Board of Governors and Committees

Angela Spence - Chair of the Board of Governors and Independent Governor

Alan Edwards - Deputy Chair of the Board of Governors and Independent Governor

Buki Adeyemo - Independent Governor

Chris Handy - Independent Governor

Elaine Siew - Independent Governor

David Ferriday - Independent Governor

Paul Bytheway - Independent Governor

Mashuq Ally - Independent Governor

Melissa Sterling - Independent Governor

Dan Persaud - Independent Governor

Andy Westwood -  Independent Governor

Adeyemi Adebayo - Student Governor

Yetunde Adedipe - Student Governor

Kate Faulkner - Professional Services Governor

Aidan Byrne - Academic Governor

Ebrahim Adia - Vice-Chancellor, ex officio

Board of Governors' Minutes

Minutes of recent Board of Governors meetings can be found below (by scrolling down to the accordions); alternatively, contact governance@wlv.ac.uk.

Membership

Chris Handy - Independent Governor and Committee Chair (interim)

David Ferriday - Independent Governor

Mashuq Ally - Independent Governor

Fayaz Malik - Co-opted Member

People and Culture Committee Membership - to follow

Equality and Diversity Committee Membership:

Mashuq Ally - Independent Governor and Committee Chair

Melissa Sterling - Independent Governor 

Adeyemi Adebayo - Student Governor

Oluwafunbi Babatunde - Student Governor

Aidan Byrne - Academic Governor

Ebrahim Adia - Vice-Chancellor, ex officio] 

[Workforce, Remuneration and Culture Committee Membership:

Chris Handy - Independent Governor and Committee Chair

Melissa Sterling - Independent Governor

Mashuq Ally - Independent Governor 

Paul Bytheway - Independent Governor

Yetundi Adedipe - Student Governor

Oluwafunbi Babatunde - Student Governor

Ebrahim Adia - Vice-Chancellor, ex officio] 

Membership

Alan Edwards - Deputy Chair of the Board of Governors and Committee Chair

Angela Spence - Chair of the Board of Governors

Elaine Siew - Independent Governor

Chris Handy - Independent Governor

Andy Westwood - Independent Governor

Aidan Byrne - Academic Governor

Adeyemi Adebayo - Student Governor

Ebrahim Adia - Vice-Chancellor, ex officio 

Membership

Angela Spence - Chair of the Board of Governors and Committee Chair

Alan Edwards - Deputy Chair of the Board of Governors and Independent Governor

Buki Adeyemo - Independent Governor

Paul Bytheway - Independent Governor

Aidan Byrne - Academic Governor

Yetunde Adedipe - Student Governor

The Chair of the Board and the Chair of the Student Affairs and Academic Committee have agreed to suspend the Student Affairs and Academic Committee for academic year 2024/25, pending review.

Membership

Buki Adeyemo - Independent Governor and Committee Chair

David Ferriday - Independent Governor

Daniel Persaud - Independent Governor

Elaine Siew - Independent Governor

Adeyemi Adebayo - Student Governor

Oluwafunbi Babatunde - Student Governor

Ebrahim Adia - Vice-Chancellor, ex officio 

Membership to follow

Board of Governors' Register of Resolutions from 2021/22: Board of Governors Register of Resolutions

Board of Governors

2 October 2024

17:30 - 20:00

MA224, Wulfruna Building, Wulfruna Street, Wolverhampton, WV1 1LY

Attendance

1. Membership, Apologies, Declarations of Interest

Standing item                                                            Speaker: Chair               

1. Ms Spence explained that following a recruitment process a new Professional Services Governor had been elected and it was now for the Board to ratify the appointment.
2. The Board of Governors resolved to approve the appointment of Ms. Kate Faulkner as the Professional Services Governor from 1 August 2024 to 31 July 2027.
3. An apology was received from Mr Edwards, Independent Governor.
4. There were no declarations of interest.

2. Minutes June 2024

Information item                                                       Speaker: Chair

1. The minutes of 26 June 2024 were approved as a true and accurate record.

3. Vice Chancellor Update

Discussion item                                                         Speaker: Vice Chancellor

1. The Vice Chancellor explained that there was optimism regarding the growth of the University going forward. There seemed to be a more favourable policy environment.  Areas highlighted were:
   1. The University had risen 16 place in the Guardian League Table and was now ranked 85^th. It was noted that the Guardian league table captured information that was relevant and important to the University of Wolverhampton i.e. social mobility, NSS and continuation
   2. The University was ranked 1^st for UK teaching and 1^st generation students in the Daily Mail
   3. The Times Higher World rankings featured the University of Wolverhampton in the 6-800 category.
   4. The NSS scores had the University above sector average in four areas; teaching on my course, learning opportunities, assessment and feedback and student voice. Prof Adia commented this was all credit to the staff having worked hard especially following the cyber incident.
   5. The University had shifted its retention rate by 5% following a recent visit by OfS on the B3 metric. Again this was a great whole institution approach.  The work that was being undertaken in year one should therefore follow on through to completion of courses which would mean this rate should also increase.
   6. KEF had outperformed its competitors.
   7. The staff pulse results regarding leaders of the University showed a clear increase of 15%; leaders keeping staff informed had increased by 11% and there was a 13% increase in staff wanting to work at the University. There was still further work to be undertaken.
2. The Board noted the changes in a year regarding the pulse survey and there was a lot of information to share including the analysis. The Vice Chancellor commented that the team was working on the analysis and this would be circulated to Board as well as staff through a wider communication strategy.
3. It was noted that the University had set a target of 1% increase regarding international students in comparison to other institutions who had set a target of 5% which many had not achieved.
4. The Vice Chancellor introduced the next item regarding the work being undertaken on growth, risk management, and improvements to systems and processes.
5. The impact of TNE students would increase the workload for admissions regarding new accounts being needed, IT and onboarding. There needed to be investment and to be carefully planned. Working with international partners and franchised branded campuses would continue to be pursued.
6. There had also been significant UK interest and there had been 3 UK partnership MoU signed.
7. PVC Academic Leadership and Student Experience was leading the work with the partners and was monitoring the risk on an ongoing basis, the data that was being used and undertaking due diligence.
8. It was noted that the OfS was now focussed on financial sustainability. There was discussion within the political environment regarding fees and a potential increase as well as maintenance grants for disadvantaged students.
9. There was a discussion regarding the position of the University and that there was potential to increase its ranking regarding environmental factors especially with the new sustainable energy source approved at Finance and Resources Committee. With regard to the Sunday Times, it was noted that this was mainly focussed on research institutions.
10. Work was being undertaken on the 5-year plan looking at different scenarios and this would be presented at the Board Away Day.
11. There was a discussion regarding the growth and investment required and the payback period as well as the masterplan and the projection for this. It was noted with regard to the growth plan there was not too much investment required as the University would be working with overseas partners who would be delivering the courses. With regard to investment there was a need to ensure right sizing of teams in terms of applicants and onboarding.
12. There was further work being done on due diligence around partnerships, and this would be informed by the changing remit of the OfS regarding domestic and international partnerships.
13. It was agreed that the UUK document on Opportunity, Growth and Partnership would be circulated to the Board (action). This would enable the discussion regarding the University and what it had on offer and what the fit was.
14. It was noted that with the sub-strategies going live there were lots of big transformational areas to keep people informed. The Vice Chancellor commented that there had been an increase of 13% of staff reporting that communications had improved. He explained that this could be attributed to a visible agenda, honest communications and taking the time with all of this so that staff appreciate the effort.

4. Future Growth

4.1 Student Recruitment Growth Plan

Discussion item                                                 Speaker: Director of UK Student Recruitment, Access & Partnerships            

See minute below                                            

4.2 Presentation on India Strategy

Discussion item                            Speaker: PVC Research, Knowledge & Exchange                                       Robin Carey, Head of International Partnerships

1. The Board received a presentation on the India Strategy and growth plan.
2. A discussion took place where it was noted:
   1. It was an ambitious strategy with an increase of international students over a 3-4 year period.
   2. It was important that not only the academic expectations were met but also the student support services/mechanism was in place. Thought would need to be given to planning, food, diversity offer and again student support.
   3. There was discussion regarding investment in the infrastructure as well as academic staff and more support services for students. It was noted this would be challenging but all the necessary departments were involved including legal and IT to ensure due diligence was undertaken.
   4. There was a discussion regarding accommodation, prospects of jobs for the international students when they had finished their studies in the UK. It was noted that accommodation was a big challenge.
   5. The discussion moved to the current position on recruitment and the UK projections for Semester 1 and UK Undergraduates. This had been a particular challenge across the sector. There had been a significant decline in international students, and this had meant that Russell Group Universities had lowered their entry requirements and were poaching students who would typically choose post 92 universities’.
   6. There was a discussion regarding partnerships and apprenticeships. It was noted that diversification across markets was required.
   7. It was noted that turning round applications in 48 hours had seen an increase in numbers by 11%.
   8. UK partnerships was being developed to ensure strong relationships and sustainable growth. The University had onboarded 3 new partnerships this year with a further two in the pipeline.
   9. This would be further discussed at the Away Day.

