university for the creative arts board of governorswebdocs.ucreative.ac.uk/bg 2019 07 10 minutes...

Board of Governors 10 July 2019 of 29

University for the Creative Arts Board of Governors

[Redacted] Confirmed Minutes (Restricted to Governors) of the meeting held on Wednesday 10 July 2019 at 2.00pm in the Board Room, Canterbury Campus

Members: Robert Taylor* Independent Governor Chair Pauline Waterhouse*

Independent Governor Deputy Chair

Lesley Adams* Co-opted Staff Governor Patricia Ambrose Co-opted Governor Patrick Bradley Independent Governor Emma Buckby Independent Governor Marie Conte-Helm Independent Governor Colin Holden Academic Board Nominee Amy Kemp-Jones* Student Governor Johnny Luk Independent Governor From item 4 Bashir Makhoul Vice-Chancellor Alan Newton Independent Governor John Oliver Independent Governor Christopher Rachlin Independent Governor Andrew Ramsay Independent Governor Sarah Reardon Independent Governor Tim Savage Co-opted Staff Governor Katie Taylor Student Governor In attendance: Roni Brown Deputy Vice-Chancellor (Academic) Except

items 3 & 18 Alan Cooke Deputy Vice-Chancellor (Corporate Resources) Except

items 3 & 18 David Edwards Co-opted Governor Designate Stephen Hampson Co-opted Governor Designate Chris Lawrence Independent Governor Designate Jim Marshall Director of Finance Except

items 3 & 18 John Pymm Pro Vice-Chancellor (Portfolio Development & Global

Engagement) Except items 3 & 18


Marion Wilks University Secretary Except items 3 & 18

Sam Weir Clerk to the Board of Governors Clerk (* by name denotes absence) 1. Declaration of Interest 1.1 Noted: Alan Newton declared that Reach South Academy

Trust, of which he was a trustee, was working with Plymouth School of Creative Arts, which was currently sponsored by Plymouth College of Art. He also declared that he had taken on a temporary appointment as an adviser to the Bank of England. Whilst this posed no conflict issues, the Bank had asked him to point out that it had consented to his continued involvement with the University as an exception to its normal rules on outside interests and on the understanding that he could not use his position at the Bank for the benefit of UCA.

1.2 Noted: The Clerk would record these declarations in the

Register of Interests.

2. Apologies for Absence 2.1 Noted: Apologies had been received from Rob Taylor, Pauline

Waterhouse, Lesley Adams and Amy Kemp-Jones.

3. Chair’s Communications 3.1 Noted: Chris Rachlin, Chair of Employment & Finance

Committee, was chairing the meeting in the absence of the Chair and the Deputy Chair, the latter having been prevented from reaching Canterbury by impassable railway disruption.

3.2 Noted: The Chair welcomed Katie Taylor to her first meeting

as a Student Governor. He also welcomed David Edwards, Stephen Hampson and Chris Lawrence, who were observing the meeting ahead of their terms as lay governors commencing on 1 August 2019.

3.3 Noted: Mark Eastwood had resigned from the Board on 28

March 2019.

3.4 Noted: This would be the final meeting of the Board attended

by Colin Holden and John Oliver, whose tenures would end on 31 July 2019; on behalf of the Board, the Chair


extended thanks to them for their service. 3.5 RESTRICTED TO GOVERNORS – Search for a New

Chair

3.5.1 Noted: The Chair of the Board had advised that in light of the

change in personal circumstances that had led to him taking a sabbatical from 29 January to 27 May 2019, he had now decided that it would be necessary for him to step down from the role in the next academic year, once a new Chair had been appointed. Members were invited to consider the process for recruiting a new Chair.

3.5.2 Resolved: The Board resolved to delegate authority to

Nominations Committee, chaired by the Deputy Chair in place of the Chair, to oversee the recruitment process and develop a strategy and role description/person specification in this regard. This would be considered by the Committee in September and brought to the next meeting of the Board on 10 October 2019 for approval.

3.5.3 Agreed: The recruitment strategy would include the

engagement of a search agency.

3.5.4 Agreed: The Clerk would circulate the role description/person

specification used for the previous search, and Members would be invited to return any amendments or additions.

4. Received: Minutes of the Meeting Held on 20 March 2019

Restricted to Lay Governors Restricted to Lay Governors, VC and Officers Restricted to Governors except VC

BG/29/19

BG/29a/19 BG/29b/19

4.1 Confirmed: The minutes were confirmed as accurate records of the

meeting.

5. Matters Arising 5.1 Director and Officers Insurance Policy Schedule and

Cover Wording (min. 10.3.2 refers)

5.1.1 Noted: The Clerk had circulated cover details to Members in

March 2019.

5.2 Epsom Bradford House Agreement to Lease (min.

10.9.2 refers)


5.2.1 Noted: Negotiations were on-going owing to issues with the

development that required amendment of the legal agreement. The project remained on programme.

6. Received: Vice-Chancellor’s Report BG/30/19 6.1 Noted: The Vice-Chancellor presented his report to the Board,

highlighting the following in particular.

6.2 Noted: The University’s graduation ceremonies at the Royal

Festival Hall on 25 and 26 June 2019 had been very successful and well received; the Vice-Chancellor recorded thanks to the Registrar and the Head of Communications for leading the organisation of these events, together with Members for their support. The University had also been pleased to host, after the Farnham ceremony, a memorial event to remember its former Vice-Chancellor, Professor Elaine Thomas CBE.

