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The Chair welcomed members to the meeting of the University Court, which was being conducted virtually due to continuing restrictions on in-person gatherings arising from the coronavirus emergency. In line with good governance, Court discussion and decisions would be recorded in the usual form of confirmed minutes, approved by members. Ìý

A particular welcome was extended to Professor Ella Ritchie, who was in attendance as an Observer on behalf of Advance HE (agenda item 8 refers).

Apologies were noted for Dr Maria Giatsi-Clausen, Robert Pattullo and Sarah Phillips.

There were no conflicts of interest declared.

There was no other Competent Business identified

4.1ÌýMeeting held on 1 December 2021

The unconfirmed minutes of the Court meeting held on 1 December 2021 (COURT (21) MINS 06) were APPROVED as an accurate record.

4.2ÌýMatters arising

There were no matters arising

The Chair reported on a number of areas of internal engagement with members of the University. Since the previous meeting of the Court, the Chair had met with staff from a number of different areas of the University’s business.Ìý A meeting with the Head of Development and Alumni Relations had provided particularly helpful context for the University’s fundraising activities. Monthly meetings with the Principal continued to be valuable in terms of updates on key matters of importance for the University, as were the Principal’s written updates to Court members between meetings. Further areas of engagement included the Chair’s participation in the business of the Nominations Committee, and in recent meetings to inform the scope of the externally facilitated review of the effectiveness of the Court (minute 8 refers).

In terms of external engagement, the Chair and the Principal had met with their respective counterparts from Edinburgh Napier University (ENU) to discuss a range of collaborative opportunities, including joint doctoral degrees and initiatives related to the Innovation Hub. One of the areas for potential collaboration discussed was the development and delivery of an ‘apprentice’ governor scheme to enhance the diversity of Court membership, with ENU’s online governor development programme being identified as a possible candidate for such collaboration.Ìý

The Principal provided a report on recent developments (COURT (22) 01), covering matters as noted below. As a preface to his presentation, members were advised that there would be further opportunity to discuss the external and internal context at the forthcoming Court Strategy Day on 25 March 2022, the main focus of which was the longer term financial sustainability of the University. The Principal looked forward to the opportunity to meet Court members in person and to discuss a range of matters, including developments in the academic portfolio, research, collaboration and sustainability.

6.1 Covid-19 Update

The Scottish Government had published an update to its COVID-19 Strategic Framework on 22 February 2022. As anticipated, the focus of the Strategy was less about suppressing case numbers, and more about reducing and mitigating harm. Whilst central government would continue to lead, support and take action in response to circumstances arising from COVID, the strategic intent was for government, organisations and individuals to share responsibility through actions and adaptations proportionate to the prevalence of the virus. The Principal welcomed the shift towards autonomous decision making, noting however that the proposed Coronavirus (Recovery and Reform) (Scotland) Bill sought to introduce extensive emergency powers, providing the Scottish Government with a range of legal powers to be exercised locally or nationally. ÌýPart 2 of the Bill related specifically to educational establishments, including colleges and universities, and student accommodation. ÌýAreas of potential legal power included restricting access by students to their rented university accommodation, and determination of the timing of university term dates, exam diets and access to campus. Whilst the Strategic Framework stated explicitly that the proposed legal measures would only be deployed when absolutely necessary, Universities Scotland was currently engaged at an official level, and on behalf of the sector, in trying to persuade the Scottish Government that such powers were unnecessary and unworkable. An update would come to a future meeting.

6.2ÌýÌýÌý Return to campus

The return to campus following the festive break had been successful to date. As previously advised to members, the start date of the second semester had been delayed by one week, to 17 January 2022. This planned adjustment had provided staff with the opportunity to prepare comprehensively for the start of the session, including the welcoming to campus of international and other students entering the University in January. The hybrid model of learning and teaching had been implemented as planned, with lectures being delivered online, and other learning experiences being held on campus in person, where possible and appropriate. The increased numbers of staff and students on campus had reinvigorated the social and physical community, allowing staff and students to build and re-build relationships, to support one another, and to share ideas. Discussions were in progress regarding a framework for learning, teaching and working in academic Session 2022-23 and beyond. An update would come to a future meeting.

6.3ÌýÌýÌý Student numbers

Overall, student numbers for session 2021-22 were performing well against target. Full-time home undergraduate numbers were below target, but this had been offset by undergraduate international, Rest of UK and part-time home numbers coming in above target. Full-time home and Rest of UK postgraduate numbers were below target but, in line with the undergraduate student number position, this had been offset by international and part time numbers being above target. Student numbers and fee income for collaborative partnerships were expected to perform well against target.