5. Exempt Report

Decision item                                               Speaker: Chief Financial Officer                                                         

6. Estates Masterplan Update

Discussion item                            Speaker: CFO/Director of Estates & Facilities                                        

1. The paper was brought to ensure that it was formally noted at Board what had been discussed previously at the Board away days. The paper had also been presented to Finance and Resources Committee. The paper covered the areas in phase one
2. The University was continuing to engage with the City of Wolverhampton Council regarding the Green Innovation Corridor.
3. The board of governors noted the report.

7. Exempt report

Information item                                        Speaker: Vice Chancellor / CFO                                           

8. Chair of FRC Report following the meeting on 19 September 2024

Speaker: Chair of FRC

1. The board noted the update paper from the Chair of Finance and Resources Committee.

9. Exempt report

Discussion item                                          Speaker: Chief Financial Officer                                                         

10. Student Recruitment Performance Report

Discussion item                                                 Speaker: Director of Student Recruitment /Associate Director International Recruitment (Global Opportunities)         

4. This update was covered in item 4.

11. University Secretary Report

Standing item                                             Speaker: Interim University Secretary                                                      

1. The Interim University Secretary explained that at the Governance and Nominations Committee the key item of discussion was the merging of Workforce, Remuneration and Culture Committee with the Equality, Diversity and Inclusivity Committee and the creation of a separate Remuneration Committee. This item had been recommended for approval to the Board of Governors with a fuller report recommended for approval via email resolution.
2. The Interim University Secretary commented that the scheme of delegation was being reviewed with responsibility for this being with Governance and Nominations. Governance and Nominations had agreed to work with the Interim University Secretary on this.
3. The Chair of Governance and Nominations committee agreed that the committee had been supportive of this.
4. The Board of Governors resolved to receive a short report for an email resolution regarding the merging to the Workforce, Remuneration and Culture Committee with Equality, Diversity and Inclusivity Committee and to create a separate Remuneration Committee.

12. Statement of Primary Responsibility

Decision item                                              Speaker: Interim University Secretary                                       

1. The Interim University Secretary explained that under the CUC Code of Good Governance it was good practice to have a Statement of Primary Responsibility, and it was good practice to review this annually with Governance and Nominations Committee having oversight.
2. Following a discussion at the committee it had been agreed to add information regarding education and student focus and where the responsibility of ethics was delegated to.
3. The Board of Governors resolved to receive a revised version with the noted amends.

13. Chair's Action - Student Affairs & Academic Committee

Information item                                                      Speaker: Chair                                                          

1. The Chair of the Board explained that a chairs action had been taken to suspend the Student Affairs & Academic Committee following a detailed discussion with the Chair of the Student Affairs & Academic Committee. It had been noted that there were a number of items taken to this committee which were for information only and therefore there was a lack of clarity about its role and function.
2. It was noted that under the OfS regulations it was important to have a student voice demonstrated.
3. The Interim University Secretary commented that there was overlap with this committee and Academic Board. Work was being undertaken to go through Academic Board and Student Affairs & Academic Committee items to ensure all work was covered.   During this academic year the work would be monitored to evaluate and ensure no items were missed.  The Interim University Secretary also commented that Academic Board was a formal committee to the Board of Governors.

14. Membership of Committees

Decision item                                              Speaker: Chair of the Board                   

1. The Chair of the Board explained that she had undertaken and was finishing the appraisals with the Governors which had included any preferences or views regarding the committees they were members of.
2. In addition, the Chair of the Board had noted that Audit & Risk Committee was predominantly male which would need to be reviewed. The Chair of the Board noted that there was one vacancy for an Independent Governor which when recruited for would need to be explicit for another member of Audit & Risk Committee. 

15. Chair of ARC Update September 2024

Information item                                                      Speaker: Chair of ARC                

1. The Chair of Audit & Risk Committee explained that the Vice Chancellor was now in attendance at Audit & Risk Committee. The Risk register was brought frequently in order to have oversight.  There was a good level of discussion at the strategic level including the risk around people and culture
2. The Chair of Audit & Risk Committee commented that there had been formal approval of KPMG as the external auditors with a direct award of no more than 12 months.

16. Chair of WRCC Update September 2024

Information item                                                       Speaker: Chair of WRCC                      

1. The item was noted.

17. Chair of EDI Committee Update September 2024

Information item                                        Speaker: Chair of EDI Committee                                                         

1. The Chair of the Committee commented that he would produce a note to be circulated.

18. Chair of Academic Board update September 2024

Information item                                               Speaker: Vice Chancellor / PVC Academic Leadership & Student Experience              

1. The PVC Academic Leadership & Student Experience explained that there was a new curriculum framework that had been taken to Academic Board which would need to be brought to Board. (Action – a note to be sent to board).

19. Any Other Business

Standing item                                             Speaker: Chair

1. The Chair of the Board commented that on behalf of the Board she would like to thank Mr Grady for his service and wished him well in his endeavours.

to follow

to follow

Board of Governors

29 November 2023

17:30 - 20:00

MA224, Wulfruna Building, Wulfruna Street, Wolverhampton, WV1 1LY

Attendance

13. Membership, Apologies and Declarations of Interest

Information item                   Speaker: Chair

1. There were no Declarations of Interest.
2. Apologies were received from Dr Buki Adeyemo, Independent Governor and Ms Kimberly Forlini-Softley, Professional Services Governor.

14. Recruitment and Appointment of Independent Governors

Decision item                        Speaker: Chair

1. Ms Spence commented that following an extensive recruitment campaign with a recruitment agency and the interview process was now complete.  The interview panel consisted of herself, Alan Edwards, Chris Handy and Yetunde Adedipe. Ms Waters attended as an observer.
2. Ms Spence commented that the Board had agreed that there were areas of expertise which were required, and these were the areas that they would be appointed to which included; Higher Education, Equality, Inclusivity and Disability, Chair of Audit and a generalist.
3. Governance and Nominations Committee had formally agreed the candidates and recommended to the Board for approval.
4. The Board of Governors resolved to approve and appoint the following people as Independent Governors to the Board from 29 November 2023 to 31 July 2026
   1. Chris Pemberton as Chair of Audit & Risk committee
   2. Paul Bytheway as a generalist Independent Governor
   3. Dr Mashuq Ally as an Independent Governor with EDI speciality
   4. Melissa Sterling as an Independent Governor with EDI speciality
   5. Andy Westwood as an Independent Governor with Higher Education speciality
5. The Board of Governors resolved to approve and appoint Mr Fayaz Malik as a co-opted member to Audit and Risk Committee from 29 November 2023 to 31 July 2026.
6. The Board of Governors resolved to approve and appoint Daniel Persaud as an Independent Governor from 1 August 2024 to 31 2027.

15. Minutes of 29 September 2023

Decision item                        Speaker: Chair

1. The minutes of the 28 September 2023 were agreed and approved as a true and accurate record.

  ii.      16. Vice Chancellor Update

Discussion item                    Speaker: Vice Chancellor

1. Prof. Adia gave a presentation to the Board of Governors covering his own career. He drew the Boards attention to the following areas: political environment, OfS, NSS, Academic Board, and systems.

17. Chair of Finance & Resources Committee Update

Information item                   Speaker: Chair of FRC

1. Mr Edwards commented that the committee had received the following information
2. Student Recruitment report focussing on figures for returning students and international recruitment.
3. Receipt of month 2 figures and month 3 including the cost of energy and potential increase, pension contributions and living wage.
4. Receipt of the Student Union accounts and an impact report which was very positive.
5. Work was being undertaken on the 5-year plan which would be presented to the Board Away Day.

18. Student Recruitment Update Report

Discussion item   Speaker: Director of Student Recruitment/Director of UK Recruitment, Access & Partnerships

The report was dealt with in the update above.

19. Finance Performance Report

Discussion item                    Speaker: Chief Financial Officer

This report was dealt with in the update above.

20. Students' Union Accounts

Information item

1. The Board of Governors noted the report.

21. Year End Consolidated Report and Financial Statements - Chair of Audit and RISK COMMITTEE introduction and update

Decision item                        Speaker: Chair of ARC

1. Prof Handy commented that with regard to the Internal audit report there were areas of high concern around cyber, but all the other audits were noted as medium.
2. The Audit and Risk Committee had agreed the accounts and had recommended them for approval at the Board of Governors.
3. The Board of Governors resolved to approve the accounts subject to the Chief Operating Officer and the Chief Financial Officer approving the amends that had been made by Mr Aslett. These would be shared with KPMG.