6.3 Noted: The following key new members of staff had recently

taken up their posts:

Professor John Pymm – Pro Vice-Chancellor (Portfolio Development & Global Engagement);

Simon Macklin – Director of the Business School for the Creative Industries;

Dr Angela Gallagher-Brett – Head of Education; Heather McClean – Head of EAP (English for

Academic Purposes) Programmes. Additionally, the Registrar, Andrew Penman, had been appointed to the new post of Director of Academic Services and would take up this role on 1 August 2019.

6.4 Noted: The Head of the School of Communication Design,

Professor Jamie Dobson, had decided that he would like to step down from this role and move to a fractional academic position that would allow him to pursue his passions for both teaching and professional practice. He would remain fully responsible for the School and for the handover of duties until 1 September 2019. Having given much thought to the future of the portfolio of the School of Communication Design, financial constraints, the size and scale of the portfolios of the remaining Schools and the proximity of the University’s disciplines, the Leadership Team had decided not to advertise for a new Head of School, but to reallocate Communication Design programmes to


the Schools of Fine Art & Photography and Film, Media & Performing Arts.

6.5 Noted: [REDACTED – Section 43(2) Commercial Interests] 6.6 Noted: The University had recently been notified by the Office

for Students (OfS) that it had been awarded Gold in the Teaching Excellence and Student Outcomes Framework (TEF). This Year 4 award would last for two years pending the outcomes of the Independent Review of the TEF, which was currently underway. The first full subject-level TEF was due to be launched in the winter of 2019 and would run for a year and a half; the application window was likely to be in early 2020, with ratings announced in spring 2021. The OfS plan was that awards would then last for at least four years, with assessments taking place on a two-year cycle.

6.7 Noted: This had followed the equally good news that UCA had

re-entered the main Guardian University Guide league table in 13th place, making it the top creative specialist in all three major domestic league tables for the first time, as well as in the top 50, and in the top 10 modern universities, in all three tables. The subject performance had also been strong in the Guardian, with two subjects in the top 10 – Film Production (7th) and Design & Crafts (9th) – and four others in the top 20: Journalism (13th), Fashion and Textiles (14th), Art (18th) and Architecture (20th).

6.8 Noted: The Board congratulated the Leadership Team and all

colleagues on these very significant achievements.

6.9 Noted: This year’s National Student Survey results had been

published on 3 July. UCA had seen a very small decrease in overall satisfaction by 0.66 percentage points to 82.53%. The University continued to target 87% overall satisfaction, which had been exceeded by 18 courses in 2019.

6.10 Noted: On 7 July 2019 the University’s Chancellor, Professor

Magdalene Odundo OBE, had received the Lifetime Achievement Award at the International Ceramics Festival held at Aberystwyth University, having lectured earlier in the event. This had followed ‘The Journey of Things,’ a critically acclaimed exhibition of her work, which had been showing at The Hepworth Wakefield and would travel to the Sainsbury Centre at the University of East Anglia from 3 August.


6.11 Noted: The Vice-Chancellor would receive an honorary Doctor

of Arts degree from Manchester Metropolitan University on 22 July 2019 in recognition of his significant contribution to the arts and art education and his commitment to empower students from all cultures and backgrounds to make a global contribution to their field.

7. Received: Augar Review Recommendations: Scenario

Modelling BG/31/19

7.1 Noted: The Augar review of post-18 education and funding

published on 30 May 2019 had recommended, inter alia, the capping of tuition fees for students undertaking a level 4, 5 or 6 qualification at £7,500 per year with an additional top-up grant to replace the lost income allocated based on subject costs.

7.2 Noted: The University had run a simple high-level exercise to

model the estimated total reduction in fee income that would result should individual fee levels drop to £7,500 or £8,500 per Home/EU student – the latter scenario representing the receipt of some top-up grant funding but at an insufficient level to match the current £9,250 fee.

7.3 Noted: If a £7,500 fee cap was introduced in 2021/22 (the

earliest date suggested in the review report) and applied to first year entrants only, then income would drop by -£2.8m, representing a reduction of approximately -7.5%. This would increase to -£7m (-19%) if the fee cap was applied to all cohorts. By 2023/24, a cap of £7,500 applied to three successive cohorts would reduce income by -£7.8m (-20%) per year. The impact of a cap at £8,500 would be less severe but nonetheless would result in a loss of -£1.2m in 2021/22, rising to -£3.4m in 2023/24.

7.4 Noted: Any reduction in the regulated fee cap would require

parliamentary assent which was unlikely to be sought until after a comprehensive spending review.

7.5 Noted: The principal means by which the University would

seek to mitigate the effect of any potential reduction in the regulated fee cap was continued delivery on its Internationalisation Strategy.

8. Received: Office for Students’ Regulatory Notice: Review of BG/33/19


Management and Governance Arrangements 8.1 Noted: The University had received a letter and regulatory

notice from the OfS on 24 June 2019 advising that the review of the University’s management and governance arrangements in respect of ongoing registration condition E2 would be undertaken by Lucy Bubb of Deloitte LLP. Specific documentation had been requested to inform the review and this would be supplied by the notified date. The University was required to meet the cost of the review.

9. Received: 2020/21 – 2024/25 Access and Participation Plan

Approved by Chair’s Action BG/34/19

9.1.1 Noted: Universities that wished to charge Home/EU

undergraduate tuition fees above the basic regulated cap of £6,165 were required under ongoing registration condition A1 of the OfS’ regulatory framework to have in force an access and participation plan approved by the OfS in accordance with section 12 of the Higher Education and Research Act 2017; additionally they were required to take all reasonable steps to comply with the provisions of the plan.

9.1.2 Noted: Reforms to access and participation plans had been

designed to place them on a more strategic footing. They now required providers to set their ambitions and strategies for access and participation over a five-year time frame and, as part of that, to set stretching, outcomes-based targets focussed on the gaps providers identified in their assessment of performance.