Student number and fee income targets for Session 2022-23 had been established, with a focus on filling the additional SFC funded places provided to address the increase in qualified entrants arising from SQA grade increases.Ìý Progress in terms of applications and offers was being monitored carefully, with a further formal review in April 2022.Ìý

In discussion, members were advised that it was not anticipated that ¶¶ÒõÊÓƵ was vulnerable to SFC claw back, as numbers had been carefully planned to prevent this happening. Brexit had impacted predominantly on undergraduate numbers, with the loss of EU undergraduate applications, and increased competition across the sector to replace such applicants with Scottish applicants.

6.4ÌýÌýÌý Online portfolio development

As advised previously to the Court, the 2017 review of the University’s academic portfolio had highlighted opportunities for income generation through the development of a demand led online portfolio.ÌýThe review, conducted in collaboration with Higher Education specialists, the Knowledge Partnership, had included a specific recommendation that the University partner with an online programme management company (OPM).

ÌýMembers were advised that, following a public procurement process, the University had selected Higher Education Partners (HEP) to support the development of the University’s online postgraduate academic portfolio. The business model provided for the OPM receiving a share of the tuition fee income rather than there being an upfront capital investment by the University. ÌýThe OPM would be responsible for a range of business operations, including research and analysis, marketing, enrolment, project management, academic support and retention. Programmes selected for initial development would most likely include Healthcare Management, Global Health, Public Health, Education, Early Childhood Education, and Special and Inclusive Education.Ìý First student intakes were provisionally scheduled for November 2022.

Members welcomed the development and suggested opportunity to work with a leading provider in the sector. In response to a query concerning the safeguards in place in terms of contracting with a private, for profit organisation, the Deputy Principal advised that there would be a clear delineation of responsibilities, and that all programme and module-related IP would remain with the University. ÌýThe University would manage the Admissions process, and deliver support for retention informed by data analytics.Ìý The Terms and Conditions were being concluded, but there had been thorough consideration of the data sharing agreement, consistent with the University’s established legal and other due diligence arrangements when contracting with external partners.

6.5ÌýÌýÌý Finance

The Scottish Government had announced its overall budget settlement for the HE and FE sectors before Christmas. The detail of the allocations to individual institutions was still to be announced, but the overall outcome was disappointing, with an overall increase in cash terms of just over 2%.Ìý Given the prevailing inflation rate, this represented a further significant real terms cut in funding. The Spending Review, which would set the Government’s plans for the next three years, was underway. At this stage, further reduction in the value of public funding seemed likely.

6.6ÌýÌýÌý SFC Review of Coherent Provision and Sustainability

Consideration and implementation of the Review recommendations was ongoing. As advised to members previously, a key area of interest was proposed establishment of a tertiary quality framework.Ìý Recent correspondence on this from the Quality Assurance Agency Scotland (QAAS) suggested that the SFC was working with QAAS and other agencies on a project to explore the effective use and impact of self-evaluation in quality arrangements.Ìý ¶¶ÒõÊÓƵ continued to engage intensively with this proposal at sector level, given the potential risks involved (including the international reputation of the HE sector in Scotland), and the proposals for more regional collaboration.Ìý

6.7ÌýÌýÌý Graduation

Following the successful events held in July 2021 to celebrate the achievements of the 2020 and 2021 graduating cohorts, this year would see a return to formal graduation ceremonies at the Usher Hall on the morning and afternoon of Tuesday 12 July 2022. The ceremonies would be followed by an event on campus in the early evening.Ìý The Principal extended an invitation to all Court members to attend, as had been the tradition, to celebrate the achievements of this year’s graduands, and honorary degree recipients (details of which would announced closer to the event).

The Principal concluded his report by formally recording his thanks to colleagues and students for their continuing dedication and hard work, to the Students’ Union executive for its commitment and leadership, and to Court members for their support and encouragement.

Court RECEIVED an oral presentation from the Director of Campus Development and Operations. The presentation addressed matters set out more fully in papers circulated to members in advance of the meeting, and which summarised for members the principal areas of update from the Land Development Project.

1. Report on Land Development (Court (22) 02)
2. Joint Venture Shareholders’ Agreement (Court (22) 03)
3. EIP Hub Development Agreement (Court (22) 04)
4. Project Governance (Court (22) 05)

Members noted that Papers Court (22) 03 and Court (22) 04 in particular covered matters relating to legal status, and were of particular importance at the current stage of the Project development. ÌýThe Finance and Estates Committee (FEC) had considered the papers in detail at its meeting on 10 February 2022 (FEC (22) MINS 01 referred), and had agreed the content of the presentation to the Court. The papers had also been provided to the Audit and Risk Committee. Further background papers had been issued separately and were available to Court members at the dedicated Teams site.