22. KPMG Year End Reports and Statement of Accounts for Year End

Information item                   Speaker: KPMG

1. The Board noted the report.

23. Audit Highlights Memorandum & Management Letter

Decision item                        Speaker: KPMG

1. The Board noted the report.

24. Statutory Accounts 2022-2023 Final

Decision item                        Speaker: Chief Financial Officer

1. The Board noted the report.

25. Pension Update Report

Information item                   Speaker: Chief Operating Officer

2024. Ms Waters presented the report and explained that Board had approved the Defined Contribution Scheme and the setting up of a SPV. The SPV would come into effect on 1 January 2024.

26. Group Structure

Decision item                        Speaker: Chief Operating Officer

2023. This item was deferred to 13 December 2023.

27. Student Protection Plan

Decision item                        Speaker: Director of Registry Services

2023. This item was deferred to the 13 December 2023.

28. PREVENT Accountability and Data Return Statement

Decision item                        Speaker: Director of Corporate Compliance

1. Ms Waters gave the background to the report and explained that it was an OfS requirement to publish and upload this report. The OfS did not judge their report.  The report had certain metrics that had to be applied round it including systems and processes. 
2. Mr Clarke commented it was important that the Board were sighted on the report in order that they had the assurance the University was undertaking its duty. Training was paramount regarding this which included all staff and governors. The report covered the accountability statement which summarised all the work that was undertaken. With regard to Governor involvement Ms Spence was the dedicated governor for prevent.
3. Mr Clarke commented that relationships with external stakeholders was good.
4. The Board of Governors resolved to approve Prevent Accountability and Data Return Statement 2023.

29. Safeguarding Annual Assurance Report

Decision item                        Speaker: Director of Corporate Compliance

2024. This item was deferred to the Board of Governors meeting in March 2024.

30. Partnership Review and Action Plan

Information item                   Speaker: Director of Strategy and Organisational Enhancement

2024. This item was deferred to March 2024.

31. AOB

1. There was no further business.

Board of Governors

20 March 2024

18:00 - 20:00

MA224, Wulfruna Building, Wulfruna Street, Wolverhampton, WV1 1LY.

Attendance

53. Membership, apologies and declarations of interest

Standing item                                                                    Speaker: Chair

1. Apologies were received from Ninder Johal, Independent Governor and Kimberly Forlini-Softley, Professional Services Governor.
2. There were no declarations of interest.

54. Minutes of November 2023, 13 December 2023, Extraordinary Meeting 1 February 2024 and 20 February 2024

Decision item                                                                    Speaker: Chair

1. The minutes of 29 November 2023, 13 December 2023, 1 February 2024, including confidential minute and 20 February 2024 were all agreed as a true and accurate record.

55. Vice Chancellor Update including Social Mobility Premium

Discussion item                                                                Speaker: Vice Chancellor

1. Prof Adia presented his report and highlighted areas of progress that had been achieved so far.
   1. Strategy development and engagement with all staff, external stakeholders and the Student Union had been good. In addition, the workshops with the Governors had also proved to be useful for the development of the Strategy. Prof Adia hoped that when the Strategy was launched the majority of the community would feel that they had ownership which was important.
   2. Finance Reporting –Finance & Resources Committee had discussed the financial reports.
   3. Intranet Development – it was noted that this was an area that needed to be progressed.
   4. International Growth – Chestnut Education – Prof Adia commented that he was pleased with how the partnership was developing.
   5. Increasing Partner and Stakeholder Confidence – Prof Adia commented that response from key stakeholders was very positive and they welcomed the University’s re-engagement.
   6. Estates Masterplan – this was moving at a pace, and it was agreed that a half day workshop for the Governors should be arranged in May.
   7. Updates on Cyber Quarter & Science Park – were noted.
   8. Social Mobility – Prof Adia commented that Matt Weston the Shadow Education Secretary was interested in this in meeting to discuss the SMP. The Million Plus Group Universities had adopted the SMP in its Manifesto.
   9. Risk – Prof Adia commented that from talks with other Vice Chancellors that the sector was facing unprecedented financial pressures in part as a result of a significant downturn in international students.

1. NSS – waiting on the results.
2. People & Performance – Prof Adia reported that OVC felt different now with the new posts embedding in and there was also significant change in UEB resulting in new thinking and perspectives. He was also pleased with the quality of applicants for key posts such as the Dean of FSE and Head of School roles. 
3. Strategy – Prof Adia presented the proposed straplines for the strategy and asked for comments from the Governors.
4. KPI’s – Prof Adia explained that as the strategy began to fully emerge the KPI’s would be brought back to Board for review and approval
5. Strategy Delivery Board – This Board would drive the delivery of the Strategy and integrate operational planning, financial alignment, risk register and monitoring of performance.
6. Prof Adia commented that when the new Strategy was launched it would coincide with an inaugural black-tie event for all major stakeholders to attend.

56. Exempt Report

57. Exempt report

58. Chair of Finance & Resources Committee update

Information item                                                             Speaker: Chair of FRC                   

1. Mr Edwards commented
   1. HE was in financial distress and there had been a full discussion on this.  Some institutions were in major deficit which the Vice Chancellor shared and that it was a welcome that the University had been through its own restructuring recently.
   2. There was no new student data other than data from a month and that conversion rates were higher.
   3. The finance report noted the forecast which included the cyber incident and that costs would be covered by insurance with would be reflected in the risk analysis.
   4. There was a good discussion regarding the Masterplan.
   5. it was pleasing news that the City Council was being active and supportive with the masterplan.

58.1 Chair of Audit & Risk Committee Update

Information item                             Speaker: Chair of ARC

1. Verbal update was received.

59. exempt report

60. Exempt Report

61. Honorary Degrees

Decision item                                                    Speaker: Vice Chancellor             

1. Prof Adia commented that he had chaired the Honorary Awards committee and he had been surprised how much interest had been generated. He explained that he had asked for further work to be undertaken regarding the criteria to make the determination.
2. There had been on that had been deferred and one that had been declined.
3. Mr Persaud commented that he had sat on the committee and agreed there had been a lot of submissions and that the criteria needed to be reviewed. He commented that he had enjoyed being part of the committee.
4. The Board of Governors resolved to approve the Honorary Awards.

62. Pensions

Information Item                             Speaker: Chief Operating Officer / University secretary

1. Ms Waters commented that the initial date of 1^st April had been moved to 1^st May in order to ensure lead in time.

63. Review of Fees & Charges (include student tuition fees)

Decision item                                                    Speaker: Director of Registry Services

1. Mr Kidd presented the report and explained that the University had now confirmed and approved its tuition fee schedule for the 2024-2025 academic year, with the exception of Continual Professional Development (CPD) and Wolverhampton Online provision. The fee schedule for 2024-2025 included several notable changes arising from market considerations or regulatory recommendations.
2. The tuition fees subject to regulatory restrictions (UK Undergraduate) and those related to partnerships remain unchanged for 2024-2025.
3. All international tuition fees had been increased by £500 – this was regardless of level. This change was in response to a competitor analysis and an evaluation of the marketplace. It brought the University in line with both.
4. Postgraduate taught fees (Home) had been adjusted to reflect an inflationary increase of 5%. This applied to both full-time and part-time provision.
5. All European Union students had been aligned to that of UK students, which in essence meant they had been reduced from the international student fee rates. Mr Kidd explained that this change was brought about to help stimulate the EU market and encourage applications from such countries.  In addition, the adopted approach aligned the University to that of its key competitors.
6. The University was yet to finalise and confirm some of the tuition profiles – specifically for Continuous Professional Develop and WLV Online provision. The Fees and Bursaries Working Group had requested further information on the rationale and relation to cost was requested.
7. The Board of Governors resolved to approve the tuition fees for 2024-2025.

64. Safeguarding Annual Assurance Report

Decision item                    Speaker: Chief Operating Officer / University Secretary                

1. This item was deferred.

65. Calendar of Meetings for the next academic year

Information item                             Speaker: Associate Director of Corporate Governance

1. The calendar was distributed for information to the Board of Governors.

66. AOB

Standing item                                                                    Speaker: Chair

1. Confidential Item – see confidential minute. All staff were asked to leave the Board meeting at 8pm.

Board of Governors

Minutes of the Board of Governors held on Wednesday 26 June 2024 from 18:00 to 20:30 in room MA224, Wulfruna Building, Wulfruna Street, Wolverhampton, WV1 1LY

Attendance

PRESENT

Ms Angela Spence – Chair

Mr Alan Edwards – Deputy Chair (Teams)

Prof Andy Westwood – Independent Governor (Teams)

Dr Buki Adeyemo – Independent Governor (Teams)
Prof Chris Handy – Independent Governor
Mr Craig Pemberton – Independent Governor (Teams)
Mr Dan Persaud – Independent Governor
Mr David Ferriday – Independent Governor
Ms Elaine Siew – Independent Governor

Dr Mashuq Ally – Independent Governor

Ms Melissa Sterling – Independent Governor

Mr Ninder Johal – Independent Governor

Dr Aidan Byrne – Academic Staff Governor
Ms Kimberly Forlini-Softly – Professional Services Staff Governor

