Council minutes - 02 10 2019

Minutes Of The Special Meeting Of The Cardiff University Council Held On Wednesday 2nd October 2019 In Council Chamber, Main Building At 9.00am

Present:  Professor Stuart Palmer (Chair), Professor Colin Riordan, Professor Karen Holford, Professor Rudolf Allemann, Mr Ricardo Calil, Mr Tomos Evans, Ms Judith Fabian, Professor Kim Graham, Mr Michael Hampson, Ms Jan Juillerat, Dr Steven Luke, Mr John Shakeshaft, Mr David Simmons, Judge Ray Singh, Dr Janet Wademan, Mrs Agnes Xavier-Phillips, Ms Jackie Yip, Dame Janet Finch [Observer]

Attendees:  Ms Eileen Brandreth, Ms Deborah Collins (Secretary), Ms Alex Payne, Ms Karin Russell (Minutes), Mr David Edwards, and Mr Rob Williams.
Apologies:  Mr Paul Baston, Dr Carol Bell, Professor Marc Buhner, Mr Alastair Gibbons, Professor Mary Heimann, Ms Lin Phillips, Mr Len Richards.

1686 Welcome And Preliminaries

Noted

1686.1  The Chair welcomed all to the meeting, and in particular the following new and re-appointed members;
.1 Mr Ricardo Calil – reappointed member in the non-academic staff category
.2 Mr John Shakeshaft and Mr David Simmons – newly appointed lay members

1686.2 That Professor Dame Janet Finch, who had been appointed to the University Remuneration Committee and was attending as an observer.

1686.3 That Dr Reg Hinkley, who had been appointed as a Lay Member of Council effective from 1 August 2019, had sadly passed away over the Summer, and a moment’s silence was held as a mark of respect.

1687 Apologies For Absence

The above listed apologies were noted, and the meeting was confirmed as quorate.

1688 Declarations Of Interest

Noted

1688.1 that there were no declarations of interest

1689 Network Refresh Business Case

Received and considered paper 19/23B, ‘Network Refresh Business Case’. Mr David Edwards introduced the paper.

Noted

1689.1 that the wired network across the University had been designed in 2003 and the WiFi in 2006 and that a full business case had been approved by UEB and Council in 2016 for a full refresh of the network due to equipment coming to the end of its life and no longer being supported by the manufacturer.

1689.2 that the original business case had a programme of 5 years and a cost of £17.3M.

1689.3 that there had been an extensive dialogue across the University to understand the network requirements going forward.

1689.4 that during the tender process, the importance of 24/7 security and an out of hours provision was realised and that this had added a cost of £1.44M.

1689.5 that the contract included a fixed price element which would apply throughout the length of the contract regardless of what works would be required, and that this contract could be extended for up to 10 years on a year on year basis.

1689.6 that 4 bidders had submitted a tender at the final tender stage and that the preferred bidder was a local company, which provided a benefit in terms of response times and aligning with the University’s civic mission and local region.

1689.7 that the name of the preferred bidder could not be released until after Council approval and so this information was highly commercially sensitive; that once approved at Council, the bidders would be notified; there would be a period of 10 days for legal challenges to be raised by the unsuccessful tenderers, and the contract would need to be signed by all parties by 28 October 2019 to remain valid.

1689.8 In response to a question, that the two top bids were within a 5% difference in terms of their overall scores, and that none of the 4 bidders already had a substantial relationship with the University.

1689.9 that the tender process had been overseen by Blake Morgan for legal advice and scrutiny of the legal contract elements and Gartner and 4C Strategy as external consultants, and that great care had been taken at every stage to seek the relevant advice to ensure against issues such as conflict of interest.

1689.10 that due diligence checks had been undertaken, and no legal challenges had been raised at the Pre-Qualification Questionnaire (PQQ) stage or throughout the process; the Solicitors felt that the University would be in a position to present a robust challenge should any issues arise once the 4 tenderers were notified of the decision.

