Council minutes 2 October 2018

Minutes of the meeting of Cardiff University Council held at 9:30 on Tuesday 2 October 2018 at the Park Plaza Hotel, Cardiff.

Present

Professor Stuart Palmer (Chair), Professor Colin Riordan (VC), Ms Fadhila Al-Dhahouri, Professor Rudolf Allemann, Mr Paul Baston, Dr Carol Bell, Mr Alastair Gibbons, Professor Kim Graham, Mr Michael Hampson, Professor Karen Holford, Dr Steven Luke, Professor Paul Milbourne, Reverend Canon Gareth Powell, Mr Len Richards, Mrs Nicola Richards, Mr David Simpson, Judge Ray Singh, Dr Janet Wademan, Ms Agnes Xavier-Phillips, Ms Jackie Yip

Apologies

Ms Jan Juillerat, Ms Linda Phillips, Professor Damian Walford Davies

In Attendance

Professor Amanda Coffey, Mrs Tania Deitch, Professor Nora De Leeuw, Mr Tom Hay, Ms Claire McDougall (Minute Taker), Mrs Sue Midha, Mrs TJ Rawlinson, Mrs Jayne Sadgrove (Secretary), Mrs Claire Sanders, Mrs Claire Vallance, Ms Anna Verhamme, Mr Robert Williams (CFO)

1541 Welcome and introductions

The Chair welcomed everyone to the meeting and particularly new members, Professor Kim Graham, Professor Rudolf Allemann and Mr Michael Hampson.

1542 Apologies

The above listed apologies were noted.

1543 Declaration of interests

The Chair reminded Council that the trustee board operates on the principle of collective responsibility and that a decision reached by the majority of members should be the only view publicly expressed by any member of the Council as a member of Council. Any opinions expressed around the table should not be attributed back to the individual by any other member of the Council.

The Chair asked members if there were any direct, indirect or pecuniary interests to declare.

Noted

1543.1. Professor Stuart Palmer declared a conflict of interest in relation to agenda items 12, 13 and 14 regarding pension and pay updates as both a USS Trustee and UCEA Board member.

1543.2. Reverend Canon Gareth Powell would Chair the meeting for those items.

1544 Minutes notes

1544.1. that it was felt that as written the minutes at items 1522 and 1523 in relation to the pension update and USS 2017 valuation were not an accurate and true representation of the discussion and as such ought to be reviewed;

Resolved

1544.2. that the minutes would not be signed until they are reviewed and presented to Council with any changes clearly marked for review and approval at the next Council meeting on 26 November.

1545 Matters arising noted

1545.1. in relation to the action agreed at the last Council meeting at minute 1532.4 [Implementation of the Bhugra Report Recommendations], that Ms Fadhila Al-Dhahouri and Professor Karen Holford are working together to find a date and to identify the appropriate University staff to address the concerns;

1545.2. that this action will be completed by the next meeting in November;

1546 Items from the Chair

Membership of Council

Noted

1546.1. a potential candidate with links to the school system has been identified to fill the lay member vacancy on Council. Details will be provided to the Nominations Committee for consideration.  If successfully appointed it is hoped that they will be able to join Council for the next meeting in November;

1546.2. Mrs Lin Phillips has agreed to join the governing body of Westminster University. This matter has been considered and as Westminster University is so different from Cardiff University, this does not immediately present any regular conflict of interest.  Any arising conflict of interest will be declared as appropriate;

1546.3. however, that Lin has volunteered to stand down from the Remuneration Committee and will complete a non-disclosure form;

1546.4. it had been proposed that Council appoint Dr Janet Wademan to join the Remuneration Committee;

Resolved

1546.5. to approve the appointment of Dr Janet Wademan to join the Remuneration Committee;

Further noted

1546.6. that the terms of office for all three members of Council with financial expertise are due to come to an end within the next two years. As such, urgent consideration is required to ensure that a succession plan is in place to enable the identification and recruitment of suitable candidates in a timely manner;

Resolved

1546.7. that Perrett Laver would be contacted to begin the search for suitable successors
as a matter of urgency.

