University Council Minutes 25 November 2025

Minutes of the meeting held on 25 October 2025 at 9.15am via Microsoft Teams

Membership:

Becki Albrighton
Ingrid Barker
Mark Burch
Thomas Chambers
James Cooper
Ruth Dooley
Nicola de Iongh (Chair) (until end C.25.114)
Steve Gardiner – A
Tracey Harrison
Bianca Holland
Prof Geoff Layer
Dame Clare Marchant
Freya Rowley
Pamela Sissons
Elonka Soros (until end C.25.111)
Rt Revd Robert Springett (Chair from C.25.115)
Joe Sucksmith
Julie Walkling
Dr Peter Warry

Board Apprentices:

Ben Edgington-Thomas (until end C.25.114)
Eleanor Hill (from C.25.103)

In attendance:

Dr Matthew Andrews (Secretary to Council), Chief Operating Officer
Julie-Ann Brooks, Director of People
Jo Charles (for C.25.118), Director of Commercial and Transformation
Katharine Clough, Chief Marketing Officer
Rachel Gwynne, Interim Director of Governance
Prof Cathia Jenainati, Executive Dean – Partnerships (Head of School – Business, Computing and Social Sciences)
Dr Graham Parton, Executive Dean – Teaching Innovation (Head of School – Education, Health and Science)
Prof Angus Pryor, Executive Dean Research (Head of School – Arts, Culture and Environment)
Dan Ramsay (for C.25.121), Head of Academic Registry
Camille Stallard, Chief Financial Officer
Tanya Collins, Head of Governance and Legal
Steph Base (Minutes), Senior Governance and Secretariat Officer

C.25.100 Prayer
The Rt Revd Robert Springett led the meeting in a prayer.

C.25.101 Welcome, Apologies and Quorum
Received: apologies for absence from Steve Gardiner, and for early departure from both Nicola de Iongh and Elonka Soros. It was noted that Rt Revd Robert Springett would act as Chair following Nicola’s early departure.

Noted: the meeting was quorate.

C.25.102 Business of the Agenda
Noted: the following:

1. that as the Chair needed to leave after an hour, the agenda would be taken in the following order, to ensure the Financial Accounts and other key items were considered before the Chair left the meeting: C.25.106, 108-110, 113-114, 111-112, 115-121, and 104-107.
2. that there had been no request to unstar any item on the agenda, and therefore it was assumed that items C.25.122 to C.25.132 had been approved or noted as stated.

C.25.103 Declarations of Interest
Noted: Prof Geoff Layer declared an interest in item C.25.127 as he was a governor at Teeside University.

Joe Sucksmith declared an interest in item C.25.114 as he was a member of the University of Gloucestershire for Palestine network which had written to the Vice-Chancellor regarding the relationship with Barclays, although he had not been involved in writing the letter, he was aware of it.

Rt Revd Springett declared an interest in item C.25.120 as the paper related in part to his term of office. 

C.25.104 Minutes of the meeting held on 7 October 2025

C.25.104.1 Resolved: the following:

1. Council approved the minutes as an accurate record of the meeting held on 7 October 2025.
2. the Staff Member of Council raised a concern in relation to item C.25.79.2 as he was absent at the previous meeting. Governance and Nominations Committee (GNC) was asked to confirm that they had followed due process in relation to this item, and what the process was moving forward for any future concerns around the Code of Conduct.

Action: GNC

C.25.105 CONFIDENTIAL: Matters Arising (C/61/25)
This item was considered under Confidential Business.

C.25.106 Chair’s Business including Key Issues Report (C/62/25)

C.25.106.1 Received and Noted:

1. the successful graduation ceremonies which had taken place the previous week, including a number of highlights such as the heartfelt acceptance speech by ex-rugby player and Motor Neurone Disease (MND) campaigner, Ed Slater, and the exceptional public speaking displayed by the Students’ Union Officers, who were also graduating themselves.
2. the Chair thanked staff for their involvement in the graduation ceremonies and the successful Open Day held the previous weekend.
3. Key Issues Report from the Committee Chairs on the key points discussed at the following meetings:
   i. Finance and General Purposes Committee, 4 November 2025
   ii. Audit and Risk Committee, 7 November 2025
   iii. Governance and Nominations Committee, 10 November 2025

C.25.106.2 Noted: since the last meeting:

a. no decisions had been made via circulation.
b. four uses of the Company Seal:

1. On 9 October 2025: Design and Build contract between UoG and Barnwood Ltd, relating to the development of ‘Creative Campus’ facilities at Park Campus;
2. On 15 October 2025: documents relating to the transfer of the lease on Ermin Hall from UoG to Ermin Hall Gloucester Limited;
3. On 4 November 2025: Lease between UoG and Gloucestershire City Council (GCC) relating to 30-44 Northgate and 12-14 Aldate Street, Gloucester;
4. On 4 November 2025: UoG and GCC, licence for alteration (minor works) relating to 30-44 Northgate and 12-14 Aldate Street, Gloucester.

c. no exercises of delegation had been made.

