Strategic and financial Statements 2018:Director's Report
DIRECTORS’ REPORT
Section 172(1) Statement - Companies Act 2006
This statement sets out how the Directors of Ä¢¹½ÊÓƵ, Edinburgh, have applied and complied withÌýSection 172(1) of the Companies Act 2006 in accordance with the Companies (Miscellaneous Reporting)ÌýRegulations 2018. The University Court, as Directors of the company limited by guarantee, must, as those of all UKÌýcompanies, act in accordance with a set of general duties set out in section 172 of the Companies Act 2006 (theÌýAct). The Board of Directors consider, both individually and together, that they have acted in the way, in good faith,Ìýthat would be most likely to promote the success of the Company for the benefit of its members as a whole (havingÌýregard to the stakeholders and matters set out in s172(1)(a-f) of the Act) in the decisions taken during the yearÌýended 31 July 2020.
The Board of Directors’ intention is to behave responsibly and ensure that the University business operates in aÌýresponsible manner with the aim of maintaining a reputation for high standards of business conduct and goodÌýgovernance. The Board is collectively responsible for the long-term success of the University and, as part of theirÌýinduction programme, the Directors are briefed on their duties under the Act. Directors also have access to ongoingÌýtraining and development to provide them with the relevant skills and knowledge to conduct their duties as DirectorsÌýon the Board. Further information on the way in which the Directors fulfil their duties relating to good governanceÌýand decision making under the Act is set out in the Corporate Governance Statement later in this report.
Employee involvement
The University recognises the benefits of keeping employees informed of its financial and academic performance.ÌýInformation on matters of interest to employees is given through staff briefing sessions and through regularÌýcommunication from the Principal. During the COVID-19 pandemic, regular (at least weekly) updates have beenÌýprovided to all staff to ensure that they are well informed about the University’s response to the pandemic. TheÌýUniversity operates a performance enhancement review scheme, which is open to all staff.
Student involvement
The University seeks to take account of the views of the student body. The Student President and Vice-PresidentÌýare full members of the University Court and the Senate, and there are two additional student members of Senate,Ìýmaking four in total, or 10% of the total membership. There is student representation on all other major committeesÌýof the University. Senior members of staff, including the Principal, engage with the Students’ Union from time to timeÌýto explain aspects of the University’s operations and plans and to answer questions from student representatives.
The Deputy Principal, University Secretary and the SU Sabbatical Officers meet regularly as the Student UnionÌýPartnership Board to discuss issues of common concern and interest, and a Student Partnership Agreement hasÌýbeen put in place between the University and the Students’ Union. The University also provides an annual grant toÌýthe Students’ Union.
Directors’ and officers’ liability insurance
During the year the University maintained a Directors’ and Officers’ liability insurance policy to provide cover againstÌýany civil liability attaching to Court members or Officers of the University in connection with their University activities.Ìý
Members’ liability
The liability of each member of the University upon winding up of the Company is limited to 50p. Distributions toÌýmembers are not permitted by the Articles of Association of the Company.
Employment of disabled persons
The University’s policy remains to afford equal opportunity to all, including disabled people whether registered orÌýnot, to apply for employment and, during employment, to receive the support and development they require to enableÌýthem to make a full contribution to the University.
Creditors’ payment policy
Unless special terms are agreed, it is the University’s policy to pay invoices 30 days from the date of the invoice (inÌýaccordance with the CBI prompt payment code). In agreements negotiated with suppliers, the University endeavoursÌýto include and abide by specific payment terms. At 31 July 2020, trade creditors represented 38 days of relevantÌýexpenditure (2019: 31 days). Interest paid under the Late Payment of Commercial Debts (Interest) Act 1998 wasÌý£nil (2018/19: £nil).
Going Concern
The University’s activities, together with the factors likely to affect its future development, performance and position,Ìýare set out in the Strategic Report, which also includes information on cash flows and borrowing facilities, and theÌýUniversity Court’s assessment of going concern. Demand from students for the University’s courses remains strong.ÌýConsequently, the University Court believes that the University is well placed to manage its business risksÌýsuccessfully despite the ongoing, uncertain economic outlook.
