Governance Committee Minutes 19 May 2020

Minutes of the meeting of Cardiff University Governance Committee held on 19 May 2020, by Zoom, at 9:15-11:45

Present:             Lin Phillips [Chair of Governance Committee], Professor Colin Riordan [Vice-Chancellor], Judith Fabian [except minute 766.4], Jan Juillerat [Vice-Chair of Council], Professor Karen Holford [Deputy Vice-Chancellor], Professor Mary Heimann [from minute 758], Judge Ray Singh [until minute 766], Jackie Yip, Professor Marc Buehner and Professor Stuart Palmer [Chair of Council].

Attendees:        Rashi Jain [Acting University Secretary], Julia Lofthouse, James Merrifield [minute 767 only], Alex Payne (Minute-taker), Claire Sanders [Interim Chief Operating Officer], Richard Walters.

752 Preliminaries

Noted

752.1              Rashi Jain, Acting University Secretary, was welcomed to her first meeting of the Governance Committee. Mrs Jain began in post on the 11 May 2020;

752.2              Claire Sanders was welcomed to her first meeting of the Governance Committee in her capacity as Interim Chief Operating Officer.

753 Minutes of Previous Meeting

Members were invited to review the minutes of the meeting held on the 12 March 2020, and to comment or suggest amendments as appropriate.

Noted

753.1              that there was a typographical error in the title of minute 735, and that it should have read ‘Standards Committee’ as opposed to ‘Stanards Committee’;

Resolved

753.2              that subject to this correction, the minutes of the meeting held on the 12 March 2020 were agreed to be a true and accurate record of the meeting.

754 Matters Arising

Noted

754.1               Next External Effective Review [729.2]

.1         that HEFCW had confirmed their contentment with the University’s next external effectiveness review being scheduled for Spring 2021;

.2         that it would be necessary for the University Secretary to discuss the approach for the review with the Chair of the Governance Committee, to instigate in early 2020/21.

Resolved

.3         that the University Secretary and Chair of Governance Committee should discuss arrangements and actions required for the external review in early 2020/2021.

755 Declarations of Interest

Noted

755.1              that Judith Fabian declared an interest in respect of item 14 of the agenda, ‘Lay Membership of Council & its Committees’, in reference to consideration of her appointment as Chair of the Committee;

755.2              that Jackie Yip declared an interest in respect of items 17 and 20 of the agenda, ‘Students’ Union Financial Agreement Annual Review’, and ‘Students’ Union Relationship Agreement & Student Charter Annual Review Update’, respectively.

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

Received and considered for debate paper 19/622, ‘Report from Equality, Diversity and Inclusion Sub-Committee’. Professor Karen Holford, Chair of this committee, was invited to speak to this item.

Noted

756.1              the importance of the Strategic Equality Plan, and that in light of COVID-19 it would be important to reassess and reprioritise the actions within the Plan.

757 Report from the Health, Safety and Environment Sub-Committee

Received and considered for debate paper 19/623, ‘Report from Health, Safety & Environment Sub-Committee’. Professor Karen Holford, Chair of this committee, was invited to speak to this item.

Noted

757.1              that the University would not re-open the campus until it was sure that it could be done so safely, and that the Vice-Chancellor had constituted a Taskforce to co-ordinate the University’s strategic response to COVID-19;

757.2              that a sub-group of the Taskforce had been created to provide direction on the use of face coverings, and that adjustments required to maintain social distancing and apply hygiene measures were being considered;

757.3              that the University has the capacity to undertake up to 20,000 tests for COVID-19 a day, and could therefore sample and screen the University population;

757.4              that security staff have requested use of body cameras, and that the University had agreed to review use of such a device; the Assurance Services Team have been consulted to provide advice;

757.5              that in reference to section 3.3 of the report, it was confirmed that all halls of residence have been reviewed, and are health and safety compliant.

758 Staff Drug and Alcohol Policy and Guidance

Received and considered for debate paper 19/624, ‘Staff Drug and Alcohol Policy and Guidance’. Professor Karen Holford was invited to speak to this item.

