Governance Committee Minutes 12 March 2020

Minutes of the meeting of Cardiff University Governance Committee held on 12 March 2020, in room 0.51, Main Building at 11:00-13:30.

Present: Lin Phillips [Chair of Governance Committee], Professor Colin Riordan [Vice-Chancellor], Judith Fabian, Jan Juillerat [Vice-Chair of Council], Professor Karen Holford [Deputy Vice-Chancellor – except minute 744], Professor Mary Heimann, Judge Ray Singh, Jackie Yip, Professor Marc Buehner and Professor Stuart Palmer [Chair of Council – except minute 743].

Attendees: Katy Dale, Julia Lofthouse, Oliver Mweemba, Erold Naomab, Alex Payne (Minute-taker), Chris Shaw (minute 736-738), Richard Walters.

Apologies: Deborah Collins and John Britton.

727 Preliminaries

Noted

727.1 Julia Lofthouse, Interim Deputy Secretary and General Counsel, was welcomed to her first meeting of the Governance Committee. Ms Lofthouse will be in post until the end of May 2020.

727.2 Observers Erold Naomab, Assistant Pro-Vice Chancellor, University of Namibia, and Oliver Mweemba, Lecturer/Researcher in the Department of Health Promotion and Education, University of Zambia, were welcomed to the meeting.

728 Minutes of previous meeting

Members were invited to review the minutes of the meeting held on the 14 November 2019, and to comment or suggest amendments as appropriate.

Resolved

728.1 the minutes of the meeting held on the 14 November 2019 were agreed to be a true and accurate record of the meeting, and as such were agreed by the Chair.

729 Matters arising

729.1 Powell Review: Review of Recommendations [712]

Noted

.1 that the Governance Working Group has had a preliminary meeting, discussed the outcomes of the Camm Review, and will be meeting next on the 02 April. A substantial review of the recommendations from the Powell Review will be undertaken at this meeting;

.2 that the Governance Working Group is a working group of the Governance Committee and as such the outcome of its work would be brought to Governance Committee before being take to Council;

.3 that it was important that the Terms of Reference for the Working Group were clearly communicated and that its remit was clear;

.4 that the Governance Working Group had made good progress, and that the matters which have already informally been agreed by Council would be progressed together with the outcomes of the Working Group’s deliberations as speedily as practicable.

729.2 The university’s next Governing Body External Effectiveness Review [716]

Noted

.1 that the Interim Head of Governance Services had discussed the matter with the Higher Education Funding Council for Wales (HEFCW), and that HEFCW was content with the University planning its next external effectiveness review for the Spring of 2021;

.2 that planning for the next review would start during Cycle 1 of 2020/21, would provide for external facilitation and that the Chancellor would be invited to participate.

729.3 Governance Framework Review

Noted

.1 that the Governance Framework document was due for review, but that it had been agreed by the Chair of Governance Committee that this business would be held in abeyance until the wider review of the University’s governance arrangements had been completed.

730 Declarations of interest

Noted

730.1 that Professor Stuart Palmer, Chair of Council, declared an interest in item 12 of the agenda, ‘Chair of Council’;

730.2 that Professor Karen Holford, Deputy Vice-Chancellor, declared an interest in respect of item 13 of the agenda ‘Governance Committee – Co-opted Membership’.

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

Received and considered for debate paper 19/437B, ‘Report from the Chair of the Equality, Diversity & Inclusion Sub-Committee’. Professor Karen Holford, Deputy Vice-Chancellor, was available to speak to this item.

732 Strategic Equality Plan Annual Monitoring Report 2018-2019

Received and considered for debate paper 19/438, ‘Strategic Equality Plan Annual Monitoring Report 2018-2019’. Professor Karen Holford, Deputy Vice-Chancellor, was invited to speak to this item.

