PUBLISHED VERSION

Confirmed

COURT OF GOVERNORS

MINUTES OF THE VIRTUAL MEETING HELD ON TUESDAY 24 MARCH 2020 AT 4.00PM (via email)

Present: David Isaac CBE (Chair) Scott Mead Sir Nigel Carrington Louise Moore David Fison Matt Phull Harry Gaskell Sim Scavazza Di Gowland Jane Slinn Darla-Jane Gilroy Nicolai Tangen Andrew Hochhauser QC Ben Terrett RDI Anita Israel Sir Eric Thomas Kyran Joughin Alison Woodhams David Lindsell

In attendance: Professor David Crow (PVC Student Experience & Head of CCW) Heather Francis (Chief Financial Officer) Stephen Marshall (University Secretary & Registrar and Clerk to the Court of Governors) Naina Patel (Director of HR) Stephen Reid (Deputy Vice-Chancellor & Chief Operating Officer) Zioge Smith (Deputy University Secretary) Gary Sprules (Director of Planning) Professor Jeremy Till (PVC, Research & Head of CSM) Edward Venning (Director of Communication & External Affairs)

1. ANNOUNCEMENTS, NOTIFICATION OF URGENT BUSINESS AND DECLARATIONS OF INTEREST

1.1 There were no apologies from governors. There was a standing declaration of interest from Andrew Hochhauser as Chair of the Courtauld Trust and trustee of the Courtauld Institute of Art.

2. MINUTES OF THE MEETINGS HELD ON 26 NOVEMBER and 4 FEBRUARY 2020 AGREED: That the minutes of the meetings of the Court of Governors held on 26 November 2019 and 4 February 2020 be approved as a true and correct record.

3. MEMBERSHIP AND CONSTITUTIONAL MATTERS 3.1 At its last meeting, the Nominations Committee agreed that David Fison and Nicolai Tangen had made noteworthy contributions to the Estates and Finance Committees and Court and recommended that they be reappointed for a second term of office. In the case where governors’ terms of office were due to expire in summer/autumn 2020, recommendations would be made to the July Court meeting.

3.2 The Court noted that the Nominations Committee had approved a timetable and arrangements for the 2020 staff governor elections. Nominations would be accepted via email and e-voting would be used for the ballot. However, given current circumstances, there was a possibility that the elections would need to be postponed, in which case governors would be updated on the new timetable.

AGREED: (i) To approve the reappointment of David Fison for a second term of office, commencing on 1 April 2020. (ii) Approve the reappointment of Nicolai Tangen for a second term of office, commencing on 1 May 2020. (iii) To note the current election arrangements for staff governor elections.

4. VICE-CHANCELLOR’S REPORT* [part-redacted] 4.1 The report focused on the major issues which had emerged over the last month: (i) the implications of Covid-19; (ii) the strike action by UCU, UAL’s academic staff union; (iii) the decision to commence the closure procedure for Drama Centre London at Central Saint Martins; and (iv) a minor but extremely disruptive “occupation” at Elephant and Castle..

4.2 COVID-19 (the Court noted the written update, dated 17 March) 4.2.1 The Court noted that Covid-19 represented an existential threat to the future of all Universities. The Executive Board had further developed the University’s response to the crisis as it was then starting to escalate, with an emergency response structure which was constantly evaluating UAL’s position balancing the imperative to protect the University’s ability to continue to function as fully as possible with the understandable anxiety of many staff and students.

4.2.2 The University had concluded that it would follow the advice of Public Health England as the pandemic developed. The Office for Students had stressed to universities that Public Health England was still advising that universities stay open and had not advised against face-to- face teaching. However, some universities had announced moves to online teaching, notwithstanding this advice. Messages from Government around “social distancing” had proved confusing in the face of official advice to stay open for face-to-face teaching. They compounded the University’s difficulty in responding definitively to the situation.

4.2.3 The University had written to students and staff to inform them that the University would be closed to undergraduates save for their use of the library. Undergraduates would be given access to studios and workshops to collect their work for the remainder of the week, but would not otherwise visit the University until after the Easter break.

4.2.4 The situation was more complicated for postgraduate students who had been advised that they would not be penalised if they did not come to the University for the remainder of this term but the University would try to stay open for those who wished to continue to use its facilities.

4.2.5 With Government guidelines liable to change at any time, the University expected to be required to close within the coming weeks and would act quickly if so. Halls of Residence would remain open because many students would be unable to travel home.

4.2.6 Social distancing would mean that the University would open the smallest possible number of facilities and services and (except in relation to post graduate students) restrict student access to essential visits. Arrangements would be made to ensure that all other staff could work substantially away from the office wherever possible.

4.2.7 The University would reassess its position before the start of next term but was planning for extensive online and distance delivery for students who would be unable to attend next term. This was likely to be mostly international students and many EU and Home students. UAL was also prepared to move wholly into remote delivery as soon as this became necessary, ensuring continuity of study under its Student Protection Plan agreed with the OfS.

