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

Ninder Johal - 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

Adeyemi Adebayo - Student Governor

Oluwafunbi Babatunde - Student Governor

Kimberly Forlini-Softley - 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

Craig Pemberton - Independent Governor and Committee Chair

David Ferriday - Independent Governor

Mashuq Ally - Independent Governor

Fayaz Malik - Co-opted Member

Membership

Mashuq Ally - Independent Governor and Committee Chair

Melissa Sterling - Independent Governor 

Ninder Johal - Independent Governor

Adeyemi Adebayo - Student Governor

Oluwafunbi Babatunde - Student Governor

Aidan Byrne - Academic 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

 

 

Membership

Buki Adeyemo - Independent Governor and Committee Chair

David Ferriday - Independent Governor

Daniel Persaud - Independent Governor

Elaine Siew - Independent Governor

Kimberly Forlini-Softley - Professional Services Governor

Adeyemi Adebayo - Student Governor

Oluwafunbi Babatunde - Student Governor

Ebrahim Adia - Vice-Chancellor, ex officio 

Membership

Chris Handy - Independent Governor and Committee Chair

Ninder Johal - Independent Governor

Melissa Sterling - Independent Governor

Mashuq Ally - Independent Governor 

Paul Bytheway - Independent Governor

Kimberly Forlini-Softley - Professional Services Governor

Yetundi Adedipe - Student Governor

Oluwafunbi Babatunde - Student Governor

Ebrahim Adia - Vice-Chancellor, ex officio 

 

 

Minutes to follow

Minutes to follow

Minutes to follow

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

 

BG/22/34

Membership, apologies and declarations of interest

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.

 

BG/22/35

Minutes and Matters arising

  

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

 

BG/22/36

Exempt from Publication

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

BG/22/37

Exempt from Publication

 

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

 

BG/22/38

Finance Performance Report

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

 

 

BG/22/39

Student Recruitment Report

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

 

BG/22/40

Showcasing Students Work & Connecting with the Board

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

BG/22/41	Risk Register

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.

 

BG/22/42

Safeguarding Annual Assurance Report 2021-2022

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.

 

BG/22/43

Prevent Accountability and Data return 2021-22 conclusion - verbal

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]

BG/22/44

Honorary Degrees

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]

 

 

BG/22/45

Exempt from Publication

 

BG/22/46

Exempt from Publication

 

BG/22/47

Internal Audit Contract Award Report

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

 

BG/22/48

Chairs of Sub-Committees Updates

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

 

BG/22/49

Access & Participation Plan Update

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.

 

BG/22/50

Exempt from Publication

 

BG/22/51

Calendar of Meeting Dates 2023/24

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.

 

BG/22/52

Any Other Business

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 ojectives 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 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

 

<AI1>

BG/21/1	Membership, apologies and declarations of interest
i.         Ms Carr opened the meeting and took time to acknowledge the hard work and commitment across the University during the last academic year.

</AI1>

<AI2>

BG/21/1a

Ratification of Independent Governors, Co-opted and Staff Governors

i.         It was noted that email resolution for the following Independent Governors and Co-opted Members had been unanimously agreed on Wednesday 25 August 2021 regarding the following people:   Independent Governors Chris Handy Amrit Singh Elaine Siew Dawinder Bansal Dean Cullis Peter Price   Co-opted Members Lisa Meyer   David Ferriday          ii.         The term of office for the Independent Governors and Co-opted Members had been agreed from the 1 September 2021, with the exception of Peter Price whose term will be from 1 October.  This was due to Julie Cunningham, Independent Governor resigning on 30 September 2021. Their first term of office would finish on 31 July 2024.     iii.         An email approval and recommendation from Governance & Nominations Committee to the Board of Governors for the following Academic and Professional Services Governors was taken:   Ada Adeghe – Academic Governor Kimberly Forlini-Softley – Professional Services Governor       iv.         The Board of Governors approved the Ada Adeghe as Academic Governors and Kimberly Forlini-Softley as the Professional Service Governor at the Board meeting on the 30 September 2021

</AI2>

<AI3>

BG/21/1a	Chairs Action - Approval of Independent Governors Term of Office
i.         The Board was asked to approve the following Chair’s action taken by Kim Carr, Interim Chair of the Board of Governors   Date: August 2021 Register number: 28 Action: To approve, the second term for the following Independent Governors Mr Jim Oatridge, second term of office commenced on 1 August 2021 to 31 July 2024. Dr Buki Adeyemo, second term of office commenced on 1 August 2021 to 31 July 2024 Action: to approve, the third term for the following Independent Governor Mr Ninder Johal, third term of office commenced on 1 August 2021 to 31 July 2024

</AI3>

<AI4>

BG/21/1b

Committee Membership 2021-2022

i.         The board discussed the membership of the committee and the following points were raised. a.    New Governors were to be contacted to inform them of the committee membership. b.    Composition of the Remuneration Committee was to be re-visited as the Chair and two Deputy Chairs sat on this Committee. In addition, a Student Governor should be included on the membership for transparency. c.     It was noted that all duties that Governors undertook outside of the Board of Governors and its committees had been taken into consideration to ensure availability and time commitment.

