the
COURT
MINUTES of the first meeting of the 2004/2005 academic year held on
Monday, 18th October, 2004, in the Council Room, Queen Anne Court, Maritime Greenwich Campus, commencing at 5.30 pm.
Present:Mrs A-M Nelson (in the Chair)
Mr S AtkinsonMr R J Baglin / Prof L Johnson
Mr J R H Loudon
Baroness T Blackstone / Mrs M McKinlay
Mr J E Brathwaite(from item 4/9.3) / Dr A S Pugh
Ms F Chandia / Dr D Quarmby
Dr L Garner / Mr M Sharp
Mr J C Gould / Lady P Tomlinson
Mr D Heathcote
In attendance:
Mrs T A Brighton (Minutes Secretary)
Mrs L Cording (University Secretary)
Prof M Cross (Pro Vice-Chancellor (Research, Consultancy and Outreach))
Mr R V T Daly (Director of Finance)
Prof J Humphreys (Pro Vice-Chancellor (Academic Planning))
Prof D Wills (Pro Vice-Chancellor (Resources))
Apologies:Mr S Etherington
04/1ELECTION OF CHAIRMAN
It was unanimously resolved, following a proposal by John Gould, seconded by Mary McKinlay, that Anne-Marie Nelson be appointed Chairman for the year 2004/2005.
04/2ELECTION OF VICE-CHAIRMAN
It was unanimously resolved, following a proposal by Simon Atkinson, seconded by Richard Baglin, that John Gould be appointed as Vice-Chairman for the year 2004/2005.
04/3WELCOME TO NEW MEMBERS
04/3.1The Chair welcomed Tessa Blackstone, Farrah Chandia and Mike Sharp and to their first meeting.
04/3.2The Vice-Chancellor reported that she was currently visiting all Schools and Administrative Offices as part of her induction process. Later in the term she would be giving campus talks for staff during which she would feed back her initial impressions and she hoped to have a similar opportunity at a later Court meeting.
04/4DECLARATION OF CONFLICT OF INTERESTS
In relation to agenda item 7 (HadlowCollege), the Chair declared an interest as a member of the Kent and Medway Learning & Skills Council.
04/5MEMBERSHIP (CRT 04/1)
04/5.1The Court resolved that Mike Sharp, following an election by and from Teaching and Research members of Academic Council, be appointed to the Court under Article 7(2)(b) for the period 1 September 2004 to 31 August 2007.
04/5.2The Court resolved that, following a ballot of those Governors appointed under Article 7(2)(a), Callum McCarthy be appointed as a Governor under Article 7(2)(a) for the period 18 October 2004 to 31 August 2007.
04/5.3The University Secretary reported that the Nominations Committee at its meeting on24 September 2004 had approved two nominations for potential Members of Court. Subsequently one of the candidates had declined and thus the search for a candidate to fill the current remaining vacancy and for some reserve candidates would continue. The Court was reminded that the recent Court Skills Audit had identified a need for additional financial and estate expertise. It was hoped, in the event that prospective new Members of Court were identified quickly, to consult members of the Nominations Committee by correspondence with the intention of putting recommendations on membership to the next meeting.
04/6MINUTES OF PREVIOUS MEETING (CRT 04/2)
The minutes of the meeting held on 28 June 2004 were agreed to be a true record and signed, subject to the amendment of the reference to the School of Urban Renaissance to read “Institute of Urban Renaissance” in minute 03/66.1.
04/7MATTERS ARISING
04/7.1ATTENDANCE AT SEMINARS
The Chair reminded Court Members of her previous request for anyone attending conferences, seminars, etc on matters pertinent to Court business to send a brief report to the University Secretary for circulation with the agenda papers for the following meeting.
04/7.2FRIENDS OF GREENWICHUNIVERSITY
The Vice-Chancellor updated Court Members on progress in establishing the proposed “Friends of Greenwich University”. She reported that attendance of interested parties at a recent meeting of the support group had been disappointing. The terms of reference were still being determined but it would be important to ensure that any elements of fund-raising did not undermine the work of the new Director of Development and Communications. This position was to be advertised in the near future. The Court hoped that the group’s remit could be extended to cover all three campuses.
04/8AUDIT COMMITTEE (CRT 04/3)
The Chairman of the Audit Committee introduced the report to Court detailing principal items of significance arising from the meeting of the Committee held on 27th September 2004. The following items were discussed:
04/8.2Audit Committee Terms of Reference and Constitution (CRT 04/4)
It was noted that since the terms of reference of the Committee had been approved by the Court at its June 2004 meeting, HEFCE had published a revised Audit Code Of Practice and consequently the terms of reference had required further amendment to take account of the new guidelines. The Court resolved to approve theamended Terms of Reference for immediate implementation (attached as Appendix 1 to these minutes).