9.1.3 Noted: The deadline for submission of the University’s 2020/21

– 2024/25 Access and Participation Plan to the OfS was 1 July 2019. In view of this, following scrutiny of the draft Plan by Academic Board at its meeting on 18 June 2019, the Chair of the Board of Governors had taken Chair’s Action to approve it for submission. Following submission the OfS had provided preliminary feedback which was currently being addressed within the Plan to more explicitly articulate the ways in which it responded to some of the guidance, but without changing the substance of its focus.

9.1.4 Noted: The Board of Governors was required to monitor

performance against the Plan and the mechanism for this would be the annual Quality Report reviewed at the


November meeting which analysed all of the data categories referenced within it, and which additionally looked at student satisfaction ratings and the number of academic appeals and student complaints received from students with protected characteristics.

10. Received: Supporting Strategies

Academic Research People Stakeholder Engagement IT

BG/35/19 BG/35a/19 BG/35b/19 BG/35c/19 BG/35d/19 BG/35e/19

10.1 Noted: The Academic, Research, People and Stakeholder

Engagement Strategies had been revised in light of Board of Governors, Academic Board and University Executive Group feedback, and were presented for final approval. Additionally, the IT Strategy was presented for the consideration of the Board following scrutiny by Academic Board and the University Executive Group. The Vice-Chancellor emphasised that as the University was going through significant change, some of these strategies would be revisited.

10.2 Noted: Management advised as follows in response to

questions from Members:

Becoming a digital organisation did not mean a reorienting of creative academic focus to the digital end of the spectrum, but rather ensuring that staff and students would be able to use technology as part of their day-to-day working and environment. There was however a relationship between them, as the curriculum would be reviewed to ensure an appropriate focus on the digital capabilities of students;

A three-year capital investment plan had been produced by the Director of IT Services to support the IT Strategy through prioritisation;

Consideration would be given to incorporating support for the development of staff members’ digital skills within the context of Performance Development Review (PDR) in the People and IT Strategies

The People Strategy included the carrying out of regular staff surveys, which were likely to be focussed on dignity and respect in their next iteration;

Philanthropic activity would be focussed around


specific projects, so that, for example, the Vice-Chancellor was currently in dialogue with potential donors in respect of the Business School and the Farnham Courtyard Development.

10.3 Resolved: The Board resolved to approve the supporting

strategies.

11. Employment & Finance Committee 11.1 Received: Minutes of the Meeting Held on 7 March 2019 BG/36/19 11.1.1 Noted: An oral report had been provided to the Board at its

previous meeting on 20 March 2019.

11.2 Received: Minutes of the Meeting Held on 20 June 2019 BG/37/19 11.3 To note: Report from the Meeting Held on 20 June 2019 Oral 11.3.1 Noted: The Board noted that the Committee had:

Noted in respect of the 2019 pay negotiations

that the Employers had made a final offer to the Trades Unions of 1.85%, bottom loaded, which they had taken to their members. The University would be deferring payment of this cost of living increase for up to 11 months; this would be kept under review, with a view to paying it earlier if financial circumstances permitted;

Noted the UCA and OCA management accounts for the 9 months ended 30 April 2019;

Noted OCA’s 2019/20 budget and financial forecasts to 2023/24, which had been approved by its Board of Trustees;

Approved the 2019/20 schedule of bank signatories, which now included the Accountant – Academic;

Received an analysis of airline travel for the period 1 January to 30 April 2019, which showed a reduction against a 4-month period in 2018;

Noted the OfS Terms and Conditions of Funding for 2019-20, which were supplementary to the 2018-19 document that continued to apply;

Approved 2020/21 tuition fee and agent commission rates, with the exception of the Graduate Diploma in Art & Design (GDAD), approval of which would be sought by correspondence;


Approved 2019/20 and 2020/21 tuition fees for courses delivered by UCA International College (UCAIC), with the exception of the equivalent course to the GDAD, approval for which would also be sought by correspondence;

Approved Tuition Fee and Debtor Regulations for 2020/21;

Noted the register of approved international collaborations;

[REDACTED – Section 43(2) Commercial Interests];

Received the capital investment programme; Noted that the Farnham New Staff

Accommodation project had been successfully completed on time and £40k under budget;

Approved a contractor appointment for the Farnham James Hockey Gallery Mezzanine project, and confirmed that a cost uplift could be negotiated using Building Cost Information Service indices once the implementation date had been instructed, given that this would not be until December 2019 at the earliest;

Noted approvals that it had agreed by correspondence;

Received the Students’ Union’s (SU’s) 2017/18 Financial Statements and noted its management accounts for the 9 months ended 30 April 2019;

Noted the SU’s budget for 2019/20 and approved its block grant allocation;

Recommended the Section 22 Code of Practice to the Board for approval;

Noted that the Corporate Seal had been used nineteen times during the period 29 February 2019 to 14 June 2019 for deeds associated with estates matters.

11.4 Received: University Business Case Update BG/38/19 11.4.1 Noted: Progress updates on the implementation of the

Business Case had been circulated by email to the Board of Governors on 1 June 2019, and presented to Employment & Finance Committee at its meeting on 20 June 2019.

11.4.2 Noted: The Deputy Vice-Chancellor (Corporate Resources)

provided a further update. At present there were 27 individuals at risk of redundancy and 70 vacancies available for which staff could apply; 38 applications to the Mutually Agreed Resignation Scheme (MARS) had


been approved. The selection and slotting process would be completed in mid-July, and those staff who had successfully applied to the MARS scheme or where it was not possible for them to secure suitable alternative employment would in most cases be leaving the University on 31 July 2019. It was still too early to predict the final number of compulsory redundancies.