C.25.107 Student Union Report to Council (C/63/25)

C.25.107.1 Received: the Students’ Union (SU) update, which was taken as read. The following were noted in addition:

1. updates from the priority campaigns being led by the Officers;
2. liaison with Gloucester’s MP;
3. the well-attended ‘Voice it with the VC’ event held recently;
4. the uptick in engagement with Student Representatives and the SU.

C.25.107.3 Noted: recent activities within the SU.

C.25.108 CONFIDENTIAL: Vice-Chancellor’s Report (C/64/25)
This item was considered under Confidential Business.

C.25.109 CONFIDENTIAL: Annual Financial Statements for y/e 31 July 2025 (C/65/25)
This item was considered under Confidential Business.

C.25.110 CONFIDENTIAL: External Audit Findings Report 2024/25 (C/66/25)
This item was considered under Confidential Business.

C.25.111 CONFIDENTIAL: Internal Audit Annual Report 2024/25 (C/67/25)
This item was considered under Confidential Business.

C.25.112 CONFIDENTIAL: Audit and Risk Committee Annual Report 2024/25 (C/68/25)
This item was considered under Confidential Business.

C.25.113 CONFIDENTIAL: OfS Forecast and Regulated Fee Decision (C/69/25)
This item was considered under Confidential Business.

C.25.114 CONFIDENTIAL: Loan Refinancing (C/70/25)
This item was considered under Confidential Business.

C.25.115 CONFIDENTIAL: Estates Update (C/71/25)
This item was considered under Confidential Business.

C.25.116 CONFIDENTIAL: City Campus Phase 1 Lessons Learnt Report (C/72/25)
This item was considered under Confidential Business.

C.25.117 CONFIDENTIAL: Academic Board Update for Council (C/73/25)
This item was considered under Confidential Business.

C.25.118 CONFIDENTIAL: Risk Management Report and Register 2024/25 (C/74/25)
This item was considered under Confidential Business.

C.25.119 Governance Framework Review (C/75/25)

C.25.119.1 Noted & Considered: the following:

1. the Interim Director of Governance had reviewed the governance framework documentation in full, noting that whilst the governance documentation was robust and compliant, there were a number of recommendations which could further improve consistency, clarity and transparency, to provide agility for the future.
2. that the paper had unfortunately not been received in full by Council, and it was circulated following the meeting to provide an opportunity for comments*.

*Addendum: no comments were received from members of Council.

C.25.119.2 Resolved: Council agreed:

a. The following proposal to clearly define the University’s key governing documents:

1. The Interim Director of Governance review compliance with the Office for Students (OfS) regulations and charity law regarding Freedom of Speech and academic staff and Council members;
2. Vice-Chancellor and Interim Director of Governance to review the Governance Documents Wheel at Annex 2 of the paper to ensure Academic Board was sufficiently visible and accurately represented.

b. The Implementation Plan, attached as Annex 4 to the report, subject to changes to some potential amendments to who might be responsible for delivering the various actions.

C.25.120 Council and Sub-Committee Membership Update (C/76/25)

C.25.120.1 Noted:

1. the expected changes in Council Membership during 2025/26, including the recruitment of four External Members;
2. that a recommendation on the appointment to the Staff Member of Council vacancy would be circulated for approval by GNC and then by Council, via correspondence, following interviews;
3. that expressions of interest would be sought from existing Council Members to replace Bishop Robert Springett as Vice-Chair of Council (and also Chair of Remuneration and HR Committee (RHRC);
4. that expressions of interest would be sought from existing Council members to replace Pam Sissons as the role of Chair of Audit and Risk Committee (ARC) (and also to join RHRC, in their role as Chair of ARC); should this fail to secure any appropriate interest, then the Chair of ARC would be appointed through the new External Member of Council appointments;
5. that replacements for Steve Gardiner and Peter Warry (as members of F&GP) would be sought to be filled by new External Council Member appointments;
6. that Dave Oakhill’s term as co-opted member of F&GP would end on 30 June 2026, and that a new 1-year co-opted member with Property expertise would be appointed from 1 July 2026.
   
   C.25.120.2 Resolved: Council agreed:
   
7. the GNC recommendation that Pam Sissons and Bishop Robert Springett’s terms of office would be extended by two days to 30 June 2026, to enable their attendance at the Council Away Day;
8. the GNC recommendation that Mark Burch would be appointed Vice-Chair for F&GP;
9. the GNC recommendation that Steph Jary’s term of office as co-opted member of ARC would be extended by one further year until 28 February 2027.

C.25.121 Annual Assurance Statement (C77/25)

C.25.121.1 Received & Noted: the Annual Assurance Statement 2024/25, and the following were highlighted:

1. the success of a busy year of external validation and review activity within the School of Education, Health and Science in relation to the curriculum review.
2. a small typographical error on paragraph 5.2 around degree outcomes, the sector average for upper awards should be 77.2% not 72%.