</AI4>

<AI5>

BG/21/2	Minutes and Matters arising
i.         The minutes of the Board of Governor meeting on 23 July were agreed as a true record.      ii.         Items from the action checklist were on the agenda.     iii.         The following points were raised: a.    Remediation of fire doors was taking place where possible as opposed to fitting new fire doors which would incur savings.  However, where replacement fire doors were required these were being undertaken whilst in-situ. It was noted this was made of the recommendation of the Fire Safety Consultant in collaboration with fire safety officers. b.    It was confirmed that Fire Safety work was being undertaken and a comprehensive report would be presented to Finance & Investment Committee. c.     Clarity around student numbers was requested.

</AI5>

<AI6>

	Part A: Priority Items for Discussion
BG/21/3	VC Update
i.         The Vice Chancellor presented his paper with provided an update on work undertaken and the issues that had arisen since the date of the last regular board meeting on 23 July 2021.      ii.         The following points were raised: a.    Change in the Government reshuffle could impact the comprehensive spend review. b.    There was new admissions system. c.     Student loan payback period where it could be written off had increased from 30 years to 40 years. d.    Reference was made to the Levelling Up White Paper. e.    The University was promoting wearing of face covers although not compulsory. Ventilation and how areas were being used for groups of people was being investigated f.      A new contractor had been appointed as the supplier for e-books for students. It was noted that there were no restrictions on the number of students who could access the books. As this was a years trial the service/contract would be evaluated as at present there was no cost incurred by the student. g.    NBI was ahead of schedule and the risks had been mitigated. h.    School of Pharmacy and Screen School were behind on schedule due to material supply issues. i.      There was a discussion regarding the work being undertaken by BCU and the research taking place regarding BAME communities and if this information was available. It was noted that this research would allow for quantitative evidence to be produced and shared. j.      The Turing Scheme Award had been granted £119,975 to fund over 100 global exchanges from September 2021 which included university study and industry work placement. A discussion took place regarding skills shortages and if the grant would be used for these areas. It was noted that the scheme was only available on a yearly basis and was limited due to visas.  However, courses within the University had been given the opportunity to bid for this money internally. k.     Health and Wellbeing had now moved slightly away from the issues of shielding to issues around mental health and anxiety regarding returning to campus and it was necessary to ensure there were coping mechanisms in place.     iii.         The Board noted the updates contained within the report.

</AI6>

<AI7>

BG/21/4	Student Recruitment Update Semester One, September 2021
i.         The PVC for Global Opportunities presented his report and the following points were raised and discussed. a.    A level results which had seen a huge increase in students receiving high grades had impacted on the University and other similar institutions. The students had greater choice to apply to higher tariff institutions that perhaps would not have been accessible to them traditionally. A discussion took place as to how this would affect the students and what support they would have following the grade inflation. It was noted across the sector students would need support but the Board was assured that the University already had support mechanisms in place. It was noted that a significant proportion of mature students would not necessarily be impacted by the grade inflation but they would still need support with their learning. b.    Distance Learning had seen a new suite of courses launched in 2021and had continued to grow.  The course linked to Psychology had seen significant numbers following the successful accreditation from the professional body. c.     The University was clearly focussed on January 2022 enrolment and September 2023. d.    A discussion took place regarding the term ‘firm accepts’ and what this meant.  The ‘consumer’ (potential student) had an option to either accept the University’s offer to reject it.  The onus was on the University to try to convert the acceptance to a full enrolment of the student on the course they wished to study.  A discussion took place around ‘conversion’. e.    The viability of distance learning was discussed regarding benchmarking and it was noted that this was outlined in the original business plan.

</AI7>

<AI8>

BG/21/5	Exempt from Publication

</AI8>

<AI9>

BG/21/6	Exempt form Publication

</AI9>

<AI10>

BG/21/7	Chairs Update from Finance & Investment Committee 16 September 2021
i.         The following points were raised: a.    A Finance workshop would be arranged in November for all Governors to attend. b.    Further discussion was exempt from publication.

