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Director's Report

Section 172(1) Statement - Companies Act 2006

This statement sets out how the Directors of Ä¢¹½ÊÓƵ, Edinburgh, have applied and complied with Section 172(1) of the Companies Act 2006 in accordance with the Companies (Miscellaneous Reporting) Regulations 2018. The University Court, as Directors of the company limited by guarantee, must, as those of all UK companies, act in accordance with a set of general duties set out in section 172 of the Companies Act 2006 (the Act).Ìý The Board of Directors consider, both individually and together, that they have acted in the way, in good faith, that would be most likely to promote the success of the Company for the benefit of its members as a whole (having regard to the stakeholders and matters set out in s172(1)(a-f) of the Act) in the decisions taken during the year ended 31 July 2021.

The Board of Directors’ intention is to behave responsibly and ensure that the University business operates in a responsible manner with the aim of maintaining a reputation for high standards of business conduct and good governance. The Board is collectively responsible for the long-term success of the University and, as part of their induction programme, the Directors are briefed on their duties under the Act.Ìý Directors also have access to ongoing training and development to provide them with the relevant skills and knowledge to conduct their duties as Directors on the Board.Ìý Further information on the way in which the Directors fulfil their duties relating to good governance and 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. Information on matters of interest to employees is given through staff briefing sessions and through regular communication from the Principal. During the COVID-19 pandemic, regular (at least weekly) updates have been provided to all staff to ensure that they are well informed about the University’s response to the pandemic. The University 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-President are full members of the University Court and the Senate, and there are two additional student members of Senate, making four in total, or 10% of the total membership.Ìý There is student representation on all other major committees of the University. Senior members of staff, including the Principal, engage with the Students’ Union from time to time to 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 Union Partnership Board to discuss issues of common concern and interest, and a Student Partnership Agreement has been put in place between the University and the Students’ Union. The University also provides an annual grant to the Students’ Union.

Directors’ and officers’ liability insurance

During the year the University maintained a Directors’ and Officers’ liability insurance policy to provide cover against any civil liability attaching to Court members or Officers of the University in connection with their University activities.

Members’ liability

The liability of each member of the University upon winding up of the Company is limited to 50p. Distributions to members 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 or not, to apply for employment and, during employment, to receive the support and development they require to enable them 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 (in accordance with the CBI prompt payment code). In agreements negotiated with suppliers, the University endeavours to include and abide by specific payment terms. At 31 July 2021, trade creditors represented 31 days of relevant expenditure (2020: 38 days). Interest paid under the Late Payment of Commercial Debts (Interest) Act 1998 was £nil (2019/20: £nil).

Going Concern

The University’s activities, together with the factors likely to affect its future development, performance and position, are set out in the Strategic Report, which also includes information on cash flows and borrowing facilities, and the University Court’s assessment of going concern. Further information on the assessment of going concern is also set out in the section on accounting policies on page 23. Demand from students for the University’s courses remains strong. Consequently, the University Court believes that the University is well placed to manage its business risks successfully.

±·²¹³¾±ðÌý	Appointed/Retired Date	Attendance record	Interested/Occupation
Pamela Woodburn (Chair)	Appointed 1 April 2021	2/2	Scottish Programme Funding, Christian Aid
Linda McPherson (Acting Chair)	Appointed 1 October 2014, Acting Chair to 31 March 2021, Retired 31 March 2021	5/5	Former Senior Director - Food and Drink, Tourism & Textile, Scottish Enterprise
Elaine Acaster, OBE (Vice Chair)	Appointed 28 June 2017 Vice Chair from 1 April 2021	7/7	Former Vice Principal, Royal Veterinary College, University of London
Carolyn Bell	Appointed 1 October 2016	6/7	Solicitor
Professor Richard Butt	Appointed 1 September 2016	7/7	Deputy PrincipalÌýEx officio
Professor Graham Caie, CBE	Appointed 1 December 2014 Retired 30 November 2020	1/1	Former Chair, National Library of Scotland Governance Committee, Vice President of the Royal Society of Edinburgh
Colin Cox	Appointed 1 October 201	7/7	Nominated Trade Union Member – Support Staff
Karen Cullen	Appointed 1 June 2019	7/7	Elected Support Staff Member
Sophie Cunningham	Elected 10 June 2021	1/1	Student Vice-President
Dr Maria Giatsi-Clausen	Appointed 1 October 2019	6/7	Nominated Trade Union Member – Academic Staff
Sir Paul Grice	Appointed 1 October 2019	7/7	Principal & Vice-Chancellor Ex officio
Cynthia Guthrie	Appointed 1 December 2015 Retired 30 November 2021	6/7	Joint Managing Director, Guthrie Group Limited
Professor John Harper	Appointed 1 December 2020	5/5	Retired Principal and Vice Chancellor, Robert Gordon University
Steven Hendry	Appointed 1 June 2021	1/1	Director, Capital Markets Team, CBRE
Dr Arturo Langa	Appointed 1 October 2019	7/7	Consultant Psychiatrist, NHS Lanarkshire
Francis Lennon, OBE	Appointed 1 October 2016	5/7	Former Head Teacher
Ruth Magowan	Appointed 11 December 2017 Retired 31 October 2020	2/2	Staff member, Appointed by Senate
Ken McGarrity	Appointed 1 October 2016	7/7	Former Finance Director, Nairn’s Oatcakes
Chiara Menozzi	Appointed 10 June 2019 Retired 9 June 2021	6/6	Student President
Melanie Moreland	Appointed 1 January 2018	7/7	Senior Manager/Delivery Manager, Royal Bank of Scotland
Aasiyah Patankar	Elected 10 June 2021	1/1	Student President
Robert Pattullo	Appointed 23 May 2018	7/7	Start-up Company Mentor. Former Vice-Chair Citizens’ Advice Edinburgh.
Sarah Phillips	Appointed 28 June 2017	7/7	Solicitor
Elizabeth Porter	Appointed 1 October 2019	5/7	Chartered Management Accountant
Dr Eurig Scandrett	Appointed 1 December 2016	6/7	Elected Academic Staff Member
Dr Andrew Scott	Appointed 28 June 2017	6/7	Director, Scottish Government
Garvin Sealy	Appointed 1 June 2021	1/1	Co-Director, Equali-Tree Community Interest Company
Andrew White	Appointed 10 June 2019 Retired 9 June 2021	6/6	Student Vice-President Ìý

±·²¹³¾±ðÌý	Appointed/Retired Date	Attendance record
Professor Graham Caie	Convener, retired 30 November 2020 Ìý	1/1
Robert Pattullo	Convener, appointed 1 December 2020	3/3
Elaine Acaster	Ìý	4/5
Carolyn Bell	Ìý	4/5
Elizabeth Porter	Ìý	4/5

The members of the University Court who held office at the date of approval of these financial statements confirm that, so far as they are each aware, there is no relevant audit information of which the University’s auditors are unaware. Each member of the University Court has taken all the steps that he/she ought reasonably to have taken as a Member of Court to make himself/herself aware of any relevant audit information and to establish that the University’s auditors are aware of that information.

On behalf of the University Court

Pamela Woodburn

Chair

1 December 2021