Terms of reference

The Council is the Governing Body of the School and is the body exercising all the functions of, and being for the purposes of the Companies Act 1985 and the Articles of Association of the London School of Economics & Political Science, the Board of Directors of the Company.

Subject to the provisions of the Companies Act 1985, the Memorandum and Articles of Association of the School and to any directions given by special resolution, the business of the Company is managed by the Council.

Council may exercise all the powers of the Company, save for the following powers which, (in addition to and without limiting any rights and powers conferred on Governors by the Act or by any other provisions of the Articles of Association), shall be exercised by the Court of Governors:

(a) the admission of new Governors of the Company in accordance with Article 2.1

(b) the election of members of the Court of Governors, including the Chairman and Vice-Chairmen of the Court of Governors

(c) the appointment of such committees of the Court of Governors as the Court of Governors may from time to time deem appropriate

(d) the appointment of Council members in accordance with Article 10

(e) any amendment to the Memorandum and Articles of Association of the Company

(f) the appointment of the Company's External Auditors

(g) the removal of any Council member in accordance with Section 303 of the Companies Act

No prior act of Council is invalidated by any alteration to the Memorandum & Articles or by any such direction if that prior act would have been valid had that alteration had not been made or that direction given. The powers given by this regulation shall not be limited by any special power given to Council by the Articles. A meeting of Council at which a quorum is present (ten members of whom at least six shall be lay governors) may exercise all the powers exercisable by Council.

The Council may, by power of attorney or otherwise, appoint any person to be the agent of the Company for such purposes and on such conditions as they determine, including authority for the agent to delegate all or any of his powers.

The Council may, subject to the provision of Article 9, delegate any of its powers to any committee consisting of one or more Council members or other persons: the Council shall not however delegate the following matters:

(a) decisions concerning the determination of the educational character and mission of the Company

(b) final approval of the annual estimates of income and expenditure for the Company

(c) ensuring the solvency of the Company and the safeguarding of its assets

(d) any other matters which are exercised by or require the approval of the Court of Governors

References to the Articles are based on the New Articles of Association of the London School of Economics & Political Science adopted by Special Resolution passed on 9 December 1999.

The Memorandum and Articles may be consulted on the LSE website Governance, Legal and Planning

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