Noted

758.1              that it attempts to makes clear the expectations of staff, and that with the exception of formal University functions, the consumption of alcohol whilst at work is prohibited;

758.2              that interpretation of the policy was questioned, and that it could be argued that the University had double standards if staff are permitted to consume alcohol at University functions, but not on other occasions;

758.3              that it would be important to have assurance regarding the University’s approach in respect of sanctions applied where staff breach the policy;

758.4              that it was agreed that the language of the policy could be improved to ensure clarity of interpretation, and that it would be reviewed for presentation to Council in July;

Resolved

758.5              that the Committee requested that the language be reviewed, and that the Health, Safety and Environment Sub-Committee and Governance Committee should consider by correspondence before presentation to Council.

759 Report from the Biological Standards Committee

Received and considered for debate paper 19/625B, ‘Report from the BSC to Governance Committee’. There was no one in attendance to speak to this item.

Noted

759.1              the power failure at the Heath Park Campus at the end of February 2020 detailed in the report, and it was asked that an update be provided to the Committee;

Resolved

759.2              that an update in respect of the power failure at the Heath Park Campus at the end of February 2020 be provided for the Committee’s information in due course.

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

Received and considered for debate paper 19/626B, ‘Report from ORIEC to Governance Committee’. There was no one in attendance to speak to this item.

761 Powell Review Recommendations and Actions

Received and considered for debate paper 19/627B, ‘Powell Review Recommendations and Actions’. Jan Juillerat, Vice-Chair of Council, was invited to speak to this item.

Noted

761.1              that attention was drawn to the components of the Powell Review where a conclusion was yet to be reached by the Governance Working Group (GWG);

761.2              that the recommendation in respect of the size and composition of Council had been discussed by the GWG, but that a conclusion had not been reached;

761.3              that the outcome of the Camm Review recommended that membership of institution governing bodies should ideally not exceed 22 members, providing scope for exceptions;

761.4              that the size of the University and its committee structure means that it is necessary to have at least twelve lay members of Council to sufficiently populate respective membership;

761.5              that if there was to be a reduction in the number of lay members on Council then the skills and experiences held would become especially important;

761.6              that the Vice-Chancellor indicated the outcome of the Camm Review of a reduction in the size of governing bodies across the sector in Wales to no more than 22, was a directive;

761.7              that if institutions did not respond to this aspect of the Camm Review the Welsh Government would very likely legislate to force such a change; it is therefore important that Council carefully consider this matter;

761.8              that the GWG had already been convened to continue to discuss this matter, and the outcome of the discussion would be presented to Council in July for consideration;

761.9              that an outcome of the Powell Review which requires significant consideration is the need to review the Ordinances to propose a robust framework of delegated authority from Council to its committees;

761.10            that the GWG considered it could be appropriate for the Estates and Infrastructure Sub-Committee to become a Committee of Council, as opposed to a Sub-Committee of the Policy and Resources Committee;

761.11            that such a change would require careful consideration in respect of the flow of business between Committees and Council;

761.12            that substantial resource in the Governance Services Team would be required to undertake the work generated by the Powell Review, and that the outcomes of the review should be prioritised and works implemented following agreement of a schedule;

761.13            that it was understood that because of COVID-19, HEFCW would not expect institutions to progress with the outcomes of the Camm Review at the same pace; however, the revised expectations were unclear;

Resolved

761.14            that the GWG would continue to consider the size and composition of Council, and that the outcome of the discussion would be presented to Council in July;

761.15            that the Executive should consider the conclusion reached by the GWG in respect of the Estates and Infrastructure Sub-Committee, and assess how such a change could work in practice [reference to minute 761.10].

762 CAMM Review and Regulatory Requirements

Noted that this matter was discussed during minute 761.

763 Remuneration Committee Terms of Reference amendments

Received and considered for debate paper 16/628B, ‘Remuneration Committee Terms of Reference Amendments’. Jan Juillerat, Chair of the Remuneration Committee, was invited to speak to this item.

