University of Salford

UNIVERSITY OF SALFORD COUNCIL MINUTES OF THE MEETING HELD ON 23 APRIL 2009Present: Dr A Mawson (Chair) Mr C Wells (Deputy Chair) Mr U Ali Mr T Britten Prof M Bull Dr M Burrows Mr J Corner Ms L Doyle Ms F Goodey Mr J Greenough Prof M Harloe Prof R Howard Cllr W B Pennington (until item COU.09.21) Mr N Renfrew Ms C Shaw Mr J WillisApologies: Mr I Austin Mr N Collins Ms B Spicer Dr C Tyler Mr M WebberIn attendance: Prof M Hall (Vice-Chancellor Designate) Dr A Graves (Registrar and Secretary) Mr S Attwell (Executive Director of Finance) Mr F Benton (Executive Director of Estates and Property Services) Prof S Donnelly (Executive Dean of Faculty of Science, Engineering and Environment) Prof K Kobbacy (Executive Dean, Faculty of Business, Law and the Built Environment) Prof G Nicholls (Pro-Vice-Chancellor, Academic) Prof C Pine (Executive Dean of Faculty of Health and Social Care) Prof J Powell (Pro-Vice-Chancellor, Enterprise and Regional Affairs) Mr K Watkinson (Executive Director of Human Resources) Prof L Wood (Executive Director of Enterprise and Development) Mr P Hopwood (Director of Planning and Performance) for items COU.09.31 and 32 Mr M Rollinson (Head of Governance Services and Deputy Secretary)Apologies for: Prof G Aouad (Pro-Vice-Chancellor, Research and Innovation) absences from Mr A Lewis (Executive Director of Information and Learning Services and Chief those usually Information Officer) in attendance Mr B Longhurst (Executive Director of Faculty of Arts, Media and Social Sciences)COU.09.20 PROGRESS REPORT: LEARNING, TEACHING AND ENHANCEMENT INFRASTRUCTUREBefore consideration of the substantive agenda items, Council received a presentation on the learning, teaching and enhancement infrastructure and related developments.Council was informed about;D:\Docs\2018-04-08\08c4fe14e97cadc8435abf65baa63ed8.doc Page 1 of 14 i) the institutional Learning, Teaching and Enhancement (LTE) Strategy and subsequent approval of Faculty Learning, Teaching and Enhancement Strategies; ii) the development of related School Operational Plans including targets, action plans and monitoring and reporting mechanisms; iii) areas for improvement highlighted in the LTE Strategy; these included; development of a new Widening Participation Strategy (approved by Strategic Leadership Team and endorsed by Learning, Teaching and Enhancement Committee in February 2009);  development of a Retention and Progression Policy based on the principles of recruiting for success, creating student success and managing , monitoring and evaluating institutional success (approved by Strategic Leadership Team in February 2009);  development of an Admissions Policy designed to ensure compliance with national requirements and increase the quality of applicants whilst remaining fair and equitable and making explicit the links between entry qualifications and student retention (in development);  development of a Recruitment Policy which reflects the current national and local situation, including reference to recruitment objectives, entry requirements and funding strategy (in development);  review of academic portfolio; a model for disinvestment and reinvestment would be presented to Strategic Leadership Team shortly. The development of the portfolio would link to the Media City development and the Research and Innovation Strategy. iv) future strategic measures would include; further development of the teaching and learning infrastructure to meet institutional audit requirements;  development of a policy for the peer review of teaching and learning;  a review of assessment policy;  development of technology enhanced learning;  development of the Higher Education Record of Achievement in line with government requirements.Council welcomed the presentation and reiterated its support for management commitment to improve the student experience; the financial impact of student drop-out was significant and justified investment in this area. In addition to the institutional impact, Council noted that recent research confirmed the detrimental effect of drop out on individual students in economic, social and general well-being terms. Council noted further the importance of managing student expectations and once those expectations were clearly established and understood, meeting and hopefully exceeding them.COU.09.21 MEMBERSHIPCouncil, on the recommendation of the Chair of Nominations and Governance Committee following consultation with all members of the Committee approved; i) the appointment of Dr Michael Burrows for a three year period with immediate effect (ending on 31 July 2012); Dr Burrows was currently Chief Executive of Salford Primary Care Trust (PCT) and a former Director of Finance for the PCT and Salford and Trafford Health Authority. ii) the appointment of Peter Crompton with effect from 31 July 2009. Mr Crompton was Principal at Salford City College (established in January 2009 as a “Super College” from the former