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Director's Report

Section 172(1) Statement - Companies Act 2006

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

The Board of Directors’ intention is to behave responsibly and ensure that the University business operates in a responsible manner with the aim of maintaining a reputation for high standards of business conduct and good governance. The Board is collectively responsible for the long-term success of the University and, as part of their induction programme, the Directors are briefed on their duties under the Act.Ìý Directors also have access to ongoing training and development to provide them with the relevant skills and knowledge to conduct their duties as Directors on the Board.Ìý Further information on the way in which the Directors fulfil their duties relating to good governance and decision making under the Act is set out in the Corporate Governance Statement later in this report.

Employee involvement

The University recognises the benefits of keeping employees informed of its financial and academic performance. Information on matters of interest to employees is given through staff briefing sessions and through regular communication from the Principal. During the COVID-19 pandemic, regular (at least weekly) updates have been provided to all staff to ensure that they are well informed about the University’s response to the pandemic. The University operates a performance enhancement review scheme, which is open to all staff.Student involvement

The University seeks to take account of the views of the student body. The Student President and Vice-President are full members of the University Court and the Senate, and there are two additional student members of Senate, making four in total, or 10% of the total membership.Ìý There is student representation on all other major committees of the University. Senior members of staff, including the Principal, engage with the Students’ Union from time to time to explain aspects of the University’s operations and plans and to answer questions from student representatives. The Deputy Principal, University Secretary and the SU Sabbatical Officers meet regularly as the Student Union Partnership Board to discuss issues of common concern and interest, and a Student Partnership Agreement has been put in place between the University and the Students’ Union. The University also provides an annual grant to the Students’ Union.

Directors’ and officers’ liability insurance

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

Members’ liability

The liability of each member of the University upon winding up of the Company is limited to 50p. Distributions to members are not permitted by the Articles of Association of the Company.

Employment of disabled persons

The University’s policy remains to afford equal opportunity to all, including disabled people whether registered or not, to apply for employment and, during employment, to receive the support and development they require to enable them to make a full contribution to the University.

Creditors’ payment policy

Unless special terms are agreed, it is the University’s policy to pay invoices 30 days from the date of the invoice (in accordance with the CBI prompt payment code). In agreements negotiated with suppliers, the University endeavours to include and abide by specific payment terms. At 31 July 2021, trade creditors represented 31 days of relevant expenditure (2020: 38 days). Interest paid under the Late Payment of Commercial Debts (Interest) Act 1998 was £nil (2019/20: £nil).

Going Concern

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

±·²¹³¾±ðÌý Appointed/Retired Date

Attendance record

Interested/Occupation

Pamela Woodburn (Chair)

Appointed 1 April 2021

2/2

Scottish Programme Funding, Christian Aid

Linda McPherson (Acting Chair)

Appointed 1 October 2014, Acting Chair to 31 March 2021, Retired 31 March 2021

5/5

Former Senior Director - Food and Drink, Tourism & Textile, Scottish Enterprise

Elaine Acaster, OBE (Vice Chair)

Appointed 28 June 2017
Vice Chair from 1 April 2021

7/7

Former Vice Principal, Royal Veterinary College, University of London

Carolyn Bell

Appointed 1 October 2016

6/7

Solicitor

Professor Richard Butt

Appointed 1 September 2016

7/7

Deputy PrincipalÌýEx officio

Professor Graham Caie, CBE

Appointed 1 December 2014 Retired 30 November 2020

1/1

Former Chair, National Library of Scotland Governance Committee, Vice President of the Royal Society of Edinburgh