</AI10>

<AI11>

BG/21/8	Exempt from Publication

</AI11>

<AI12>

 

 

Part B: Items for Approval

</AI12>

<AI13>

 

 

Part C: Items for Receipt/ For Information

</AI13>

<AI14>

BG/21/9	Independent Governors Fit & Proper Person
i.         The University Secretary presented the report and the following points were raised: a.    All Governors had completed Fit and Proper Persons form and their declarations of interest. b.    A review against Company’s House and disqualified Directors had been undertaken and it was confirmed that none of the Governors were listed. c.     In addition the solvency site on www.gov.uk was also used to compare the Governors and again none of the Governors were listed d.    This ensured that the OfS regulations were adhered to and assurance could be given for all Board members to serve on the Board of Governors.

</AI14>

<AI15>

BG/21/10	VC Recruitment Update
i.         It was noted that the Search Committee had interviewed 4 selected recruitment agencys and had selected one to run VC recruitment process.

</AI15>

<AI16>

BG/21/11	Appointment of Chair of the Board of Governors
i.         This item was a closed item.  The Executive Team left for this discussion.

</AI16>

<AI17>

BG/21/12	Apprenticeship Review
i.         This item was deferred.

</AI17>

<AI18>

BG/21/13	Any Other Business

</AI18>

<AI19>

 

 

</AI19>

<TRAILER_SECTION>

 

The meeting closed at 8:40pm

 

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

 

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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

 

<AI1>

BG/21/14	Membership, apologies, and declarations of interest
i.         Mr A Singh (Independent Governor) had tendered his apology.      ii.         There were no declarations of interest.

</AI1>

<AI2>

BG/21/15	Second Deputy Chair of the Board - Approval
(Ms Spence was not present for this item)         i.         The Chair of Board explained following the departure of a Prof Chambers at the end of July 2021 a vacancy had arisen for a second Deputy Chair.      ii.         All Independent Governors had been asked to tender their expression of interest if they wanted to pursue this role.  There had only been one expression received from Ms Spence.    iii.         The Board of Governors resolved to a.    Unanimously approve and appoint Ms Spence as the second Deputy Chair.

</AI2>

<AI3>

BG/21/16	Appointment of Interim Vice Chancellor
i.         Exempt from Publication

</AI3>

<AI4>

BG/21/17	Minutes and Matters arising
i.         The minutes of 30 September 2021 were agreed as a true record.

</AI4>

<AI5>

BG/21/17a	Action Check list 30 September 2021
i.         All actions had been closed.

</AI5>

<AI6>

 

 

Part A: Priority Items for Discussion

</AI6>

<AI7>

BG/21/18	Vice Chancellor Report
i.         The Vice Chancellor presented his paper with provided an update on work undertaken and the issues that had arisen since the date of the last regular board meeting on 30 September 2021.      ii.         The following points were raised: a.    OfS had agreed the £2m proposal for funding for the Schools of Pharmacy b.    A discussion took place regarding narrowing the gap between 1st and 2nd class degrees and it was agreed to take a report to the Student Affairs & Academic Committee. c.     If the security position moved to plan ‘b’ it would cover; compulsory face covering, social distancing and staff working from home. d.    The view of the DfE was that this would not be introduced all at once. Infections rates on the different campuses were low.  Blended teaching would continue. e.    The University was taking part in the industrial action.

</AI7>

<AI8>

BG/21/19	Student Recruitment Enrolment Numbers & Exempt from Publication
i.         The Pro-Vice Chancellor for Global Opportunities presented his report and the following points were reported and discussed: a.    An update on student recruitment and target figures were presented. There were a number of courses that had a further intake in semester 1 which would alter the current position. b.    Clearing had performed inline with the previous year. c.     Targets had been set for semester 2.  Students that had deferred to semester 2 had seen an impact and some of these students had decided to go to another institution or defer their place for a whole year. d.    More work was being undertaken to convert and support student applications. e.    International applications from Nigeria were ahead of other applications received from India and Pakistan. f.      It was noted that the overall performance of the University remained inline with the previous academic year, ahead of the sector and its competitor set. g.    It was acknowledged that recruitment for September 2022 would be challenging and in light of the announcements that A level/BTEC results would be a half-way house between outcomes seen in September 2021 and September 2020, would be a disruption to studies for this cohort h.    There was uncertainty around international recruitment specifically China and therefore it would be likely that the higher tariff institutions would continue to increase their UK market share to mitigate any potential lost income for them. i.      Exempt from publication. j.      A discussion took place regarding student figures and the budget. It was noted that that the student figures had been provided to the Interim Chief Financial Officer for the financial forecast report. k.     A discussion took place regarding which channels were used to promote the University to parents as well as students. It was noted there was a targeted marketing campaign on social media for students and it was recognised that Facebook was used more by parents and the messages were targeted at this group. Parents were also communicated directly with at Open Days.  Further information on the ROI for the marketing would be provided. l.      A discussion took place regarding the 50% non-attendance rate and the reasons for this.  Some of this could be contributed to people still being scared to attend in person and every day life might have got in the way. m.   It was noted that the Post Graduate event had been virtual and this had worked well for this set of students. n.    An explanation on caring and nuturing was given which included assisting the student with their application process, following up with students that should have enrolled but had not, assistance with students that needed to re-sit their GCSE’s or required a DBS check. o.    The University would continue to do as much as possible to convert applications and Academic Coaches were being used and this was an area the University would seek to grow. p.    The University had changed in the way it was marketed and that reference to place did not seem to be used now. Wolverhampton had some marketable areas including galleries and cafes which could also be used in the marketing material.  It was explained that the University was investigating widening its reach and there would be more investment. q.    Reference to the Finance workshop was made and the decline in some of the courses.

