. These can be found in section 13(1) of the 2016 Act which provides that,

“Rules made by the governing body of a higher education institution may contain provision about the procedure for the resignation or removal of -

  • the person appointed to the position of senior lay member of the governing body,
  • the other persons within the membership of the governing body.”

This is a permissive provision.

The rules made by the Court pursuant to section 13(1) of the 2016 Act with respect to the removal of persons from the governing body are to be found in the Handbook at section 1.10 .   

I am satisfied that the resolution made by the Court at the Special Meeting of the Court on 9th January 2026 to dismiss the Rector, Stella Maris, as a member of the Court and therefore as a trustee of the University of St Andrews charity was competent.

 

RECONSIDERATION OF DECISION OF THE COURT

Section 1.10 of the Handbook confers upon the Rector the right to have the resolution of the Court reconsidered or quashed. On 23rd January 2026 the Rector intimated a request for the resolution to be reconsidered or quashed.

On 18th February 2026 the Report from the SLM was served on the Rector, together with the Inventory of documents. I requested that if the Rector wished to respond to the Report and the resolution of 9th January 2026 she should do so in writing within 14 days. I advised that after that date I would proceed to reconsider or quash the resolution of the Court of 9th January 2026.

 

COLLECTIVE RESPONSIBILITY

The correspondence between the Rector and the SLM which has been disclosed to me in the Inventory identifies a number of issues that have developed with respect to the conduct of the business of the Court.  However I am required to address one issue, namely the refusal of the Rector to accept that as a member of the Court she is bound by collective responsibility with respect to the decisions of the Court and the consequent decision to remove her from the Court.

The issue submitted to me for consideration appears to stem from the refusal of the Rector to recognise that her role with respect to the Court has developed since the 1889 Act and her consequent refusal to accept that the role of Rector is properly reflected in sections 2.6 and 2.7 of the Handbook. This appears to have prompted her refusal to be bound by collective responsibility with respect to the decisions of the Court. This would place the Rector in breach of her obligations as a member of the Court and charity trustee. In my opinion this state of affairs is clearly detrimental to the good governance of the University.

 

SUBMISSION ON BEHALF OF THE RECTOR

On 4th March 2026 I received a detailed written submission for the Rector together with an Appendix of seven documents. It is clear from the submission that the Rector has now taken legal advice with respect to her position as Rector on the Court; the proper conduct of the Court and the matter of collective responsibility. I refer in particular to the terms of the submission at Paragraph 4 (1) and 4 (5); and Paragraphs 70 to 75. The Rector now expressly acknowledges and accepts that, contrary to the position she previously adopted with respect to the proceedings of the Court, she will be bound by collective responsibility and by the decision of 17th October 2025 and will comply with the decision of 17th October 2025 in full unless and until it is reconsidered. At Paragraph 21 the Rector offers to make a statutory declaration or sworn statement confirming her position.

 

CONCLUSION

The decision to remove any member of the Court is a matter that requires careful consideration. The decision to remove the elected Rector from the Court is a step which should only be taken if no other reasonable option is available to preserve the good governance of the University.

For the reasons set out in this Note I consider that the current role of the Rector as a member and President of the Court is properly expressed in the protocol set out at sections 2.6 and 2.7 of the Handbook and that the Rector is bound by collective responsibility with respect to the decisions of the Court both as a member of the Court and as a charity trustee. If the Rector is now willing to accept the foregoing and provide an unqualified undertaking that she will adhere to this position for the remainder of her term of office as Rector then I would quash the decision of 9th January 2026. If the Rector is not prepared to provide such an undertaking then I conclude that the Rector should be dismissed from membership of the Court and removed as a charity trustee.

I will allow the Rector seven days from the service of this Note to provide the appropriate undertaking, which must be in the following terms:

I accept that as a member of the Court of the University of St Andrews while holding the office of Rector of the University I am bound by collective responsibility with respect to all decisions of the Court. I accept and will comply fully with the motion of the Court dated 17th October 2025 unless or until that motion is reconsidered, appealed or amended.

I do not consider it necessary for there to be a statutory declaration or sworn statement. The undertaking should be addressed to the Court in writing and signed by the Rector. It should be intimated to the Chief Legal Officer of the University. In the absence of that undertaking being given within the period specified I will confirm and make final my decision that the Rector should be dismissed from membership of the Court and removed as a charity trustee.

 

THE RT HON THE LORD KEEN OF ELIE KC

5th March 2026 

DETERMINATION BY THE RT HON THE LORD KEEN OF ELIE PC KC

WITH RESPECT TO THE RECONSIDERATION OF A DECISION MADE AT A SPECIAL MEETING OF THE COURT OF THE UNIVERSITY OF ST ANDREWS ON 9TH JANUARY 2026 TO DISMISS THE RECTOR OF THE UNIVERSITY OF ST ANDREWS AS A MEMBER OF THE COURT AND AS A TRUSTEE OF THE CHARITY

For the reasons set out in my Note of 5th March 2026 [the terms of which are incorporated herein brevitatis causa] and having received what I consider to be an appropriate undertaking from the Rector I hereby quash the decision of the Court to dismiss the Rector as a member of the Court and as a charity trustee.

THE RT HON THE LORD KEEN OF ELIE PC KC