Colleges of Eccles, Pendleton and Salford).D:\Docs\2018-04-08\08c4fe14e97cadc8435abf65baa63ed8.doc Page 2 of 14 Council noted that Mr Crompton would be invited to attend the next meeting of Council (on 9 July 2009) as an observer.COU.09.22 MINUTES (COU/09/14)The minutes of the meeting held on 12 February 2009 were confirmed as a correct record.COU.09.23 HEFCE ASSESSMENT OF INSTITUTIONAL RISK (Tabled document)The Registrar reported that within the past week the University had received the annual assessment of institutional risk from HEFCE. The assessment was based on current financial information across many areas, including student recruitment and retention, financial performance and audit findings and on the basis of the assessment, institutions were either assessed as “at higher risk” or “not at higher risk”. Council was advised that on the basis of documentation submitted for 2007-08, HEFCE’s annual assessment of institutional risk was that the University was “not at higher risk”. HEFCE had requested that the letter (dated 16 April 2009) be placed before the next meeting of the governing body; the date of receipt meant that the letter had not been circulated with the rest of the agenda papers.Council noted that the HEFCE annual assessment of institutional risk was that the University of Salford was assessed as “not at higher risk”. COU.09.24 MANAGEMENT REPORT FROM THE VICE-CHANCELLORThe Vice-Chancellor reported the following matters to Council; i) Media City;HEFCE had awarded grant of £8 million to the University from its Strategic Development Fund, to support the cost of fitting out the Media City development. The development grant, which was by for the largest ever received by the University, would contribute to about a third of fit out costs. The University’s commitment to Media City project was bringing in other major benefits including high level partnerships with the BBC and other key media businesses.Council noted that the University’s major collaborative research bid with other Universities and industry partners to the three Research Councils would be considered on 30 April 2009. ii) Mission, Vision and Values;A draft Mission, Vision and Values for the University had been considered by the University’s Management Group at a meeting at the end of March. The Group had looked in detail at how the University could meet its challenges and aspirations over the next 10 years, including an honest appraisal of current performance and potential for transformation. The group had acknowledged that the University needed to be in the top eight of Universities in the north of England and in the top quartile of UK Universities.Council was advised that the working vision was that “the University of Salford will be, by 2020, an outstanding University renowned for the quality of its engagement, humanity, global reach and leadership in research, innovation and education” and this was supported by a set of draft values. The work on the Mission, Vision and Values would be taken forward by the Vice- Chancellor (Designate) and a final version of the Mission and Vision would be considered by a special meeting of Senate on 7 October 2009 and then at the subsequent Council meeting.D:\Docs\2018-04-08\08c4fe14e97cadc8435abf65baa63ed8.doc Page 3 of 14 iii) Research and Innovation StrategyPlans for a proposed new research structure and for a significant increase in funding support had now been presented at staff briefing sessions by the Pro-Vice-Chancellor for Research and Innovation, Professor G Aouad. The strategy aimed “to develop an international reputation (for the University) as a research led institution that creates and applies new ideas and creates opportunities for individuals and the knowledge economy”.Council was advised that a key element of the strategy was the replacement of existing Research Institutes with a new, faculty integrated research structure that could be operational from 1 December 2009. The strategy set the ambitious target of achieving research income of £30 million a year by 2015, with additional staff and bidding expertise proposed to ensure that research was supported and resourced sufficiently. iv) Quality of Teaching RoomsComprehensive plans to introduce clear standards for modern, well-equipped teaching rooms across the University had been agreed by the Strategic Leadership Team. Minimum standards would be introduced (and exceeded in some areas) and all teaching rooms would include appropriate technology enablement. Academic staff would be involved in early design stages and eight teaching rooms were scheduled to be ready by the summer to enable a pilot and testing phase. A five year rolling plan and consolidated business case to upgrade all teaching rooms would subsequently be produced, a project jointly led by Information and Learning Services and Estates and Property Services in consultation with the academic community. v) National Student SurveyOverall participation rate in