</AI8>

<AI9>

BG/21/20	Exempt from Publication

</AI9>

<AI10>

BG/21/21	Chair Update for Finance & Investment Committee 18.11.21
i.         The following points were raised: a.    The need to increase income rates from the schools within the Faculties. A discussion took place around the importance of growing opportunities and investment should not be dismissed either. b.    Tribal review to benchmark the University against other Higher Education Establishments including both academic staff and professional services staff. c.     Finance Committee had discussed the importance of the utilisation of the estate and where it was underutilised to investigate this. This would include a formal review of all buildings including utilisation and profitability. d.    A report had been received on the Towns Fund applications where the University was involved in 4 of these applications. It was noted that the University had not formally entered into any legally binding contract/relationship and a report would be brought to Board for approval if the case arose. e.    It was noted that there needed to be continual reviews of business cases that had been put in prior to COVID f.      The Fire Safety work that was taking place was due for completion in February 2022. g.    The Board needed to seek assurance from the professional and academic colleagues that they would be taking charge of financial management in their areas and a change in culture. Although it was agreed that the issues needed to be understood before cultural and system issues could be identified and resolved. h.    Risk appetite was discussed.

</AI10>

<AI11>

BG/21/22	Exempt from Publication

</AI11>

<AI12>

BG/21/23	Recovery Work: Short- and Longer-term Planning
i.         It was noted that the Interim Vice Chancellor would continue with this work in the coming year.

</AI12>

<AI13>

 

 

Part B: Items for Approval

</AI13>

<AI14>

BG/21/24	Student Protection Plan
i.         DVC Student Experience presented the report and explained that all Universities had have a Student Protection Plan that had to be approved by the Board of Governors and submitted to the OfS.      ii.         The following points were raised: a.    The Student Protection Plan would be updated annually b.    The agreements signed (since 2018) with the Midlands Enterprise Universities Group creating an Academic Continuation Operating Framework for Major Disruptive Events and the Midlands Credit Compass Scheme c.     The likelihood and proposed actions in respect of a national health emergency impacting deliver on campus, which had not been anticipated explicitly when the original plan was formulated. d.    The Student Protection Plan highlighted the areas of risk and their ratings from low, medium to high. The emerging risk at present was if the University was unable to operate from one or more of its campuses due to a public health emergency or risk e.g. a pandemic. This risk continued at present. e.    A discussion took place regarding for example a course closure and what would happen to the students. It was noted that if a course closed the remainder of the student cohort would be ‘taught out’. Institutions would also work together in these circumstances to transfer students once formal negotiations had taken place. f.      The Board of Governors resolved to approve the updated Student Protection Plan which would then be submitted to the OfS.

</AI14>

<AI15>

BG/21/25	UoW Safeguarding Policy
i.         The University Secretary presented the report and raised the following points: a.    The policy had been reviewed and overhauled. b.    The policy had been updated to include a narrative around 16-18 year olds which was required by OFSTED. c.     Ofsted were primarily geared to 16-18 year olds and although the University had an apprenticeship programme and Higher Education delivery was not aimed at this age group there still had to be a narrative around this cohort in the policy. d.    The University would continue to work with the Board of Governor Safeguarding Champion. e.    The Board of Governors resolved to approve the Safeguarding Policy.

</AI15>

<AI16>

BG/21/26	UoW Statement of Primary Responsibilities
i.         The University Secretary presented the report and raised the following points: a.    The University had signed up to the CUC Higher Education Code of Governance 2020 which referenced in Appendix 2 the Statement of Primary Responsibility which the Board was obligated to produce. b.    The University would refresh this Statement annually to reflect where the responsibilities and objectives of the Board fit. c.     The reference to the welfare of students related to ensuring they were in a safe environment. d.    It was agreed that the report would be more explicit regarding the responsibility of the Board to ensure the University was financially viable. In addition, the report would expand on sustainable business plans. e.    The Board of Governors resolved to approve the Statement of Primary Responsibility following the agreed amendment.

