Name of Meeting, Board, Committee Etc

BOARD OF GOVERNORS Minutes

Of the Board of Governors meeting held on Tuesday, 22 November 2016 at 10am in the Directorate Boardroom, St Mary’s Road, Ealing

Present: Mr Chris Humphries (Independent Governor) – Chair of the Board of Governors Mr Mike Bellamy (Independent Governor) Ms Jennifer Bernard (Independent Governor) Mr Dermot Blastland (Independent Governor) Mr Gareth Cadwallader (Independent Governor) – Deputy Chair of the Board of Governors Mr Mark Cammies (Co-opted Governor) Professor Peter John (Vice-Chancellor) Mr Jonathan Lawrence (Co-opted Governor) Ms Sara Raybould (Academic Board Representative) Professor Thomas Roth-Berghofer (Professoriate Representative) Ms Justine Stephenson (Independent Governor) Dr Kirpal Tahim (Independent Governor) Mr Patrick Younge (Independent Governor)

In attendance: Mr James Aston (Partner BDO, LLP) Professor Nick Braisby (Pro Vice-Chancellor, Education) Professor Joelle Fanghanel (Pro Vice-Chancellor, Academic) Mr Chris Fenner (Director of Property Services) Mr Patrick Fuller (Acting Director of Finance) Ms Marion Lowe (University Secretary) Ms Coral Mason (Assistant Clerk to the Board) Professor Anthony Woodman (Acting Deputy Vice-Chancellor)

Apologies: Mr Allan Dodd (Independent Governor) Mr Kris Murali (Independent Governor) Ms Valerie Todd (Independent Governor) Ms Zabin Visram (Staff Governor)

1 Apologies for absence, announcements and declarations of interest

1.1 Apologies were noted as above.

Board of Governors’ Meeting: Minutes of the meeting of 22 November 2016 Page 1 of 11

©UWL 2016-2017 1.2 Independent and co-opted members were informed that after the meeting UWL staff and students would be requested to leave while Independent and Co- opted Governors discussed a report arising from the Remuneration Committee meeting held on Tuesday, 8 November 2016.

1.3 There were no declarations of interest.

2 Minutes of the Meetings held on 5 July 2016 (Appendix 1) and 11 October 2016 (Appendix 2) (BG 1617 05)

2.1 The minutes of the meetings held on 5 July and 11 October 2016 were confirmed as a fair and accurate record.

3. Matters Arising Reports (BG 1516 06)

Meeting of 5 July 2016 (Appendix 1) and 11 October 2016 (Appendix 2) (BG 1516 07)

3.1 The University Secretary introduced the matters arising report and explained that all matters arising had either been completed, were on the current agenda or would be presented to the next meeting of the Board on 14 February 2017.

3.2 The Board of Governors NOTED the Matters Arising Reports.

4. Approval of Recommendations from Committees (BG 1617 07)

Finance Committee meeting of 31 October 2016

Investment Policy (Appendix 1)

4.1 The Acting Director of Finance informed members there were two changes to the Policy: increasing the investment level from £4m to £5m and to continue to invest in the UK noting the sovereign debt had been reduced to AA. The Policy confirmed overseas investments would continue to have a sovereign rating of AAA

4.2 The Board of Governors APPROVED the revised Investment Policy.

University Tuition Fees (Appendix 2)

4.3 The University Secretary informed members that changes in Home/EU Undergraduate fees reflected an uplift in line with inflationary increases allowed following participation in the TEF and to bring International and Postgraduate fees in line with the sector.

4.4 Members noted that differential fees would be introduced across the sector in year three of TEF, 2017-18.

4.5 The Board of Governors APPROVED:

a) The proposed increased fee of £9,250 for full time UG HEU students starting in 2017-18, b) That the University apply any further inflationary increases to the UG HEU Fee,

2 c) The proposed increased fee of £11,500 for full time Overseas UG and PGT students starting in 2017-18, d) The proposed increased fee of £6,935 for PTI students starting in 2017-18, and e) The proposed standard fee £7,200 for full time Home and EU PGT students starting in 2017-18.

