Governance Committee minutes 25 September 2019

Minutes of the meeting of Cardiff University Governance Committee held on 25 September 2019, in room 0.51, Main Building at 11:00 – 13:00

Present:

Lin Phillips [Chair of Governance Committee], Professor Marc Buehner, Judith Fabian, Jan Juillerat [Vice-Chair of Council], Professor Karen Holford [Deputy Vice-Chancellor], Professor Stuart Palmer [Chair of Council], Professor Colin Riordan (Items 686 – 695), Judge Ray Singh, Jackie Yip.

Attendees:

Deborah Collins, Reverend Canon Gareth Powell [Pro-Chancellor], and Alex Payne (Minute-taker).

Apologies:

Tania Deitch and John Britton.

686 Preliminaries

Noted

686.1              Jan Juillerat and Jackie Yip were welcomed to their first meeting of Governance Committee.

686.2              Reverend Canon Gareth Powell was welcomed to the meeting in his capacity as Pro-Chancellor, and in order to present his review report, under item 690.

687 Minutes of previous meeting

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

Resolved

687.1              that the minutes of the meeting held on the 14 June 2019 were confirmed as an accurate record, and will be signed by the Chair accordingly.

688  Matters arising from the minutes

There were no matters arising.

689 Declarations of Interest

There were no declarations of interest made.

690 Powell Review of the Scheme of Delegation of Cardiff University

Received and considered for debate paper 19/14B, the ‘Powell Review of the Scheme of Delegation of Cardiff University’. Reverend Canon Gareth Powell (Rev. Powell) was invited to present his report to Governance Committee.

Noted

690.1               Rev. Powell gave context to his report and considered that the challenges faced by Cardiff University are not uncommon and made more challenging by the complex relationship between governance and management;

690.2              Rev. Powell stated that there are no sweeping reforms detailed within his report, and that this position was deliberate, in recognition of the fact that the University is undergoing significant change;

690.3              Rev. Powell stated that there are questions around the role of the University Executive Board (UEB), and considered that it is important to provide clarity to the role and function of UEB;

690.4              that the Chair of Council considered the review to be valuable in developing and supporting change within the University, and considered that next steps should be agreed at the close of discussion;

690.5              that the recommendation to focus the respective committees of Council constitutions’ was welcomed;

690.6              that the recommendation detailed within item 12 of the report in respect of the University Court was received, and considered to be sensible. It was agreed necessary to undertake a wider review of Court before substantive changes are made;

690.7              that the recommendation detailed within item 13 of the report in respect of the life members of University Court was received, and the recommendation that this membership type be abolished was agreed not to be of value going forward;

690.8              that the recommendation detailed within item 14 of the report in respect of composition of committees was received. The recommendation suggested that the Vice-Chancellor should be empowered to delegate membership of any committee to another member of staff, and that this person shall normally be the Deputy Vice-Chancellor. This recommendation was considered sensible;

690.9              that the recommendation detailed within item 16 of the report, in respect of the membership of Council was received. This recommendation was considered in the context of the current Wales Governance Review;

690.10            that the outcomes of the Wales Governance Review will inform the Welsh Government’s action plan, but that it is not known when the conclusions will be received;

690.11            that at the point at which Council review the membership and composition of Council it would be important to consider the impact that this would have on the wider governance framework, and the consequences it would have on the composition and membership of the committees of Council;

690.12            that the University would be undergoing an external effectiveness review over the next two academic years, and that it would be important to consider how the skills of Council lay members could be better utilised across the governance framework;

690.13            that any changes around the composition and membership of Council should be carefully considered, and that resultant communications need to be clear about the role and function of Council as a governing body;

690.14            that it would be important to ensure clarity of understanding in respect of the recommendation detailed within item 16, as it could be misinterpreted and therefore have unintended consequences;

690.15            that the recommendation detailed within item 18 of the report, in reference to the term of office of lay members of Council appointed from the 01 August 2019 being extended for a period of up to four years, was received. This recommendation was considered to be sensible, in order to support the implementation of the University’s strategy;

690.16            that the recommendations detailed within item 19 of the report, in respect of the population from which the Chair of Council can be appointed, and that a process for appointing the Chair and Vice-Chair of the Council be incorporated into the Ordinances, was received;

690.17            that it was important to ensure clarity of interpretation in respect of the recommendations against item 19, as it could be interpreted such that any member of Council could be appointed as Chair, which was not the sentiment of this recommendation;

690.18            that it would be necessary to ensure that the recruitment process for future Chairs of Council be rigorous, and that there was a discussion around the appropriateness of appointing a Chair of Council from outside of the University given that they would not have knowledge of the institution;

690.19            that the Chair of the Governance Committee felt that appointing an external lay member to become the Chair of Council would not be appropriate, and that a lay member of Council should be so for at least a year before being becoming Chair of Council;

690.20            that the recommendations detailed within item 20 of the report, in respect of the scheme of delegation and the role of Council, were received;

690.21            that it was considered sensible to review the current scheme of delegation and authority delegated across the governance framework, from Council to its committees;

690.22            that the contents of the supplemental paper in respect of the governance processes for business cases [19/16B], which related to the Estates and Infrastructure Sub-Committee, were received;

690.23            that it was suggested by Deborah Collins, Chief Operating Officer and University Secretary, that the scheme of delegation should be considered in depth, and received by Council directly;

690.24            that the recommendations detailed against item 21 of the report, in respect of roles and authority of the committees of Council, were received;

690.25            that in respect of the recommendations cited in item 21, it would be sensible to move oversight of matters that relate to health, safety and the environment to the, once constituted, Finance and Resources Committee;