Congratulations

1546.8. noted the following honours and achievements;

1. A University tutor who teaches Welsh to refugees has won the prestigious Welsh Learner of the Year title at the National Eisteddfod. Matt Spry works in the School of Welsh where he organises and teaches Welsh to refugees and asylum seekers living in Cardiff;
2. A leading Cardiff University academic who has worked extensively in the field of education has been selected for a prestigious, national award in recognition of her work focused on learning and teaching. Emmajane Milton, a reader and co-director of the Masters in Educational Practice (MEP), who is based in the School of Social Sciences, has secured a National Teaching Fellowship from The Higher Education Academy;
3. Mr Raj Aggarwal, ex Council member who studied pharmacy at Cardiff University, is the first Indian in the UK to be awarded a top honorary rank in the Royal Navy. Pharmacist and public health expert Raj Aggarwal, who is India's Honorary Consul in Wales, has become the first Indian-born recipient of the position of Honorary Lieutenant Commander;
4. Cardiff University and biotech company Cellesce have won funding from Innovate UK in a bid to find new breast cancer therapies. The company, based at Cardiff Medicentre, has pioneered the development of organoids – 3D clusters of cells that grow into minute versions of organs;
5. An academic whose expertise helped a leading North Wales company win an £82m defence contract has won a third ‘outstanding’ accolade for knowledge transfer.

Resolved

1546.9. that further details on the above unnamed academic would be brought back to Council at the next meeting in November.

Deaths

1546.10. noted with sadness, the following deaths:

1. Professor Chris Morley, members of Staff in the School of Chemistry passed away peacefully in his home on Friday 31 August 2018.
2. Gareth Williams, Professor of Sociology, died 13 September, age 63, after a long illness. Professor Williams was the Director of the Cardiff institute for Society, health and well-being, School of Social Sciences. A moment’s silence was held as a mark of respect.

1547 Report from the Vice-Chancellor

Council received and considered paper 18/38, ‘Report from the Vice-Chancellor’. The Vice Chancellor was invited to speak to the item.

Noted

1547.1. in relation to admissions, that the target for recruitment was a 5% increase on last year. At present the University is ahead of target although numbers do tend to fluctuate at this time of year;

1547.2. the Brexit operation steering group has been reconvened to review every aspect of the University’s business to start making contingency plans in case the UK enters into a no deal Brexit agreement;

1547.3. concerns that despite ongoing improvements in building and facilities, that the NSS survey scores still reveal a drop in overall student satisfaction. Council was assured that work is ongoing with Colleges and Schools to develop action plans. The
results are inconsistent across different schools and subject areas and so the focus will be on learning from those who have scored highly;

1547.4. the first meeting of the GW4 board has now taken place. GW4 is designed to support greater collaborative work and provide opportunities to secure larger scale funding for key initiatives.

1548 KPI update progress against The Way Forward

Council received and considered paper 18/53B, ‘Times Good University Guide 2019’. The Vice Chancellor was invited to speak to this item.

Noted

1548.1. the paper clearly details the scores against each of the criteria. Although the scores have gone down, the results are not as badly affected by the industrial action as was originally anticipated;

1548.2. that the scores for teaching quality and student experience are solely based on aggregates of the NSS student questions and so shows a response to a particular set of questions rather than providing an objective measure of student experience and teaching quality;

1548.3. in order to ensure the university can objectively assess the quality of the student experience there is now a consistent approach to module evaluation, which is based on the NSS questions. This provides the University with an insight into which modules are providing student satisfaction and where the University needs to address issues. This is taking place across the whole institution.

1549 Size and shape update

Council received and considered paper 18/52B, ‘Update on Progress: Size and Shape’. The Vice Chancellor was invited to speak to the item.

Noted

1549.1. that this had been discussed in detail at the away day the previous day and that there was nothing further to add.

Resolved

1549.2. that an Extraordinary meeting of Council will be scheduled to take place in January to consider this matter in further detail. A date for this meeting should be identified and confirmed as soon as possible;

1549.3. a report will be developed in time to be reported to Council at the Extraordinary meeting of Council in January.

1550 Strategic international partnerships

Council received and considered paper 18/36, ‘Strategic International Partnerships’. Professor Nora De Leeuw was invited to speak to this item.

Noted

1550.1. that the paper provides details of the financial investment the University has made on the various international strategic partnerships secured to date. The figures do not include the time invested from both academic and professional staff as this is difficult to quantify;

1550.2. the partnership with KU Leuven has already proved successful in securing eight joint awards which is a significant increase. There has also been a growth in joint publications as well as greater citation impact;

1550.3. the partnership with Xiamen is still in the early stages and the UNICAMP partnership will be official from December onwards;

1550.4. discussions with Bremen University are also in the early stages as the University seeks to establish a different kind of partnership which would not only provide an exchange programme but the opportunity for joint appointments and access to German funding;

1550.5. that it is not yet clear how Brexit will affect grant funding but that the EU Russel Group Advisory Group are working on options available but are awaiting the outcome of the final deal negotiations;

1551 Report from the president of the Students’ Union

Received and considered papers 18/37 ‘Report from the President of the Students’ Union’. Ms Fadhila Al-Dhahouri was invited to speak to this item.