Audit and Risk Committee meeting of 9 November 2016

Risk Management Policy (Appendix 3)

4.6 The University Secretary informed members that the Risk Management Policy had been reviewed and updated to include the responsibilities of the Heads of Schools and Services which had not been made explicit in previous versions of the document.

4.7 A discussion took place on the University’s risk appetite. The University Secretary informed members that the University had appointed Mr Steve Fowler as a Co- opted member of the Audit and Risk Committee who had previously been the Chief Executive officer and Director of the Institute of Risk Management and had indicated he would be willing to present to the Board of Governors on risk. The University Secretary confirmed Mr Fowler would be invited to attend the Board of Governors away day on 6-7 March 2017. Action: University Secretary

4.8 The Board of Governors APPROVED the revised Risk Management Policy.

Statement on Modern Slavery (Appendix 4)

4.9 The University Secretary informed members the briefing set out the changes in UK law relating to supply chain transparency and the University’s responsibility to ensure slavery and human trafficking were not taking place in its business or its supply chains.

4.10 The University Secretary confirmed that Bouygues and Elior were taking action and that all University Academic Partnerships contracts now referred to the Modern Slavery Act 2015. The University Secretary confirmed all overseas partners, including Transnational Education Partners, would be made aware of the Act.

4.11 The SU President confirmed the information would be disseminated through the SU to ensure all students were aware of the Act and had clear channels to direct any causes for concern.

4.12 The Board of Governors APPROVED the statement on Modern Slavery.

Remuneration Committee meeting of 8 November 2016

Pensions Policy (Appendix 5)

4.13 The University Secretary confirmed the Pensions Policy, which had been approved at the Board of Governors in March 2016, had been revised to provide greater clarity to the implementation and operation of the Policy Board of Governors’ Meeting: Minutes of the meeting of 22 November 2016 Page 3 of 11

©UWL 2016-2017 4.14 The Board of Governors APPROVED the revisions to the Policy on the recommendation of the Remuneration Committee.

5. The Vice-Chancellor’s Briefing (BG 1617 08)

5.1 The Vice-Chancellor updated members on the following:

 Some references in this section have been redacted  The Vice-Chancellor had attended a panel session at the Westminster Higher Education Conference which confirmed that all research active staff must be entered into the REF. Pressure would be on staff to ensure publications were of a high enough standard to be included in the REF. Research outputs would remain with the institution rather than follow the researcher. It was unclear how this would work and how an institution could make claims on a piece of research.  It has been announced there would be an injection of funding for research to compensate for loss of EU funding.  The Vice-Chancellor referred members to the Financial Times article which set out the importance of funding received from overseas students, particularly for post-92 institutions.  The University had been working with an American company, Civitas, which had developed a learning analytics model taking historical student data to predict future student success. Work was being piloted in the School of Computing and Engineering and early indications suggested an upturn in attendance. The University had also created a new team, the Student Engagement and Retention team, working with Civitas targeting those students, particularly BME and Foundation students who were considered to be at high risk of not persisting with their studies.  The Pro Vice-Chancellor (Academic) was leading the University Research Strategy and included the establishment of 5-6 research centres, recruiting research active staff and promoting staff internally. The University was hoping to appoint additional staff focusing on research to ensure the University received some of the additional funding announced by the government. Appointments would be linked to research centres with the aim of providing greater focus on collective research. The University had made a number of senior level staff appointments which included Professor Victoria Tischler, who would lead the new Dementia Care Research Centre. The Dean of the College of Nursing, Midwifery and Healthcare and the Head of Legal Services remained vacant. The posts were currently being advertised.  The Vice-Chancellor visited Hong Kong and China in October to open the UWL (HK) Centre. The Vice-Chancellor had also signed a new partnership agreement with Xinghai Conservatoire which was a prestigious conservatoire..  It remained unclear how Brexit would impact on the sector. A number of institutions had seen a reduction in EU students but UWL had not been adversely affected as yet.