11.4.3 Noted: On 28 June 2019 the Leadership Team had received an

email from the HE and FE South East Regional Office of the University and College Union (UCU) advising that it had undertaken a consultative ballot of its members regarding confidence in the University’s leadership and whether UCA should proceed to a formal industrial action ballot. UCU had also made a number of requests regarding the restructuring process in the email, and had asked to meet again with Management to discuss these. In response, Management had offered to meet on the basis that UCU provided details of its proposed alternative approach in advance, and these were awaited.

11.4.4 Agreed: Members would be informed in the event there was

any additional media coverage relating to the Business Case.

11.5 Received: Financial Headlines 2018/19 BG/39/19 11.5.1 Noted: The Board noted the summary of performance for the

period to 30 April 2019, with a deficit of -£886k forecast for year-end inclusive of the Financial Reporting Standard (FRS) 102 adjustment, but with restructuring costs remaining to be incorporated, potentially increasing the budgeted deficit.

11.6 Received: 2019/20 Student Recruitment Update BG/40/19 11.6.1 Noted: Members noted the forecast enrolments for September

2019. Whilst Home/EU recruitment had demonstrated an improvement it remained under pressure and was forecast below target; Overseas recruitment continued to show encouraging signs, including receipt of the highest number of deposits taken at this point in the year. Overall Management had maintained a prudent approach in respect of the budget, based on mid-scenario numbers.

11.6.2 Noted: Clearing was expected to be particularly competitive

this year, although it was anticipated that UCA would


benefit from ‘trading up’ through Adjustment in view of its league table performance.

11.7 Received: Proposed University Budget 2019/20 BG/41/19 11.7.1 Noted: [REDACTED – Section 43(2) Commercial Interests] 11.7.2 Noted: The Board resolved to approve the 2019/20 budget. 11.8 Received: Five-Year Financial Forecasts BG/42/19 11.8.1 Noted: Direction had not yet been received from the OfS

regarding the timing for submission of the budget and forecasts, but it was considered likely that they would be required in November alongside the accountability return. Consequently, and in view of the considerable uncertainty facing the sector, the forecasts had been brought to this meeting only to note; final forecasts would subsequently be produced in the light of greater certainty regarding student recruitment and brought to the Board in November for approval.

11.9 Received: Holmes Education Group Update 11.9.1 Received: UCA International College BG/43/19 11.9.1.1 Noted: Members noted progress following Employment &

Finance Committee approval of the partnership agreement with Holmes Education Group to establish UCAIC together with approval by Board Chair’s Action for its Joint Management Committee. [REDACTED – Section 43(2) Commercial Interests]

11.9.1.2 Noted: In response to questions, Management advised that:

Approval from UK Visas and Immigration had

been received for UCAIC to constitute an embedded college on the University’s Tier 4 licence, but permission was awaited from the Department for Education for it to use ‘University’ in its title;

A nominations agreement, which would be renegotiated annually, was being prepared in respect of the 30 bed spaces that had been ringfenced in existing Epsom residential accommodation for UCAIC students;

In terms of increasing Epsom residential accommodation provision, Bradford House would provide 100 bed spaces from September


2020, and the University had also been approached regarding a proposed 300-unit development at Woodcote Grove; a paper would be brought forward to Employment & Finance Committee regarding the latter if it was considered to represent a viable opportunity.

11.9.2 Received: [REDACTED – Section 43(2) Commercial Interests] BG/44/19 11.9.2.1 Noted: [REDACTED – Section 43(2) Commercial Interests] 11.9.2.2 Resolved: [REDACTED – Section 43(2) Commercial Interests] 11.10 Received: Farnham New Student Residences BG/45/19 11.10.1 Noted: The requirement for new residential accommodation on

the Farnham campus was clear in terms of student demand, but the funding mechanism required resolution before the Board would be in a position to confirm approval to appoint the contractor to undertake the main construction works.

11.10.2 Noted: Two contractors had been invited to interview and

based on analysis undertaken to date their tender prices were both currently within the budget estimate of £24.486m inclusive of fees, surveys, statutory costs, contingency and VAT. A notice of appointment had been issued to the preferred contractor, Osborne, with the standstill period running to 15 July 2019.

11.10.3 Noted: The contractors had advised that to ensure delivery of

the project by 16 July 2021, they would need to start work on the new residences by the end of October 2019. To achieve this date demolition of Main Hall would need to commence by September 2019.

11.10.4 Noted: A capital budget of £2.856m had been allocated for the

project from existing capital funds for the car park and associated works, leaving an external funding requirement of £21.9m.

11.10.5 Noted: Following consideration of a number of financing

options, an income strip solution was considered to be the only viable means of entering into a new build programme on the Farnham campus. This would permit a circa 35-year lease of the residential buildings to an institutional investor who would pay the capital sum of £21.9m upfront in return for a guaranteed rental payment from UCA.


11.10.6 Noted: The level of rental payment from UCA to the funder

would be set through a competitive process run by JLL. This would escalate at RPI with a collar of 0% and cap of 4%, but UCA would retain the freedom to set its rents to students at whatever level it chose; the University would also retain the remaining proportion of the net income, currently modelled at circa £484k per annum.

11.10.7 Noted: Management had met with the three potential investors

identified as ‘Tier 1’ in terms of level of interest. Further information would be supplied to them, and negotiations would commence with those whose interest was sustained once they had determined the level of their bid.