Ms Bisola Olatunji – Student Governor

Ms Yetunde Adedipe – Student Governor

Prof Ebrahim Adia – Vice Chancellor/Ex-Officio

In Attendance

Mr David Grady – Chief Financial Officer

Prof Gill Knight – PVC Academic Leadership & Student Experience

Ms Rachel Adams – Chief People Officer

Mr Ray Flynn – Associate Director, Corporate & Strategic Advice

Ms Sergine Monple – Director of Student Recruitment (item 71 only)

Ms Caitlin Clifford – Head of UK Student Recruitment (item 71 only)

Mr Dan Kidd – Director of Registry Services (items 77 & 78 only)

Ms Kate Marchant – Corporate Governance Manager (minutes)

Apologies

Mr Paul Bytheway – Independent Governor

67. Membership, apologies and declarations of interest

Standing item              Speaker: Chair                       

1. Apologies listed above.
2. There were no declarations of interest.

68. Minutes of 20 March 2024 and 14 May 2024

Decision item              Speaker: Chair                       

1. The minutes of the meeting on 20 March 2024 were approved as a true and accord record.

69. Vice Chancellor Update

Discussion item                      Speaker: Vice Chancellor      

1. Prof Adia presented his update and slides which highlighted areas of progress that had been achieved. 
2. Co-created university strategy had been launched and members of VCG had prepared their sub strategies which would give direction from the next academic year and would be presented at the Board Away Day on 03 July.
3. Estates Master Plan if delivered would fundamentally change the university.
4. Student retention had improved and it was crucial work continued to build on that.
5. Delivering the 2023/24 budget had been challenging, but the financial year was expected to end with a modest surplus.
6. Reformed governance and decision-making had been disaggregated and work had been undertaken so it was clear where decision-making sat.
7. Internal communication had improved and there was more work to be done around external communication.
8. Cybersecurity had been enhanced following the cyber incident and a best in class provider was now working with the university.
9. Future focus would be:

• Focus on student engagement, experience and outcomes;
• Embed culture of inclusion, high performance, staff engagement, development and wellbeing;
• Agree Research and KE focus for REF 2029;
• Invest to grow income and to deliver operational efficiency;
• Leverage external partnerships to mutual benefit;
• Become a data-led, evidence based organisation.

1. Ms Olatunji commented the work that had gone into the university portfolio and the passion of VCG and staff to improve the student experience had been noted by students. 
2. Mr Johal commented the university needed an effective brand strategy and a key part of that was promoting the student journey. Dr Ally noted there were deep cultural issues at the university which needed to be addressed at both staff and student level.  He suggested there should be more cross integration with leaders and across disciplines.
3. Prof Adia agreed and commented there was an opportunity when looking at the curriculum framework and design in graduate attributes to think about the world of work and its increasing multi-disciplinary teams.  Prof Knight noted that had been discussed when developing the Student Success sub strategy which had been co-created with Student Ambassadors.  Conversations also had taken place with Wolverhampton and Walsall Colleges about cross disciplinary teaching and curriculum alignment especially in e-sports.
4. Ms Spence noted the improved student retention was to be applauded.  The focus of work felt right and there remained a significant amount of work to be done.

70. Chair of Finance & Resources Committee update

Information item                      Speaker: Chair of FRC                      

1. Mr Edwards summarised the major items discussed at Finance & Resources Committee (FRC) on 13 June.
   1. The headline discussion was the 2024/25 budget. The focus of the discussion had been the need for a medium term financial plan and the 3-5 year action plan to turn the situation around. 
   2. FRC had recommended the approval of the 2024/25 budget but looked forward to seeing that in context of a 3-5 year financial plan.
   3. Mr Edwards noted the university’s utilities contract was due for renewal and given the volatility of the market and the significant global risks, FRC had agreed to the need to fix prices for 2 years. A procurement exercise was underway and was expected to be completed in July 2024.
2. The Board of Governors resolved to approve that the Chair of Finance & Resources Committee, in consultation with the Chair of the Board, be given authority to approve the outcome of the tender.

Chair of Audit & Risk Committee Update

1. Mr Pemberton noted
   1. The committee had received an update on the Executive.
   2. it was the Executives responsibility to approve extensions to audit recommendations with an overview to each ARC meeting going forward.
   3. The budget view and update from the Chief Financial Officer and Mr Pemberton had made it clear that ARC’s role was a focus on any significant risks the budget presented rather than to act as an approver. The Chair of ARC and FRC ensured there was communication between them.
   4. There was an appetite for some deeper scenario analysis on the assumptions around student numbers given that was a key driver for the financials with a differentiation between domestic and internal made in the scenarios.
   5. ARC had approved the new process paper for Internal Audits subject to a change being made regarding the new accountabilities for agreeing extensions.
   6. PwC had presented a multi-year draft Internal Audit Plan aligned to the risk register and highlighting areas for audit based on the history of reviews previously carried out.  It was agreed that VCG should be sighted and actively discussing this to provide ARC with assurance that the Executive felt the resourcing and timings were appropriate.  The committee was clear that it was ARC who owned the remit in that area.  Prof Adia had undertaken to share the plan with UEB and it would go to ARC in September for approval.
   7. Discussion had taken place about the alignment of strategic risks and the business plan and it was felt that there was more that could be done, and the work would be ongoing.
   8. ARC approved the Financial Regulations following their annual review.

71. Exempt Report                                                  

72. Finance Performance Report

Discussion item                      Speaker: Chief Financial Officer                   

1. Mr Grady noted despite risks that remained in the current financial year, the headline operating position would be a surplus or break even.
2. There had been improvements since the last meeting which could be attributed to better and more challenging budget conversations.

73. University Proposed Budget 2024-2025

Decision item              Speaker: Chief Financial Officer                   

1. Mr Grady presented the proposed budget for 2024/25 and noted since it had last been discussed with the Board the vacancy savings target had been met. There were significant pressures on pay and energy.  Next year’s pay increase was expected in August.    
2. The most significant risk to the budget figures was student revenue.
3. Mr Grady shared a slide showing increased costs and savings for the budget for 2024/25 and for 2025/26 where savings were expected once the Professional Services review had been completed.
4. Pension costs remained a proportion of pay costs and the budget included pension costs.
5. The cash position implied in the budget remained manageable within current borrowing facilities
6. Mr Grady noted he had briefed the banks on the draft budget, and they had seemed broadly comfortable.
7. Ms Siew asked about staff numbers vs turnover and that the second chart for 2025/26 assumed the university could cope with more students but the current number of staff.
8. Prof Adia commented the curriculum framework would identify how many students were on modules and where growth could take place.
9. Mr Ferriday commented he welcomed the chart for 2025/26 but would like to see at least a further year. Mr Grady noted he had asked the team to work on the 5-year forecast so it could be presented to Board in October.

74. Exempt Report

Decision item              Speaker: Chief People Officer                      

75. Financial Regulations

Decision item              Speaker: Chief Financial Officer                   

1. The previous Interim Chief Financial Officer had undertaken a detailed review of the Financial Regulations in 2023 and so the paper presented only had some minor changes.
2. The Board of Governors resolved to approve the Financial Regulations.

76. Core Employment Policies

Decision item              Speaker: Chief People Officer                      

1. Ms Adams noted the core employment policies had not changed just the process and governance. .
2. Prof Handy noted the policies included the old university values and asked if these could be changed to align with the values and behaviours in the strategy and business plan –
3. The Board of Governors resolved to approve the core employment policies – Disciplinary Policy, Capability Policy and Procedure, Managing Absence Policy and Procedure and Probation Policy and Procedure.

77. Annual Academic Board Report

Decision item              Speaker: Director of Registry Services                     

1. The annual Academic Board Report was presented to the Board the purpose of which was to provide assurance that Academic Board had undertaken their discharged responsibilities around the university’s academic governance and that it had delivered an effective student academic experience with associated outcomes. Key areas of delivery, progression and areas for improvement were highlighted in the report.
2. Academic Board had continued to receive updates around student experience surveys which had prompted actions for colleagues to work through the detail of how to improve.
3. Academic quality and integrity adjustments had been made through Academic Board around the removal of the third attempts of assessment which had been a recommendation from OfS and towards the end of the year there would be a further change around the end point assessment to be taken before a qualification was awarded.
4. Mr Kidd noted the action plan following the recent Ofsted inspection would be closely monitored by Academic Board and professional statutory bodies would be a particular focus for the next academic year.
5. There had been a significant change to the academic governance structure to support the shift in regulatory requirements to ensure decision-making was effective, and the correct people were involved and that it aligned to the university strategy.
6. There would be a review during the next academic year and anticipated changes around the academic framework which Academic Board would have an important role in.
7. The Board was asked to note and to approve the report.