5.2 The Board of Governors RECEIVED and NOTED the Vice-Chancellor’s Briefing.

6. Property Update (BG 1617 09 and presentation)

4 6.1 Some references in this section have been redacted

6.7 The Board of Governors NOTED the progress achieved to date.

7. External Auditor’s Executive Report for the year ended 31 July 2016 (BG 1617 10)

7.1 The Audit Engagement Partner, BDO LLP, presented the External Auditor’s Executive report for 2015-16 confirming that the report had been reviewed by the Audit and Risk Committee on 9 November 2016 and the Finance Committee on 31 October 2016.

7.2 The University had adapted to the conversion to FRS102 and the Finance team were commended for the smooth transition.

7.3 The Audit Engagement Partner confirmed there were no exceptional items to report. BDO had recently received the final HESA return and he confirmed he would sign an unqualified opinion.

7.4 Some references in this section have been redacted

7.5 The Board of Governors RECEIVED and NOTED the External Auditor’s Report for 2015-16.

8. Letters of Representation (BG 1617 11)

8.1 The Acting Director of Finance informed members the letters set out the process of internal control which was supported by the Internal Audit process. The Chair of the Audit and Risk Committee confirmed the documents had been reviewed by the Audit and Risk Committee.

8.2 The Board of Governors:

a) NOTED the process followed for Management Representation and Statement of Internal Control for the year ended 31 July 2016, b) NOTED the Letter of Representation from the Vice-Chancellor and the Acting Director of Finance to the Board of Governors from the University for the year ended 31 July 2016, and c) AGREED that the Chair of the Board signs the Letter of Representation on behalf of the Board to the External Auditor for the year ended 31 July 2016.

9. Draft Annual Report and Financial Statements for the year ended 31 July 2016 (BG 1617 12)

9.1 The Acting Director of Finance presented the Draft Annual Report and Financial Statements for the year ended 31 July 2016 noting that the surplus was 10%.

9.2 Staff contingencies had not been utilised as there had been no re-structures were implemented. The staff costs ratio was in the sector upper quartile. Board of Governors’ Meeting: Minutes of the meeting of 22 November 2016 Page 5 of 11

©UWL 2016-2017 . 9.3 Increased non staff costs related to investments in the student experience. These included an increased shuttle bus service, increased rent subsidies, printing subsidies and increased library opening hours during examination periods.

9.4 The sector faced an uncertain period due to increased pension costs and the Acting Director of Finance was looking at ways to reduce the University’s pension liabilities. Discussions had taken place at the meetings of the Finance Committee and the Audit and Risk Committee and the Acting Director of Finance would be providing regular updates. Teaching staff pensions were not on the balance sheet and were not affected. Action: Acting Director of Finance

9.7 The Board of Governors:

a) REVIEWED the draft Annual Report and Financial Statements for the University of West London for the year ended 31 July 2016, b) CONSIDERED any matters the Finance Committee and the Audit and Risk Committee brought to the Boards attention, c) APPROVED the Annual Report and Financial Statements for the University of West London for the year ended 31 July 2015, and d) CONSIDERED the guidance on public benefit.

10. Annual Reports (BG 1617 13)

Annual Report from the Audit and Risk Committee (Appendix 1)

10.1 The University Secretary informed members that the report and its appendices documented the activities of the Audit and Risk Committee and contained the opinion of the Internal and External auditors.

10.2 Members noted that the internal audit on Health and Safety had received a partial assurance with improvements required. The University Secretary informed members this had been due to ensuring documentation was complete. This had now been resolved with processes and outcomes being fully articulated.

10.3 The Chair of the Audit and Risk Committee informed members internal audits were focusing on core strategic issues including financials. The Committee in general had been considering the changing quality agenda including how the University ensured partners were monitored.

10.4 The Committee would be considering how the University could strengthen the sustainability agenda beyond financial KPIs.

10.5 The Committee considered Public Information Disclosure (PID) cases. Two cases had been considered by the Chair and neither had been upheld.

10.6 The Board of Governors CONSIDERED the Audit and Risk Annual Report.

6 Equality and Diversity Annual Report (Appendix 2)

10.7 The University Secretary informed members the report provided a summary of work carried out under the aegis of the Equality and Diversity Advisory Group and the report had been considered by the Workforce Advisory Committee at its meeting on 10 November 2016.

10.8 The Equality and Diversity Advisory Group (EDAG) had been revised and the work of the Group would be more evidence based. The group monitored the protected characteristics of staff and students.

10.9 The Group had established a wider set of seven objectives for staff and students.

10.10 The University was considering kite mark accreditation with a series of organisations and had been re-accredited with the two ticks positive about disability award. The University remained a member of Stonewall.

10.11 The University had recently undertaken the collection of religious affiliation on staff and students.

10.12 The Board of Governors APPROVED the report.

Annual Review of Sustainability (Appendix 3)

10.13 The University Secretary confirmed all KPIs except one on Research bids value had been achieved.

10.14 Although the NSS KPI had been achieved the sector average was 86% and this would be the target for 2016-17 which would progress UWL up the league tables.

10.17 Enterprise income was all non tuition fee income and provided surplus funds. However, it remained difficult to confirm funds from one year to the next. The Deputy Vice-Chancellor continued to work with academic staff and Finance to ensure all opportunities were maximised..

10.18 The University was below the sector average on retention and BME attainment targets. The Vice-Chancellor confirmed that the work being undertaken by Civitas would provide greater understanding of the issues and provide pointers to resolve the problems.

10.19 It was agreed to maintain the current KPIs, examine where the University was in the sector and consider the progress made.

10.20 The Board of Governors NOTED the report.

Prevent Duty: Update (appendix 4)

10.21 Some references in this section have been redacted Board of Governors’ Meeting: Minutes of the meeting of 22 November 2016 Page 7 of 11

©UWL 2016-2017 10.26 The Board of Governors:

a) NOTED the reporting requirements for the Prevent Duty and the assurances required from the Board of Governors, and b) NOTED ongoing progress with the University’s implementation of the Prevent Duty and APPROVED the report for submission to HEFCE and for the Chair of the Board to sign the required assurances on Prevent..

11. Assurances on Quality and Standards (BG 1617 14)

Working Group on Quality Assessment (Appendix 1)

11.1 The University Secretary informed members that a report from the Working Group on Quality Assessment had met and the report had been discussed at the meeting of the Board of Governors on 22 November 2016. The Group had received a presentation on the new HEFCE operating model for Quality Assessment, how the sector maintained quality and the methodologies used by the University. The presentation had also been given to members of the Board prior to the meeting.

Annual Report from the Academic Board (Appendix 2)

11.2 The production of the Annual Report arose from a recommendation from the CUC Code of Governance. As the quality agenda had changed, it had been agreed quality would be considered as a separate report for 2015-16.

11.3 The report set out the remit of Academic Board and how the report provided assurances to the Board of Governors.

11.4 Governors requested more coverage of academic performance and data on the variability of academic performance across schools and requested a breakdown of each schools’ academic performance. Action: University Secretary

11.5 Members requested further information on student complaints, their progress and outcomes. Action: University Secretary

Annual Report on Quality Assurance (Appendix 3)

11.6 The report set out the University quality assurance structure and how quality operates at school levels. The report set out the methodology for course validation noting there would always be an external representative on validation panels.

11.7 The Quality Office oversees the University’s annual monitoring process and periodic review of courses. External partnerships were also subject to periodic reviews.

11.8 The role of the External Examiner was to ensure academic standards across the sector. External Examiner Reports were responded to at School level and were considered at Course Committees.

8 11.9 The University worked with external accrediting professional bodies, where appropriate, to ensure professional standards were maintained.

11.10 The Board of Governors CONSIDERED:

 The report from the Working Group (Appendix 1)  The report from the Academic Board (Appendix 2)  The report on Quality Assurance (Appendix 3)

11.11 The Board of Governors AGREED that it had received sufficient information for the Chair of the Board to sign off the required assurances for HEFCE on quality assessment.

12. Programme of Business (BG 1617 15)

12.1 This item was deferred to the next meeting of the Board.

13. Presentation from the Head of School – Law and Criminology (Presentation)

13.1 The Head of School, Mr Philip Ells, provided an overview of the school and the future vision.

13.2 The School had recently changed its name to reflect the growth in Criminology student numbers. Many of the students were Special Constables, victim support workers, court staff, probation services staff and witness support employees. The staff profile in the School had changed to reflect the move away from purely law courses. The School had 25 academic staff and employed a number of HPL staff to provide specialist teaching.

13.3 The School had introduced a number of Master’s courses, had expanded links overseas, particularly in Sri Lanka, the USA, Hong Kong and China. The Foundation Degree in Law and Criminology continued to recruit well. The School offered PhDs, at the moment numbers were low but, with the growth in postgraduate courses, it was hoped to increase research activity.

13.4 The School had a dedicated moot room that was fully utilised.

13.5 The School had an employability officer who provided support for students seeking employment in a very competitive field.

13.6 Whilst recruitment was buoyant the aspiration was to avoid recruiting through clearing and be the first University of choice for applicants. UCAS tariffs had increased over the last two years and there had been an increase in the number of students who had attained a 2.i.

13.7 Retention was good at level 5-6 but work would be undertaken at levels 3 and 4.

13.8 The School supported the Community Advice Programme (CAP) but hoped to set up and run its own advice clinic.

13.9 The Board of Governors NOTED the presentation and thanked Mr Philip Ells. Board of Governors’ Meeting: Minutes of the meeting of 22 November 2016 Page 9 of 11

Academic Board meetings of 21 June 2016 (Appendix 1) and 21 September 2016 (Appendix 2)

14.1 Members noted the Minutes and items of business discussed.

Governance and Nominations Committee meeting of 20 September 2016 (Appendix 3)

Audit and Risk Committee meetings of 28 September 2016 (Appendix 4) and 9 November 2016 (Appendix 5)

Finance Committee meetings of 12 September 2016 (Appendix 6) and 31 October 2016 (Appendix 7)

Further Education and Apprenticeship Board meeting of 14 July 2016 (Appendix 8)

14.6 The Chair of the Further Education and Apprenticeship Board informed members that a vacancy existed for a Governor on the Board and any interested members should contact the University Secretary.

Workforce Advisory Committee meeting of 10 November 2016 (Appendix 9)

15. Any Other Business

Valediction

15.1 The Chair informed members that this would be the final board meeting for Mr Gareth Cadwallader, Independent Governor and Deputy Chair of the Board, and Professor Thomas Roth-Berghofer, Professoriate Representative on the Board. Members thanks Mr Cadwallader and Professor Roth-Berghofer for their support and work with the board and wished them every success for the future

Reserved Business

16. Remuneration Committee

10 16.1 A reserved business meeting of Independent and Co-opted Governors took place to discuss the recommendations from the Remuneration Committee meeting on 8 November 2016.

17. Date of next meeting

17.1 The next meeting of the Board of Governors is scheduled to take place on Tuesday, 14 February 2017 from 10:00am in the Directorate Boardroom, St Mary’s Road, Ealing.

Signed by Mr Chris Humphries Date Chair of the Board of Governors

Author: Ms Marion Lowe Title: University Secretary and Chief Compliance Officer Date: November 2016

Board of Governors’ Meeting: Minutes of the meeting of 22 November 2016 Page 11 of 11

©UWL 2016-2017