11.10.8 Noted: The University’s bank, Barclays, had considered a

request from the University to amend other aspects of its current Term Loan and Revolving Credit Facility (RCF) to suit its requirements, as follows: Facility Size Changes

Reduction of the Term Loan facility from £12m to £9m;

Increase in the RCF from £10m from £11m; Overall reduction of facilities by £2m from £22m

to £20m; This reduced the bank’s security requirements

by circa £3m, to approximately £28m; The bank had also offered to extend the maturity

of the RCF by two years, from August 2020 to August 2022.

Term Loan Drawdown Period Extension to July 2020

Defer first scheduled capital repayment to assist with the University cash flow in 2019/20;

£480k first scheduled payment in 2019/20 no longer required;

First repayment now 2020/21.

11.10.9 Noted: The bank had indicated that it would seek to undertake

new valuations of the University’s properties to ensure that its required level of security was available; it was not able to take security over the new residences as these would effectively be secured to the income strip provider, under its headlease.


11.10.10 Noted: In view of the number of amendments and various

iterations of documents since the original facilities were first agreed, these would be restated as new agreements, with a view to aligning this process with the overall funding deadline.

11.10.11 Noted: To maintain the overall programme, the Board was

asked to delegate authority to the Deputy Vice-Chancellor (Corporate Resources) to issue a limited letter of intent appointing the preferred contractor for the demolition of Main Hall and the commencement of pre-construction design activities etc., to enable construction work to commence on campus in November 2019, once the funding and legal formalities had been completed.

11.10.12 Noted: Management advised as follows in response to queries

from Members:

The loss of income associated with demolition of Main Hall would be circa £200k per annum;

Whilst legally-binding agreement would not have been finalised with an investor by the time Main Hall was demolished, Management was confident that the funding arrangements would be well advanced;

The cost of the Main Hall demolition would be funded from the Capital Investment Programme;

Main Hall was dilapidated and would require major investment were it to be retained; currently significant work was required just to re-let the rooms to students;

The level of risk associated with pre-emptively demolishing Main Hall was therefore considered to be very low;

The preferred contractor was satisfied with a staggered letter of intent because it would de-risk the overall programme;

The University’s financial advisers, QMPF, were confident that regulatory consent was not required from the OfS to enter into the arrangements. Details of the project and the intention to secure external funding to the value of £20m had been included in the Commentary to the Financial Forecasts submitted in 2018; an update would similarly be included in the next Commentary to be returned. The OfS no longer applied ratio or leverage tests to universities in


respect of new borrowing; It was now anticipated that the income strip

ratio would sit closer to 65% rather than the 70% previously modelled, which would provide greater headroom in terms of the level of risk associated with rent generation. QMPF had reviewed the details and were confident that the required rent levels would be achievable;

Because the land at Farnham on which the residences would be built had been carved out to be secured to the income strip provider, the bank was considering the value of the Epsom campus to provide it with the additional security required.

11.10.13 Noted: In order to maintain the programme, a prompt response

would be sought from Members when they were asked to approve by correspondence the contractor appointment for the main works, the income strip funding arrangements and the revised bank facilities.

11.10.14 Resolved: The Board noted progress to date and timescales for

delivery. It resolved to:

Confirm that it would undertake approval of the design and build contractor’s main appointment by correspondence, together with the financial arrangements once the latter were in place;

Approve the demolition of Main Hall at a cost of £300k excluding VAT from capital funds;

Approve the commencement of pre-construction activities at a capped cost of £450k excluding VAT from capital funds; and

Delegate the contractor appointment for the demolition of Main Hall and the commencement of pre-construction activities, via a limited letter of intent, to the Deputy Vice-Chancellor (Corporate Resources).

11.10.15 Received: Rushmoor Development Partnership Student

Accommodation – Briefing Note BG/45a/19

11.10.15.1 Noted: Demand for residential accommodation at Farnham

was increasing and additional bed spaces would be required even after completion of the new 252 bed on-campus development in 2021.

11.10.15.2 Noted: Rushmoor Borough Council had established a joint

venture called the Rushmoor Development Partnership


with Hill Group, a private provider, and was exploring the feasibility of a scheme for circa 120 en suite student bedrooms on the Union Street development site which was located nine minutes’ walk from Aldershot railway station. This followed an initial approach to the University by the Council in January 2018 to discuss development opportunities within the Rushmoor Regeneration Plan that would tie in with the anticipated growth of student numbers on the Farnham campus, and a number of subsequent meetings.

11.10.15.3 Noted: In response to questions, Management advised that:

It would be a local authority rather than private

development; Aldershot was five miles from Farnham, with the

journey taking six minutes by train and 20 minutes by bus;

86 of the University’s students were currently renting private accommodation in Aldershot.

11.11 Received: St John House Lease Approval by Board Chair’s Action BG/46/19 11.11.1 Noted: For some years the University had occupied leased

office accommodation in St John House, Farnham. In April 2019 the Human Resources department had relocated to St John House to create space to commence the James Hockey Gallery Mezzanine Project.

11.11.2 Noted: The existing lease had been due to expire on 22 July

2019, and an extension had therefore been negotiated with the landlord. [REDACTED – Section 43(2) Commercial Interests] In view of the timescales involved, the Chair of the Board had approved the lease by Chair’s action and delegated authority to the Deputy Chair to sign it under seal as a deed.

11.12 Received: Terms of Reference and Constitution BG/47/19 11.12.1 Resolved: The Board resolved to approve amendments to the

Committee’s terms of reference in the interests of clarity and accuracy of wording, to ensure consistency with those for the Board’s other Committees, and to reflect the increased size of the membership.