78. Byelaw

Decision item              Speaker: Director of Registry Services         

1. The Business School had identified a need to make an adjustment to Byelaw 5 around higher degrees and require the Doctor of Business Administration Higher Doctorate to be removed and instead the name to be used for a Professional Doctorate to be included in section 3g (Professional Doctorates). The change of course title would be aligned to the sector and sector practice and it was hoped it would help with recruitment.
2. Mr Johal commented the university was weak in relation to engagement with business in
3. The Board of Governors resolved to approve an amendment to the byelaw for a change of course name from Doctor of Business Administration Higher Doctorate to Professional Doctorate to be included in section 3g.   

79. Exempt Report

80. AOB

Board of Governors

Minutes of the one hundred and fortieth meeting of the Board of Governors, held on Wednesday 30 November 2022 at 18:00 in MA224 via Teams.

Present:

Ms Angela Spence, Chair

Mr Alan Edwards, Deputy Chair

Mr Amrit Singh, Deputy Chair

Mrs Elaine Siew, Independent Governor

Prof Chris Handy, Independent Governor

Ms Kim Carr, Independent Governor

Mr Ninder Johal, Independent Governor

Mr Chris Woods, Independent Governor

Mr David Ferriday, Independent Governor (after item BG/22/15A)

Ms Kimberly Forlini-Softley, Professional Services Governor

Dr Ada Adeghe, Academic Governor

Ms Tayabah Mahmood, Student Governor

Ms Gagandeep Kaur, Student Governor

In Attendance:

Prof Julia Clarke, Deputy Vice Chancellor

Ms Samantha Waters, Chief Compliance Officer

Mr David Reeves, Interim Chief Financial Officer

Ms Fiona Oakes, Head of Risk & Business Continuity (item BG/22/21 only)

Mr Mark Dawson, KPMG (items BG/22/22, BG/22/23A, BG/22/23B, BG/22/23C only)

Mr Dan Kidd, Director of Registry Services (item BG/22/29 only)

Ms Diane Cook, Head of Corporate Governance

Ms Kate Marchant, Corporate Governance Manager

Apologies:

Mr Peter Price, Independent Governor

Dr Buki Adeyemo, Independent Governor

Prof Ian Campbell, Interim Vice Chancellor

BG/22/15         Membership, Apologies & Declarations of Interest

1. Mr Woods was welcomed to the Board as Independent Governor.
2. Apologies listed above.
3. There were no declarations of interest.

BG/22/15A      Approval of Appointment of Mr D Ferriday, Independent Governor

1. It was noted that interviews had been conducted on 21 October 2022 and the panel were unanimous that Mr Ferriday should be appointed Independent Governor.
2. The Board of Governors resolved to approve the appointment and for Mr Ferriday’s term of office to run from 30 November 2022 to 31 July 2024.
3. Mr Ferriday joined the meeting and was formally welcomed by the Board as Independent Governor.

BG/22/16         Minutes & Matters Arising

1. The minutes of 29 September 2022 were agreed as a true and accurate record.
2. All actions were not due for completion until March and June.

Part A: Priority Items for Discussion

BG/22/17         Exempt from Publication

BG/22/18         Chair of Finance & Resources Committee Update – Verbal

1. The following points were raised and discussed:
   1. A presentation regarding the Cyber Quarter and developments that had taken place so far was given. Prof Pillai had been appointed to the UK Government Cyber Advisory Board run by the Cabinet Office.  In addition, The Cyber Quarter team had been awarded a number of awards including the Tech Innovation Champion Award and the University had won Cyber University of the Year Award.
   2. The Centre had collaborated with organisations in India and had partnered with the largest cyber centre there and signed a Memorandum of Understanding.
   3. A verbal update on the transformation programme had been received regarding the Mutually Agreed Redundancy Scheme (MARS), VR (Voluntary Redundancy) and the number of positions involved.
   4. The appeals process had been discussed.
   5. The Student Recruitment Report had been positive and the committee had congratulated the team.
   6. The committee had unanimously approved the early implementation of the national Living Wage increase.
   7. The committee approved the Terms of Reference.
   8. It was noted insurance premiums had increased.partly The university was fully insured, and the committee would receive an executive summary of insurance cover at its next meeting.

BG/22/18A      Finance Performance Report

1. The following points were raised and discussed:
   2022. finance performance report for the first two months to the end of September 2022.
   2023. The quarter one (Q1) report had been produced to end of October 2022 and would be presented to committees at a later date. That report captured the fee position so far. 
   2024. There were assumptions around retention in the fee forecast so it was important retention targets were met.
   2025. Q1 reviews were underway with faculties and major service spend areas.
   2026. The financial performance was on track and the university needed to concentrate on growing income.
2. The Board of Governors noted the report.

BG/22/19         Student Recruitment Report

1. The following points were raised and discussed:
   1. Semester 2 remained positive for UK and International recruitment.
   2. UK UG was on track for April 2023 starters and part time PG recruitment looked strong.
2. The Board of Governors noted the report.

BG/22/20         Exempt from Publication

BG/22/21         Risk & Business Continuity Planning for the Future

1. The following points were raised and discussed:
   1. The strategic and corporate risk registers had been reviewed and further meeting with UEB would be taking place.
   2. The draft business continuity webpages had been updated to include risk management which would go live shortly. They would include procedures and templates.
   3. Work was being undertaken to produce a video piece for colleagues more widely around risk management to be used in January 2023 with the relaunch of risk and business continuity.
   4. A review of the policy and terms of reference for Risk Management Group and Business Continuity Group would be undertaken.
   5. Action plans would be undertaken regarding each corporate risk and reportable to UEB.
   6. There was a discussion regarding staff involvement and it was noted that following work with the transformation programme and using the information it would lead to practical, realistic and meaningful solutions.
   7. It was noted that the risks identified would fall into themes they could be more easily identified and in the background a share point solution would be put together to filter on risk registers to strategic, corporate and local risk.
   8. It was noted that work was being undertaken to develop the champions in health and safety and they would create their own support networks.
2. The Board of Governors agreed to endorse the proposal.

Part B: Items for Approval

BG/22/22         Exempt from publication

BG/22/23         Chair of Audit & Risk Committee Update

1. The update from the Chair of Audit & Risk Committee was noted.

BG/22/23A      Annual KPMG Update Report

1. KPMG presented the update report and the following points were raised:
   1. All outstanding areas of work had been completed. It was concluded  that the University was a ‘going concern’. Challenge and review of the university’s forecasts meant KPMG were comfortable the disclosures included in the accounts which were complete.
   2. It was noted that KPMG had completed their work subject to approval of the accounts and would issue a clean audit opinion in each respect.
   3. It was noted LGPS liability was reflected now in the accounts.
   4. Findings from internal audit would be tracked and followed up by Audit & Risk Committee.

BG/22/23B      Audit Highlights Memo & Management Letter

1. The report was noted.

BG/22/23C      Statement of Accounts for Year End 2021/22

1. The following points were raised and discussed:
   1. The Chief Financial Officer presented the approved version of the statutory accounts for sign off from the Board.
   2. The LGPS liability was noted and KPMG were satisfied with the underlying assumption around those calculations and had given a clean report.
2. The Board of Governors resolved to approve the Statement of Accounts for Year End 2021/22.

BG/22/24         Constitutional Documents

1. The following points were raised and discussed:
   1. The constitutional documents had been in development for 18 months which included work on the Scheme of Delegations that had been undertaken. This signalled to the OfS the university had taken governance seriously and had done a full governance review.
   2. The Instruments and Articles would not change significantly but the iterative point was Regulations for Board which would be developed over the next 12 months to make them work for the Board.
2. The Board of Governors resolved to adopt the Constitutional Documents.

BG/22/25         Statement of Responsibility

1. The following points were raised and discussed:
   1. The Statement of Responsibility was an annual statement. It had been changed slightly to focus on education.  It was CUC compliant and best practice.
2. The Board of Governors resolved to adopt the Statement of Responsibility.

BG/22/26         Chair of Academic Board Update – Verbal

1. This item was deferred.

BG/22/27         Chair of Governance & Nominations Update – Verbal

1. This item was deferred.

BG/22/28         Update Workforce & Culture Committee ToR to include Remuneration Committee

1. This item would be addressed by email resolution.

Part C: Items for Receipt/Information

BG/22/29         Exempt from Publication

BG/22/30         Audit Committee Annual Report

1. The following points were raised and discussed:
   1. Work on the report had taken place over the last 2 years to make it more informative.
   2. The analysis from the Chair of Audit & Risk Committee was an acknowledgement of the situation the university had been in, measures that had taken place to take forward.
2. The Board of Governors noted the report.

BG/22/31         PREVENT Report

1. The following points were raised and discussed:
2. The report had been circulated at the Safeguarding and PREVENT training which had taken place on 22 November 2022 for Governors.
3. There had been seismic changes in the Health & Safety Team over the previous year. Locally and nationally the university now had a good footprint.
4. The annual PREVENT return would be submitted to the OfS on 01 December 2022 as a condition of the university’s registration.
5. The Board of Governors resolved to approve the REVENT Report.

