University council minutes 3 October 2023

Minutes of the meeting held on 3 October 2023 at 3.15 pm in TC226, Teaching Centre, Oxstalls, Gloucester.

Membership:

Paige Archer
Ingrid Barker
Paul Crichard
Nicola de Iongh (Chair)
Chris Fung
Steve Gardiner
Dr Louise Livesey (until C.23.135)
Clare Marchant
Stephen Maycock
Dr Adeela Shafi (from C.23.124)
Pamela Sissons
Elonka Soros
David Soutter A
The Rt Revd Robert Springett
Joe Sucksmith
Julie Walkling
Dr Peter Warry
Ibby Williams

In attendance:
Prof Sarah Jones, Pro-Vice-Chancellor (Academic Enhancement and Research)
Prof Jackie Labbe, Deputy Vice-Chancellor and Provost
Camille Stallard, Chief Financial Officer
Dr Matthew Andrews (Officer), Pro-Vice-Chancellor (Governance and Student Affairs)
Penny Gravestock (Minutes), Assistant Secretary to Council

C.23.113        Prayer

                     The Rt Revd Robert Springett opened the meeting with a prayer.

C.23.114        Welcome and Apologies

C.23.114.1     Resolved: noting that Dr Adeela Shafi’s membership of Academic Board had been extended whilst the Board’s membership was under review, it was therefore agreed that her role as Academic Board Member of Council should also be extended from 30 September 2023 to 6 December 2023. It was noted that proposals for membership of Academic Board would be considered by Council at its meeting in November 2023.

C.23.114.2     Received: apologies for absence from David Soutter and for late arrival from Dr Adeela Shafi.

C.23.115        Business of the Agenda

                     Noted: that there had been no requests to unstar any items on the agenda and that therefore papers C/66/23 to C/70/23 have been noted as stated.

C.23.116        Declarations of Interest

                     Received: declarations of interest from the Staff Members of Council and members of the Executive team, all of whom were members of pension schemes recognised by the University. It was noted that the Staff Members of Council (with the exception of the Vice-Chancellor) had already been asked to leave the meeting for agenda item C.23.125, and that this has been discussed with the Staff Members prior to the meeting. It was agreed that this decision would also be discussed under Any Other Business. It was also noted that there was an item of reserved business to be discussed at the end of the meeting, and that all Staff and Student Members and attendees would be asked to leave the meeting (with the exception of the Vice-Chancellor and the Student Member of Remuneration and Human Resources Committee).

C.23.117        Minutes of the meeting held on 27 June 2023

                     Resolved: it was agreed that the minutes were an accurate record of the meeting held on 27 June 2023.

C.23.118        Matters Arising (C/57/23)

                     Received: details of the matters arising as outlined in the paper.

C.23.119        Chair’s Business

C.23.119.1     Noted: the Chair’s update, noting in particular:

1. the recent outcomes of the National Student Survey and the Teaching Excellence Framework, and that a briefing session for Council Members had been arranged for 18 October 2023;
2. the University’s inclusion in the World University rankings for the first time, and the impact that could have for international markets;
3. that Members would be contacted shortly about the one-to-one meetings with the Chair as part of the annual effectiveness review.

C.23.119.2     Received: updates from each of the Committee Chairs on key discussions held at the following meetings:

1. Council Chairs’ Group, 6 September 2023;
2. Finance and General Purposes Committee, 12 September 2023;
3. Audit and Risk Committee, 15 September 2023;
4. Remuneration and Human Resources Committee, 3 October 2023.

                     An update was also received from the Senior Independent Governor on discussions at the recent meeting of the Reset Steering Group.

C.23.119.3     Considered: a concern raised by a Staff Member of Council that Members did not have access to the full minutes and papers from sub-committee business. It was felt that meant that Members did not have a full overview of business being discussed across the Committees. Council considered the issue and discussed the concerns raised by the Staff Member:

1. that all Members of Council had the same access to non-confidential papers and minutes as staff and students at the University;
2. the ongoing practice of delegating as much business to the sub-committees as possible to allow time for the higher level, more strategic discussions at Council, as outlined in the Council Principles of Engagement in the Council Handbook;
3. acknowledging that some information would need to be kept confidential, it was felt by some that Members, as directors of the company, should not have information routinely withheld. It was noted that, for example, almost every item on the agenda of the recent meeting of Finance and General Purposes Committee had been marked as confidential, and although most was also being reported to Council, there were some items such as the Reynolds building development that would not be formally considered by the full Council;
4. whether it was common practice within the sector to share all documentation;
5. the need for transparency.

C.23.119.4     Noted: in discussion that:

1. Council had only recently agreed that as much as business as possible should be delegated to sub-committees and that that remained an appropriate way of working to avoid duplication of effort;
2. it was important to trust the role taken by members of the Council who were on sub-committees;
3. there was an opportunity to discuss the development of the Reynolds building when the Vice-Chancellor’s report was considered.

C.23.119.5     Resolved: it was agreed that access to committee documentation would be considered by Governance and Nominations Committee at its meeting in December 2023.