</AI16>

<AI17>

BG/21/27	Board of Governors Committee Structure
i.         The University Secretary presented the report and raised the following points: a.    Under the proposed structure it would join three very important areas, Finance, Estates and Digital. This would allow for more agile working and decision making.  The Chair of Finance & Investment Committee commented that as Estates was a separate committee at present made up of the Finance & Investment committee members it made sense to merge from his perspective. b.    It was noted that the financial delegation to the proposed Finance & Resources Committee was £2.5m c.     The Board of Governors resolved to approve the Board of Governors Committee structure combining the Finance and Investment Committee and Estates and Facilities Committee to create a Finance and Resource Committee.

</AI17>

<AI18>

BG/21/28	Senior Independent Governor
i.         The University Secretary presented the report and raised the following points: a.    It was noted it was best practice to have a Senior Independent Governor and that this had been discussed previously. b.    The role would provide support to the Chair and Deputy Chair(s) of the Board in their leadership roles as these positions would not be able to take on this role. c.     Governance and Nominations committee had already considered the role profile and proposed the assignment of the role of Senior Independent Governor, Ex Officio to the Chair of Remuneration Committee. d.    The rationale for the ex officio role was based on the remit of the Remuneration Committee and its fundamental role of overseeing appraisals across the Senior Staff of the University and the key role of undertaking the appraisal of the Chair of the Board. e.    This role would be reviewed in 12 months time to ensure its effectiveness. f.      The Board of Governors, on 24 November 2021, resolved to approve the adoption of a Senior Independent Governor and for this to role to be reviewed in twelve months.

</AI18>

<AI19>

 

 

Part C: Items for Receipt/ For Information

</AI19>

<AI20>

BG/21/29	Student Union Accounts
i.         The Student Union Accounts had been presented to the Finance and Investment Committee.  The document set out all the activities that had taken place last year including the foodbank which was an excellent initiative.     ii.         The Board of Governors noted the report.

</AI20>

<AI21>

BG/21/30	Chairs of Committees Updates
i.         The Chairs updates were noted.

</AI21>

<AI22>

</AI29>

<AI30>

BG/21/31	Any Other Business

</AI30>

<TRAILER_SECTION>

 

The meeting closed at 8.30 pm

 

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

 

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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

 

<AI1>

BG/21/32	Membership, apologies, and declarations of interest
i.         Apologies were received from Ms Spence (Deputy Chair), Ms Carr (Deputy Chair), Ms Bansal (Independent Governor) and Ms Mahmood (Student Governor).      ii.         There were no declarations of interest.

</AI1>

<AI2>

BG/21/33	Minutes and Matters arising
i.         The minutes of the 24 November 2021 were agreed as a true and accurate record.

</AI2>

<AI3>

BG/21/33a	Action Checklist - November 2021
i.         Director of Legal Services to review the Student Protection Plan which would be submitted to the OfS and a copy would be uploaded to the mod.gov library.

</AI3>

<AI4>

 

 

Part A: Priority Items for Discussion

</AI4>

<AI5>

BG/21/34	Interim Vice-Chancellor Update Report
i.         The Interim Vice-Chancellor introduced himself to the board and how he saw the University progressing over the next twelve months.      ii.         The following points were raised: a.    Key elements of the Strategic Plan were important regarding the inclusive student success and the contribution to the community locally, regionally and nationally b.    Students attending the University should have the chance of progression of study that they deserved and have a fantastic journey inside and outside of the curriculum.  c.     He wanted to ensure the students were in the best shape possible to gain employment or to continue with further study d.    There were challenges that from the HE sector due to COVID but also as a regulator. e.    Some challenging factors that the University faced at present were to continue to recruit to courses, students deferring their course for a year, rising staff costs and increased energy costs. f.      He was committed to engaging with staff, being open, honest and transparent.  He was undertaking regular all staff briefings and over 500 staff had attended the last briefing. A discussion took place regarding feedback from the staff. It was noted that there was significant anxiety but appreciated the issues were being dealt with. g.    A financial plan was being drawn up with milestones. h.    A discussion took place regarding the recruitment and retention of students and it was noted that academic staff needed to be involved in this. i.      A discussion took place regarding the outstanding appraisals and that these needed to be investigated as to why they had not been undertaken. Board commented that it was important for the organisation to have clear objectives for appraisals to ensure certain standards were met. The Interim Vice-Chancellor assured the Board that he was committed to the appraisal process and the objective setting should link with the vision of the University. j.      Capital projects were discussed including the longevity of the NBI and realising its outputs. These would be reviewed along with the robustness of business cases to ensure they made financial sense. k.     A discussion regarding the vision and its clarity took place with the Interim Vice Chancellor commenting that there were key components that were important: student success and place. He would prefer the Strategic Plan to be easily transposed onto a one page document and work on this. The Strategic plan would need to be reviewed including the objectives to ensure they were fit for purpose.