BG/22/32         Exempt from publication

BG/22/33         Any Other Business

1. There were no items of any other business.

OVC Officers, Student Governors, Head of Corporate Governance and Corporate Governance Manager left the meeting.

A Confidential Closed Session took place

The meeting closed at 20:50. The next meeting will be held on Wednesday 29 March 2023 at 18:00.

January 2023 - exempt from publication

Board of Governors

Minutes of the one hundred and forty first meeting of the Board of Governors, held on Wednesday, 29 March 2023 at 6.00 pm in MA224

Present:

Ms Angela Spence (Chair)

Mr Alan Edwards (Deputy Chair)

Mr Amrit Singh (Deputy Chair)

Prof Chris Handy, Independent Governor

Dr Buki Adeyemo, Independent Governor

Mr Chris Woods, Independent Governor

Mr Ninder Johal, Independent Governor

David Ferriday, Independent Governor

Kimberly Forlini-Softley, Professional Services Governor

Dr Ada Adeghe, Academic Board Governor

Ms Gagandeep Kaur, Student Governor

Prof John Raftery, Vice Chancellor

In attendance:

Ms Diane Cook, Associate Director of Corporate Governance

Ms Samantha Waters, Chief Compliance Officer

Mr David Reeve, Chief Financial Officer

Apologies:

Ms Kim Carr, Independent Governor

Ms Elaine Siew, Independent Governor

Ms Tayabah Mahmood, Student Governor

1. Ms Spence formally welcomed Prof Raftery to his first Board meeting.
2. Mr A Singh declared his interest in Item BG/22/44 as he was related to one of the nominees for an Honorary degree.
3. Ms Waters and Mr Reeve declared a conflict in item BG/22/37.

1. The minutes of the 30 November 2022 were agreed as a true and accurate record.
2. The confidential minutes of 12 January 2023 were agreed as a true and accurate record.

Part A: Priority Items for Discussion

[Ms Waters, Chief Compliance Officer and Mr Reeve, Chief Financial Officer left the meeting]

[Ms Waters, Chief Compliance Officer and Mr Reeve, Chief Financial Officer returned to the meeting]

1. The report was noted as it had previously been thoroughly discussed at Finance and Resources Committee.

1. The report was noted as it had previously been thoroughly discussed at Finance & Resources Committee.

1. The following points were raised:
   1. At the Strategic Board Away Day on 15 February 2023, the idea of having Board meetings at the different campuses was discussed. The Board felt that by doing this it would allow them the chance to see the other campuses and to interact with students.
   2. In order to take this forward an initial discussion with the Deans of the Faculties has taken place to see which months would be the best for the students to showcase their work and to meet with the Governors. This would be undertaken in the next academic year.
   3. Listed below were the suggestions from the Faculties:

Faculty of Education, Health, and Wellbeing: November 2023 (Walsall Campus)

The suggested areas to showcase students, their work and the facilities were:

2023. Tour of the new OfS funded sports facilities which should be completed by September 2023.
2024. Demo of the nursing simulation suit.
2025. Visit to the student hub.

Faculty of Science & Engineering: March 2024 Board meeting (Telford Campus)

1. The focus would be on the launch of the race season/car etc.
2. Alternatively, a separate date in April could be organised which would tie in with the industry days where students work would be showcased and show some positive light on the University’s engagement in industry. This would mean that in April student projects would be finishing and stands and work would be available already and the Governors could attend on a specified date.

Faculty of Arts Business & Social Sciences: March

1. There would be a mixture of student work to showcase throughout the Faculty which Heads of School were currently considering and discussing with their teams. 
2. Governors would be invited separately to the Degree Show in June to see the School of Art student displays.
3. Potential visit to the Screen School.

In addition to this the Student Union President had been contacted to see if it was possible to showcase their work and activity prior to the Board meeting in June and further discussions were taking place with them regarding this as they felt this would be a fantastic opportunity.

Part B: Items for Approval

1. The following points were raised:
   1. Since the last update, the risk register template had been reviewed and updated to aid transparency, evidence control measures and provide clarity on ownership on ongoing and future actions. The Strategic and Corporate Risk Register content had also been updated to reflect the current position. The report recommended that the University commenced a gap analysis of local risk registers with a view to commencing work in due course.
   2. The paper also provided a general business continuity and major incident planning update with a focus on the positive work around planning for power outage.
   3. It also provided a roadmap to improve business continuity and major incident planning awareness and training at the university in the short, medium, and longer term.
2. The Board of Governors resolved to approve the risk registers.

1. The following points were raised:
   2022. The report provided the Annual Safeguarding Assurance report for 2021/2022. The report summarised the work undertaken within the University in respect of Safeguarding, planned developments and our ambitions moving forward into 2022 - 2023.
   2023. This report was also to inform Board Members of the progress made regarding the University’s responsibilities for Safeguarding across the institution and in particular in relation to its governance & leadership, policies & procedures, training, engagement with external stakeholders and networks, its external compliance (including response to Ofsted inspection), compliance with its PREVENT duty and finally the referrals throughout the year.
2. The Board of Governors resolved to approve the Safeguarding Annual Assurance Report 2021-2022.

1. It was noted that the Prevent Accountability and Data return 2021-22 had been submitted to the OfS and that no issues had been raised.

[Mr Singh left the meeting]

1. Mr Singh had previously declared an interest for this item and left the meeting for this discussion.
2. The following points were raised:
   1. The Vice Chancellor commented that the Honorary Degree subcommittee had a robust discussion about the nominees. It was noted that they were all deserving candidates.
   2. It was noted that due diligence regarding background checks had been undertaken and there were no issues.
3. The Board of Governors resolved to approve the list of Honorary Degrees.

[Mr Singh returned to the meeting]

1. It was noted that the contract for the existing Internal Audit provision was due to expire in July 2023, although a short extension to the end of December 2023, was agreed with the Audit and Risk Committee to cover the financial year statements. The new Contract must be in place by end March 2023, to allow for activity planning for the next academic year.
2. A tender process was followed and interviews with the Internal Auditors were held. The interviews were carried out by Samantha Waters, Chief Compliance Officer; David Reeve, Chief Financial Officer; Fiona Ward, Head of Procurement; Chris Handy, Chair of Audit & Risk Committee; Amrit Singh, Deputy Chair
3. Mr Singh commented that the interview panel had been clear on the ask of the Internal Auditors in order that Audit and Risk Committee, as well as Board, were sighted on the relevant areas and received the right support.
4. The Board of Governors resolved to approve:
   1. the Contract be awarded to PwC LPP
   2. The Contract period for the new contract is for a period of three (3) years commencing 1^st August 2023

Part C: Items for Receipt/ For Information

1. It was noted that the Chair of Finance had given his update within previous items.

1. The following points were raised:
   1. The paper provided an update on the University’s Access and Participation Plan (APP). Specifically, the paper outlined the approach that the Office for Students were taking for the new APPs that would be implemented from 2024/25
   2. Access and Participation Plans set out how higher education providers would improve equality of opportunity for under-represented groups to access, succeed in, and progress from higher education. All HEIs that wished to charge higher tuition fees must have had an APP approved by the Office for Students (OfS).  The current APP was a five-year plan and covered the period 2020/21–2024/25.  The University’s APP was approved in 2019.
2. The Board of Governors resolved to note the report.

1. It was noted that the Calendar of meeting dates had been discussed with Chairs of Committees and had been through UEB. Due diligence and liaising with Academic Board had also taken place.
2. The Board of Governors resolved to note the new calendar of dates which would be circulated to all Governors, relevant staff and would be published on the website.

1. Ms Forlini-Softley raised the request for a Hall of Fame to be approved by the Board of Governors. The process for this would be:
   1. Each year, graduates would be inducted into the University’s Alumni Hall of Fame. This would be the highest honour bestowed by the University of Wolverhampton Alumni Association. This award could be bestowed for any industry, profession, or type of service, and was intended to honour alumni of exemplary standing.
   2. Nominees would be shortlisted by the Alumni Association and finalists would be selected by a panel comprised of members of the University’s Board of Governors.
2. The Board of Governors resolved to approve this request for there to be a Hall of Fame. Further details and guidance would be issued to the Board of Governors.