Noted

763.1              that it was necessary to reconsider the Remuneration Committee Terms of Reference due to discrepancies identified in the version history of this Ordinance (10D);

Resolved

763.2              that the Committee endorsed the amendments to the Remuneration Committee Terms of Reference for progression to Council for approval.

764 Professorial and Senior Salaries Committee Terms of Reference

Received and noted paper 19/629B, ‘Update to Professorial and Senior Salaries Committee Terms of Reference’. Jan Juillerat was available to speak to this item.

765 Ordinance Amendments – PVC Title Change

Received and considered for debate paper 19/630, ‘Ordinance Amendments – PVC Title Change’.

Resolved

765.1              that the Committee endorsed the amendment to the terms of reference for the University Awards and Progress Committee, and the Honorary Fellows and Degrees Committee, with respect to the change in name of the Pro Vice-Chancellor Student Experience and Academic Standards to the Pro Vice-Chancellor Education and Students;

765.2              that the Committee approved the amendment to the terms of reference for the Equality, Diversity, and Inclusion Committee with respect to the change in name of the Pro Vice-Chancellor Student Experience and Academic Standards to the Pro Vice-Chancellor Education and Students.

766 Lay Membership of Council and its Committees

Received and considered for debate paper 19/636B, ‘Lay Member Appointments to Council and its Committees’. The Chair of the Committee spoke to this item.

Noted

766.1              that there has been significant interest in the lay member vacancies advertised, with twelve confirmed candidates and active conversations with 20 others; that the potential candidates were strong;

766.2              that a longlisting meeting had been scheduled for the 04 June, and that the intention was for final decisions to be made by September; which would enable the preferred candidates to begin their induction early in 2020/21;

766.3              the importance of planning how best to enact the Powell Review recommendation, once agreed, regarding the size and composition of Council, and the need to align the terms of office for lay members of Council;

766.4              that the Committee considered the proposal that Judith Fabian, lay member of Council, be appointed at the Chair of Governance Committee from the 01 August 2020;

766.5              that the approach for the recruitment of the next Chair of Council would be that a recruitment agency would be invited to support the University in this search;

766.6              that the University Statutes would require amendment to allow for the Chair of Council to be appointed from outside of the pool of current lay members, if desired;

766.7              that the intention would be for this activity to begin in early 2020/21, and that this approach would be recommended to Council for approval in July; in addition, that Veredus should be invited to bid for this work;

766.8              that there may be candidates identified during the current recruitment activity who may be suitable for the role of Chair of Council, and this would be considered at the longlisting meeting;

766.9              that there are some skills self-assessment forms yet to be returned by members of Council, and that Governance Services would continue to seek responses;

766.10            that the lay member vacancies across the Committees and Sub-Committees of Council were considered, and it was proposed that the Chair of Council follow up those which require discussion with Judith Fabian;

Resolved

766.11            that the approach discussed in respect of the recruitment for the next Chair of Council, with the required changes to the University’s governing documents, be recommended to Council for approval;

766.12            that following discussion, the appointment and re-appointment decisions proposed were endorsed by the Committee for progression to Council for approval:

.1         By re-appointment for an exceptional third term of five months until the 31 December 2020, as a lay member of Council: Dr Carol Bell;

.2         By re-appointment for an exceptional third term of five months until the 31 December 2020, as a lay member of Council: Mr Alastair Gibbons;

.3         By appointment to a first term as Chair of Governance Committee from 01 August 2020 to the 31 July 2023: Ms Judith Fabian;

.4         By re-appointment as Chair of the Policy & Resources Committee, for a period of five months, to align with his exceptional re-appointment as a lay member of Council, until the 31 December 2020: Mr. Alastair Gibbons;

.5         By appointment to a first term as Chair of the Policy & Resources Committee from 01 January 2021 to the 31 July 2023: Mr John Shakeshaft;

.6         By re-appointment as a lay member of the Investment & Banking Sub-Committee, for a period of five months, to align with his exceptional re-appointment as a lay member of Council, until 31 December 2020: Mr Alastair Gibbons;

.7         By re-appointment as Chair of the Investment & Banking Sub-Committee, for a period of five months, to align with her exceptional re-appointment as a lay member of Council until the 31 December 2020: Dr Carol Bell.