C.25.121.2 Considered: the following:

1. Course Teams should be aiming for 100% engagement from External Examiners (EEs) in relation to assessment scrutiny to calibrate across the sector.
2. the Head of School, Business etc met with EEs to understand their levels of engagement as the experience was found to be different, and to bring them together to provide expectations going forward. It was suggested that this approach should be rolled out across the University.

C.25.122 CONFIDENTIAL: October Year to Date Finance Report* (C/78/25)
This item was considered under Confidential Business.

C.25.123 Re-appointment of External Auditors* (C/79/25)
Resolved: Council approved

1. the reappointment of Grant Thornton UK LLP as the company’s External Auditors for 2025/26 and for remuneration to be agreed by the ARC;
2. a direct award of up to 3-year rolling contract to Grant Thornton and seek to retender in January 2028 for the 2028/29 financial year.

C.25.124 Register of People with Significant Control* (C/80/25)
Resolved: Council confirmed that its Register of People with Significant Control as maintained with Companies House should remain the same.

C.25.125 Modern Slavery Act 2015 – Annual Slavery and Human Trafficking Statement Review* (C/81/25)
Resolved: Council considered and approved the statement for publication and signing by the Chair of Council.

C.25.126 Updated Secretary to Council Role Descriptor* (C/82/25)
Resolved: Council approved the changes to the Secretary to Council Role Descriptor (following revisions to Executive roles earlier in the year), as approved by GNC at its meeting on 10 November 2025.

C.25.127 CONFIDENTIAL: Centre for Dental Excellence Project Proposal* (C/83/25)
This item was considered under Confidential Business.

C.25.128 C.25.124 Register of People with Significant Control* (C/80/25)
Resolved: Council confirmed that its Register of People with Significant Control as maintained with Companies House should remain the same.

C.25.125 Modern Slavery Act 2015 – Annual Slavery and Human Trafficking Statement Review* (C/81/25)
Resolved: Council considered and approved the statement for publication and signing by the Chair of Council.

C.25.126 Updated Secretary to Council Role Descriptor* (C/82/25)
Resolved: Council approved the changes to the Secretary to Council Role Descriptor (following revisions to Executive roles earlier in the year), as approved by GNC at its meeting on 10 November 2025.

C.25.127 CONFIDENTIAL: Centre for Dental Excellence Project Proposal* (C/83/25)
This item was considered under Confidential Business.

C.25.128 C.25.124 Register of People with Significant Control* (C/80/25)
Resolved: Council confirmed that its Register of People with Significant Control as maintained with Companies House should remain the same.

C.25.125 Modern Slavery Act 2015 – Annual Slavery and Human Trafficking Statement Review* (C/81/25)
Resolved: Council considered and approved the statement for publication and signing by the Chair of Council.

C.25.126 Updated Secretary to Council Role Descriptor* (C/82/25)
Resolved: Council approved the changes to the Secretary to Council Role Descriptor (following revisions to Executive roles earlier in the year), as approved by GNC at its meeting on 10 November 2025.

C.25.127 CONFIDENTIAL: Centre for Dental Excellence Project Proposal* (C/83/25)
This item was considered under Confidential Business.

C.25.128 Prevent Strategy/Duty: Annual Report 2024//25* (C/84/25)
Noted: the annual report which offered assurance regarding the Prevent Duty-related activity that had taken place through 2024/25, and that the University must submit an ‘accountability and data return’ to the Office for Students with either the Chair of Council or Vice Chancellor required to ‘sign off’ the annual accountability statement.

C.25.129 Health and Safety Annual Report* (C/85/25)
Received and noted: the Health and Safety Annual Report for 2024/25.

C.25.130 CONFIDENTIAL: Governance Effectiveness Review Action Plan* (C/86/25)
This item was considered under Confidential Business.

C.25.131 Review of Council Schedule of Business* (C/87/25)
Noted: the Schedule of Business.

C.25.132 Minutes from Council Committees*
Noted: that the minutes from the following meetings would be available from https://connectglosac.sharepoint.com/sites/UniversityCommittees: 

1. Finance and General Purposes Committee, 4 November 2025
2. Audit and Risk Committee, 7 November 2025
3. Governance and Nominations Committee, 10 November 2025.

C.25.133 Any Other Business
No other items of business were raised.

C.25.134 Date of Next Meeting
Noted: the meeting of Council on Tuesday, 3 February 2026 at 9.15am in rooms BG133 and BG134, Business School, Oxstalls Campus. The February 2026 meeting would no longer include the joint meeting Academic Board, as this had been moved to June 2026, following approval at GNC.

UNIVERSITY OF GLOUCESTERSHIRE
UNIVERSITY COUNCIL

Action list for the meeting held 25 November 2025

Minute Number	Action	Responsibility
C.25.104   C.25.104.1b	Minutes of the meeting held on 7 October 2025   Considered: the Staff Member of Council raised a concern in relation to item C.25.79.2 as he was absent at the previous meeting. Governance and Nominations Committee (GNC) was asked to confirm that they had followed due process in relation to this item, and what the process was moving forward for any future concerns around the Code of Conduct.	Governance & Nominations Committee