ACTION: Pro-Vice-Chancellor (Governance and Student Affairs)

C.23.119.6     Noted: that since the last meeting, there had been no exercise of delegation, nor any use of the Company Seal. There had, however, been four decisions made via circulation:

1. following an email circulated on 28 June 2023, Council confirmed acceptance of the nominations of Paige Archer and Ibby Williams to be the Student Members of Council for 2023/24. In addition, Council confirmed the appointment of Ms Archer as the Student Member of Remuneration and HR Committee, and Ms Williams as the Student Member of Council, Foundation, and Chaplaincy Committee;
2. following an email circulated on 21 August 2023, Council approved the proposal for Camille Stallard and Matthew Andrews to act as the signatories on the Unitemps BACSTEL-IP Service Application Form;
3. following an email circulated on 11 September 2023, Council approved a paper regarding the appointment process for two new External Members of Council (following the resignation of Steve Mawson and Mehjabeen Patrick). Council approved:
4. that strategic finance skills were prioritised in the search process with a secondary aim to obtain an individual who also brought estates and property development experience;
5. that the new external members should join Audit & Risk and Finance & General Purposes Committees;
6. the membership of the search committee;
7. that the search committee should consider whether any candidates might be suitable for co-opted positions on Audit & Risk Committee or Finance & General Purposes Committee;
8. following an email circulated on 21 September 2023, Council approved that the University enter into a conditional sale contract on the Folley, on the terms presented, with exchange of contracts due to happen before end September 2023.   

C.23.120        SU Update Report to Council (C/58/23)

C.23.120.1     Received: the Students’ Union (SU) update, noting in particular the priority campaigns for 2023/24: disabled students focussing on accessibility and access to reasonable adjustments; cost of student living; and belonging and identity.

C.23.120.2     Considered:

1. discussions held by Executive regarding the catering provision on campus, noting the drive to being more student focussed;
2. the aim for inclusivity to be a bigger part of the University’s brand;
3. the importance of making staff aware of reasonable adjustments opportunities, particularly where there were larger cohorts and staff were unable to get to know individual students as well as was possible for smaller cohorts;
4. the recent announcement that the Aspire Sports and Cultural Trust was going into liquidation and the effect that had had on teams at the University. It was noted that the University was working to get facilities back open as soon as possible.

C.23.120.3     Noted: the recent activities within the Students’ Union.

C.23.121        CONFIDENTIAL: Vice-Chancellor’s Report (C/59/23)

C.23.121.1     Received: a paper updating Council on major developments affecting the University since the previous meeting, including:

1. the key priorities, including getting the University on a more sustainable financial footing, following the School restructure and the review of Professional Services to start;
2. the non-pay review underway to look at how to contract more effectively;
3. discussions to be held at Council’s away day on 4 October 2023 regarding identity and how that would feed into marketing and branding;
4. the need to address estates utilisation and an update on the Cyber Hub project;
5. sector data for undergraduate recruitment and how the University compared and needed to develop;
6. key risks and mitigations including student recruitment, financial performance, and staff morale and industrial action;
7. the importance of ensuring that future projects did not add further unforeseen risk to the financial outlook, hence the decision to look at different options for a Digital Hub rather than a major project involving the Reynolds building;
8. the draft balanced scorecard which would be presented in every report.

C.23.121.2     Considered:

1. how the University handled partners that were also competitors for certain subject areas;
2. why and how the decision had been made regarding the decision to look at different options for a Digital Hub. It was reported that a number of alternative options to the redevelopment of the Reynolds building were being explored and that a new business case would be developed. One Member raised concerns regarding the amount of money spent to date on the project prior to plans being changed, however it was agreed that the decision to rethink the project rather than risk the already escalating cost and planning issues was the right approach;
3. that it would be useful to include trends over time in the balanced scorecard, and that it was important to incorporate staff factors into the diagram.

C.23.121.3     Noted: the developments set out in the paper.

C.23.122        CONFIDENTIAL: 22/23 Draft Results (C/60/23)

                     This item was considered under Confidential Business.

C.23.123        CONFIDENTIAL: Finance Update (C/61/23)

                     This item was considered under Confidential Business.

C.23.124        CONFIDENTIAL: City Campus Property Progress Report (C/62/23)

                     This item was considered under Confidential Business.

Staff Members of Council left the meeting.

C.23.125        CONFIDENTIAL: Pension Reforms: Extending UoGPSL to New Academic Staff (C/63/23)

                     This item was considered under Confidential Business.

Staff Members of Council returned to the meeting.

C.23.126        Approval of Council’s Role Descriptors for 2023/24 (C/64/23)

C.23.126.1     Received: the suite of role descriptors for Council Members, the Chair of Council, Vice-Chair of Council, Chairs of Committees, Senior Independent Governor, Secretary to Council, and the Chancellor and Pro-Chancellors for annual review. The Pro-Vice-Chancellor (Governance and Student Affairs) highlighted proposed changes to the role descriptors for Members of Council and Senior Independent Governor.