1689.11 In response to a question about due diligence especially in the current political climate and ongoing Brexit negotiations, it was confirmed that as well as the due diligence checks undertaken at PQQ stage, there would be a further due diligence check prior to the award.

1689.12 that the preferred bidder had undertaken similar projects before and was a small company which it was felt would be to the University’s benefit.

1689.13 In response to a question about the implementation risks, it was confirmed that an implementation and rollout programme had been discussed to decide the best approach given the diversity of buildings across the University estate, and that 10 buildings had been identified for the initial rollout; having recently undertaken a campus wide telephony upgrade, the lessons learned could be taken on board for the network implementation.

1689.14 In response to a question, it was confirmed that the contract length had been designed with the University’s large estate in mind; it would take 3 years for roll out, and so 5 years was felt to be insufficient.

1689.15 In response to a question about the mechanisms for re-negotiation if needed, it was confirmed that the contract had Service Level Agreements built in; that the bidders had to sign up to these in order to submit a bid; and that if the SLAs were not met, this would be a breach of contract;

1689.16 In response to a question, that David Edwards sat on the Public Sector Broadband Aggregation (PBSA) Board, which was still active across Wales; the Welsh Government are looking at next steps in relation to alignment between PBSA and JANET but that the University also had a direct relationship with JANET.

1689.17 In response to a question, it was confirmed that the preferred bidder was highly thought of that the feedback received from the IT Director of another University who had used this company had been encouraging for e.g. that the company had wanted to make the work a success, had been very responsive and had poured resource into the project when needed.

1689.18 that the business case had been presented to the Policy & Resources Committee at a special meeting on 27th September 2019, and the committee had fully endorsed it for Council’s approval.

Resolved

1689.19 to approve:

1. the investment and seven-year contractual commitment of £15.83m to design, replace and support the University wired and wireless networks;
2. the net investment of up to £4.37m to provide internal programme resources required during the implementation period and to facilitate LAN room upgrades and network fibre replacement where required;
3. a contingency of £1.35m;
4. the delegated authority to the Chief Operating Officer to sign the contract.

1690 Any Other Business

Noted that there were three items for discussion:

Phoenix Project

1690.1 that the University was partnered with the University of Namibia (UNAM), and UNAM had suggested that we might be able to guide them in their review of governance.

1690.2 that it was proposed that our colleagues in the University of Namibia observe us as we review our structures, develop our implementation plan, deliver it and evaluate its success, in order to learn from our successes and failures, and independently draw their own learning and conclusions from observing our experiences.

1690.3 that the proposal involved the following:
.1    that the Chair, Vice-Chair, Vice-Chancellor and University Secretary are invited to the November Council meeting to hear conversations around the Powell and the Welsh Government governance review, and Governance Committee’s thoughts about preparations for the next external review of our governance arrangements.
.2     that the Chair of Council and counterpart colleagues at Cardiff would meet with the guests to describe issues and lessons learned from conducting the various governance reviews over the last few years.
.3 that the Deputy-Secretary (when appointed) would take the lead in establishing and maintaining long-distance updates and review with our Namibian partners over the course of the next 18months, either via skype or in person at Council meetings, right up to the point at which the implementation is over and the final lessons learned.  
.4 UNAM could have an independent observer/critical friend role in the implementation project.
.5  UNAM would be free to start their own review and implementation project whenever they wanted to during or after this period, and possibly use us in an independent observer/critical friend role.

Resolved

1690.4   to approve the recommendation Confidentiality forms

1690.5 that a new practice had been introduced to new members of Council to sign confidentiality agreement forms; however most continuing members would not have completed the forms and would now be asked to do so.

Personal Details form

1690.6      that the original personal details form signed by Council members did not include a section which asked for Next of Kin details and that the form had been amended to include the request for this information.

1690.7 that members would be asked to provide their Next of Kin details to be used in case of an emergency.

1691 Next Meeting

The next meeting of Council is on 25 November 2019 at 1:30pm in the Council Chamber Main Building.