766.13            that the Chair of Council should meet with Judith Fabian to discuss the lay member vacancies across the following committees; Governance Committee, the Honorary Fellows and Degrees Committee, the Academic Promotions Committee, the Academic Standards and Quality Committee, and the Biological Standards Committee.

767 Annual Report GDPR Risk Report and Information Requests

Received and considered for debate paper 19/631B, ‘Annual Report GDPR Risk Report and Information Requests’. James Merrifield, Senior Assurance Advisor and Data Protection Officer, joined the meeting to speak to this item.

Noted

767.1              that the most significant risk in respect of the General Data Protection Regulations (GDPR) is the ‘Records of Personal Data Processing (ROPA)’, which is a register that the University must maintain which documents data processing activities;

767.2              that when the GDPR came into effect there was minimal guidance for organisations, and that the Information Commissioner’s Office has now produced more guidance, so expectations have changed;

767.3              the mitigating actions which have been proposed against each risk identified, and that the Data Information Management Operational Group (DIMOG) would assist development of these areas.

Resolved

767.4              that the Committee endorsed the Annual Report GDPR Risk Report and Information Requests for progression to Council for discussion.

768 Council Members’ Benefits Policy: Annual Review

Received and considered for debate paper 19/633, ‘Council Members’ Benefits Policy – Annual Review’. Richard Walters, Interim Head of Governance Services was invited to speak to this item.

Noted

768.1              that an annual review of the Council Members’ Benefits Policy had been undertaken, and that proposed amendments had been presented for endorsement;

Resolved

768.2              that the Committee endorsed the proposed amendments to the Council Members’ Benefits Policy for progression to Council for approval.

769 Students’ Union Financial Agreement: Annual Review

Received and considered for debate paper 19/632B, ‘Students’ Union Financial Agreement 20192020 Review’. Claire Sanders, Interim Chief Operating Officer, was invited to speak to this item.

Noted

769.1              that an annual review of the Students’ Union Financial Agreement had been undertaken, and that the outcome of the review was that no changes had been proposed; the next review would be undertaken in early 2021;

Resolved

769.2              that the Committee endorsed the Students’ Union Financial Agreement for progression to Council for approval.

770  Any Other Business

Noted

770.1              that Alex Payne, Governance Advisor, and Jackie Yip, Students’ Union President, were thanked for their work and support over the last year;

770.2              that both Marc Buehner and Mary Heimann, the Senate elected members whose terms were due to end, were thanked for their contributions;

770.3              that Richard Walters, Interim Head of Governance Services, was thanked for his support and contributions over the last seven months;

770.4              that Julia Lofthouse, Interim Deputy Secretary & General Counsel was thanked for her support and contributions over the few months;

770.5              that sincere gratitude was extended to Lin Phillips, outgoing Chair of Governance Committee, for her contributions and service to the University.

771 Agenda for the next meeting

Received and considered for decision paper 19/634B, ‘Governance Committee – Agenda for the Next Meeting – September 2020’. Judith Fabian spoke to this item.

Noted

771.1              that a meeting of the Governance Committee would be scheduled for September 2020 to support the efficiency of the business in early 2020/21;

Resolved

771.2              that subject to the inclusion of an update regarding the Camm Review and lay member recruitment activity, the agenda for the September 2020 meeting of the Committee was agreed.

772 Students’ Union Relationship Agreement and Student Charter: Annual Review Update

Received for information paper 16/635, ‘Student Charter-Relationship Agreement 2020 Annual Review Update’. Claire Sanders, Interim Chief Operating Officer, was available to speak to this item.