Noted

1551.1. the key achievements brought to Council’s attention for information;

1551.2. Judge Ray Singh has been appointed to fill one of the two University nominated trustee vacancies on the Students’ Union board;

1551.3. in relation to the risk of future strike action, the main concern for students last time was a lack of communication and so improved and continuing communications with students during any future strike action, with an indication of which subjects are likely to be impacted would be welcomed;

1552 Redundancy committee report

Received and considered paper 18/42B ‘The Proposed Cessation or Reduction of School Activities’. Mrs Sue Midha was invited to speak to this paper.

Noted

1552.1. that action has been taken under the delegations made by Council for 2018/19 and the report is contained in the approved Minutes of the Redundancy Committee meetings held on 4 July, 1 August and 6 September;

1552.2. the Redundancy Committees held on 4 July, 1 August and 6 September made recommendations in relation to the cases referred to it by Council;

1552.3. the Chair of Council approved those recommendations;

1552.4. redundancy notices have been issued where so authorised and where appropriate.

1553 Policy and resources committee report

Received and considered paper 18/54B, ‘Report from the Chair of Policy and Resources Committee to Council. Mr Alastair Gibbons was invited to speak to this paper.

Noted

1553.1. a correction to paragraph 2 under point 2.1 of the report.  This should instead read that Dr Steven Luke, as Chair of the Estates and Infrastructure Committee, should become a member to P&RC, which will require a new member to be appointed to the Governance Committee;

1553.2. thanks to the team for the particularly impressive work throughout the clearing process and to Anna Verhamme for meeting with Committee Chairs to give a detailed overview of discipline specific performance data to inform the size and shape project which the Committee endorses and encourages the team to move ahead with;

1553.3. the Chair of the Investment and Banking Subcommittee provided a brief update and advised that the committee has been working on bond repayment fund analysis. The Committee propose that a sum on money is ring fenced and rolled up in suitable investments to ensure that the University has the cash to repay the bond in the future.

1553.4. Reverend Canon Gareth Powell took the Chair and asked Council to approve the two matters recommended for approval; the revised constitution and membership of the Policy and Resources Committee and the award of the 2% pay increase from September;

Resolved

1553.5. to approve the revised constitution and membership of the Policy and Resources Committee;

1553.6. to approve the award of the 2% pay increase from September.

1554 UCEA pay negotiations update

Mrs Sue Midha was invited to give a verbal update to Council in relation to the UCEA Pay negotiations. Reverend Canon Gareth Powell remained in the Chair for this item.

Noted

1554.1. Council was reminded that UCEA made a final offer on 2018 pay award on 10 May, offering a 2% uplift on all spine points and a fixed uplift of £425 for points 15 and below. This offer was subsequently rejected by all three of Unions and the
position of dispute continues;

1554.2. following the P&RC meeting in June, UCEA advised the University to offer an increase of up to 2%. This was discussed and approved by the Chair of Council via Chairs action on behalf of Council;

1554.3. this increase has now been implemented but the University will honour any further increase that comes out of the ongoing negotiations.

1555 USS pensions update

Mr Rob Williams was invited to give a verbal update to Council in relation to the USS Pensions. Reverend Canon Gareth Powell remained in the Chair for this item.

Noted

1555.1. that the actuarial valuation showed a deficit but how this deficit will be funded has not yet been resolved;

1555.2. USS will introduce cost sharing arrangements to fund the deficit with the employer bearing 65% of the increase and the employee 35%. The impact of this, is that the University would see contribution rates increase from 18% to the full figure of 24.9% phased over one year with the first increase of 19.5% from April 2019 and then 22.5% in October 2019.  The increase in April 2019 would mean an increased cost of £800k;

1555.3. this figure will be factored into the University’s financial forecast in the Autumn;

1555.4. the long term impact of the increase in April 2020 would be an annual cost of £11M;

1555.5. proposals are currently out for consultation with the UUK and UCU and the University has arranged, in conjunction with Mercers, a number of consultation events taking place with staff next week;

1555.6. the Joint Expert Panel (JEP) met throughout the summer and reported to UCU and UUK on 13 September that it felt that there are a number of areas that could be reviewed;

1555.7. the JEP recommended that the overall strength of the covenant of the sector ought to be considered in light of market movements and other changes. The JEP suggested that this provides potential scope to reduce the level of funding and only increase contributions from the current 18% to 20.1% for employers. This proposal is currently out for consultation;

1555.8. due to the time required to change and update systems, it is likely that, despite the outcome of negotiations, the increase of 19.5% will be applied in April next year.

1555.9. The full year impact of the reduced contribution suggested by the JEP of 20.1% is an increased overall cost of £4M as opposed to £11M based on the approach originating from the USS evaluation.