Colin Cox

Appointed 1 October 201

7/7

Nominated Trade Union Member – Support Staff

Karen Cullen

Appointed 1 June 2019

7/7

Elected Support Staff Member

Sophie Cunningham

Elected 10 June 2021

1/1

Student Vice-President

Dr Maria Giatsi-Clausen

Appointed 1 October 2019

6/7

Nominated Trade Union Member – Academic Staff

Sir Paul Grice

Appointed 1 October 2019

7/7

Principal & Vice-Chancellor

Ex officio

Cynthia Guthrie

Appointed 1 December 2015 Retired 30 November 2021

6/7

Joint Managing Director, Guthrie Group Limited

Professor John Harper

Appointed 1 December 2020

5/5

Retired Principal and Vice Chancellor, Robert Gordon University

Steven Hendry

Appointed 1 June 2021

1/1

Director, Capital Markets Team, CBRE

Dr Arturo Langa

Appointed 1 October 2019

7/7

Consultant Psychiatrist, NHS Lanarkshire

Francis Lennon, OBE

Appointed 1 October 2016

5/7

Former Head Teacher

Ruth Magowan

Appointed 11 December 2017 Retired 31 October 2020

2/2

Staff member, Appointed by Senate

Ken McGarrity

Appointed 1 October 2016

7/7

Former Finance Director, Nairn’s Oatcakes

Chiara Menozzi

Appointed 10 June 2019 Retired 9 June 2021

6/6

Student President

Melanie Moreland

Appointed 1 January 2018

7/7

Senior Manager/Delivery Manager, Royal Bank of Scotland

Aasiyah Patankar

Elected 10 June 2021

1/1

Student President

Robert Pattullo

Appointed 23 May 2018

7/7

Start-up Company Mentor. Former Vice-Chair Citizens’ Advice Edinburgh.

Sarah Phillips

Appointed 28 June 2017

7/7

Solicitor

Elizabeth Porter

Appointed 1 October 2019

5/7

Chartered Management Accountant

Dr Eurig Scandrett

Appointed 1 December 2016

6/7

Elected Academic Staff Member

Dr Andrew Scott

Appointed 28 June 2017

6/7

Director, Scottish Government

Garvin Sealy

Appointed 1 June 2021

1/1

Co-Director, Equali-Tree Community Interest Company

Andrew White

Appointed 10 June 2019 Retired 9 June 2021

6/6

Student Vice-President

Ìý

Membership of University Court Committees during the year to 31 July 2021

Audit and Risk Committee

±·²¹³¾±ðÌý Appointed/Retired Date

Attendance record

Professor Graham Caie

Convener, retired 30 November 2020

Ìý

1/1

Robert Pattullo

Convener, appointed 1 December 2020

3/3

Elaine Acaster

Ìý

4/5

Carolyn Bell

Ìý

4/5

Elizabeth Porter

Ìý

4/5

Finance & Estates Committee

Name

Appointed/Retired Date

Attendance record

Ken McGarrity

Convener

5/5

Professor Richard Butt

Ìý 5/5

Sir Paul Grice

Ìý 5/5

Cynthia Guthrie

Ìý 4/5

Linda McPherson

Retired 31 March 2021

3/4

Robert Pattullo

Retired 30 November 2020

2/2

Dr Andrew Scott

Ìý 5/5

Nominations Committee

Name

Appointed/Retired Date

Attendance record

*Linda McPherson

Convener, retired 31 March 2021

3/3

Pamela Woodburn

Convener, appointed 1 April 2021

0/0

Elaine Acaster

Ìý 3/3

Karen Cullen

Ìý 3/3

Sir Paul Grice

Ìý 3/3

Aasiyah Patankar

Appointed 10 June 2021

0/0

Robert Pattullo

Ìý 3/3

Chiara Menozzi

Retired 9 June 2021

3/3

*Convener of the Appointment Committee for the Chair of Court

The Nominations Committee formed the Appointment Committee for the Chair of the University Court for one of the three meetings listed.

Senior Management Remuneration Committee

Name

Appointed/Retired Date

Attendance record

Linda McPherson

Convener, retired 31 March 2021

N/a

Elaine Acaster

Convener from 1 April 2021

N/a

Francis Lennon

Ìý N/a

Sarah Phillips

Ìý N/a

The Senior Management Remuneration Committee did not meet in 2020/21 on the basis that no award, including the national pay award, was sought by members of the Senior Leadership Team for the period under review.

ÌýDisclosure of information to auditors

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

On behalf of the University Court

Pamela Woodburn

Chair

1 December 2021