</AI5>

<AI6>

BG/21/35	Student Recruitment
i.         The Pro-Vice Chancellor of Global Opportunities presented the report and raised the following points: a.     Part-time provision for Under Graduates and Post Graduates was very positive. Full time students would start in April/May. b.     There was an increase in degree apprenticeships and distance learning continued to grow. c.     Recruitment continued to be worked on for medical, health, allied and nursing courses with increased marketing. d.     Marketing campaigns for clearing would focus on the halo areas and work was being undertaken with Heads of Schools.  The Board were informed that there was a portfolio review being undertaken to ensure a more focussed and targeted offer. It was noted that marketing was mainly focused on social media . e.     It was noted that higher tariff institutions had seen an increase in recruitment of upto 15% whereas lower tariff institutions were down by 20% nationally.  The University of Wolverhampton was in the lower tariff institutions. f.      There was further discussion regarding recruitment and conversion rates. g.     A report on performance was requested.

</AI6>

<AI7>

BG/21/36	Exempt Report

</AI7>

<AI8>

BG/21/37	Chair of Finance & Resources Committee update
i.         The following points were raised: a.    The Committee had received a presentation from Tribal which had benchmarked the University against other institutions in their peer group regarding professional services and academic staffing. b.    The report illustrated the scale of differences within the University compared to the other institutions. c.     Exempt reporting d.    A paper had been received regarding a recovery plan and a transformation programme. e.    The committee had received 2 reports of major sponsorship and marketing spend regarding Wolverhampton Wanderers and West Bromwich Albion football clubs which had both had significantly reduced cost packages compared to previous years.  There was recognition by the committee that it presented the opportunity to raise the University profile.  f.      A  more detailed report was requested in the future which showed the benefits for the students.

</AI8>

<AI9>

BG/21/37a

Period 4 Management Account to 30th November 2021

i.         The Interim Chief Financial Officer  presented the report and the following points were raised and explained: a.     The forecast was discussed and it was noted the cashflow would be maintained. A copy of last years forecast was requested to compare to this years. It was requested that the cashflow graph was extended to allow to see where there were highs and lows. By extending it to include the prior year as a shape the trajectory would be visible.  It would allow for the Board to see where the University would expect to reverse the trend on cash. b.    It was noted that the Finance & Resources Committee would be overseeing the recovery plan. Board commented that they were concerned that sometimes it took too long for reports or issues to feed through form the committees. The Interim Vice-Chancellor gave his assurance that work on the transformation programme would be brought to the Finance & Resources Committee. c.     There was a concern raised regarding the update on the financial cost of the Sponsorship that Finance & Resources Committee had approved.  The Chair of the Finance & Resources Committee had thoroughly discussed the optics and with the reduces package it was seen as beneficial for the University and its students. The Pro Vice-Chancellor commented that the sponsorship formed an important part of its marketing strategy.

</AI9>

<AI10>

 

 

Part B: Items for Approval

</AI10>

<AI11>

BG/21/38	Year End Consolidated Report and Financial Statements

</AI11>

<AI12>

BG/21/38a

KPMG Year End Report 2020/21

i.         KPMG presented the report which was a summary of the audit of the accounts for 2020/21 and the following points were raised: a.    The report was completed to point of sign off and all the outstanding actions. The letter and the accounts would need to be signed off following all the testing. b.    A clean audit opinion had been presented to Audit & Risk Committee.  The report highlighted three significant audit risks: Valuation of LGPS post retirement benefit obligations, revenue recognition and management override of controls. c.     It was noted that KPMG were content with he review of these risks and there were no material findings with any of these risks. d.    There were no material misstatements regarding the Access & Participation expenditure. e.    Regarding the University as a ‘going concern’ there were no material misstatements identified and there was no further commentary in the report. f.      It was noted that cashflow would be addressed in the coming months but there were no real concerns. g.    Disclosures within the accounts were sufficient and appropriates.  h.    No audit adjustment had been made other than the reference to the apprenticeship provision where alternative evidence had been considered regarding the ESFA being satisfied with the evidence they had been provided. i.      KMPG had said that the University should continue to:                                                i.     Lightly monitor and report its financial and recruitment position on an ongoing basis to ensure that early action can be taken to mitigate the impact of adverse factors.                                               ii.     Regularly scenario/stress tests its financial projections; and                                             iii.     Carefully and frequently monitor its cash position. j.      The Chair of Audit & Risk Committee commented that they had considered the report and accepted the comments in terms of reality around the cash and recognised the risks. Regarding the outstanding audit recommendations from last year, it had been agreed that these would be tracked going forward.