Noted

732.1 that there were two outstanding (red) objectives from the current Strategic Equality Plan (SEP) which will be addressed in the SEP for 2020-2024;

732.2 that congratulations were given on the significant cultural changes achieved to deliver the objectives of the SEP, and that its outcomes were positive;

732.3 that it was important to be clear the reasons for projects being successful and how success was measured;

732.4 that for reasons concerning physical infrastructure it had not been possible to progress objectives in respect of estates matters as quickly as would have been wished but that positive feedback had been received where action had been taken;

732.5 that all staff were required to complete unconscious bias training, and that this would be made available to members of Council where requested;

732.6 that the University has a working group which reports to the Equality, Diversity and Inclusion Sub-Committee and that the black, Asian and minority ethnic awarding gap had been discussed;

732.7 that the university’s black, Asian and minority ethnic awarding gap is approximately 11%, and that significant effort is being made to reduce and eliminate this gap;

732.8 that objective (reference 43) in respect of developing a scheme which encourages black, Asian and minority ethnic, female and disabled participants to apply to observe committee meetings had a completion date of 2020, but that this is an ongoing action;

732.9 that developing a shadowing or apprenticeship programme could be a means of furthering this objective, and that this idea will be taken to the Race Equality Group for consideration;

732.10 that following the black, Asian and minority ethnic awarding gap, the next most significant challenge for the University is prevalence of black, Asian and minority ethnic people in positions of leadership, and that this would be a major objective for the coming year;

732.11 that it was important to ensure that all possible ethnicities and religions were captured and reported, noting that Judaism did not appear in the declarations made by staff;

Resolved

732.12 that the unconscious bias training prepared for staff would be made available to members of Council where requested, and that this would be provided for Judith Fabian;

732.13 that developing a shadowing or apprenticeship programme could be a means of supporting objective (reference) 43, and that this idea will be taken to the Race Equality Group for consideration;

732.14 that following discussion the SEP Annual Monitoring Report 2018-2019 was endorsed for progression to Council on 2 April 2020 and that as the report was due for publication by the 31 March 2020 approval would be sought by Chair’s Action.

733 Strategic Equality Plan 2020-2024

Received and considered for debate paper 19/439, ‘Strategic Equality Plan 2020-2024’. Professor Karen Holford, Deputy Vice-Chancellor, was invited to speak to this item.

Noted

733.1 that as with the outgoing SEP the primary challenge of the SEP 2020-2024 is the black, Asian and minority ethnic awarding gap and the next is the number of black, Asian and minority ethnic people in positions of leadership;

733.2 that it could be sensible to have a statement around the University’s approach for the core strand of equality, diversity and inclusion, and its relationship to research and the Research Excellence Framework;

733.3 that although the objectives have measurable outcomes, providing benchmarking data would be a helpful addition, providing a baseline for the metrics;

733.4 that the Students’ Union is supportive of the Plan and the associated communication strategy and offered to assist the University in its delivery;

Resolved

733.5 that comments received regarding the SEP 2020-24 and its relationship to research and the inclusion of benchmarking data would be considered for the final version of the Plan;

733.6 that following discussion the SEP 2020-2024 was endorsed for progression to Council on 2 April 2020 and that as the plan was due for publication by the 31 March 2020 approval would be sought by Chair’s Action.

734 Agenda from the Health, Safety and Environment Sub-Committee

Received and considered for information paper 19/451, ‘Agenda from the Health, Safety & Environment Sub-Committee’. Professor Karen Holford, Deputy Vice-Chancellor, was invited to speak to this item.

Noted

734.1 that the university had declared a major incident in respect of the Coronavirus pandemic in the last 24 hours, and from this afternoon the major incident team would be monitoring and managing the response.

735 Report from the Biological Standards Committee

Received and considered for debate paper 19/440B, ‘Report from the Biological Standards Committee’. There was no committee representative present for this item.

736 Report from the Open Research, Integrity and Ethics Sub-Committee

Received and considered for debate paper 19/441, ‘Report from the Open Research, Integrity & Ethics Sub-Committee’. Chris Shaw, Research Governance Co-ordinator, and Secretary to this committee was available to speak to this item.

737 Cardiff University Open Research Action Plan

Received and considered for debate paper 19/441 (Appendix 1), ‘Cardiff University Open Research Action Plan’. Chris Shaw, Research Governance Co-ordinator, and Secretary to this committee was available to speak to this item.