1555.10. it was agreed that authority should be delegated to Mr Alastair Gibbons, Dr Carol Bell and Mr David Simpson to review and approve the University response on behalf of Council;

Resolved

1555.11. to delegate authority to Mr Alastair Gibbons, Dr Carol Bell and Mr David Simpson to review and approve the University response on behalf of Council;

1556 Governance committee report

Received and considered paper 18/51B, ‘Report from the Chair of Governance Committee to Council’.

Professor Stuart Palmer resumed Chairing the meeting for this item and invited Mrs Sue Midha to speak to this item.

Noted

1556.1. the Governance Committee reviewed the Corporate Governance Statement and made a number of suggested amendments and recommend that Council approve the statement on the proviso that those changes are incorporated before the final statement is published as part of the annual report;

1556.2. the first paragraph at the top of page 10 should also make reference to the Deputy Vice Chancellor;

Resolved

1556.3. to approve the Corporate Governance Statement on the proviso that the changes recommended by the Governance Committee and the amendment to page 10 outlined above are incorporated;

Further noted

1556.4. that Gareth Powell and Tania Deitch are working together to finalise the terms of reference for the Powell review. Recognising that things have moved on significantly since the last governance review, this review has been commissioned to look specifically at the role of UEB in relation to the scheme of delegation. The review outcomes need to compliment the outcomes of the size and shape review and every effort will be made to keep the two projects closely aligned;

1556.5. the Committee also considered and recommend to Council the appointment of Professor Nicholas Topley to serve on the Biological Standards Committee;

Resolved

1556.6. to approve the appointment of Professor Nicholas Topley to serve on the Biological Standards Committee;

Further noted

1556.7. the committee reviewed in detail the revised risk policy and framework and recommends this to Council for approval. Further details are provided to Council under agenda item 17.

1557 Risk update

Council received and considered paper 18/50B, ‘UEB Risk Report’ and 18/29B, ‘Risk Management Update’. This item was brought forward to follow the recommendation from the Governance Committee that Council approve the revised risk policy and framework. The Vice Chancellor was invited to speak to this item.

Noted

1557.1. that these reports have been considered in detail by the Governance committee;

1557.2. the revised reporting proposed that the formal risk register would be presented to Council on an annual basis, with the top 5 most imminent risks being reported on a quarterly basis;

1557.3. the revised approach also attempts to align the way forward strategic priorities and the risk reporting to reduce the likelihood of either contradictions or duplicate reporting;

1557.4. that this was a huge step change and that it provides a clear analysis of the risks with clear information to provide a basis for Council to have an informed discussion;

1557.5. that there could be greater clarity of the stated risk in relation to student recruitment on page 42 and it was suggested that this should be reviewed and presented to Council in a different order in the future;

1557.6 that Council were being asked to approve the risk appetite and risk policy detailed on page 50 and 51 of the report;

1557.7. it was proposed that it would be helpful to capture and present the comparative data on how risk has changed from one year to another;

1557.8. thanks to Anna Verhamme and Laura Hallez for the significant change and great work that has gone into this;

Resolved

1557.9. to approve the risk management policy and the risk appetite.

1558 Constitutions and membership 2018/19

Received and considered paper 18/39, ‘Constitution and Membership 2018/19.

Noted

1558.1. that this was the annual update to Council in relation to the Ordinance and the current status of Council membership;

1558.2. that recruitment for the lay member vacancy is ongoing and that there is a ballot out to seek nominations to fill the vacancies for members of Senate;

1558.3. following a promotion, Mr Robert Lewis-Watkins tendered his resignation for Council last week as he is no longer eligible for Council membership under this category;

1558.4. congratulations to Mr Robert Lewis-Watkins;

1558.5. due process would now be followed to fill this vacancy which should be complete by November;

1559 AOB noted

1559.1. to allay concerns around succession planning, and in the interest of retaining skills and continuity on the Council, it was proposed that recruitment for the forthcoming vacancies for the three members of Council with financial expertise is addressed as a matter of urgency.

Resolved

1559.2. that this will be followed up at the next Governance Committee meeting with a proposal to recruit new lay members early to allow them to attend as observers until such time that they are fully appointed.

1560 Fee and access plan 2019/20

Noted paper 18/35, ‘Fee and Access Plan 2019/20’ for information.

1561 Report of sealing transactions

Noted paper 18/40, ‘Sealing Transactions’ for information.

1562 Research grants and contracts

Noted paper 18/34, ‘Research Grants and Contracts’ for information.

1563 Confirmation of submissions and returns

Noted paper 18/41, ‘Confirmation of Submissions and Returns’ for information.

1564 Next meeting

The next meeting of Council is 26 November in the Council Chamber, Main Building.