On behalf of the Committee Members, the Chairman of the Committee expressed concern that, with the recent resignation of the external member, committee membership comprised only two members of Court. He believed that with the enhanced responsibility of the committee, now that corporate governance was included as part of its remit, it was particularly important for the workload of the committee to be shared by the full complement of members.
The Court
iresolved that the University Secretary write to Tony Martin (the external Member of the Committee), to convey the Court’s appreciation of his contribution to the Committee’s work
iinoted that Mary McKinlay had offered to serve on the Audit Committee and requested that another Member consider volunteering for similar service.
04/8.2University Fraud Policy (CRT 04/5)
The Court resolved to approve the institutional Fraud Policy for immediate adoption.
04/8.3InternalAudit
The Court was pleased to note that the preliminary Annual Report of the Internal Auditors had indicated that the University’s internal control systems had been assessed as providing “reasonable assurance”.
04/8.4Registers of Interest
The Court discussed the recommendation arising from the 2003 HEFCE Audit Service Review that the Register of Interests be extended to all staff with significant financial authority and those staff who have access to privileged information. University officers had determined that the University Register should continue to cover only those staff with senior management contracts in the belief that extending the Register further was unnecessarily bureaucratic and financially burdensome. The Court was content that this opinion protected the position of staff with delegated financial authority but resolved that the current safeguards in place be reviewed from time to time.
04/9 FINANCE COMMITTEE (CRT 04/6)
The Chairman of the Finance Committee introduced the report to Court outlining principal items of significance arising from the meeting of the Committee held on 4th October 2004. The following items were discussed:
04/9.1Budget Forecasts 2004-2005 and Financial Contingency Actions
It was noted that the External Auditors would be reporting in detail on the results of the audit at the next Finance Committee meeting but current indications were that the projected surplus of £500,000 had been exceeded.
It was reported that the University was aiming to achieve a balanced budget for 2004-2005. In order to prevent any shortfall it would be necessary for rigorous monitoring of the budget throughout the year. In this respect, Court Members were reminded that,to ensure that all Members were up-to-date with the financial decisions and overall performance of the University, they would in future be receiving copies of the quarterly Management Accounts routinely as part of the Formal Agenda papers. The Committee had also felt it prudent to agree financial contingency actions (identical to those agreed for 2003/04) in the event that the budget appeared not to be on target.
The Court resolved that the proposed financial contingency actions be invoked in the likelihood that there were significant variances of financial performance against budget.
04/9.2Treasury Management Policy
It was noted that the Committee had discussed the management of the University’s short term investments and would be looking further at the potential for maximising the performance of its investments and examining the criteria to which the investment managers worked. It was further noted that a draft Treasury Management Policy had been drawn up on the recommendation of the HEFCE Audit Service. The proposed policy had been scrutinised simultaneously by the Audit Committee to ensure that the internal controls critical for the successful management of its short term funds were in place. The Director of Finance would be producing operational proceduresfor the Committee’s consideration in due course.
The Court resolved to approve the Treasury Management Policy for immediate adoption.
04/9.3NRI Strategic Review
The Court noted that detailed plans for the future of NRI would be discussed at the January meeting of the Committee. A decision on its future agricultural research strategy was expected from the Department for International Development (DfID) within the next few months and the future funding from DfID was a relevant factor in determining the options for NRI’s future. The Court discussed the possibilities of transferring NRI skills from overseas projects to domestic areas and noted that it was hoped, at the very least, that some expertise could be translated into devising new academic programmes for the enhancement of the University’s academic provision.
04/9.4UniversityEstates Issues
iMedway Developments
The Court was pleased to note, in relation to the Universities at Medway project, that the Joint Venture Agreement with the University of Kent and the Funding Agreement with SEEDA had now been signed.
Members noted further the continuing discussions with DfID about the acquisition of the reversionary lease at the Medway campus. When the University acquired NRI in 1996 it took out a lease with DfIDuntil 2014 for the buildings which form the Medway campus. At the time it was agreed to acquire a reversionary lease beyond 2014 for 100 years. It was important strategically that the University secured this tenure beyond 2014 and equally critical to negotiate an appropriate level of payment. The Court noted that valuations were being sought before discussions with DfID continued.
iiWoolwich
The Court noted that the sale of the WoolwichIsland site for £4.2 million had now been completed and that the programme for the disposal of the Thomas Spencer Hall and the Bathway building was under way.