12. Audit & Risk Committee 12.1 Received: Minutes of the Meeting Held on 14 June 2019 BG/48/19


12.2 To note: Report from the Meeting Oral 12.2.1 Noted: The Board noted that the meeting on 14 June had not

been quorate, but that those members not in attendance had confirmed by correspondence their agreement with the decisions taken. The Committee had:

Noted that 77% of permanent staff had now undertaken the General Data Protection Regulation (GDPR) training module;

Noted that a plan was being formulated to take forward if possible the proposals contained within an unsuccessful bid to the OfS for funding to support the University’s work around mental health;

Agreed that the Clerk would work with the Director of IT Services (DITS) to identify an approach to the use of a solution currently being trialled by ITS for Governors to access documentation electronically. This would require users to have an individual password and would utilise two-factor authentication;

Approved the internal audit plan for 2019-22 and the 2019/20 fee;

Approved the external audit plan for 2018/19; Noted KPMG’s external audit letter of

resignation and statement in connection with ceasing to act;

Noted Grant Thornton’s letter of engagement which had been approved by Audit & Risk Committee Chair’s action, following the Board’s approval of the appointment at its meeting on 27 November 2018;

Received the outcomes of the 2019 British Universities Directors Group (BUFDG) Audit Survey;

Noted the requirements of the FE-HE Statement of Recommended Practice (SORP) 2019 which would apply from the year ending 31 July 2020;

Noted the OfS Terms and Conditions of Funding for 2019-20;

Noted an internal audit regarding UCA’s PDR process, which had found the level of assurance to be Adequate in respect of both design and operational effectiveness;

Noted an internal audit regarding the risk of non-compliance with the Prevent agenda at UCA and


OCA, which had found the level of assurance to be Adequate in respect of both design and operational effectiveness;

Noted an internal audit concerning UCA’s Student Loans Company data quality arrangements, which included the process for managing OCA records, and had found the level of assurance to be Substantial in respect of both design and operational effectiveness;

Noted an internal audit to review the design of IT helpdesk arrangements for staff and students, which had found the level of assurance to be Adequate;

Noted an internal audit reviewing the disaster recovery aspects of the IT transformation programme, finding the level of assurance in respect of design to be Adequate, with operational effectiveness not assessed;

Received the report of an investigation undertaken by the Internal Auditor into an incidence of bank mandate fraud resulting in a loss to the University of £2960.31. This had resulted from an unknown party compromising the email account of a member of staff and instructing the Payroll team to change their bank account to one held by the attacker. Once alerted to the fraud the University had responded in an appropriate manner;

Endorsed the University’s strategic approach to cyber security;

Noted a progress report on internal audit findings from previous reviews;

Received the University’s GDPR breaches log; Noted action taken under the University’s Anti-

Money Laundering Policy; Received the report of an investigation into

informal allegations of malpractice which had been investigated under the University’s Whistleblowing Policy, and endorsed recommendations made;

Received a report from the Value for Money Group;

Noted summary minutes of the University Health, Safety & Wellbeing Committee meeting held on 13 March 2019, together with progress against the Health & Safety Action Plan;

Noted correspondence from the OfS which had previously been circulated to the Board regarding the University’s compliance with the


Prevent Duty, together with its assessment that UCA had demonstrated due regard and was not at higher risk of non-compliance.

12.3 Received: Risk Register 2018/19: Update Summary BG/49/19 12.3.1 Noted: The Chair of Audit & Risk Committee introduced the

summary, drawing the Board’s attention in particular to the following risk areas: [REDACTED – Section 43(2) Commercial Interests]

12.4 Received: Terms of Reference and Constitution BG/50/19 12.4.1 Noted: The Board resolved to approve amendments to the

Committee’s terms of reference in the interests of clarity and accuracy of wording, to ensure consistency with those for the Board’s other Committees and with the OfS Terms and Conditions of Funding, and to reflect the increased size of the membership.

13. Nominations Committee 13.1 Noted: Minutes of the Meeting Held on 5 June 2019 BG/51/19 13.2 To note: Report from the Meeting Oral 13.2.1 Noted: The Board noted that it had previously approved by

correspondence the following appointments for a term of 3 years commencing on 1 August 2019:

David Edwards – Co-opted Governor; Stephen Hampson – Co-opted Governor; Chris Lawrence – Independent Governor; Kate McGavin – Independent Governor; Serge Vidal – Co-opted Governor.

13.2.2 Noted: Members had also approved the following

appointments by correspondence:

Callum Mitchell (President Surrey) or Katie Taylor (President Kent), to be decided between them, as a Student Governor in the capacity of President of the Students’ Union for a term of 1 year commencing on 1 July 2019 – they had subsequently agreed that the latter would serve on the Board;

Amy Kemp-Jones as a Student Governor elected by the student body, for a term of 2 years


commencing on 1 July 2019. 13.3 Reappointments to the Board of Governors Oral 13.3.1 Resolved: The Board resolved to approve the reappointment of

the following Independent Governors for a further three-year term until 31 July 2022:

Patrick Bradley; Chris Rachlin; Pauline Waterhouse.

13.3.2 Resolved: The Board resolved to approve the reappointment of

Lesley Adams as a Co-opted Staff Governor for a further two-year term until 31 July 2021.

13.4 Appointment of the Academic Board Nominee Oral 13.4.1 Noted: Nominations Committee had agreed by

correspondence to recommend the appointment of Professor Terry Perk, Head of the School of Fine Art & Photography and Head of the Canterbury Campus, for appointment as the Academic Board Nominee.

13.4.2 Resolved: The Board resolved to appoint Professor Perk for a term

of 3 years commencing on 1 August 2019.