By way of introduction, members were provided with an update on the land development around the campus. Work had commenced on the new A1 junction, this being an important enabler for the Innovation Park and the Hub. Construction had also commenced on the nearby housing development and primary school.

As advised previously to the Court, NewCo had been formed in October 2021 to progress the Hub enabling works, which were proceeding as planned. It was intended that NewCo would remain in place until the end of February 2022, an extension having been agreed and once the JV was formed, NewCo’s activities would be transferred to HubDevCo (part of the joint venture structure). In parallel, the procurement process for the Hub Design Team was in progress.

Governance of the Hub Delivery would be through two companies, HubOpCo and HubDevCo. HubDevCo would assume short term responsibility for managing the development. Once the Hub had been built, responsibility would transfer to HubOpCo as the ultimate operator of the Hub.

Both JV parties had agreed to the appointment of ¶¶ÒõÊÓƵ as the Hub Development Manager, as previously set out in the Heads of Terms. The benefits to ¶¶ÒõÊÓƵ of this arrangement included continuity, control over the vision and construction process, and influence over the end product. A professional consultancy team would provide support to the ¶¶ÒõÊÓƵ Hub Development Manager in this role.

The Project Manager and Quantity Surveyor had attended the most recent meeting of the Finance and Estates Committee, at which members had considered a review of the feasibility cost estimate. This had confirmed that construction cost inflation would have an impact of around £1.5million above the feasibility cost. The Quantity Surveyor had provided reassurance to the FEC that, given the relatively early stage of the project, this could be accommodated through design management and contingency allowances.Ìý

Court members were advised that the Joint Venture structure, which had been developed in line with the Heads of Terms (HoT) previously agreed by Court, remained as envisaged, and had been reviewed and confirmed by Brodies LLP as meeting the needs of the Project. The same four directors (two from ¶¶ÒõÊÓƵ and two from East Lothian Council (ELC)) were to be appointed to each of the companies. Whilst the structure appeared somewhat complex, it was confirmed that not all companies would be in operation simultaneously. The highest level company in the structure diagram was HoldCo JV. ¶¶ÒõÊÓƵ and ELC would be 50/50 shareholders, and represented equally at Board level.Ìý ELC would transfer all of the land into the HoldCo JV by way of a 125 year head-lease.

The Joint Venture comprised a suite of key documents, the most significant of which were the Joint Venture Agreement, the Articles of Association, the Development Agreement, and the Development Management Agreement. These principal documents were in near final format, with legal discussions around outstanding matters in progress.Ìý A summary was provided of the relationship between the Heads of Terms (HoT) and Joint Venture Agreement, confirming that the points of principle from the HoT, and which had been assumed within the Full Business Case, were represented in the Joint Venture Agreement.

Key items flagged to Court members were the protected sums due back to ELC and the agreed index to be applied to the land value, this being the Public Works LoanÌýBoard (PWLB). Members were advised also that the JV structure provided for the potential involvement of a third party developer in the subsequent stages of the development, details of which would be subject to further consideration. In recognition that not all of the land for the wider Edinburgh Innovation Park currently belonged to ELC, discussions were in progress regarding acquisition of the remaining element, although this would not have any impact on the initial Hub development. The performance of the JV would be subject to regular review and refocus where appropriate. A longstop date of 20 years had been identified for renunciation of the lease if no development had taken place by then.

The presentation concluded with an overview of the reporting arrangements to the University Court and to East Lothian Council, as set out in the Project Execution Plan. In addition to the detail in the presentation, it was advised that monthly project reports would come through HubOpCo, as the legal approving body, subject to agreement from both JV partners through their advance consideration. The Director of Campus Development and Operations would continue to report directly to the Principal.