Noted

737.1 that the Open Research Action Plan had been endorsed by the University Executive Board (UEB) and by the Open Research Integrity & Ethics Committee (ORIEC);

Resolved

737.2 that the Cardiff University Open Research Action Plan was endorsed by the Governance Committee for progression to Council for approval.

738 Cardiff University Open Research Position Statement

Received and considered for debate paper 19/441 (Appendix 2), ‘Cardiff University Open Research Position Statement. Chris Shaw, Research Governance Co-ordinator, and Secretary to this committee was available to speak to this item.

Noted

738.1 that the Cardiff University Open Research Position Statement had been approved by UEB and ORIEC, and that the statement would be made publicly accessible;

738.2 that the Position Statement has taken account of national and international guidance, and provides an overview and explanation of open research;

Resolved

738.3 that the Cardiff University Open Research Position Statement was endorsed by the Governance Committee for progression to Council for approval.

739 School Name Change – Earth and Ocean Sciences, amendment to Ordinance Nine

Received and considered for debate paper 19/442B, ‘Renaming the School of Earth & Ocean Sciences’.

Noted

739.1 the rationale for the change in name of the School of Earth & Ocean Sciences to the School of Earth & Environmental Sciences, and that this change had been endorsed by Senate;

739.2 that through the School of Earth and Ocean Sciences University was now able to offer a joint degree programme across the disciplines of human geography and physical geography;

739.3 that this change would require a revision of Ordinance nine (Academic Bodies) Annex A 1.3 to change ‘Cardiff School of Earth and Ocean Sciences’ to ‘Cardiff School of Earth and Environmental Sciences’;

Resolved

739.4 that the Governance Committee endorsed the required amendment to Ordinance nine (Academic Bodies) Annex A 1.3 for progression to Council for approval.

740 Remuneration Committee Terms of Reference, amendment to Ordinance Ten (D)

Received and considered for debate paper 19/443B, ‘Update to Remuneration Committee Terms of Reference and Membership’. Jan Juillerat, Vice-Chair of Council and Chair of the Remuneration Committee was available to speak to this item.

Resolved

740.1 that the amendments to the Remuneration Committee Terms of Reference as presented were endorsed by the Governance Committee for progression to Council for approval.

741 University Awards and Progress Committee Terms of Reference Amendments

Received and considered for debate paper 19/444B, ‘University Awards and Progress Committee’.

Resolved

741.1 that the amendments to the University Awards and Progress Committee Terms of Reference as presented were endorsed by the Governance Committee for progression to Council for approval.

742 Membership of Council and its Committees

Received and considered for debate paper 19/452B, ‘Membership of Council and its Committees’. This paper was presented by the Chair of Governance Committee.

Noted

742.1 the draft skills self-assessment form for members of Council presented in paper 19/436, and that it was suggested that the response options in the form be amended to ‘awareness, knowledge and expertise’;

742.2 that by consent the skills self-assessment form had been adapted by the Governance Services Team from an example received from the University of Bristol;

742.3 that for consistency it was suggested that the skill reference ‘equality and diversity’ be amended to read ‘equality, diversity and inclusion’;

742.4 that under Council Chair’s Action lay member recruitment was to be facilitated by the firm Perrett Laver, search consultants;

742.5 that Perrett Laver had given assurance that the firm would be able to achieve the desired recruitment timetable, with nominations for appointments being made to the July 2020 meeting of Council.

Resolved

742.6 that the skills self-assessment form be edited in line with this discussion, and issued to all members of Council before the next meeting of Council.

743 Chair of Council

Received and considered for debate paper 19/453B, ‘Chair of Council’. This item was led by the Chair of Governance Committee. Professor Stuart Palmer, Chair of Council, was absent for this item.