</AI12>

<AI13>

BG/21/38b	Statutory Accounts 2020/21
i.         The following points and discussions were raised: a.    There was discussion regarding wording within the Statutory Accounts but it was explained this was the reflection at the time of 31 July 2021 and that the report gave a further explanation to the challenges ahead in an open, honest and transparent way. b.    Following a further discussion and taking on board the Governors comments the Chair asked if further commentary could be made before the accounts were signed off as this would allow consistency with the Audit & Risk Committee Annual Report.  Governors appreciated that this report as at a point in time at the end of the financial year and  with the implementation of a recovery plan it would allow the University to reverse the trend. c.     KPMG commented it was a matter for the University to agree the wording however they were content with the articulation of the comment that sat in the narrative and the clarity with which this was done. d.    The Board signed off the representation letter. e.    Exempt from publication

</AI13>

<AI14>

 

 

Part C: Items for Receipt/ For Information

</AI14>

<AI15>

BG/21/39	Annual Audit & Risk Committee Report 202/21
i.         The Chair of Audit & Risk Committee presented the report and the following points and discussion were raised: a.    The committee had wanted to ensure the report demonstrated the challenges during the last 12 months. In addition, and as importantly, what progress had been made against those challenges, but also flagging up where there were still challenges that remained. b.    The committee had to ensure they had got the assurance that any outstanding items were going to be closed during the year. c.     The Chair would meet with the University Secretary in the next few weeks to confirm a checklist of the outstanding issues.  These issues would then be taken to the relevant committees to ensure that they would be completed.

</AI15>

<AI16>

BG/21/40	Chairs of Committees Update

</AI16>

<AI17>

BG/21/40a	Chair of Student & Academic Committee update (9/12/21)
i.         To note the report

</AI17>

<AI18>

BG/21/40b

Chair of Workforce & Culture Committee (8.12.21)

i.         The following points were raised: a.    There was a new Chair of Workforce Committee and the meeting had received reports on staff turnover, sickness levels and appraisals. b.    The committee had received the Annual Health and Safety Report c.     Effectiveness of the committee and progression of work was discussed. d.    There was a discussion regarding the line between culture and performance within the University. The committee commented it was important that the University behaved as one which was crucial to the work of the committee going forward.

</AI18>

<AI19>

BG/21/41	Any Other Business
i.         There was no further business.

</AI19>

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The meeting closed at 12.48 pm

 

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

 

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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

 

<AI1>

BG/21/40	Membership, apologies, and declarations of interest
i.         Apologies were received from Mr Peter Price, Independent Governor, Ms Tayabah Mahmood, and Mr Tobi Falana, Student Governors.      ii.         Declarations of interest were received for: a.    Ms Spence declared an interest in item BG/21/48 Honorary Awards due to knowing two of the candidates. b.    Mr Edwards, Independent Governor declared an interest in Item BG/21/ as Chair of UWMAT

</AI1>

<AI2>

BG/21/41	Minutes and Matters arising
i.         The minutes of the 12 January 2022 were agreed as a true and accurate record.      ii.         There were no matters arising.     iii.         It was noted that all actions were closed except for the report on suicide awareness and a fuller detailed report on sponsorship.

</AI2>

<AI3>

 

Part A: Priority Items for Discussion

</AI4>

<AI5>

BG/21/42	Interim VC Q&A session
i.         Exempt from publication

</AI5>

<AI6>

BG/21/43	Student Recruitment Update
i.         The Pro Vice-Chancellor presented the report, and the following points and discussions were raised: a.    Recruitment initiatives were ongoing and full-time courses for nursing were due to start in April. b.    International student recruitment was making good progress. c.     It was noted that the conflict in the Ukraine was having an impact on the UKVI and issuing visas as priorities for visa services had all been removed. d.    The University had proactively recruited student interns to assist with student recruitment. e.    Conversion work was being undertaken regarding student applications. f.      Additional support had been put in place in all academic schools for late arrivals. g.    The University had its open day on Saturday and there were several hundred applicants at both Undergraduate and Postgraduate level. h.    The University had invested in other countries and had listened to what the students were saying regarding courses.  i.      The University was undertaking work on how the applicants experience was managed to ensure it was effective. j.      Governors enquired how the student voice was being heard and used to help market the University to the current customers. In addition, how the University was finding out what in terms of marketing was working for the University offer.