Members participated in a wide-ranging discussion, and sought clarification on a number of matters, which was provided, as detailed below:

• Cash flow: Clarification was provided on the arrangements for income transfer between the partners, full details of which were covered in a detailed Operational Business Plan. It was confirmed that DevCo would fund the construction work on the Hub and that ELC was liable for holding and providing sufficient funds.
• Deficit risk management: FEC had given careful consideration to this matter, concluding that the risks of going over budget were addressed through appropriate mitigations, including the fixed price contract. It was intended that the project risk register would feed into the main ¶¶ÒõÊÓƵ Risk Register to improve overall visibility.
• Net Zero Carbon agenda: ÌýÌýÌýIt was noted that it had been confirmed with the City Deal PMO that the feasibility cost estimate for the hub development did not address the requirements for achieving net zero carbon (NZC). The opportunity to address NZC might arise from reinvestment of funds from VAT recovery, if this was achieved and subsequently approved by the City Deal PMO. However, timing of any investment for NZC needed to take cognisance of the design process and ensure it was considered at the appropriate stage.
• Audit and Risk Committee (ARC): Whilst the ARC was not referenced in the project structure, it was recognised that it would play a key role in confirming that appropriate risk management processes were in place for the project, and in reporting to Court as part of its overall responsibility for risk management.
• Future Court approvals: It was suggested that it could be useful to map the approval deadlines for key stages set out in the Project Execution Plan onto Court meeting dates, although it was recognised that scheduled Court meetings might not align fully with the gateway stages. The provision within the Standing Orders to call an extra-ordinary meeting remained. Ìý

Having discussed, the University Court:

• APPROVED the proposed Joint Venture Agreement for the EIP between ¶¶ÒõÊÓƵ and ELC, and in so doing, authorised the actions listed in section 5 of paper Court (22) 03.
• APPROVED the proposedÌýDevelopment Management Agreement between ¶¶ÒõÊÓƵ and theÌýHub OpCo (paper Court (22) 04), and in so doing, endorsed the related Development AgreementÌý(between Hub OpCo and Hub DevCo).

The Chair extended her thanks to the Director of Campus Development and Operations for his very comprehensive update, and to other colleagues involved in leading the Land Development project.

In noting that background papers had been provided within the Court Teams folder, some members suggested that they had difficulty in accessing the folder. The matter would be investigated.Ìý Members looked forward to update reports at future meetings of the Court.

Court RECEIVED a report on arrangements for the Externally Facilitated Review of Court Effectiveness, which was being conducted in compliance with the Scottish Code of Good HE Governance 2017 (Court (22) 06).

Members were reminded that, under the provisions of paragraph 49 of the Scottish Code, governing bodies were expected to keep their effectiveness under review through an annual internal process, and separately through an externally facilitated evaluation at least once every five years. The previous Court Effectiveness Review had been conducted in Session 2015-16, meaning that such review was overdue, the original timetable for review in Session 2020-21 having been extended in light of the Coronavirus Emergency, but also in view of the election and appointment of a new Chair.

The services of Advance HE had been procured for the review, proposals having been secured from four potential providers. The review would be facilitated by Professor Ella Ritchie, Advance HE Associate, with oversight and support provided by Victoria Holbrook, Assistant Director, Governance, at Advance HE.

A Steering Group had been established, to be convened by the Vice-Chair of Court, and with membership drawn from the categories of Court membership as set out in paper Court (22) 06. The Steering Group’s remit was to undertake a facilitated review of the University’s governance arrangements, such review to provide assurance to the University Court on the effectiveness of such arrangements, including those established to secure and enhance academic standards. Ìý

Activities planned at this stage included the provision of selected papers to the Advance HE Facilitators, observation of Court, Senate and other selected committee meetings, and an e-survey of Court members. The Steering Group would agree the format of reporting, but it was planned that the Effectiveness Review report would be presented to the June meeting of the Court. This might extend to the October meetingÌýhowever. ÌýThe action plan arising would be discussed at the October Court meeting, and would form an agenda for the work of the Court over the remainder of academic Session 2022-23.

The Steering Group Chair encouraged members to participate in the e-survey and to engage in full with the wider review process. Members noted that the next observation of the Court would be at its Strategy Day on 25 March 2022, and that there would be further dialogue with Professor Ritchie to establish whether her participation would cover the full day. Responding to a potential concern around the sharing of matters considered confidential to the University, and the preservation of such confidentiality during the review process, the University Secretary advised that the review contract terms and conditions included detailed confidentiality clauses applicable both to the University and to Advance HE.

Court NOTED a report on areas of compliance activity during the period November 2021 to February 2022 (Court (22) 07). The report provided an overview of the following: complaints; requests made under the Data Protection Act 2018; requests made under the Environmental Information (Scotland) Regulations 2004; requests made under the Freedom of Information (Scotland) Act 2002; and activity related to the Counter-Terrorism & Security Act 2015. It was suggested that the next iteration of the report might helpfully include further contextual information to aid members’ understanding of the numerical data relating to FOI requests.Ìý Members were advised that they would, in normal course, be provided with an annual report on FOI requests that provided such information in full.Ìý The suggestion was welcomed however.