13.5 Membership of the Committees and Reappointment of

the Deputy Chair of the Board Oral

13.5.1 Noted: The Board had previously approved by correspondence

an increase in the size of Audit & Risk Committee and Employment & Finance Committee to seven members each, together with the following appointments: David Edwards Audit & Risk Committee Stephen Hampson Audit & Risk Committee Chris Lawrence Employment & Finance

Committee Serge Vidal Employment & Finance

Committee

13.5.2 Resolved: The Board resolved to approve the following

Committee Chairs and memberships for 2019/20:

13.5.2.1 Resolved: Audit & Risk Committee

Andrew Ramsay Independent Governor

(Chair)


Athar Akram Co-opted Member Patricia Ambrose Co-opted Governor Marie Conte-Helm Independent Governor David Edwards Co-opted Governor Stephen Hampson Co-opted Governor Alan Newton Independent Governor

13.5.2.2 Resolved: Employment & Finance Committee

Chris Rachlin Independent Governor

(Chair) Patrick Bradley Independent Governor Emma Buckby Independent Governor Chris Lawrence Independent Governor Bashir Makhoul Vice-Chancellor Serge Vidal Co-opted Governor Pauline Waterhouse Independent Governor

13.5.2.3 Resolved: Nominations Committee

Robert Taylor Independent Governor

(Chair) Marie Conte-Helm Independent Governor Johnny Luk Independent Governor Bashir Makhoul Vice-Chancellor Terry Perk Academic Board Nominee Sarah Reardon Independent Governor

13.5.2.4 Resolved: Remuneration Committee

Robert Taylor Independent Governor

(Chair) Pauline Waterhouse Independent Governor (Chair

for VC remuneration consideration)

Patrick Bradley Independent Governor Emma Buckby Independent Governor Chris Lawrence Independent Governor Chris Rachlin Independent Governor Serge Vidal Co-opted Governor

13.5.3 Resolved: The Board resolved to approve the reappointment of

Pauline Waterhouse as Deputy Chair of the Board of Governors for 2019/20.


Committee’s terms of reference in the interests of


clarity and accuracy of wording, and to ensure consistency with those for the Board’s other Committees.

14. Academic Board 14.1 To note: Report from the Meeting Held on 18 June 2019 Oral 14.1.1 Noted: The Academic Board nominee provided an oral report

to Members, asking them to note in particular that it had:

Endorsed the nomination of Terry Perk as its representative on the Board of Governors;

Approved amendments to the academic committee structure and associated terms of reference to ensure that courses now situated within the International Studies department were incorporated and reported to Academic Board;

Received the draft IT Strategy; Received an update on the implementation of

the Student Protection Plan; Approved the draft Access and Participation

Plan for consideration by the Board of Governors, subject to incorporation of identified amendments;

Noted that all institutions would be required to apply for subject-level TEF in 2021 and awards would apply from 2021/22. Consequently, it would be necessary for the University to prepare its documentation in autumn 2019 for submission in January 2020 – UCA would be required to compile five subject-level submissions at present;

Received guidance published by the Quality Assurance Agency for Higher Education in respect of the new Quality and Standards Review, together with the ‘Degree Classification: Statement of Intent’ published following the degree classification consultation undertaken by the UK Standing Committee for Quality Assurance. The Statement called on providers to meet four specific commitments including the requirement to undertake an institutional review of process that incorporated an external reviewer;

Received the University’s REF 2021 Code of Practice which had been approved by Academic


Board Chair’s Action and submitted on 7 June 2019;

Noted updates on progress towards REF 2021 submission and RDAP;

Approved revisions to the Common Credit Framework in order to streamline processes and provide greater clarity to the regulations, ensure appropriate inclusion of the University’s growing portfolio, and remove the requirement for undergraduate students to have passed 50% of the stage credit to be eligible for a resit;

Approved proposed amendments to the Academic Misconduct Regulations;

[REDACTED – Section 43(2) Commercial Interests];

Noted that the Postgraduate Certificate in Professional Practice in Architecture (Part 3) had been successfully internally validated for September 2019 entry, and that the University would be pursuing Architects Registration Board prescription and Royal Institute of British Architects (RIBA) accreditation for this programme;

Noted that the RIBA re-accreditation visit for BA (Hons) Architecture (Part 1) and MArch (Part 2) had been successful, with the University unconditionally validated in this regard for a further five-year period;

Approved revised entry criteria for the GDAD, and the Foundation and Extended Diplomas, with effect from 2020;

Received an update on collaborative provision. 15. Students’ Union (SU) 15.1 Received: Report from the SU President Kent BG/53/19 15.1 Noted: The Board noted the following in particular:

The new sabbatical officer team, comprised of

the President Kent and the President Surrey, had commenced in post and had received training on a wide range of areas including student engagement, project management, politics, consent and sexual violence, campaigning and finance;

They had now commenced work on their projects for 2019/20: the President Kent’s initial focus would be on a calendar of late-night


events for the Rochester campus, and the President Surrey on safer travel options for Farnham students after events in Glasshouse, the campus venue. Each of them would be looking to pursue at least six projects during the year;

The SU was now in the final year of its five-year strategy, and was refocussing its goals through three simple themes: Community, Relevance, and Visibility. It was currently developing more detailed strategic plans, including individual key performance indicators, which would support the delivery of these new themes;

In May the SU held its annual Awards ceremony, which saw performances from some of its national award-winning clubs and societies, as well as students receiving awards for being diligent course reps, innovative entrepreneurs, and sustainability champions, amongst others.