690.26            that the Chair of the Governance Committee agreed with all recommendations made within item 21 in respect of respective committee constitutions;

690.27            that the recommendations detailed within item 22 of the report, in respect of the University Executive Board (UEB), were received;

690.28            that Rev. Powell’s recommendations within item 22 were intended support the UEB by providing clarity and direction, and to suggest that UEB be delegated greater authority for decision-making - without encroaching on the authority delegated to the Vice-Chancellor;

690.29            that there was a discussion around the application of these recommendations in respect of UEB, and that the Vice-Chancellor did not consider that there would necessarily be an advantage to reviewing the authority delegated to UEB, in its role as an advisory board;

690.30            that the time in which it takes for decisions to be made, because of the committee structure and approval routes across the governance framework, was acknowledged;

690.31            that it was important to respect the space between ‘governance’ and ‘management’, and to consider the development of systems which support the rigour and timeliness of decision-making;

690.32            that it was important to precisely articulate the role and function of UEB, and that it would therefore be important to review the authority which UEB have to make decisions on behalf of Council;

690.33            that the recommendations detailed within item 23 of the report, in respect of the Statutes and Ordinances, was received;

690.34            that it was acknowledged that the clarity and language in the University’s Ordinances could be improved, in line with the conclusions and recommendation within item 23;

690.35            that the recommendation detailed within item 24 of the report, in respect of the creation of a ‘Funders Advisory Board’, was received and considered to be sensible;

690.36            that there was discussion around the practicalities of receiving and transacting business, such as the length of meetings and the volume of and length of committee papers;

690.37            that it was necessary to agree how to proceed with respect to, and how to inform the discussion around the Powell Review, which was scheduled to take place at Council’s Strategic Away Day on the 2 October 2019;

690.38            that it was suggested that at the Strategic Away Day Council Members be given the opportunity to review and discuss the recommendations, but that the exact approach would be confirmed by discussion between the Chair of Council and the University Secretary, following this meeting;

690.39            that following consideration at the Strategic Away Day, the Powell Review and associated recommendations would be formally considered by Council at its meeting in November 2019;

690.40            that it would be important to consider how to approach this, as it would not necessarily be sensible to repeat the discussion held at today’s Committee.

Resolved

690.41            that the Chair of Council and the University Secretary would confirm the approach for discussion of the Powell Review, post-meeting, in time for the 2 October 2019;

690.42            that the formal presentation of the Powell Review, and consideration of the recommendations would be made at Council in November 2019. This consideration will be informed by the discussion held today.

691 Governance process for a business case related to Estates and Infrastructure

Received and considered for debate paper 19/16B, ‘Governance Process for a Business Case related to Estates and Infrastructure’. This paper was considered as a part of the discussion under item 690.

692 Committee Membership

Received and considered for debate and decision paper 19/17B, ‘Committee Membership’. This item was presented by Deborah Collins.

Noted

692.1              in respect of recommendation 1, and the need for the committee to confirm its approach to the recruitment of its fourth lay member, that a skills-based approach would be sensible;

692.2              in respect of recommendation 2, that the committee should confirm its treatment of the term of its co-opted member, that this matter would be considered as a part of the Powell Review; but that it would be important to consider the purpose of this co-option and the value of the skills retained;

692.3              in respect of recommendation 4, that the committee should confirms its approach to the clarification of who should be its Vice-Chair, it was agreed that it was necessary to consider this appointment;

692.4              that Joanna Newman, an individual considered as suitable to be appointed as a Lay Member of Council would not be formally appointed until a vacancy arose in 2020.

Resolved

692.5              the Committee resolved that employing a skills-based approach to the recruitment for the fourth lay member of Governance Committee would be a sensible approach.

693 Governance Services Internal Audit Report

The associated paper was tabled and therefore received at the meeting. Deborah Collins answered questions in respect of this item.

Noted

693.1              that as a result of the paper having been tabled that a substantive discussion of this Internal Audit report take place at the next meeting of Governance Committee;

693.2              that the content and opinion stated within this report relates to the contents of the Corporate Governance Statement for 2018/2019, and it was therefore important to receive it today.

694 Corporate Governance Statement 2018/2019

The associated paper was tabled and therefore received at the meeting. Deborah Collins answered questions in respect of this item.

Noted

694.1              that members of Governance Committee were asked to review and contribute to the development of the Corporate Governance Statement, a component of the Annual Report & Financial Statements, for 2018/2019;

694.2              that as a result of the paper having been tabled it was agreed that the statement would be distributed via email to members of the Committee for comment to be received electronically;

Resolved

694.3              that the draft Corporate Governance Statement for 2018/2019 should be issued to members of the Committee as soon as possible for consideration, and that comments should be received electronically.

695 Induction and training for members of Council and major committees

Received and considered for debate paper, 19/18B, ‘Induction and Training for members of Council and its Major Committees’. Deborah Collins answered questions in respect of this item.

Noted

695.1              that the induction and training programme for members of Council and its major Committees was welcomed;

695.2              that the arrangements have never been as organised or transparent, and that feedback on the arrangements were sought from the Committee;

695.3              that the Committee members supported the arrangements as described, and that there was no specific feedback or recommendations made.

696 Any Other Business

There was no other business received.

697 Review of Business for the year 2019/2020

Received and considered for debate and decision paper 19/18, ‘Review of Business for the Year 2019/2020’. Deborah Collins answered questions in respect of this item.

Noted

697.1               that no feedback was received in respect of the presentation of the business for the year for Governance Committee, and as such was accepted.

Resolved

697.2              that the business for Governance Committee for the rest of the 2019/2020 academic year was received and approved, as presented.