Governance Minutes 14 November 2019

Minutes of the meeting of Cardiff University Governance Committee held on 14 November 2019, in room 0.51, Main Building at 11:00 – 13:30

Present:             Lin Phillips [Chair of Governance Committee], Judith Fabian, Jan Juillerat [Vice-Chair of Council], Professor Karen Holford [Deputy Vice-Chancellor], Professor Mary Heimann, Professor Colin Riordan [Vice-Chancellor], Judge Ray Singh, Jackie Yip.

Attendees:        Orosia Asby (minute 707 & 708), Dave Bembo (minute 713 & 714) John Britton, Deborah Collins [Secretary to the Committee], Katy Dale, Emma Gore (minute 709-711), Ben Lewis (minute 719), TJ Rawlinson (minute 713 & 714), Richard Walters and Alex Payne (Minute-taker).

Apologies:         Professor Marc Buehner and Professor Stuart Palmer [Chair of Council].

698  Preliminaries

Noted

698.1              Mary Heimann and Richard Walters were welcome to their first meeting of the Governance Committee.

699 Minutes of previous meeting

Members were invited to review the minutes of the meeting held on the 25 September 2019, and to comment or suggest amendments as appropriate.

Resolved

699.1              The minutes of the meeting held on the 25 September 2019 were agreed to be a true and accurate record of the meeting, and as such were agreed by the Chair.

700  Matters arising from the minutes

Noted the Chair’s action in respect of the endorsement of the 2018/2019 Corporate Governance Statement, which was included within the Annual Report and Financial Statements.

701 Declarations of Interest

Noted

701.1              that Jan Juillerat, member of the Governance Committee, advised of her membership of the Cardiff University Business School Ethical Review Board.

702 HEFCW Institutional Risk Review Letter & University response

Received and considered for debate paper 19/180B, ‘HEFCW Institutional Risk Review Letter and University Response’. John Britton, Director of Strategic Planning & Governance, was invited to speak to this item.

Resolved

702.1              that the Committee endorsed the HEFCW Institutional Risk Review Letter and University Response for progression to Council for approval.

703  Compliance Report against the HEFCW Financial Management Code

Received and considered for debate paper 19/175B ‘Compliance Report against the HEFCW Financial Management Code’. John Britton, Director of Strategic Planning & Governance, was invited to speak to this item.

Noted

703.1               [Redacted]

703.2              [Redacted]

704 Compliance Report against The CUC Higher Education Code of Governance

Received and noted paper 19/176B, ‘Compliance Report against the Requirements of the CUC Higher Education Code of Governance’. John Britton, Director of Strategic Planning & Governance, was invited to speak to this item.

Noted

704.1              that the report confirmed that the University has met all requirements of the 2018 Committee of University Chair’s Higher Education Code of Governance.

705 Report from the Equality, Diversity and Inclusion Sub-Committee

Received and considered for decision paper 19/159, ‘Report from the Equality, Diversity and Inclusion Sub-Committee’. Professor Karen Holford, Deputy Vice-Chancellor was invited to speak to this item.

Noted

705.1              the effectiveness of the sub-committee, its ability to effect change and that the sub-committee monitors institutional diversity data which is reported through the Annual Quality Report;

705.2              the changes in the Terms of Reference for the sub-committee in respect of increasing the membership to include the Chair of the Race Equality Steering Group, and the Chair of the Gender Equality Steering group;

Resolved

705.3              that the Committee approved the changes to the Terms of Reference for the Equality, Diversity and Inclusion Sub-Committee to include the Chair of the Race Equality Steering Group and the Chair of the Gender Equality Steering group.

706 Report from Health, Safety and Environment Sub-Committee

Received and considered for debate paper 19/160, ‘Report from the Health, Safety and Environment Sub-Committee’. Professor Karen Holford, Deputy Vice-Chancellor and Chair of the Health, Safety and Environment Sub-Committee was invited to speak to this item.