The meeting closed at 8.10 pm

The next Board of Governors meeting will be held on 28 June 2023

Board of Governors

28 June 2023

18:00 - 20:00

MA224, Wulfruna Building, Wulfruna Street, Wolverhampton, WV1 1LY

Present:

Angela Spence, Chair of the Board

Alan Edwards, Deputy Chair of the Board, Chair of Finance & Resources

Amrit Singh, Deputy Chair of the Board

Prof. Chris Handy, Chair of Workforce, Remuneration & Culture Committee, Chair of Audit & Risk Committee

Chris Woods, Independent Governor

David Ferriday, Independent Governor

Elaine Ferriday, Independent Governor

Kim Carr, Independent Governor

Dr Buki Adeyemo, Independent Governor

Ninder Johal, Independent Governor

Ada Adeghe, Academic Governor

Kimberly Forlini-Softley, Professional Services Governor

Prof. John Raftery, Vice Chancellor, Ex-Officio

Apologies:

Tayabah Mahmood, Student Governor

Gagandeep Kaur, Student Governor

Attendance:

Samantha Waters, Chief Compliance Officer

David Reeve, Chief Finance Officer

Prof. Pillai, Pro Vice-Chancellor, Research & Knowledge Exchange

Diane Cook, Associate Director of Corporate Governance

Gareth Kirk, Director of Continuous Improvement (Item 45)

Prof.  Phil Gravestock, Dean of Students & Education (Item 45)

Caitlin Clifford, Director of Recruitment & Partnerships (Item 47)

Sergine Monple, Director (Item 47)

43. Membership, Apologies and Declarations of Interest

Standing item                    Speaker: Chair

1. Ms Spence, welcomed Prof Pillai to the meeting as part of the Executive Board following his appointment as Pro-Vice Chancellor Research, Knowledge and Exchange.
2. Ms Spence, thanked Ms Carr for her tenure as an Independent Governor as she had now served 9 years on the Board.

44. Board of Governor Minutes of 29 March 2023

1. The minutes of the 29 March 2023 were agreed as a true and accurate record.

45. How we will achieve sustained improvement in benchmarked metrics of educational excellence and financial resilience

Discussion item                 Speaker: Chief Compliance Officer

1. Prof. Raftery introduced the report explaining that the UEB had worked on the report and was a collective effort. Prof. Raftery commented that he had started the Town Hall meetings building on the initial meetings undertaken in April and what the next phase for the University was.  He explained that he had a list of items that he was using as an agenda for each of the Town Hall meetings which included the work that would be undertaken regarding a masterplan of the entire estate of the University.  A consultancy company was to be appointed to do this following the procurement procedures.
2. Ms Waters explained that the Board were aware of the Transformation Programme that had been undertaken in the previous eighteen months and that the organisational change programme had now concluded. This had allowed for a reconfiguration of the financial position of the University.  There had been a transition within the University during that period into sustainability and smarter ways of working. She acknowledged the reference to the work on the estates masterplan and explained that this was a necessary but discreet piece of work that would be undertaken to complement the organisation change programme.
3. Following the organisational change programme the University was moving into smaller scale ’problem’ areas within a proven framework as this had now been tried and tested. At a recent Wolverhampton Leadership Group Mr Kirk and Prof. Gravestock had presented the work that had been undertaken. The emphasis was clearly on what the University needed to deliver regarding the maximum benefit for the staff and students.
4. There were two overarching objectives:

• Become an organisation which routinely identifies and fixes its own problems.
• Strive for sustained improvement in benchmarked metrics of educational excellence and financial resilience.

1. These two objectives built on the four pillars;

• Strengthen the outcomes for students
• Culture
• Develop financial discipline
• Enhance research provision

1. Ms Waters commented that this would provide the relevant benchmarking and value giving a high probability of achieving the objectives based on the pillars. Ms Waters commented that confidence was growing in the University that had been lacking for a while which was very positive.
2. In addition, there would be more opportunities for staff and students as well as diversification with increased research and knowledge exchange.
3. Ms Waters commented that following the discussion of the report and if the Board agreed the areas of focus it would allow for UEB to move forward and act as one voice and bring the institution together.
4. Mr Kirk commented that the area of focus was building on the cross university projects and whether what was being undertaken was meeting the needs of university for the future.
5. Prof. Gravestock commented that there was now evaluation built in. Academics were also now involved in the process and independent evaluation by peer on peer i.e. academics for other areas evaluating other areas which was allowing for expertise to grow.
6. Prof. Gravestock commented that the academic coaches had been a successful scheme and following evaluation it showed that the work could be more targeted. This had meant focussing on the students that needed more support.  Following this it had shown an 80% success rate in identifying the students most likely to drop out.  These students had then received the support they needed to make a difference to them remaining on course.
7. Mr Reeve commented that the University was committed to achieving, sustaining, and improving financial sustainability. Financially the University had achieved a lower deficit last year, was within the budget for this year and was on target for a small surplus. This would be the first operating budget with a surplus for a number of years.  This showed the financial foundations had been laid and could now be built upon.  Albeit there would still be some major challenges to face.
8. Mr Reeve commented financially the University had had to take into consideration the pay increase in July 2023, and January 2024. The pay bands were being assessed as although this would be a challenge it would give the resilience that was required. He commented that the University faced a fixed fee income and that was why retention, continuation and progression was so important financially.
9. Ms Spence commented that there was a lot to the paper and opened the board up to discussion. Mr Johal enquired about the fixed fee of £9250 and the effect on the University. Mr Reeve commented that there was no manoeuvrability on the fixed fee and that it was for the University to increase its student base and again the retention rates. He explained that if the University had managed to retain at least a 1/3 of the students who had not completed this would increase the income substantially to the University.
10. Mr Reeve commented that the University did need to diversify which included international students.
11. Mr Reeve commented that it was important that Research and Knowledge Exchange activity was increased.
12. Mr Johal enquired about the key KPI’s for the University and Mr Reeve commented that the student outcomes would affect the income for the University financially but also it was important that the student outcomes were improved for the OfS metrics.
13. Mr Woods commented on the Cyber Quarter and real-life jobs for students within a commercial setting. There should be the opportunity for students to get experience which would help with student outcomes.
14. Handy commented that he supported the report which would allow for adjustment, evolvement, and development. It was key that there was commercial sustainability and that it was important to grow student outcomes.
15. Mr Edwards commented that he welcomed the ambition of the document and especially the focus on inequalities and social mobility. He agreed that there was a significant need for a masterplan for the estate of the University in order to sweat the assets.
16. Mr Singh commented this it was important to deliver the framework in the best possible way and to allow for the right level of visibility and governance of decisions. Mr Singh enquired on the delegation and level of control. Ms Waters commented that regarding the governance there were project and programme boards.  All the project and programme boards would report through into UEB and would present quarterly reports covering areas of risks and concerns. There was no ask at this point for delegation as many of the areas within the report still had to come to fruition and that the report at this point was just the framework. Once these areas had matured then the reporting mechanism would come through to the Board of Governors.
17. Mr Ferriday stated that there appeared to be cross over with the boards. Ms Siew commented that with the Board happening every 6 weeks there would be a lot of work regarding reporting into them. In addition, she commented that Ms Waters appeared to sit on several of these boards and was concerned the impact this would have on her.  Ms Waters commented that she was initially on there to ensure the boards were up and running and as the new members of OVC were recruited she would be able to step back from some of the boards.
18. Ms Siew commented that this made sense and further enquired when the boards would become accountable. Gravestock commented that if the framework and the project/programme boards were working as they should then the work coming out of them should begin to be business as usual and part of the infrastructure.  
19. Raftery explained that the University was in the top 10 of the Index of multiple deprivation which equated to the poorest and most deprived population. It was noted that as of July 2022 the University had approximately 7,500 students who were in this bracket which equated to ten times more than Oxford, Cambridge and UCL combined.
20. The Board of Governors agreed for the various strands of work within the paper to be moved forward. This included the proposed programmes and that there should be a representative from each programme on each of the boards:

• Programme to improve student outcomes (PISO)
• Programme for organisational development (POD)
• Programme for improving research and knowledge exchange (PIRKE)
• Programme for process and system improvements (PPSI)

46. Chair of Finance & Resources Committee Update

Discussion item                 Speaker: Chair of FRC

1. Mr Edwards commented that the committee meeting had been very positive especially regarding student recruitment and the reports from the officers. There had been a discussion regarding diversification regarding student recruitment and Ms Monple had explained the different strategies for the different countries.
2. The University was in a stronger cash position as had been reported through the budget which Board was also receiving.

46a. Finance Performance Report

Discussion item                 Speaker: Chief Finance Officer

1. The Board of governors noted the report.

47. Exempt from publication48. Exempt from publication

49. exempt from publication

50. Financial Regulations

Decision item                     Speaker: Chief Financial Officer

1. Mr Reeve commented that it was in the Scheme of Delegations that the Financial Regulations had to be formally approved by Board every year. He commented that there were no changes to the Regulations and that these had been presented to the Audit & Risk Committee.
2. The Board of Governors resolved to approve the Financial Regulations July 2023.

51. Data Breach Incident Management Policy & Procedure

Decision item                     Speaker: Chief Compliance Officer

1. It was noted that the Data Breach Policy had been realigned with the organisational change programme. The Data Breach Policy had been in place for a couple of years and had been working effectively.
2. The Board of Governors resolved to approve the Data Breach Incident Management Policy & Procedure 28 June 2023.