C.23.126.2     Considered: concerns raised regarding the reasons behind proposed changes to the descriptor for Council Members, particularly in sections 3.3 to 3.6. It was reported that the suggested changes were to note the role of Council Members as a group to discuss strategic level issues and to clarify the need for Staff Members to differentiate it from their roles as employees. The additions clarified existing practice and were not changes to current ways of working. There was also concern regarding the addition of clause 3.6 that Staff Members of Council were not expected to join Council sub-committees unless specifically permitted by the individual committee terms of reference. It was queried why Staff Members were not more widely included in the membership of Council’s sub-committees. Council discussed:

1. higher education and charity sector practice regarding Staff membership of sub-committees, noting the need to protect employees;
2. that staff membership of sub-committees had already been discussed by the Governance & Nominations Committee;
3. that clause 3.2 reflected the responsibilities of all Members of Council and that therefore the proposed addition to refer to just External Members was not appropriate;
4. the vagueness of the language used under section 2.5.5 in the document outlining duties of directors and requirements of the director of a company limited by guarantee. It was noted that this reflected specific wording related to the Companies Act of 2006 but was to help directors avoid putting themselves in a position where others could accuse them of a conflict of interest.

C.23.126.3     Resolved: Council agreed that clause 3.2 of the Council Member role descriptor should not be changed to specify External Members of Council. Council considered the remaining proposed changes for Council’s suite of role descriptors for 2023/24 and a vote was held. The result of the vote was:

For	14 votes
Against	1 vote
Abstentions	2 votes

 The recommended changes were therefore agreed.

C.23.127        Risk Management Report: Revised Risk Register and Action Plan for 2023/24 (C/65/23)

C.23.127.1     Received: the updated Risk Register and Action plan for 2023/24, following discussions at the Annual Risk workshop.

C.23.127.2     Considered: a concern raised by a Staff Member that the register indicated a downward projection of risk 1908/7 despite the anecdotal reports of a high number of staff lost through resignation. However, it was noted that Remuneration and Human Resources Committee had considered a workforce report which indicated that there had not been a significant increase in the number of leavers, and that the same data were reflected in the draft balanced scorecard in the Vice-Chancellor’s report. The importance of staff morale was noted and suggested that this should be monitored through the use of pulse surveys.

C.23.127.3     Resolved: Council considered and approved the Risk Register and Action Plan for 2023/24 on the recommendation of Audit and Risk Committee.

C.23.128        TEF 2023 Results* (C/66/23)

                     Noted: the institutional silver award for the Teaching Excellence Framework (TEF) 2023. It was also noted that a briefing session on the TEF and National Student Survey (NSS) results had been arranged for 18 October 2023.

C.23.129        NSS 2023 Results* (C67/23)

                     Noted: the 2023 NSS results and immediate actions.

C.23.130        Review of Register of Council Member Interests* (C/68/23)

                     Noted: the declarations of interest received from its members for 2023/24.

C.23.131        Internal Audit Plan 2023/24* (C/69/23)

                     Noted: the internal audit plan for 2023/24 as approved by Audit and Risk Committee.

C.23.132        Council Schedule of Business* (C/70/23)

                     Noted: the Schedule of Business.

C.23.133        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, 12 September 2023;
2. Audit and Risk Committee, 15 September 2023.

C.23.134        Any Other Business
Considered: a concern raised by the General Staff Member of Council regarding the language used around potential conflicts of interest to require Staff Members to leave the meeting for specific discussions. It was suggested that there should be a conversation about how Council was defining conflict of interest and how other universities used it. Council discussed:

1. the responsibility of the Chair to manage any conflicts of interest, noting that concerns could be raised with the Senior Independent Governor;
2. that conflicts of interest were defined in the Articles and within the code of conduct which all Council members agreed to on joining Council;
3. the importance of Council members declaring their interests;
4. that all Council Members had to balance their different roles to ensure Council worked as a group;
5. the tone of discussion at the meeting that day and its impact on Council effectiveness;
6. the need to work strategically to achieve Council’s ultimate goal of ensuring a better university for staff and students;
7. the concern from Staff Members that they were being excluded from discussions unnecessarily;
8. the need to trust other colleagues on Council and sub-committees to make the right decisions.

The Academic Staff Member referred to the discussion held under C.23.125 and Council to consider issues from the staff viewpoint which she had understood could be raised at this point in the meeting. The Chair noted that the discussion had been closed and should not be reopened. The Academic Staff Member left the meeting.

C.23.135        Date of Next Meeting

                     28 November 2023 at 9.15 am (to be held via Teams).

Staff and Student Members of Council (with the exception of the Student Member of Remuneration and Human Resources Committee) and all those in attendance left the meeting.

C.23.136        RESERVED: Report from Remuneration and HR Committee

                     This item was discussed under Reserved Business.

Action list for the meeting held 3 October 2023

Minute number	Action	Responsibility
C.23.119	Chair’s Business	Pro-Vice-Chancellor (Governance and Student Affairs)
C.23.119.5	Resolved: it was agreed that access to committee documentation would be considered by Governance and Nominations Committee at its meeting in December 2023.	Pro-Vice-Chancellor (Governance and Student Affairs)