4.2.8 The outlook for the next financial year remained uncertain. The global pandemic made planning more difficult and UAL’s dependence on the recruitment of international students at a time of global travel bans put it at financial risk for the next financial year. If the crisis continued beyond the summer, the University would have to take measures to adjust to a lower income base.

4.2.9 The student governor asked (via email) that it be noted that she understood that difficult decisions had to be made rapidly. The SU had received an overwhelming amount of requests from students for support and information. She stated that the communication from the University sent out to students so far had failed to answer some key questions and that there had been a lack of clarity for students. She asked that sabbatical officers be included in meetings regarding the university’s action plans and attached a letter calling for increased transparency around the university’s COVID-19 plans. It was noted that one of the staff governors supported the above statements, adding that Joint TU did not feel that they had received enough information about how COVID-19 was being managed on UAL sites.

4.3 Recent strike action 4.3.1 UCU (the University’s academic staff union) had voted in January to strike. Although the ballot did not specify the extent of the strike action, the Higher Education Committee of UCU eventually determined that there would be a 14 day strike (which had been spread over the last four weeks) and a “work to rule” until the end of July.

4.3.2 The overall impact of the 14 days strike on UAL was moderate but the strike had had a major impact and disruptive effect on the experience of students on a small number of courses. Data was still being collected on the number of staff who had declared themselves on strike but the current view was that there had been major short-term impact on six courses.

4.3.3 It was reported that there appeared to be a disjunction between the reasons given to UAL students for the strike and the reality of UAL’s position. The Vice-Chancellor’s report noted that response from picketers about the UCU’s strike narrative had been generally that this was a national dispute and so national statistics around gender pay gaps and zero hours contracts were the ones to use. Unfortunately, this confused students, many of whom assumed that all the allegations applied to UAL. Although the University had a comprehensive suite of communications to staff and students on its website, social media and other messages had made it hard to correct misunderstandings.

4.3.4 The University had received requests for compensation for the strikes from some students. Its position in relation to compensation was that it would assess the true long-term impact of industrial action at the end of the year.

4.3.5 The student governor noted that the Students Union formally supported the UCU and that regardless of strikes and occupations, it was a fact that UAL had a BAME and gender pay gap. She asked what the university’s plans to tackle the BAME and gender pay gap were. A staff governor commented (via email) on the issues addressed by the strikes and attached a copy of the local leaflet which was handed to staff and students for governors’ information

4.4 Intention to close actor training at Central Saint Martins 4.4.1 The University had published the findings of its review into actor training on 6 March, and had announced its intention to close acting provision at Central Saint Martins. Its key finding was that the ethos of the main acting courses differed significantly from the pedagogy and values of UAL. Further details were provided on the reason for the decision to close the provision, and on the next steps.

4.5 “Occupations” in support of strikes and other issues 4.5.1 The information centre at London College of Communication was “occupied” between 9 and 11 March during coordinated action across several universities. This action was not formally supported by ArtsSU or UCU, although a UAL sabbatical officer did join the group for one night. The University was able to assure the occupiers that it already worked in partnership with ArtsSU on several of their concerns, including decolonization, BAME attainment, and student health and wellbeing.

4.5.2 The student governor asked that it be noted that the LCC occupation was in support of the ‘end outsourcing’ campaign and the UCU strikes. She added that a key topic for governors had been student mental health support and attached to her email an ‘Occupation Statement’ which highlighted student demands. She asked what the university’s plans were to address the growing need for student mental health support.

AGREED: To note the contents of the Vice-Chancellor’s report.

5 ESTATES MATTERS UPDATE [part-redacted] 5.1 Governors noted the update on estates matters

5.2 Potential new hall of residence Governors noted that planning approval for this hall was being awaited and currently the viability was in question.

5.3 London College of Fashion update Progress on the site to date had been good but risks with the weather and COVID-19 had put the programme under pressure. Fit-out bids had been received and a second stage of tendering was taking place to facilitate value engineering. A re-evaluation of the remaining risks involved in the package procurement had also been undertaken together with a review of contingencies.

5.3.1 The Estates and Finance Committees had recommended Court approval for an increased budget as set out within the report. This new budget was the most accurate assessment of out-turn commitment at this stage. The Court was reminded of the overall funding picture.

LCC update 5.4. Governors noted that the Judicial Review Challenge had been rejected by the Judge. The Claimant had now given notice of an appeal being made to the Court of Appeal against the Section 106 approval by Southwark Council.

5.4.1 Terms of the Lease and Development Agreements would soon be completed. Works to the existing LCC Tower and Design Block would commence shortly in order to ensure that there was a building suitable to take the University through to the completion of its new development.

Camberwell/Chelsea/Wimbledon Programme 5.5 Members were reminded that the scope of works had increased at Wimbledon in order to create a world class centre for performance arts and the scope and costing had been presented to and approved by the Estates and Finance Committees.

Following an expenditure on a successful Phase 1, primarily at Camberwell, members 5.5.1 were being asked to endorse further funding, as set out in the report. This would increase the funding of Phase 2 to be attributed to the Wimbledon Master Plan phased over two years.

Cladding Update 5.6 Governors noted that a cladding upgrade was on schedule to take place this summer. The cladding on an additional building would be replaced by the landlord in the next academic year.

5.6.1 Cladding (non-fire reasons) and fire barriers to the LCC Tower were also being upgraded this summer.

AGREED: (i) To note ongoing viability issues on the proposed hall of residence development. (ii) To approve further capital funding for the LCF project, as set out in the report and approved by Estates and Finance Committees, as being the most accurate assessment of out-turn commitment at this stage (iii) To note progress with contracts on the LCC project. (iv) To approve an increase in funding accordingly for Phase 2 of the Camberwell/Chelsea/Wimbledon project, as set out in the report. (v) To note updates on cladding works across the estate.

6. STAFF EMPLOYMENT POLICIES 6.1 Governors noted that the draft policies were considered in detail at the Special Meeting of the People Strategy Committee on 20 February 2020 and were subsequently approved by the Committee at their ordinary meeting on 3 March. The Committee had noted the key policy changes and the points where agreement had not been reached with the trade unions.

6.2 The updated policies would be built into People Management Essentials, the online management tool that supported face to face line management training. A comprehensive communications plan would then be drafted over the spring for launching the policies in summer 2020 (pending Covid19 developments).

6.3 A staff governor asked that it be noted that, apart from the probation policy, she did not approve any of the employment policies, for reasons outlined in a letter from all UAL trade unions, attached to her response.

AGREED: (By the majority of governors) to approve the following employment policies:  Probation  Disciplinary  Performance Improvement  Health and Sickness  Redundancy  Grievance  Appeals  Suspensions and Dismissals

7 STUDENT UNION MEMORANDUM AND ARTICLES OF ASSOCIATION 7.1 Governors noted that the Arts SU Constitution was last updated in 2011. Arts SU was a separate organisation from the University and must follow the principles of Charity and Company law, with a Board of Trustees responsible for its governance. Members also noted the requirement under the 1994 Education Act for proposed changes to be approved by the University Governing body under education law

7.2 Arts SU Trustee Board had discussed the broad principles of the review with members of governance staff within UAL and subsequently used model governing documents from the National Union of Students (NUS) which were the sector standard and used by almost all students’ unions. They further engaged their Company Secretary who helped design the model documents to adapt them for Arts SU’s needs, based on direction of the Trustee Board in September. These were approved by the Arts SU board in November.

7.3 The report highlighted the changes to the articles, the main one being that students would no longer have the responsibilities of Company Law Membership and this would move to the Trustees alone.

AGREED: To approve the proposed UAL Arts SU Memorandum and Articles of Association

8. MODERN SLAVERY STATEMENT 8.1 Governors noted the revised Modern Slavery Act statement. The University was required to publish an annual slavery and human trafficking statement each financial year either setting out the steps the university had taken during that year to ensure that slavery and human trafficking was not taking place in the university or in any part of its supply chains; or alternatively simply stating that no such steps had been taken. The Statement required approval and signature at Board level and was published on the university’s website.

AGREED: To approve the Modern Slavery Statement.

9. MINUTES OF COMMITTEES AGREED: To receive the minutes of and endorse the recommendations from the following committees.

a. Academic Board Meeting – 19 November 2019 b. Further Education Committee Meeting – 3 December 2019 c. Special Virtual Estates and Finance Committee Meetings - 28 November 2019, 18 December 2019, 23 December 2019, and 5 February 2020 d. Student Experience Advisory Group Meeting – 18 February 2020 e. Special People Strategy Committee Meeting – 20 February 2020 f. Finance Committee Meeting – 24 February 2020 g. Estates Committee Meeting – 24 February 2020 h. Nominations Committee Meeting – 3 March 2020 i. People Strategy Committee Meeting – 3 March 2020* *Item 2.1 The Committee recommends that governors review the UAL dashboards site and provide feedback on what areas interest them. *Item 4 The Committee asks the Court of Governors to note that UAL is now ranked within the top 100

employers in Stonewall’s UK Workplace Equality Index, after only the second year’s submission

(this being particularly fast progress). j. Audit Committee Meeting – 5 March 2020* *Item 10 and Minute Annex The Court of Governors is asked to note the top risks as set out in the minute annex

10. ANY OTHER BUSINESS 10.1 There was no other business.

10.2 Date and time of next meeting NOTED: That the next ordinary meeting of the Court of Governors would take place at 4.00pm, Tuesday 7 July 2020.

Signed as a true and correct ------record CHAIR

Date