</AI6>

<AI7>

BG/21/44	Exempt from publication

</AI7>

<AI8>

BG/21/45	Chair of Finance & Resources Committee update
i.         The Chair of Finance & Resources Committee presented the report, and the following points and discussions were raised: a.    A report had been received regarding the risks.  b.    Fire prevention expenditure had been managed and had come in under budget which was positive in relation to the cash position. c.     The recovery programme had been presented which was logical and well-structured in its approach. d.    Work was being undertaken to develop an Estate Strategy and a condition survey.  A software system had been requested but this would form part of the wider analysis of what systems the University required. e.    Further work on the Board of Governors dashboard regarding key indicators and risk was discussed. f.      The Chair of the committee commented that they had taken assurance from the Interim Chief Financial Officer on the final financial position that was reported and that there was robust set of figures on which to build. g.    It was confirmed that the Estates team had been following up on the fire safety work and with the original contractors for the buildings.

</AI8>

<AI9>

BG/21/45a

Financial Performance Report & Forecasts

i.         The Interim Chief Financial Officer presented the report, and the following points were raised and discussed: a.    The financial position remained the same. b.    There was an increase in research grants and the scope for further growth. c.     Student Loan payment was due in May. d.    A discussion regarding the report format and how information was presented was had. e.    . f.      There was further discussion regarding the work on the Estates Strategy and it was confirmed that an analysis of the estate was being explored in a systematic manner.

</AI9>

<AI10>

BG/21/46	Exempt from publication

</AI10>

<AI11>

BG/21/47	Safeguarding Report 2019-2021
i.         The Chief Compliance Officer presented the report, and the following points and discussion were raised: a.    It was noted that this report spanned two years and was detailed in showing where the University had been and where it was now. It showed how Safeguarding at the University had developed and matured. The Safeguarding team should be proud of the work they had achieved. b.    The Board acknowledged the work that had been undertaken and how challenging it was in providing safeguarding services to students. c.     The reporting would now move to a quarterly basis which would hopefully show trends and set of students that had required support.

</AI11>

<AI12>

 

 

Part B: Items for Approval

</AI12>

<AI13>

BG/21/48	Honorary Degrees
i.         The Interim Vice Chancellor presented the report, and the following points and discussions were raised: a.    The report was for the approval of the proposed honorary awards. It was noted that this report had been to Academic Board which had recommended the approval of the nominations. b.    A discussion took place as to how people were approached to go on the honorary list and what level of engagement the nominees would have with the University and the return on investment. It was noted that staff within the faculties would make nominations of people who they felt would benefit the University. c.     A member of the Board commented that they had sat on the Honorary Committee and could confirm that a rigorous process was followed before the nominations were brought to Board for approval. d.    The Board of Governors resolved to approve the Honorary degrees.

</AI13>

<AI14>

 

 

Part C: Items for Receipt/ For Information

</AI14>

<AI15>

BG/21/49	Exempt from publication

</AI15>

<AI16>

BG/21/50	Exempt from publication

</AI16>

<AI17>

BG/21/51	Exempt from publication

</AI17>

<AI18>

BG/21/52	Timetable of Business for Governor Committees
i.         The Chief Compliance Officer presented the report, and the following points were raised: a.    A project had been undertaken to map work across each committee regarding standing item reports that would be presented through the year. b.    Each report would be listed under assurance, approval or information. c.     The Board and each Committee now had their own detailed schedule of business.  A meeting with each of the Chairs would set up to work through the schedule in order that they were aware of items that would need to come to the committee and which other committees the report would need to go to as well. .

</AI18>

<AI19>

BG/21/53	Chairs of Committees Updates

</AI19>

<AI20>

BG/21/53a	Chairs update for Workforce & Culture Committee
i.         The report was noted.

</AI20>

<AI21>

BG/21/53b	Chairs update for Student Affairs Committee
i.         The report was noted.

</AI21>

<AI22>

BG/21/53c	Chairs update for Audit & Risk Committee
i.         The report was noted.

</AI22>

<AI23>

BG/21/54	Any Other Business

</AI23>

<AI24>

BG/21/54a

Exempt from publication

</AI24>

<AI25>

BG/21/54b

Exempt from publication

</AI25>

<AI26>

BG/21/54c

Exempt from publication

</AI26>

<TRAILER_SECTION>

 

The meeting closed at 8.00 pm

 

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

 

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29 June 2022 - minutes exempt from publication