15.2 Received: Financial Statements 2017/18 BG/54/19 15.2.1 Noted: The Board noted the audited accounts. 15.3 Received: Section 22 Code of Practice BG/55/19 15.3.1 Noted: Section 22 of the Education Act 1994 placed a duty on

governing bodies of universities to issue, and when necessary revise, a code of practice setting out details of arrangements made to ensure that requirements specified in the Act relating to the operation of their students’ unions were met. The code of practice was required to be brought to the attention of students at least once a year by the governing body.

15.3.2 Noted: The Clerk had revised the code of practice to bring it

up-to-date and ensure it explicitly addressed each of the requirements specified in the Act through reference to the SU’s constitutional documents wherever possible. A link to the code of practice, which had been approved by the SU Board of Trustees at its meeting on 4 April 2019, would be notified to all UCA students, new and continuing, at enrolment each year. It would also be made available to all stakeholders via the University and SU websites.

15.3.3 Resolved: The Board resolved to approve the code of practice. 15.4 Received: Review of a Complaint Regarding Freedom of Speech BG/56/19


15.4.1 Noted: In March 2019 the University had received a complaint

from the leaders of the Christian Union society at the Farnham campus that their right of freedom of expression within the law had been denied to them by a decision of the SU to no-platform two speakers that they had invited to an event, and to require other speakers to adhere to SU policies other than its external speakers policy.

15.4.2 Noted: The complaint had been investigated by the Clerk in

accordance with the SU By-Laws, resulting in a number of recommendations, including that the University and SU policies associated with external speakers and freedom of speech should be reviewed to ensure that they were fully consistent both with each other and with the relevant statutory obligations. The report had been brought to the Board in view of its statutory duty to secure freedom of speech within the law on the University’s premises.

15.4.3 Agreed: Members commended the thorough nature of the

investigation, noting that this complaint was the first relating to freedom of speech that had been received. It was agreed that they would receive an update regarding implementation of the recommendations at a future meeting.

16. Received: Student Code of Conduct and Disciplinary Procedure BG/57/19 16.1 Noted: A review of the Student Code of Conduct and

Disciplinary Procedure had recently been undertaken in response to guidance recently published by the Office of the Independent Adjudicator for Higher Education, and also in light of identifying desirable changes through operation of the procedure, particularly in relation to allegations of sexual misconduct. Consultation with key members of staff and the SU had taken place, and it had been considered by Academic Board at its meeting on 18 June 2019.

16.2 Noted: In response to questions from Members, the University

Secretary advised that:

The Code and Procedure had been reviewed by the University’s In-house Solicitor;

It adhered to Universities UK guidance, including the approach to be taken when misconduct which might constitute a criminal offence was


investigated through the University’s Procedure; The University would continue to seek external

legal advice in respect of the most difficult cases.

16.3 Resolved: The Board resolved to approve the revised Code and

Procedure subject to inclusion of all nine protected characteristics in Appendix A, 2, viii, and the amendment of gendered language throughout.

17. Received: Calendar of Meetings 2019/20 BG/58/19 17.1 Noted: Members noted the calendar of meetings. RESTRICTED TO GOVERNORS 18. Remuneration Committee 18.1 Received: Minutes of the Meeting Held on 20 June 2019 BG/59/19 18.2 To note: Report from the Meeting Oral 18.2.1 Noted: The Committee had received and approved proposed

senior postholder objectives for the period 1 August 2019 – 31 July 2020.

18.2.2 Noted: The Committee had also agreed the following approach

in respect of its operation in order to enable the Vice-Chancellor to make recommendations to it in respect of the other senior postholders that were robustly informed by his line management relationship with them:

The Vice-Chancellor would undertake PDRs with all other senior postholders;

The paperwork for these meetings would utilise the University’s standard PDR form to ensure consistency with each other and with other members of staff, and to allow for the Vice-Chancellor to provide written feedback;

The Vice-Chancellor would present the completed forms to the Committee at its meetings. Other senior postholders, with the exception of the Clerk, would not routinely attend meetings but could be invited to do so by exception;

In view of the Vice-Chancellor’s maintenance of oversight in respect of performance against objectives, including a mid-year PDR meeting,


the Committee would meet twice per year: in June to consider forward objectives, and in November to consider final performance against objectives and remuneration. There would no longer be a mid-year meeting of the Committee in March to consider progress against objectives, but the Vice-Chancellor would circulate a report to Members at that time by exception if considered necessary following PDR meetings;

It was anticipated that the Chair would follow an analogous approach to PDR in respect of the Vice-Chancellor.

18.2.3 Noted: To further ensure a consistent approach the Committee

recommended that all members of the Leadership Team (i.e. those members of staff who were on LT pay bands and were directly line-managed by the Vice-Chancellor) were designated senior postholders; this would bring the Pro Vice-Chancellor (Portfolio Development & Global Engagement) under the purview of the Committee.

18.2.4 Noted: This would not affect the Committee’s approach to

considering the objectives, performance and remuneration of the Vice-Chancellor, and would be consistent with its existing terms of reference, subject to the addition of the Pro Vice-Chancellor to the list of senior postholders.

18.2.5 Resolved: The Board resolved to designate the Pro Vice-

Chancellor (Portfolio Development & Global Engagement) as a senior postholder.

18.2.6 Agreed: Whilst the Remuneration Committee Chair for

consideration of Vice-Chancellor remuneration was not the Chair of the Board, the Committee would again consider whether it would be more in line with best practice for all elements of its meetings to be chaired by another lay governor.

18.2.7 Agreed: Review of the link governor scheme would be

prioritised.


Committee’s terms of reference in the interests of clarity and accuracy of wording, and to ensure


consistency with those for the Board’s other Committees, subject to inclusion of the Pro Vice-Chancellor (Portfolio Development & Global Engagement) in the list of senior postholders.

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