the National Student Survey was close to 60 per cent, above the level at the same stage last year; the University’s aim was to replicate the 3 per cent increase in overall student satisfaction achieved last year, an improvement which would take the University above the national median. vi) World Universities RankingThe University had submitted data to the Times Higher Education list of World University rankings, an increasingly publicised league table list of the Universities adjudged to be in the top 500 in the world. The submission had been accepted (which meant that the compilers agreed that there was a strong case for inclusion) and the outcome would be known by the autumn. vii) Royal Melbourne Institute of Technology (RMIT)The Vice-Chancellor and Registrar and Secretary has visited RMIT in April to sign a memorandum of understanding setting out the intention to develop a wide-ranging collaboration between the two institutions covering teaching, research, enterprise and administration; this visit built on earlier exploratory visits and discussions.Council was advised that building these kinds of international links with a select number of high quality institutions which shared a similar mission and ethos to Salford was an important part of the strategy to raise the profile and impact of the University. Discussions had taken place with RMIT about the possible joint development of such an international group of Universities (between six and eight in number); other forms of cooperation, including staff and student exchange would also be developed with RMIT.D:\Docs\2018-04-08\08c4fe14e97cadc8435abf65baa63ed8.doc Page 4 of 14 viii) Enterprise and Regional AffairsThe University had been awarded funding from the Department of Communities and Local Government under their Empowerment Fund; the University was partnered by Carnegie UK Trust in this work which was a combination of research and enterprise activity. The amount of funding was still to be confirmed but the bid had been submitted for £500,000 over three years; the work would follow on for the Community Land Trust Demonstration Programme which Carnegie had also supported.Council members were reminded about the Smart City Futures initiative; a series of workshops, focus groups, events and seminars would take place, culminating in an international conference at the Lowry Centre on 21-23 July 2009, concentrating on three key themes; strategic policy engagement  improved professional support for sustainable futures  citizen empowerment and inclusive visioning ix) Information and Learning Services (ILS)Strategic Leadership Team had identified the requirement for capital investment of £7 million over two years to stabilise ICT infrastructure, improve business continuity and save operating costs (this matter is covered in more detail in minute COU.09.26.6).The ILS/Faculty of Health and Social Care Liaison Team had been short-listed for a Times Higher Education Award in management and leadership.Following discussions with the Students’ Union a pilot of 24 hour opening would begin at Clifford Whitworth Building over the summer revision and exam period.Council was advised of a major ICT systems failure on the weekend of 4-5 April which would be the subject of a separate report following detailed independent investigations. x) Students’ UnionCouncil was advised that the newly elected Students’ Union team was as follows;Trustees Lorna Cole Ram Bende Vickie Scullard Adeel KhanIt was noted that this was probably the most diverse board in the University’s history, comprising an international master’s student, two mature students and a British born Asian undergraduate.Vice-Presidents Emily Godfrey Ricky Chotai Jim Dale Joe KirwanPresident Matthew WebberD:\Docs\2018-04-08\08c4fe14e97cadc8435abf65baa63ed8.doc Page 5 of 14 The Students’ Union had received national recognition at an awards ceremony on 7 April 2009, receiving a bronze award for Sound Environmental Impact, meaning that the Union had satisfied 22 essential criteria in the category.The current President, Usman Ali, has been elected to the NUS National Executive Committee, becoming the first Salford representative on the NEC for 17 years; in addition Ram Bende had been elected to the NUS International Student Committee. The Salford Islamic Society had also received the NUS award for the best International Student Society of the year. Congratulations were extended to Mr Ali, Mr Bende and the Islamic Society. xi) Staff Experience SurveyCouncil noted that a full report on the Staff Experience Survey would be submitted to the next meeting of Council. Full results had now been published on the web, including detailed results for each School/Professional and Administrative Services. Local briefings would be held with staff to facilitate understanding of the results. xii) Strategic Leadership Team – briefingStrategic Leadership Team briefings were now being cascaded to senior managers for dissemination as appropriate to their team. xiii) University and College Union (UCU) – potential industrial actionThe University and College Union had recently announced that it would be balloting members regarding industrial action; UCU were advocating this because of their view that employers had not yet provided the union with a credible pay offer or adopted a “no redundancy” policy.Council was advised that UCU action had been initiated in the middle of an agreed timetable for this year’s pay negotiations and was premature, inappropriate and outside the agreed negotiating machinery; the pay claim for 8% was wholly unrealistic and if agreed would inevitably result in more redundancies.The Vice-Chancellor expressed the view that UCU members should give serious consideration to supporting an ill thought out and potentially disastrous bargaining strategy. xiv) University Superannuation SchemeThe Chair of Universities and Colleges Employers Association had convened a meeting of Vice-Chancellors in May to discuss the increasingly uncertain situation regarding the Universities Superannuation Scheme. The meeting would consider the financial implications of the current situation and substantial changes to current arrangements would need to be considered. xv) BudgetCouncil was advised that the Budget settlement (announced on 22 April 2009) indicated that significant efficiency savings would be required with an increasingly competitive element to Higher Education funding being introduced. It was clear that the general outlook for University funding was bleak; the national situation reinforced the prudent approach adopted by the University in relation to Project Headroom. xvi) Ministerial VisitCouncil was advised that David Lammy had accepted an invitation from the Vice- Chancellor to visit the University. D:\Docs\2018-04-08\08c4fe14e97cadc8435abf65baa63ed8.doc Page 6 of 14 COU.09.25 UPDATE ON PROJECT HEADROOM (COU/09/15)Council noted the progress report on Project Headroom, Council noted that a further update and report would be made to Council at the meeting on 9 July and that, in the meantime, further updates would continue to be provided on a regular basis to the Council Advisory Group and the Lead Member for Human Resources on a regular basis.COU.09.26 FINANCE REPORT (COU/09/16)Council received a report from the Director of Finance covering the following matters;1. Half year accountsThe reports and commentary highlighted a significant improvement in financial performance, with a forecast increase in full year trading surplus of almost £1.7 million.The historical cost surplus at year end was forecast to be almost £6 million at year end (3.25% of turnover). Although several factors which would further improve the trading position had not been reflected in the forecast out-turn, there was still a degree of prudence in the accounts (largely to reflect forecast increases in utility costs in professional services budgets).2. HEFCE Funding LetterCouncil noted the report on the 2009-10 HEFCE grant announcement; the aggregate increase of £338,000(approximately 0.5% against an average sector increase of 4.1%) was entirely accounted for by the previously announced increase in Higher Education Innovation Fund (HEIF) monies; moderation funding to compensate for reduction in QR monies (£826,000) had been introduced for one year only; the loss of this money in 2010/11 would be in addition to a loss of ELQ monies in that year (£659,000 on top of £424,000 in 2009-10).Council noted that strategic developments (such as the Widening Participation Strategy referred to earlier in the meeting) would impact on future allocation of funding (for example in relation to widening participation/teaching enhancement and student success grants).3. Barclays Bank and Sale of Tower Blocks Council was advised that the lawyers acting for Barclays Bank (who had provided the funding for the purchasers of the tower block, Campus Living Villages) had asked that the documents relating to the sale be put but before Council for approval; the lawyers had refused to accept the delegation of authority agreed at the Council meeting on 21 November 2008. Copies of the documents were available for inspection at the meeting and it was resolved that they be approved. Barclays Bank requested that approval formally follow a model minute on this issue and it was resolved that text attached as Appendix A to these minutes be approved.4. Crescent Purchasing LimitedThe sale of Crescent Purchasing was continuing to proceed; due diligence had now been completed by the purchaser.5. Cash FlowThe Executive Director of Finance updated the report presented to the meeting by advising that the University currently had £46.2 million on short term deposit; delayed capital expenditure and advance receipt of HEFCE capital funds had resulted in a positive impact on cash flow and reiterated that it was anticipated that the University would end the year in a strong