Noted

743.1 that Jan Juillerat, Vice-Chair of Council, had been appointed as Chair of the Nominations Committee, and advised that the lay members of Council had met on the 10 February to discuss this matter;

743.2 that it was intended to instruct a recruitment agency to facilitate the search for a new Chair of Council, and that Council was to be invited to discuss and approve the recruitment mechanism;

743.3 that it was necessary to consider and recommend for approval by Council the intention to recruit a new Chair of Council in readiness for 1 August 2021;

743.4 that Ordinances and Statute provide that the Chair shall be appointed by the Council from amongst the lay members of Council;

743.5 that Ordinances and Statute need to be revised to allow for the appointment of a Chair who is not already a lay member;

743.6 that it was important to ensure that there is transparency in respect of this activity and that all members of Council should have the ability to contribute;

743.7 that it is for the lay members of Council, following the approach being discussed and agreed by Council collectively, to seek and nominate the Chair for appointment but for the formal appointment to be made by all members of Council.

Resolved

743.8 that the Governance Committee endorsed the intention to recruit a new Chair of Council in readiness for 1 August 2021, and that this proposal would be progressed to Council for approval.

744 Governance Committee – Co-Opted Membership

Received and considered for decision paper 19/445B, ‘Governance Committee Co-opted Membership’. The Chair of Governance Committee led this item. Professor Karen Holford, Deputy Vice-Chancellor, was absent for this item.

744.1 Resolved

that the Deputy Vice-Chancellor be re-appointed as a co-opted member of the Governance Committee for a second term of three years from 3 April 2020 to 31 July 2023.

745 Publication Policy

Received and considered for decision paper 19/446B, ‘Publication Policy’. Richard Walters, Interim Head of Governance Services, was invited to speak to this item.

Noted

745.1 that the draft of the new Publication Policy was well received by the Committee, and that the Governance Services Team were thanked for its development;

745.2 that it was suggested that provision 1.7, in reference to the requirement to translate minutes into Welsh prior to publication, be edited to read ‘Subject to the time required for translation minutes will be uploaded within ten days of being approved’;

Resolved

745.3 that subject to inclusion of the suggested change, the Publication Policy as presented was approved by the Governance Committee for implementation.

746 Fee and Access Plan Application 2021/22

Received and considered for debate paper 19/447, ‘FAP Application 21/22 – FINAL’. Professor Karen Holford, Deputy Vice-Chancellor, was invited to speak to this item.

Noted

746.1 that the contents of the Fee & Access Plan (FAP) application for 2021/22 were reviewed, and that HEFCW have adapted how they require Universities to present the application;

746.2 that the University will be audited by HEFCW against the figures included in the application, and that there is a new requirement in respect of under-represented groups;

746.3 that the University has engaged with the Students’ Union in developing the FAP 2021/22 application, and that the targets included were ambitious but achievable;

Resolved

746.4 that the FAP application for 2021/2022 was endorsed for progression to Council for approval, noting that authorisation would be given by Chair’s action due to the need to submit the application by 20 March 2020.

747 Any other business

Noted

747.1 the recent publication of staff survey results and a request for information on how the Executive intended to respond to improve the position;

747.2 the apparent disparity between what has been reported by the senior leadership and the reported experiences of many University staff;

747.3 that it was acknowledged that the survey was faciliated during a difficult period and that the institution has been undergoing a significant transformation programme;

747.4 that the Vice-Chancellor accepted that the position must be addressed and that discussions have recently been held with the University College Union and students;

747.5 the varying experiences of staff across the institution, and the difficulty in delivering objectives and achieving progress whilst managing all stakeholder expectations;

747.6 that listening to the lived experiences of staff and responding to the comments received through the staff survey is important if cultural changes are to be effected.

748 Consultation on the review of the Higher Education Code of Governance

Noted that the University’s final response to this consultation would be discussed with the Chair of the Governance Committee prior to submission to CUC.

749 Annual Welsh Language Monitoring Report 2019

Received and considered for information paper 19/448B, ‘Annual Welsh Language Monitoring Report 2019’.

750 Management response: 2018 HEFCW Institutional Assurance Review

Received and considered for information paper 14/449B, ‘Management Response 2018 HEFCW Institutional Assurance Review’.