52. Conflicts of Interest Policy

Decision item                     Speaker: Chief Compliance Officer

1. Ms Waters commented that this policy had been reviewed by PwC and that the policy had also been out for consultation with the unions, staff networks and HR.
2. The Board of Governors resolved to approve the Conflicts of Interest Policy 28 June 2023.

53. Gifts and Hospitality Policy

Decision item                     Speaker: Chief Compliance Officer

1. Ms Waters commented that as with the above policy PwC had reviewed this as well. This was due to ensuring there was adequate responsibility. The policy was now less bureaucratic and had also been out for consultation with the unions, staff networks and HR.
2. Compliance workshops be undertaken to ensure that staff understood their roles and responsibilities and build better awareness.
3. The Board of Governors resolved to approve the Gifts and Hospitality Policy 28 June 2023.

54. Tuition Fees 2024-25

Decision item                     Speaker: Chief Financial Officer

24. Mr Reeve presented the report and commented that these had been recommended for approval from Finance and Resources Committee. There was no major change from 23/24. The overseas fees were still competitive.
25. It was proposed that there was a 5% increase for Post Graduate.
26. Mr Reeve commented that there would be a root and branch review regarding fees and bursaries, and this would inform the 25/26 tuition fees.
27. The Board of Governors resolved to approve the Tuition Fees for 2024-25.

56. Confirmation of Email Resolutions formal requirement for minutes

Information item                 Speaker: Chief Compliance Officer

1. In order, to ensure transparency within the minutes of the Board of Governors and record for Audit purposes listed below are the email resolutions approved by the Board of Governors in the academic year 2022-2023
   1. Increase to non-academic leave entitlements

The Board of Governors approved the recommendation on 14 October 2022 for a staggered approach to be taken to uplift leave entitlement for staff on non-academic T&Cs with less than 30 days leave entitlement, over the next two years.

1. Annual Financial Return to OfS

The Board of Governors approved the financial return on 4 January 2023

1. Tribal

To migrate to Tribal’s cloud service offer and to adopt the Student Support & Wellbeing and Engage applications. 

1. Interim Vice Chancellor Appointment

The Board of Governors resolved to approve the appointment of Professor John Raftery from 1 February 2023 on a 9-month fixed term contract as the Interim Vice Chancellor on the 24 January 2023.

1. 2023/24 New JNCHES pay spine negotiations

The Board of Governors approved the recommendation to invoke the collective bargaining deferral clause for a second time for 2023/2024 for the maximum of eleven months on 9 May 2023.

57. Chair of Audit & Risk Committee Update

Information item                               Speaker: Chair of WRCC                  

The report was noted.

58. Any Other Business

1. Exempt for publication.

Board of Governors

Minutes of the One hundred and thirty third meeting of the Board of Governors, held on Thursday, 30 September 2021 at 5.00 pm in Teams. 

Present:

Ms Kim Carr (Deputy Chair)

Ms Dawinder Bansal

Mr Dean Cullis, Independent Governor

Ms Julie Cunningham, Independent Governor

Mr Alan Edwards, Independent Governor

Ms Donna Leeding, Independent Governor

Mr Jim Oatridge, Independent Governor

Ms Angela Spence, Independent Governor

Dr Ada Adeghe, Academic Board Governor

Kimberly Forlini-Softley, Alumni Database Manager, External Engagement

Ms Tayabah Mahmood, Student Governor

Prof. Geoff Layer, Vice-Chancellor

In attendance:

Ms Samantha Waters, University Secretary

Mr Nirmal Borkhataria

Prof. Julia Clarke, DVC Student

Mr Tim Steele, Pro Vice Chancellor International

Mrs Emma Bull, University Registrar

Ms Katharine Clough, Director for External Relations

Ms Diane Cook, Head of Corporate Governance

Apologies:

Dr Buki Adeyemo, Independent Governor

Mr Chris Handy

Mr Ninder Johal, Independent Governor

Elaine Siew

Mr Amrit Singh, Independent Governor

Mr Oluwatobi Falana, Student Governor

Part B: Items for Approval

Part C: Items for Receipt/ For Information

The meeting closed at 8:40pm

The next Board of Governors meeting will be held on 24 November 2021

Board of Governors

Minutes of the One hundred and thirty fourth meeting of the Board of Governors, held on Wednesday, 24 November 2021 at 5.00 pm in MA224 / Teams

Present:

Mr Jim Oatridge (Chair)

Ms Kim Carr (Deputy Chair)

Ms Angela Spence, Deputy Chair

Mr Dean Cullis, Independent Governor

Mr Peter Price, Independent Governor

Ms Dawinder Bansal, Independent Governor

Mr Chris Handy, Independent Governor

Mr Alan Edwards, Independent Governor

Mr Ninder Johal, Independent Governor

Ms Donna Leeding, Independent Governor

Ms Elaine Siew, Independent Governor

Dr Buki Adeyemo, Independent Governor

Kimberly Forlini-Softley, Alumni Database Manager, External Engagement

Dr Ada Adeghe, Academic Board Governor

Ms Tayabah Mahmood, Student Governor

Mr Oluwatobi Falana, Student Governor

Prof. Geoff Layer, Vice-Chancellor

In attendance:

Ms Samantha Waters, University Secretary

Mr Nirmal Borkhataria, Interim Chief Financial Officer

Prof. Julia Clarke, DVC Student Experience

Mr Tim Steele, Pro Vice Chancellor International

Mrs Emma Bull, University Registrar

Ms Diane Cook, Head of Corporate Governance

Apologies:

Mr Amrit Singh, Independent Governor

Part A: Priority Items for Discussion

Part B: Items for Approval

Part C: Items for Receipt/ For Information

The meeting closed at 8.30 pm

The next Board of Governors meeting will be held on 19 January 2022

Board of Governors

Minutes of the One hundred and thirty fifth meeting of the Board of Governors, held on Wednesday, 19 January 2022 at 10.00 am in Teams

Present:

Mr Jim Oatridge (Chair)

Mr Alan Edwards, Independent Governor

Mr Peter Price, Independent Governor

Ms Donna Leeding, Independent Governor

Mr Amrit Singh, Independent Governor

Mr Dean Cullis, Independent Governor

Prof Chris Handy, Independent Governor

Mr Ninder Johal, Independent Governor

Ms Elaine Siew, Independent Governor

Dr Buki Adeyemo, Independent Governor

Kimberly Forlini-Softley, Alumni Database Manager, External Engagement

Dr Ada Adeghe, Academic Board Governor

Mr Oluwatobi Falana, Student Governor

Prof Ian Campbell, Interim Vice Chancellor

In attendance:

Ms Samantha Waters, University Secretary

Mr Nirmal Borkhataria, Interim Chief Financial Officer

Mr Tim Steele, Pro Vice Chancellor Global Opportunities

Prof. Julia Clarke, DVC Student Experience

Ms Diane Cook, Head of Corporate Governance

Apologies:

Ms Kim Carr, Independent Governor

Ms Angela Spence, Deputy Chair

Ms Dawinder Bansal, Independent Governor

Ms Tayabah Mahmood, Student Governor

Part A: Priority Items for Discussion

Part B: Items for Approval

Part C: Items for Receipt/ For Information

The meeting closed at 12.48 pm

The next Board of Governors meeting will be held on 30 March 2022

Board of Governors

Minutes of the one hundred and thirty sixth meeting of the Board of Governors, held on Wednesday, 30 March 2022 at 5.00 pm in Teams meeting

Present:

Ms Kim Carr (Chair)

Ms Angela Spence (Deputy Chair) (left for Item BG/21/54C)

Mr Amrit Singh, Independent Governor

Mr Dean Cullis, Independent Governor

Prof Chris Handy, Independent Governor

Ms Elaine Siew, Independent Governor

Mr Alan Edwards, Independent Governor

Mr Ninder Johal, Independent Governor (left for Item BG/21/54/c)

Ms Donna Leeding, Independent Governor

Dr Buki Adeyemo, Independent Governor

Kimberly Forlini-Softley, Professional Services Governor

Dr Ada Adeghe, Academic Board Governor

Prof Ian Campbell, Interim Vice Chancellor (left for Items BG/21/54B & 54C)

In attendance:

Ms Samantha Waters, Chief Compliance Officer

Ms Diane Cook, Head of Corporate Governance

Mr Ian Seabury, Deputy University Secretary

OVC members joined the meeting at Item BG/21/43 and left prior to AOB confidential items

David Reeve, Interim Chief Financial Officer

Mr Tim Steele, Pro Vice Chancellor Global Opportunities

Prof. Julia Clarke, DVC Student Experience

Apologies:

Mr Peter Price, Independent Governor

Ms Tayabah Mahmood, Student Governor

Mr Oluwatobi Falana, Student Governor

Part A: Priority Items for Discussion

Part B: Items for Approval

Part C: Items for Receipt/ For Information

The meeting closed at 8.00 pm

The next Board of Governors meeting will be held on 29 June 2022

29 June 2022 - minutes exempt from publication