MEMBERSHIP OF THE UNIVERSITY COURT
| Name | Appointed | Attendance Record | Role |
|---|---|---|---|
|
Dr Frances Dow CBE (Chair) |
Appointed 17 March 2016 Retired 16 March 2020 |
2/3 |
Former Vice Principal, University of Edinburgh |
|
Linda McPherson (Acting Chair) |
Appointed 1 October 2014, Vice- Chair to 16 March 2020, Acting Chair from 17 March 2020 |
5/5 |
Former Senior Director - Food and Drink, Tourism & Textile, Scottish Enterprise |
| Elaine Acaster, OBE | Appointed 28 June 2017 | 5/5 | Former Vice Principal, Royal Veterinary College, |
|
Carolyn Bell |
Appointed 1 October 2016 |
5/5 |
Solicitor |
|
Professor Richard Butt |
Appointed 1 September 2016 | 5/5 | Deputy Principal |
|
Professor Graham Caie, CBE |
Appointed 1 December 2014 Retired 30 November 2020 |
5/5 |
Former Chair, National Library of Scotland Governance Committee, Vice President of the RoyalÌýSociety of Edinburgh |
|
Colin Cox |
Appointed 1 October 2019 | 4/5 | Nominated Trade Union Member – Support Staff |
|
Karen Cullen |
Appointed 1 June 2019 | 5/5 | Elected Support Staff Member |
|
Dr Anthony Falconer, OBE |
Appointed 1 October 2013 Retired 30 September 2019 |
0/0 |
Retired Consultant Obstetrician and Gynaecologist. Former President Royal College of Obstetricians and Gynaecologists. |
|
Dr Maria Giatsi-Clausen |
Appointed 1 October 2019 |
4/5 |
Nominated Trade Union Member – Academic Staff |
|
Sir Paul Grice |
Appointed 1 October 2019 |
4/5 |
Principal & Vice-Chancellor Ex Officio |
| Cynthia Guthrie | Appointed 1 December 2015 | 5/5 |
Joint Managing Director, Guthrie Group Limited |
|
Professor John Harper |
Appointed 1 December 2020 |
0/0 |
Retired Principal and Vice Chancellor, Robert Gordon University |
|
Dr Arturo Langa |
Appointed 1 October 2019 |
5/5 |
Consultant Psychiatrist, NHS Lanarkshire |
|
Francis Lennon, OBE |
Appointed 1 October 2016 |
2/5 |
Former Head Teacher |
|
Jacqueline Macdonald |
Appointed 1 October 2013 Retired 30 September 2019 |
0/0 |
Partner, Small Green Spaces |
|
Ruth Magowan |
Appointed 11 December 2017 Retired 31 October 2020 |
5/5 |
Staff member, Appointed by Senate |
|
Ken McGarrity |
Appointed 1 October 2016 |
5/5 |
Former Finance Director, Nairn’s Oatcakes |
|
Chiara Menozzi |
Appointed 10 June 2019 |
4/5 |
Student President |
|
Melanie Moreland |
Appointed 1 January 2018 |
4/5 |
Senior Manager/Delivery Manager, Royal Bank of Scotland |
|
Robert Pattullo |
Appointed 23 May 2018 |
5/5 |
Start-up Company Mentor. Former Vice-Chair Citizens’ Advice Edinburgh. |
|
Sarah Phillips |
Appointed 28 June 2017 |
5/5 |
Solicitor |
|
Elizabeth Porter |
Appointed 1 October 2019 |
5/5 |
Chartered Management Accountant |
|
Dr Eurig Scandrett |
Appointed 1 December 2016 |
4/5 |
Elected Academic Staff Member |
|
Dr Andrew Scott |
Appointed 28 June 2017 |
4/5 |
Director of Population Health, Scottish Government |
|
Dr Laura Young, MBE |
Appointed 1 October 2016 Retired 30 September 2019 |
0/0 |
Founder of the Teapot Trust |
|
Andrew White |
Appointed 10 June 2019 |
5/5 |
Student Vice-President |
Dr Frances Dow retired as Chair of Court on 16 March 2020. The Vice-Chair of Court, Linda McPherson, took on the roleÌýof Acting Chair of Court until the process to elect a new Chair could be completed. The election of the new Chair wasÌýcompleted in January 2021, and the new Chair will take up their post on 1 April 2021.
Membership of University Court Committees during the year to 31 July 2020
Audit and Risk Committee
| Name | Appointed | Attendance Record |
|---|---|---|
|
Professor Graham Caie |
Convener, retired 30 November 2020 |
4/4 |
|
Elaine Acaster |
Ìý | 3/4 |
|
Carolyn Bell |
Ìý | 4/4 |
|
Dr Anthony Falconer |
Retired 30 September 2019 | 0/1 |
|
Elizabeth Porter |
Appointed 1 June 2020 | 1/1 |
Finance & Estates Committee
| Name | Appointed | Attendance Record |
|---|---|---|
|
Ken McGarrity |
Convener |
4/4 |
|
Professor Richard Butt |
Ìý |
4/4 |
|
Sir Paul Grice |
Appointed 1 October 2019 |
3/3 |
|
Cynthia Guthrie |
Ìý |
4/4 |
|
Linda McPherson |
Ìý |
4/4 |
|
Robert Pattullo |
Ìý |
3/4 |
|
Andrew Scott |
Ìý |
3/4 |
Nominations Committee
| Name | Appointed | Attendance Record |
|---|---|---|
|
Dr Frances Dow |
Convener, retired 16 March 2020 |
1/1 |
|
*Linda McPherson |
Convener from 17 March 2020 |
4/4 |
|
Elaine Acaster |
Ìý |
3/4 |
|
Karen Cullen |
Ìý |
4/4 |
|
Dr Anthony Falconer |
Retired 30 September 2019 |
0/0 |
|
Sir Paul Grice |
Appointed 2 October 2019 |
4/4 |
|
Robert Pattullo |
Ìý |
3/4 |
|
Chiara Menozzi |
Ìý |
4/4 |
*Convener of the Appointment Committee for the Chair of Court
The Nominations Committee formed the Appointment Committee for the Chair of the University Court for three outÌýof the four meetings listed.
Senior Management Remuneration Committee
| Name | Appointed | Attendance Record |
|---|---|---|
| Linda McPherson |
Convener |
1/1 |
|
Dr Frances Dow |
Retired 16 March 2020 |
1/1 |
|
Frances Lennon |
Ìý | 1/1 |
|
Jacqueline Macdonald |
Retired 30 September 2019 |
1/1 |
Disclosure of information to auditors
The members of the University Court who held office at the date of approval of these financial statements confirmÌýthat, so far as they are each aware, there is no relevant audit information of which the University’s auditors areÌýunaware. Each member of the University Court has taken all the steps that he/she ought reasonably to have takenÌýas a Member of Court to make himself/herself aware of any relevant audit information and to establish that theÌýUniversity’s auditors are aware of that information.
On behalf of the University Court
Linda McPherson
Acting Chair
26 February 2021