position.D:\Docs\2018-04-08\08c4fe14e97cadc8435abf65baa63ed8.doc Page 7 of 146. ICT Capital InvestmentCouncil was advised that a report had been commissioned from KPMG on the University’s Information and Communications Technology (ICT) strategy and priorities; the report had been considered by the ICT Advisory Group, the Capital Investment Group, the Senior Management Group and the Strategic Leadership Team. The report recommended significant investment, including an investment of up to £6.6 million over the next two years, to provide a stable IT platform that would; i) resolve legacy issues inherent within the University’s data centre; ii) enable it to be used to provide enhanced services and meet future educational and research requirements; iii) ensure there is adequate business continuity and disaster recoverability.Council noted that stabilisation of the infrastructure was the first and most pressing recommendation in the report with other recommendations predicated on the implementation of infrastructure improvements. The age of the physical infrastructure (more than 75% of servers over three years old and more than 35% of servers over five years old) and the tape back up system, the variety and age of storage devices, the very large number of operating systems and applications and lack of an effective business continuity or disaster recovery process presented a significant risk for the institution. Council was advised that significant IT resource was being spent on simply keeping the current systems working and recovering systems that went down and that without investment, all other IT projects were at greatly increased risk of delay and failure.Other recommendations within the report related to; development of a broader vision of how IT should support the University (ie how IT will support the University in achieving its strategic goals); increasing engagement with IT across the University; transforming the IT organisation to be service–orientated and high performing; strengthening the governance of IT (a process which had already begun with the establishment of the IT Advisory Group); investment in and improving skills in new, key technologies (eg web services);Council agreed that this was a matter of fundamental importance and that development and enhancement of the ICT infrastructure was necessary to underpin improved delivery of services across the range of the University’s activities and to serve the University’s ambitious aspirations. The report proposed that the necessary capital investment be funded from the HEFCE Teaching and Learning Capital Fund. However, Council noted that the information presented to it on a matter of such importance was relatively brief and requested that more information be made available to enable further consideration (Secretary’s note; the full KPMG report was circulated to members on 24 April 2009 at the request of the Registrar and Secretary). Council therefore resolved; i) to approve expenditure of £300,000 in the first instance to allow completion of a discovery/scoping stage of the project (this included client side project and programme management, technical consultancy and solution design); ii) to consider a further report at its next meeting which provided a more detailed rationale for the proposed expenditure.D:\Docs\2018-04-08\08c4fe14e97cadc8435abf65baa63ed8.doc Page 8 of 14 7. Internal AuditIn light of an apparent disparity between the agreed appointment period for the internal auditors (KPMG) as set out in the Council minutes of 28 March 2006 (two years) and the signed contract which came into effect on 1 August 2006 (five years with a four week notice clause) Council resolved to confirm the appointment of KPMG as internal auditors for a period of five years commencing on 1 August 2006.COU.09.27 REPORT FROM SENATE (COU/09/17)Council received a report from the meeting of Senate held on 11 March 2009. Noting his considerable academic achievements and contributions to the University over 12 years of service Council unanimously resolved to approve the appointment of Prof M Harloe as Professor Emeritus on the recommendation of Senate (Prof Harloe left the meeting for consideration of this item of business)Council noted the remaining items in the Senate report.COU.09.28 REPORT FROM AUDIT COMMITTEE (COU/09/18)Council received a report from the meeting of Audit Committee held on 10 March 2009. Council noted the report and welcomed the decision of Audit Committee to provide feedback on consideration of audit reports to those with management responsibility for areas audited. Reference in the report to the respective responsibilities of Council and Audit Committee in relation to risk was also noted, in particular Council’s distinctive role in determining the “risk appetite” of the institution.COU.09.29 REDUNDANCY COMMITTEE – ARRANGEMENTS (COU/09/19)Council considered a report from the Registrar and Secretary regarding the Redundancy Committee and potential arrangements should it need to meetCouncil resolved to; i) appoint Mr C Wells as Chair of Redundancy Committee (to replace Dr C Tyler who would step down from Council membership on 31 July 2009); ii) approve the establishment of a small ad-hoc Sub-Committee comprising the Chairman Dr A Mawson, Mr J Greenough and Mr J Willis, with delegated authority to approve recommendations from Redundancy Committee, should a meeting of the Redundancy Committee be necessary after the final meeting of Council this academic year (9 July 2009). Council also noted that in addition to Mr C Wells, current other members of the Redundancy Committee were Mr N Collins and Councillor W B Pennington (appointed by Council) and Prof G Aouad and Prof G Nicholls (approved by Senate)COU.09.30 REPORT FROM COUNCIL ADVISORY GROUP (COU/09/20)Council considered a report from the Council Advisory Group meeting held on 16 March 2009. Council resolved to approve the schedule of Council meetings in 2009/10 as set out in the report. Council noted; i) consideration of arrangements relating to the Redundancy Committee (dealt with under COU.09.29 above); ii) notes from the Lead Member meetings attached to the report as follows;Finance - 27 January 2009 Estates - 16 March 2009 Human Resources - 16 January 2009D:\Docs\2018-04-08\08c4fe14e97cadc8435abf65baa63ed8.doc Page 9 of 14 COU.09.31 RISK REGISTER (COU/09/21)Council considered the updated Risk Register and noted the covering report which set out the main changes since the previous version seen by Council. Council noted that the entries relating to ICT infrastructure and industrial action would need to be up-dated, following consideration of earlier items by Council. Council noted that the form and content of the Risk Register still represented work in progress; some risks were being redefined or clarified and further work to remove overlap or duplication in some areas was required. Some members indicated that they found aspects of the Register difficult to interpret and in light of this Council resolved that as the Register developed into a more mature state, further interpretation and guidance be issued on the methodology used; this would reflect the movement towards a “balanced scorecard” approach to the strategy and performance of the University. The revised Risk Register should indicate clearly the risks which were most actively under consideration at SLT level with clear commentary/advice on actions being taken to mitigate those most prominent risks.On a related point, Council was advised that the University’s disaster management/recovery plan was under review (including for example response to a major fire or an influenza pandemic); the review was being coordinated by the Executive Director of Estates and Property Services and would be informed by external advice. Council agreed that coordination of the plan with similar plans from other relevant agencies was essential. (Secretary’s note; news of the Swine Flu pandemic broke on the weekend after the Council meeting and the Director of Estates and Property Services was subsequently put in charge of the team reviewing the University’s business continuity plans in relation to this potential threat.)COU.09.32 OPERATING PERFORMANCE INDICATORS (COU/09/22)Council received the latest version of the Operating Performance Indicators (quarter ending 31 January 2009). Council noted the indicator relating to Research Grants and Contracts (applications submitted and grants and contracts received). Council noted that there was a time lag between application and award which largely explained the performance against this indicator. Council agreed that it was essential that bids supported were of high quality in order to achieve good conversion rates and that the revised Research strategy and structure referred to earlier was designed to achieve such an outcome.COU.09.33 DATE OF NEXT MEETING Thursday 9 July 2009 at 2.00 pm.D:\Docs\2018-04-08\08c4fe14e97cadc8435abf65baa63ed8.doc Page 10 of 14 Appendix A THE UNIVERSITY OF SALFORD (University)Extract of the minutes of the Board of Governors of the University held at 43 The Crescent, Salford, Manchester M5 4WT on Thursday 23 April 2009 at 2.00pm.Present: Dr A Mawson (in the Chair) Mr C Wells (Deputy Chair) Mr U Ali Mr T Britten Prof M Bull Dr M Burrows Mr J Corner Ms L Doyle Ms F Goodey Mr J Greenough Prof M Harloe Prof R Howard Mr N Renfrew Ms C Shaw Mr J WillisApologies: Mr I Austin Mr N Collins Ms B Spicer Dr C Tyler Mr M WebberIn attendance: Prof M Hall (Vice-Chancellor Designate) Dr A Graves (Registrar and Secretary) Mr S Attwell (Executive Director of Finance) Mr F Benton (Executive Director of Estates and Property Services) Prof S Donnelly (Executive Dean of Faculty of Science, Engineering and Environment) Prof K Kobbacy (Executive Dean, Faculty of Business, Law and the Built Environment) Prof G Nicholls (Pro-Vice-Chancellor, Academic) Prof C Pine (Executive Dean of Faculty of Health and Social Care) Prof J Powell (Pro-Vice-Chancellor, Enterprise and Regional Affairs) Mr K Watkinson (Executive Director of Human Resources) Prof L Wood (Executive Director of Enterprise and Development) Mr M Rollinson (Head of Governance Services and Deputy Secretary)Apologies for Prof G Aouad (Pro-Vice-Chancellor, Research and Innovation) absence from Mr A Lewis (Executive Director of Information and Learning those usually in Services and Chief Information Officer) attendance Mr B Longhurst (Executive Director of Faculty of Arts, Media and Social Sciences) Prof S Donnelly (Executive Dean of Faculty of Science, Engineering and Environment)D:\Docs\2018-04-08\08c4fe14e97cadc8435abf65baa63ed8.doc Page 11 of 14 Campus Living Villages (Salford) UK Limited (company number 6695279) (Borrower) - Additional documentation relating to the sale by the University of the student residential accommodation at Eddie Colman Court and John Lester Court (Transaction)1 It was reported that the meeting had been duly convened and that a quorum was present.2 It was noted that:(a) on 2 December 2008 the University had exchanged a conditional sale and purchase agreement with the Borrower in relation to the student residential accommodation at Eddie Colman Court, John Lester Court and Bramall Court (Properties) between the University and the Borrower (Sale and Purchase Agreement); and(b) the Borrower obtained funding from Barclays Bank PLC (Bank) in relation to the Transaction pursuant to a facility agreement dated 1 December 2008 (Facility Agreement).3 It was noted that the Transaction had been discussed and approved at a meeting of the Board of Governors of the University on 21 November 2008.4 It was further noted that, amongst other things, on 2 December 2008 the following occurred:(a) the sale and purchase of the Properties completed; (b) the nomination agreement relating to the Properties between the University and the Borrower was entered into in the form attached to the Sale and Purchase Agreement (Nomination Agreement); (c) the service level agreement between the University and the Borrower was entered into in the form attached to the Sale and Purchase Agreement (Service Level Agreement); (d) the management services agreement between the University and the Borrower was entered into in the form attached to the Sale and Purchase Agreement (Management Services Agreement); and(e) the University, the Bank and the Borrower entered into a direct agreement in relation to the Nomination Agreement, the Service Level Agreement and the Sale and Purchase Agreement (together the Project Agreements) (Direct Agreement).D:\Docs\2018-04-08\08c4fe14e97cadc8435abf65baa63ed8.doc Page 12 of 14 5 The following documents were produced to the meeting:(a) the Sale and Purchase Agreement;(b) the Nomination Agreement;(c) the Service Level Agreement;(d) the Management Services Agreement; and(e) the Direct Agreement(together the Documents).6 The Chair considered the terms of the Documents and noted in particular that:(a) the Bank had taken security from the Borrower to secure the Borrower’s obligations to the Bank in relation to the Transaction, including assignments of the Nomination Agreement, the Service Level Agreement, and the Management Services Agreement (Bank Security); and(b) under the Direct Agreement the University had, inter alia, agreed to notify the Bank prior to termination of any Project Agreement and would agree to certain step in provisions with the Bank in relation to the Project Agreements.7 The Chair, having considered the Documents resolved:(a) that the approval of the Transaction given at the meeting of the Board of Governors of the University on 21 November 2008 be hereby ratified;(b) that the execution of the Documents was in the best interests of the University and be hereby ratified; and(c) that the Authorised Signatory was authorised on behalf of the University to execute the Documents under hand and to execute any of the Documents as a witness to the application of the common seal of the University to any Document required to be executed as a deed and also to execute any other documents, notices, letters of other communications and to perform all matters, acts and things which such person in his/her absolute discretion deems to be necessary or desirable in connection with the Documents.Certified as a true extract of the minutes of the resolutions of the University, none of which have been rescinded or amended in any manner and remain in full force and effect as at today’s date....... [Details] [Position]D:\Docs\2018-04-08\08c4fe14e97cadc8435abf65baa63ed8.doc Page 13 of 14 for and on behalf of The University of SalfordDated...... 2009D:\Docs\2018-04-08\08c4fe14e97cadc8435abf65baa63ed8.doc Page 14 of 14

University of Salford

Details

Download

Copyright

We respect the copyrights and intellectual property rights of all users. All uploaded documents are either original works of the uploader or authorized works of the rightful owners.

Support