Ìý

Court RECEIVED the unconfirmed minutes of the meeting of the Finance and Estates Committee held on 10 February 2022 (FEC (22) MINS 01). Matters for members’ attention had been considered previously under agenda item 7.

Court RECEIVED the unconfirmed minutes of the meeting of the Senate held on 15 December 2021 (SEN (21) MINS 05). The following matters were brought to members’ attention by the Convener of Senate:

• Assessment, Progression and Board of Examiners Regulations (minute 4 refers):Senate had approved a recommendation concerning the continued application of the published transitional regulations approved in September 2021. The Regulations retained much of the flexibility afforded within earlier iterations developed during the pandemic, and would provide necessary reassurance to students should any further COVID related adjustments to learning and teaching be required.
• Student and staff wellbeing (minute 5.2 refers): Senate had noted the independent report on the impact of the pandemic on the mental health and wellbeing of the student population across the Scottish FE and HE sector. Within ¶¶ÒõÊÓƵ, the Senior Leadership Team and wider staff community continued to work in partnership with the Students’ Union to support mental health and wellbeing. Staff wellbeing initiatives included the recently published University stress risk assessment, as well as the staff Wellbeing Strategy being developed for publication in 2022.Ìý
• Micro-credentials (minute 5.6 refers): As an outcome from the Review of Coherent Provision and Sustainability, the SFC intended to pilot a National Micro-Credential Framework and Delivery Plan for Scotland, both to certify such bite-sized learning and to explore how modules could be combined to form larger qualifications over time. The associated funding stream was expected to remain in place to support this upskilling activity. ¶¶ÒõÊÓƵ had recently developed regulations governing the development, monitoring and review of micro-credentials, and a number of micro-credentials had been approved to date.
• Student Experience Strategy (minute 6.1.1 refers): Senate had approved the Student Experience Strategy for the period 2022-27. A flexible Delivery Plan to accompany the Strategy was in development. This Plan would be subject to annual review and adjustment under the auspices of the Student Experience Committee.
• Academic Calendar 2022-23 (minute 6.1.4 refers): The Academic Calendar for 2022-23 had been confirmed and published on the University website. The calendar took the form of a straightforward rollover from Session 2021-22.
• Outcome Agreement (minute 8.2 refers): Senate had considered and provided feedback on the draft Outcome Agreement for 2021-22. The University Secretary provided an update on the current status of the Outcome Agreement, which was complete and ready for publication, subject to any final comments from the SFC through its Outcome Agreement Manager.
• Research and Knowledge Exchange Strategy (minute 10.1 refers): Senate had considered and provided feedback on the first draft of the Research and Knowledge Exchange Strategy for 2022-27, due to be published later in the semester.

Ìý

Court RECEIVED the unconfirmed minutes of the meeting of the Health and Safety Committee held on 14 December 2021 (H&S (21) 04). The following matter was highlighted as an item for consideration at a future Court meeting: ¶¶ÒõÊÓƵ Stress Risk Assessment (minute 5.1 refers).

Court RECEIVED the minutes of the meeting of the Equality and Diversity Committee held on 9 December 2021 (EDC (21) MINS 06). Members’ attention was drawn to the 2021-22 Action Plan (minute 3 refers). It was advised specifically that the Report and Support Gender-based Violence tool had been launched recently and that plans were underway to recruit and train Investigators.

Court RECEIVED the minutes of the meeting of the Nominations Committee held on 28 January 2022 (NOM (22) MINS 01). The following matters were brought to members’ attention:

Skills matrix (minute 3 refers): A skills matrix was being developed to support diversity of recruitment of new lay members.

¶¶ÒõÊÓƵ Enterprises Ltd (minute 4.1 refers): A new director was required for ¶¶ÒõÊÓƵ Enterprises Ltd, the vehicle for the University’s commercial activities, to replace the former Vice-Chair of Court, Linda McPherson. Robert Pattullo had indicated that he would be pleased to take on this role, and members APPROVED this appointment

The Chair advised that this would be final meeting attended by Gordon Craig, Head of Planning.Ìý On behalf of the University Court, the Chair thanked Gordon for his valuable contribution to the work of the Court during his tenure, and wished him every success in his new role within the Scottish Funding Council

The University Court would meet on the following dates in Session 2021-22:

• 25 March 2022 – Strategy Day – precise timings to be advised.
• 27 April 2022 at 3.00 pm – arrangements to be confirmed.
• 22 June 2022 at 3.00 pm – arrangements to be confirmed.

DM

March 2022