Noting that the cost of the relocation of the Wolfson Centre for Bulk Solids Handling from Woolwich to the Medway campus was greater than previously estimated, the Court:
resolved to approve, in the event of the bid for funding to the Wolfson Foundation being unsuccessful, capital expenditure up to £200,000 (in addition to the £584,000 SRIF II allocation) towards the cost of the relocation of the Integrated Engineering Research Centre.
iiiAvery Hill Project
The Court noted that the Finance Committee had expressed unease with some aspects of the proposals for the building works at Avery Hill to accommodatestaff relocating from Riverside House East when the lease expires in September 2004. The documentation had subsequently been amplified and circulated via correspondence to the Committee for approval. It was noted that for the building works to be completed on the required timescale the University would need to submit planning permission quickly. On this basis the Court resolved that:
ithe Director of Estates be authorised to seek planning permission for the building works with immediate effect and that delegated authority be granted to the Chairman of the Finance Committee to approve the costs associated with the planning applications
iiapproval for the budgetary provision and detailed design plans for the building works would need to be sought from the Court, via the Finance Committee, at a later date
iiiany future requests for approval of estate issues should afford suitable opportunity for full and detailed consideration by Committee and Court members through the usual committee structure.
04/9.5David Fussey Choral Exhibition Fund
The Court resolved that the terms of the David Fussey Choral Exhibition Fund be amended as follows:
“Where there is insufficient investment income to meet the agreed payments from the Fund, officers of the University of Greenwich may exercise their discretion in utilising some of the capital, provided that the capital of the Fund never falls below£230,000.”
04/10QAA INSTITUTIONAL REPORT (CRT 04/8)
04/10.1The Court received a report on the outcome of an Institutional Audit of the University’s higher education provision undertaken by the Quality Assurance Agency for Higher Education (QAA) in June 2004. The Pro Vice-Chancellor (Academic Planning) reported that the draft report from the QAA had concluded that “broad confidence” (the best of three possible categories of judgement) could be placed in the soundness of theUniversity’s current and likely future management of the quality of its academic programmes and the academic standards of its awards. In addition the audit team had identified three features of good practice, two of which had been implemented following the previous institutional audit five years earlier. University officers were now acting on the recommendations for actions (categorised as advisable or desirable), all of which were considered to be reasonable and beneficial for implementation.
The Court:
icommended the University on the successful outcome of the QAA institutional audit and thanked all those staff and students who had contributed to the process
iinoted that preparations were now under way for a QAA Collaborative Audit which was scheduled to take place during the 2005/06 academic session. The terms of reference for the audit included scrutinising the University’s approach to maintaining quality and standards in programmes delivered through partner organisations.
04/11HADLOWCOLLEGE (CRT 04/9)
The Court considered a confidential report on developments relating to HadlowCollege. The Pro Vice-Chancellor (Academic Planning) reported that after full consideration of the various available options, the University had submitted a joint proposal with WestKentCollege. The proposal involved WestKentCollege as the merger partner with the University gaining exclusive rights to all future higher education development in the new merged institution. Presentations to the Learning and Skills Council would be held later in the month.
The Court resolved to endorsethe proposed way forward as outlined in the report and noted that, in the event that the proposal was well received, the matter would be brought back to Court for endorsement of the principal features and detailed proposals.
04/12RISK MANAGEMENT (CRT 04/10)
04/12.1The Court received a report by the Head of Corporate Information Systems on Item 2 on the Institutional Risk Register relating to Failure of Key Information Systems.
04/12.2The Director of Library and Information Systems reported that the University’s key systems had recently survived the severest of tests when an external contractor had inadvertently closed down the power supply. Information and Library Systems staff had worked diligently through the night to restore the payroll system which had failed to recover properly.
04/12.3It was further reported that the University’s key systems were currently served by a singleserver room based at the DreadnoughtBuilding on the Maritime Greenwich Campus. It was planned to use HEFCE funding to establish a second server room at Avery Hill to support the main server room in the event of a loss of power. This improvement would help to increase the resilience of the systems and enable any future risk associated with failure of key systems to be further reduced. In the longer term an over-arching review and modernisation of the University’s information systems would be undertaken.
04/12.4The Court resolved that their thanks be conveyed to the Information and Library Systems staff who had helped to restore the payroll system.
FORMAL AGENDA
04/13AGENDA ITEMS 2004-2005 (CRT 04/11)
The Court approved the list of agenda items for the 2004/2005 session, subject to the addition of Variable Fees as an item for consideration at the December 2004 meeting.
04/14COURT COMMITTEE MINUTES
The minutes of the following Court Committees were received:
iNominations Committee meeting held on 24 September 2004 (CRT 04/12)
iiiAuditCommittee meeting held on 27 September 2004 (CRT 04/13)
ivFinance Committee meeting held on 4 October 2004 (CRT 04/14).
04/15APPOINTMENT OF VICE-CHANCELLOR AS HEALTH AND SAFETY DIRECTOR OF COURT (CRT 04/15)
The Court approved the appointment of the Vice-Chancellor, Baroness Blackstone, as the Health and Safety Director of the Court (Board of Directors).
04/16REDUNDANCY SELECTION PANEL (CRT 04/16)
The Court noted the report of the Court Redundancy Appeals Committee held on 22nd September 2004.