Noted

706.1              that there were ongoing discussions around oversight of environmental sustainability issues and well-being across the University’s governance framework;

706.2              that it could be appropriate to formalise oversight of well-being within the Terms of Reference for the Governance Committee;

706.3              that a Dean for Environmental Sustainability had been recently appointed.

707 Report from the Biological Standards Committee

Received and noted paper 19/161B, ‘Report from the Biological Standards Committee’. Orosia Asby, Biological Standards Officer, was available to speak to this item.

708  Animals (Scientific Procedures) Act 1986: Compliance Report – Statement of the Establishment Holder 2018/19

Received and considered for debate paper 19/174B, ‘Animals Scientific Procedures Act 1986 Compliance Report 2018/2019’. Orosia Asby, Biological Standards Officer, was invited to speak to this item.

Noted

708.1               [Redacted]

708.2              [Redacted]

Resolved

708.3              that the Committee endorsed the Animals Scientific Procedures Act 1986 Compliance Report 2018/2019 for progression to Council for approval.

709  Report from the University Research Integrity and Ethics Committee

Received and noted paper 19/162, ‘Report from URIEC to Governance Committee’. Emma Gore, Research Integrity & Governance Officer, was invited to speak to this item in place of the Chair of the University Research Integrity and Ethics Committee.

710 University Research Integrity and Ethics Committee (URIEC) Terms of Reference amendments

Received and considered for decision paper 19/163B, ‘URIEC Terms of Reference Amendments’. Emma Gore, Research Integrity & Governance Officer, was invited to speak to this item in place of the Chair of the University Research Integrity and Ethics Committee.

Noted

710.1              the rationale for the changes and the importance of changing the name of the committee to ‘Open’ research, and that this change had been discussed extensively by UREIC;

710.2              that it was suggested that instead of ‘develop innovative approaches’ the updated Terms of Reference (point iv of the updated constitution) could read ‘support open research’;

Resolved

710.3              that the Committee approved the amendments to the Terms of Reference of URIEC. It was noted that as URIEC is a joint sub-committee of Governance Committee and Senate it would be necessary for the changes to be jointly approved by Senate before taking effect.

711 Annual Statement on Research Integrity 2018/19

Received and considered for debate paper 19/164, ‘Annual Statement on Research Integrity’. Emma Gore, Research Integrity & Governance Officer, was invited to speak to this item.

Resolved

711.1               that the Committee endorsed the Annual Statement on Research Integrity 2018/2019 for progression to Council for approval.

712 Powell Review: Review of Recommendations

Received and considered for debate paper 19/165B, ‘Powell Review: Consideration of Recommendations for Endorsement’. Deborah Collins, Chief Operating Officer and University Secretary, was invited to speak to this item.

Noted

712.1              that that Committee discussed the outcomes from the previous meeting and considered the recommendations within the report. It was noted that recommendations one to five were fully endorsed;

712.2              that recommendation six was generally endorsed, however it was requested that consideration be given to it by Council;

712.3              that in respect of recommendation seven it was considered most appropriate for a working group to be established to discuss further, taking into account the outcomes of the Wales Governance Review;

712.4              that recommendation eight was fully endorsed;

712.5              that in respect of recommendation nine it was requested that Council consider re-phrasing the recommendation to add the requirement that the Chair of Council may be appointed from amongst the lay members, permitting flexibility in the approach but retaining the provision that the Chair had to be a lay member (i.e. not a member of staff or a student);

712.6              that recommendations ten, eleven, twelve and thirteen were fully endorsed, but that in respect of recommendations eleven A-F further discussion was required by Council.

712.7              that recommendation fourteen was generally endorsed subject to Council’s specific consideration of certain matters including whether it would be appropriate for oversight of health and safety matters to be within the remit of the Finance & Resources Committee;

712.8              that recommendations fifteen A and D were fully endorsed, but that recommendations fifteen B and fifteen C require consideration by Council;

712.9              that recommendation sixteen required consideration by Council. That it was suggested that in reference to this recommendation the Ordinances be updated to reflect the extant position, and that the language be strengthened in order to reflect current practice;

712.10            that recommendations seventeen and eighteen were fully endorsed;

Resolved

712.11            that the outcomes of this discussion should be presented to Council for discussion and decision.

713 Code of External Funding Practice

Received and considered for debate paper 19/166B, ‘Code of External Funding Practice’. TJ Rawlinson, Director of Alumni & Relations, was invited to speak to this item.

Resolved

713.1              that the Committee endorsed the Code of External Funding practice for progression to Council for approval;

713.2              that the Committee endorsed the creation of a Funders Advisory Board, and that the Terms of Reference as presented be submitted to Council for approval.

714  Annual Report: Fundraising Assurance

Received and considered for debate paper 19/167B, ‘Annual Fundraising Assurance Report’. TJ Rawlinson, Director of Alumni & Relations, was invited to speak to this item.

Noted

714.1              the details of a specific complaint and the suggested course of action to manage the complaint, and that the University had sought advice from the Charity Commission to inform its response;

714.2              that the Charity Commission advised that the duty to respond lay with the governing body as Trustees of the charity, and that authority was being sought for this to be delegated to the executive accordingly;

714.3              that the Committee considered it appropriate for authority to resolve this complaint be delegated to the Director of Alumni & Relations, and that such a recommendation be made to Council;

Resolved

714.4              that the Committee endorsed the proposal for authority to resolve the complaint be delegated to the Director of Alumni & Relations, and that this approach should be progressed to Council for approval.

715 Treharne – Report on progress

Received and considered for debate paper 19/168B, ‘Treharne Review Part 2 Action Plan’. Deborah Collins, COO & University Secretary was available to speak to this item.

Noted

715.1              that the Committee received the progress against the Treharne Review action plan.

716  The University’s next External Effectiveness Review

Received and considered for debate paper 19/169B,’The University’s Next External Effectiveness Review’. Deborah Collins, COO & University Secretary, was invited to speak to this item.

Noted

716.1              that the Committee of University Chairs (CUC) Higher Education Code of Governance requires an external effectiveness review to be facilitated every four years;

716.2              that it would be sensible for such a review to be completed in the Spring of 2021, and that undergoing a review at this time would allow for the recommendations of the Powell Review to have been fully embedded;

716.3               that given the wider context and other ongoing activities, it would be appropriate to discuss the matter of timing with HEFCW to ensure the action is in line with regulatory expectations;

Resolved

716.4              that the Head of Governance Services would engage with HEFCW on this matter, and report back to Governance Committee in due course.

717 Lay Membership of Council and its Committees

Received and considered for debate paper 19/170B,’Lay Membership of Council and its Committees’. Deborah Collins, COO & University Secretary, was invited to speak to this item.

Noted

717.1               the desired approach to the recruitment of lay members of Council, and that the skills which will be lost from the lay members of Council who are retiring at the end of this academic year will be predominantly financial;

717.2              that in respect of recruitment of lay members of Council the University’s constitution requires it to publicise the vacancies within the institution to seek nominations from stakeholders;

717.3              that the Committee supported the appointment of Professor Dame Janet Finch as a lay member of Council, and subject to this appointment, as a Council lay member of the Remuneration Committee;

Resolved

717.4              that it would be most effective to use a recruitment agency to facilitate the search for candidates to fill the vacancies outlined in the report;

717.5              that a skills audit of the lay members of Council would be conducted to inform this activity, and that this would be supported by Governance Services;

717.6              that that Committee endorsed the recommendation that Professor Dame Janet Finch be appointed as a lay member of Council, and that this nomination should be presented to Council for approval;

717.7              that the Committee endorsed the recommendation that Professor Dame Janet Finch be appointed as a Council lay member to the Remuneration Committee (subject to her appointment to Council) and that this nomination would be presented to Council for approval.

718  Chair of Council

Received and considered for debate paper 19/171B,’Chairship of Council’. This item was led by the Committee Chair, with support from Deborah Collins, COO & University Secretary.

Noted

718.1              the wider context and turnover of lay members across Council over the coming academic years, and that it was important for the Committee to provide guidance as to how to proceed;

718.2              that in order to ensure that all factors are considered it would be most appropriate for the lay members of Council to discuss the matter further, at a closed meeting;

Resolved

718.3              that the appointment record for the Vice-Chair of Council should be corrected to reflect the fact that it is co-terminous with that of the Chair of Council;

718.4              that a closed meeting of the lay members of Council should be arranged to enable adequate discussion of this matter, and that arrangements should be made accordingly.

719  Annual Report: HEFCW Prevent Return

Received and considered for debate paper 19/173B, ‘Prevent Duty Statutory Monitoring Return 2018/2019’. Ben Lewis, Director of Student Support and Well-being, was invited to speak to this item.

Noted

719.1               that HEFCW is the authority appointed in Wales to undertake monitoring of compliance against the Counter-Terrorism and Security Act 2015 (CTSA 2015), and that the paper included a letter from HEFCW following the 2018 submission;

719.2              that HEFCW had commented on the University’s approach to training and that it was important to consider how best to deliver this to staff, and that the Students’ Union has a statutory duty to engage with the CTSA 2015;

719.3              that there was an error on page 149 of the Meeting Book in respect to the figures cited regarding training, and that the report would be corrected before submission to Council;

719.4              that training was mandatory for staff who work directly with students;

Resolved

719.5              that, subject to the incorrect figure being updated, the Committee endorsed the annual Prevent Duty Statutory Monitoring Return 2018/2019 to HEFCW, for progression to Council for approval.

720 Complaints Report: Students, Staff & Third Parties 2018/19

Received and considered for debate paper 19/172B, ‘Complaints Report: Students, Staff and Third Parties 2018/2019’. John Britton, Director of Strategic Planning and Governance, was invited to speak to this item.

Noted

720.1              that the data listed under staff complaints did not include staff grievances, and that it was important that the University’s reporting processes are clear and transparent.

721 Governance Services Internal Audit – Outcomes

Received and considered for debate paper 19/177B, ‘Internal Audit of Governance Arrangements’. Deborah Collins, COO & University Secretary was available to speak to this item.

722 Annual Review: Students’ Union Relationship Agreement & Student Charter

Received and considered for debate paper 19/178, ‘Students’ Union Relationship Agreement and Student Charter’. John Britton, Director of Strategic Planning and Governance, was invited to speak to this item.

Noted

722.1              that it was suggested that the Student Charter could make reference to the Well-being of Futures Generations (Wales) Act 2015 and the Welsh Language Standards;

722.2              that it was important to clarify the role of students across the University’s governance framework, and that the language in the Relationship Agreement should be changed to reflect the actual position;

Resolved

722.3              that the Committee endorsed the amendments to the Student Charter for progression to Council for approval;

722.4              that, subject to amendment of the Relationship Agreement to change the language used from ‘student voice’ to ‘student perspective’, the Students’ Union Relationship Agreement’ was endorsed for progression to Council for approval.

723 Students’ Union Memorandum & Articles of Association Changes

Received and considered for debate paper 19/179, ‘Administrative Review of the Students’ Union’s Memorandum & Articles of Association’. Jackie Yip, Students’ Union President, was invited to speak to this item.

Noted

723.1              that the amendments presented were solely administrative in nature;

Resolved

723.2              that the Committee endorsed the amendments to the Students’ Union’s Memorandum and Articles of Association for progression to Council for approval.

724 Draft Modern Slavery and Human Trafficking Statement 2020

Received and considered for debate paper 19/181, ‘Draft Modern Slavery and Human Trafficking Statement 2020’. Deborah Collins, COO & University Secretary was invited to speak to this item.

Resolved

724.1              that the Committee endorsed the Draft Modern Slavery and Human Trafficking Statement 2020 for progression to Council for approval.

725 Any Other Business

No other business was received.

726 Agenda for the next meeting

Received and considered for decision paper 19/182, ‘Governance Committee – Agenda for the Next meeting’. This item was led by the Chair.

Resolved

726.1              that the Committee approved the agenda for the next meeting of the Governance Committee in March 2020.