04/17FORMATION OF ECART INTO A EUROPEAN ECONOMIC INTEREST GROUP (EEIG) (CRT 04/17)
The Court resolved that NRI should continue membership of ECART (European Consortium for Agricultural Research in the Tropics) under the new structure of an EEIG for the next three years.
04/18COURT AND COURT COMMITTEE DATES (CRT 04/18)
The Court ratified the Court and Court Committee dates for 2004/2005 (attached as Appendix 2 to these minutes).
04/19EXECUTION OF DEEDS (CRT 04/19)
The Court noted:
ithe signing as a Deed of the following “Group A” documents:
(a) / JOINT VENTURE AGREEMENT : MEDWAY CAMPUS between University of Kent and UoG(b) / SECOND SUPPLEMENTAL BOND TRUST DEED re: Substitution of Jane Seymour Court between Prudential, Ambac, Deutsche Bank International Trust Co (Jersey) Limited and UoG.
(c) / SUPPLEMENTAL MORTAGE re: Substitution of Jane Seymour Court between Prudential, Ambac, Deutsche Bank International Trust Co (Jersey) Limited and UoG.
(d) / DEED OF RELEASE OF PART OF PROPERTY CHARGED re: Substitution of Jane Seymour Court between Prudential, Ambac, Deutsche Bank International Trust Co (Jersey) Limited and UoG.
(e) / DEED OF CONSENT AND COVENANT re: Substitution of Jane Seymour Court between Prudential, Ambac, Deutsche Bank International Trust Co (Jersey) Limited and UoG.
SALE OF WOOLWICH CAMPUS: between Powis Street Estates Limited and UoG
(f) / LAND TRANSFER (FORM TR1) re: Transfer of Whole of registered Title
(g) / AGREEMENT for sale and purchase of freehold premises and surrender of leasehold interests at part Island Site, Woolwich
(h) / DEED OF SURRENDER re Leasehold premises at 16 to 32 (even) Wellington Street, 17 to 25 (odd) Thomas Street and parts of Woolwich Polytechnic, Polytechnic Street, Wellington Street and Thomas Street, Woowlich SE18
(i) / DEED OF SURRENDER re Leasehold premises at Ground Floor, 32 Wellington Street, Woolwich SE18
(j) / DEED OF SURRENDER re Leasehold premises at Ground Floor and Basement, 24/30 Wellington Street, Woolwich SE18
(k) / DEED OF SURRENDER re Leasehold premises at Ground Floor and Basement, 17 Thomas Street, Woolwich SE18
(l) / DEED OF SURRENDER re Leasehold premises at 12 and 14 Wellington Street, Woolwich SE18
(m) / DEED OF SURRENDER re Leasehold premises at 12 Wellington Street, Woolwich SE18
UNIVERSITIES AT MEDWAY PROJECT between University of Kent and UoG:
(n) / RENEWAL OF LEASE re Chatham Historic Dockyard
(o) / LICENCE FOR ALTERATIONS re Pembroke Complex, Medway Campus
(p) / COUNTERPART LEASE re: Fitted Rigging House, Chatham Historic Dockyard
(q) / WARRANTY FOR WORKS FROM NEILCOTT SPECIAL WORKS LIMITED re: Universities at Medway Project between University of Kent and UoG
(r) / WARRANTY FOR WORKS FROM BOVIS LEAD LEASE LIMITED re LRC Drill Hall, Universities at Medway Project between University of Kent and UoG
(s) / WARRANTY FOR WORKS FROM R.J.BARWICK and SONS LIMITED re: Universities at Medway Project between University of Kent and UoG
(t) / FUNDING AGREEMENT re Universities at Medway Project between SEEDA, University of Kent and UoG
SUBSTITUTION OF SECURITY
re: DISPOSAL OF WOOLWICH ISLAND SITE
(u) / Court Resolution – certification that the Court resolution passed at meeting on 29 March 2004 is still in force.
(v) / Certificate of Authorised Officers – re-certification of University officers authorised to executive and deliver documents pertaining to the security substitution
(w) / Certificate of Compliance – at “statement date”
(x) / Certificate of Compliance – post statement date
(y) / Legal Opinion re capacity of the University to enter into various documents required for the substitution of the security
(z) / FUNDING AGREEMENT (ie Universities Agreement) re Universities at Medway Project between Medway Council, University of Kent and UoG
(aa) / DUPLICATE AGREEMENT (ie Universities Agreement) for the development of the Universities at Medway Campus between Medway Council, the University of Kent and UoG
(bb) / PHASE I LEASE: re Block H, McMillan Court, Creek Road, Greenwich for 41 years from 8 day of September 2003 between UPP (Rachel MacMillan )
Limited and UoG
iithe signing as a Deed of the following “Group B” documents: