Council minutes 26 November 2024

Minutes of the meeting of Cardiff University Council held on 26 November 2024 at 11:00 in 0.01 and 0.02 of the Translational Research Hub (TRH).

Present: Patrick Younge (Chair), Vice-Chancellor, Beth Button, Judith Fabian, Madison Hutchinson [until Minute 2274], Christopher Jones, Jeremy Lewis, Stephen Mann, Micaela Panes, Dr Juan Pereiro Viterbo, Suzanne Rankin [from Minute 2271], David Selway, John Shakeshaft, Professor Katherine Shelton, Professor Damian Walford Davies, Dr Robert Weaver, Dr Catrin Wood, Jennifer Wood, and Agnes Xavier-Phillips.

Attendees: Katy Dale [Minute taker], Ruth Davies, Rhodri Evans [Minute 2275-2277], Tom Hay, Victoria Holbrook, Professor Nicola Innes [Minutes 2275-2277], Dr David Langley [Minute 2271-2273], Siân Marshall, Tukiya Mutupa, Dr Paula Sanderson, and Darren Xiberras.

2265 Welcome and preliminaries

All were welcomed to the meeting, especially Tukiya Mutupa and Victoria Holbrook.

2266 Apologies for absence

Apologies were received from Professor Dame Janet Finch, Professor Urfan Khaliq and Dr Siân Rees.

2267 Declarations of interest

The Chair reminded the Committee members of their duty to disclose any potential conflicts of interest. No declarations of interest were noted.

2268 Minutes of previous meeting

The minutes of the Council meeting held on 10 July 2024 (23/843C) were confirmed as a true and accurate record and were approved by the Committee on 26 November 2024.

2269 Matters arising

Received and noted paper 24/255C, ‘Matters Arising’.

2270 Items from the Chair

Received and considered paper 24/251C, ‘Report of Chair’s Action Since the Last Meeting’.

Noted

2270.1 that work was ongoing to identify a new Chancellor;

2270.2 that independent members were encouraged to volunteer for meetings of the Redundancy Committee;

2270.3 that a recruitment exercise for new independent members would commence shortly; any proposed names for possible candidates should be shared with the Chair or the governance team;

2270.4 that independent members would be contacted shortly for nominations for the University Nominated Trustee on the Students’ Union Board.

2271 Vice-Chancellor’s Report to Council

Received and considered paper 24/261C, ‘Vice-Chancellor’s Report to Council’. The Vice-Chancellor spoke to this item.

Noted

2271.1 the Chief Transformation Officer joined the meeting;

2271.2 that the report was in a new format to align with the new strategy;

2271.3 that a large amount of work was underway to fix the fundamentals, centring on Redefining the Schools and Colleges, Functional Alignment and Academic Futures; progress was being shared more widely via Town Halls, webinars and Blas articles; there was a plan to launch a Continuous Improvement Hub under the leadership of the Chief Operating Officer and University Secretary and the Future Research Service programme was progressing well, reflecting that effective change was achievable;

2271.4 that the recruitment position remained challenging, with international student numbers down across the sector (especially in relation to China); targets had been revised but not met, impacting further on financial forecasts; early data for 2025/26 entry was not encouraging; due to this, efforts around transnational education (TNE) had been accelerated [Part Redacted];

2271.5 that future student recruitment needed to be considered when deciding on ceasing programmes; [Redacted]; similar actions were being taken across the sector and it was therefore unlikely this activity would dissuade students; there was also a need to fix the fundamentals to improve the student experience and simplify student pathways; it was highlighted that course creations needed to be communicated to students impacted at the earliest opportunity;

2271.6 that January starts had been introduced for five PGT programmes in the highest recruiting subjects and the Students’ Union were involved in these discussions; [Redacted];

2271.7 that a non-legally binding agreement had been signed with Kazakhstan and further work would now be undertaken to detail the agreement; the University was working with a group of partners and also progressing other international options [Part Redacted] and the creation of an internal TNE team; due diligence, risk frameworks and monitoring would be key here;

2271.8 that there were many sector-wide discussions being held on future ways of working (e.g. mergers, shared services etc.) and there was sector support between institutions; there remained uncertainty over whether an institution would be financially supported in the event of bankruptcy and the impact this would have on the sector; the University needed to work with its Welsh counterparts but also had peers in England;

2271.9 that a new sexual harassment policy had been created and issued; any requirements on governing bodies in this area would be reviewed.

Resolved

2271.10  for the Pro Vice-Chancellor Research and International to provide detail on the operating model and investment required for the QantX fund;

2271.11 for the Vice-Chancellor and Students’ Union President to discuss the report+support app and recent safety concerns within Cathays.

Suzanne Rankin joined the meeting during this item.

2272 Refined Success Measures / Key Performance Indicators

Received and considered paper 24/134CR, ‘Refined Success Measures / Key Performance Indicators’. The Vice-Chancellor spoke to this item.

Noted

2272.1 that Council had seen previous iterations of the KPIs which had since been re-assessed;

2272.2  owners for each KPI had been identified but these were owned collectively by the whole University;

2272.3 that further work was being undertaken to identify graphical ways of monitoring achievement of KPIs;

2272.4 that some measures would benefit from target dates and further set parameters; once approved, measurable targets would be established to monitor against;

2272.5 that the comparators for benchmarking of estates related measures would need to be considered (e.g. if this was a campus-based University or another Russell Group institution); there was a financial benefit for estates savings but there was also a cultural impact for staff and students; the Cost Control Task and Finish Group had been re-instated and would have a focus on the estate;

2272.6 that more detailed diversity data would sit beneath the high-level targets; there was a need to avoid complacency in achieving these targets;

2272.7 that the NSS survey had a large impact but did not include PG students and they were therefore not included within the high-level KPIs;

2272.8 that measure 7 referred to both the provision and offering to study in Welsh;

2272.9 that Council would benefit from seeing the underpinning measures and programme of works.

Resolved

2272.10 to clarify whether the EBIDA target in measure 8 was before or after pension-cost adjustments (as both were referred to);

2272.11 for the wording around measure 7 to be clarified by the Provost and Deputy Vice-Chancellor;

2272.12 to approve the proposed University Success Measures, subject to the exploration of including a measure for PG students.

2273 Strategic Risk Register

Received and considered paper 24/76HC, ‘Strategic Risk Register’. The Chief Operating Officer and University Secretary spoke to this item.

Noted

2273.1 [Redacted];

2273.2 [Redacted];

2273.3 [Redacted];

2273.4 [Redacted];

2273.5 [Redacted].

Resolved

2273.6 to approve the Strategic Risk Register.

Dr David Langley (Chief Transformation Officer) left the meeting.

2274 Students’ Union President’s Report

Received and considered paper 24/113R, ‘Students’ Union President’s Report’. The Students’ Union President spoke to this item.

Noted

2274.1 that freshers’ events had been well attended and the offering had been extended to include daytime and non-alcohol based events;

2274.2 that this year the sabbatical team included the inaugural Vice-President for International Students;

2274.3 that the Students’ Union had delivered a number of events for Black History Month;

2274.4 that the Let’s Talk Consent campaign focussed on education and included bystander training for all student societies and committees; student safety remained a concern due to increases in reports of sexual violence and harassment; recent media reports on police involvement dissuaded students from reporting incidents to the police; further resource for the University’s report+support app was suggested;

2274.5 that an in-conversation event had been held with the Vice-Chancellor and been well attended by students;

2274.6 that the AGM last week had gone very well;

2274.7 that there remained issues with facilities for sports clubs;

2274.8 that the Students’ Union was concerned by the Cardiff Council proposals to remove all resident parking from Cathays, as this would impact students; the proposals had gained media attention and students were encouraged to complete the Council’s survey on the proposals.

Madison Hutchinson (Students’ Union President) left the meeting.

2275 Student Experience update

Received and considered paper 24/259, ‘Update on Education and Student Experience Enhancement’. The Interim Pro Vice-Chancellor Education and Student Experience joined the meeting to speak to this item.

Noted

2275.1 the Head of Education Governance joined the meeting;

2275.2 that Professor Nicola Innes was Interim Pro Vice-Chancellor Education and Student Experience;

2275.3 that NSS scores had improved across the board, with overall satisfaction at 77.9% (an increase of 6.2%); all thematic indicators had improved, with 21 of 24 schools and 43 of 61 subjects also improving; that despite these improvements, overall satisfaction remained below the Welsh and sector average; actions implemented to address this would take time to be reflected in the NSS results;

2275.4 that there were 3 question specific and 6 subject specific (Economics, Finance, Italian Studies, Nursing, Computer Science and Mechanical Engineering) action plans in place;

2275.5 [Redacted];

2275.6  that Nursing subjects had been under increased monitoring for an extended period of time and there may be opportunities to work with the NHS on a shared plan to improve the results; it was noted that the question on placements (which had been heavily impacted by Covid) came before the question on overall satisfaction, which may colour answers; the School of Dentistry had been restructured to include learning leads, which intended to address issues in this area;

2275.7  that the Education and Student Experience programme had now concluded and the impact would be monitored (via Education and Student Experience Committee) until July 2027; a full report on the impact of the programme was being drafted.

2276 Student View – University response

Received and considered paper 24/121RR, ‘University Response to the Student Views 2024’. The Interim Pro Vice-Chancellor Education and Student Experience spoke to this item.

Noted

2276.1 that the University continued to take action and respond to the Students Views issued in 2023; a final report on the actions taken was being drafted;

2276.2 that an action plan had been drafted for the 2024 Student Views (Welsh University; Accessibility; Clinical Placement Experience; and PGR Student Experience) and shared with the Students’ Union for feedback;

2276.3 that the process for agreeing the institutional response would be amended, to limit the current delay required to meet Committee meeting dates; the action plan would be drafted via co-creation with the Students’ Union during the summer to allow actions to be implemented more quickly;

2276.4 that the Students’ Union noted that some of the proposed actions were providing detail of activity already undertaken, rather than proposing enhancements or improvements.

Resolved

2276.5 to approve the University Response to the Student Views 2024.

2277 Annual Quality Report

Received and considered paper 24/160RR, ‘Annual Quality Report 2023-24'. The Interim Pro Vice-Chancellor Education and Student Experience spoke to this item.

Noted

2277.1 that the report gave an overview of the University’s academic quality system and its operation, along with reflecting enhancements undertaken;

2277.2 that a key area was student experience; improvements in NSS scores reflected the University was moving in the right direction; there remained low response rates for the PGT survey and work was underway to improve this;

2277.3 that in regards to academic standards, external examiners were content and confirmed awards were of similar standard to other institutions; a new marking and moderation policy had been introduced which would help to ensure academic standards; a new academic feedback policy would be introduced and it was hoped this would improve NSS scores for the assessment theme;

2277.4 that the degree outcomes profile reflected an increase in first class degrees in 2019/20 and 2020/21 due the pandemic and the safety net introduced; this had also been reflected across the sector; the University was now lower than pre-pandemic levels, which was not reflected in the sector and this would be monitored and reviewed;

2277.5 that the ethnicity awarding gap remained a concern; there had been a decline in the number of good degrees awarded to Asian students and there remained a gap for black students, although this had reduced; an awarding gap was seen across the sector but the University had an ambition to narrow the gap and a number of initiatives had been introduced to address this, although the impact of these would not be instantly reflected in the data; there may be opportunities to work with community groups in this area and review data against income tariffs to determine if there was any correlation;

2277.6 that advice on academic integrity had been enhanced for students and a module created; it was noted that there was a risk of differing approaches to AI being used across the University, by both staff and students and between schools;

2277.7 that a standard operating process would be introduced from January 2025 to address previously noted marking errors;

2277.8 that data around appeals and meeting relevant deadlines was monitored;

2277.9 that recruitment to the External Advisor for Academic Quality would recommence following appointment of an Interim Pro Vice-Chancellor.

Resolved

2277.10 to approve the Annual Quality Report for 2023-24, which provides the basis for confirming to Medr the required assurances statements relating to academic standards and the quality of the student experience.

Professor Nicola Innes (Interim Pro Vice-Chancellor Education and Student Experience) and Rhodri Evans (Head of Education Governance) left the meeting.

2278 Governance Framework Review

Received and considered paper 24/240CR, ‘Governance Framework Review’. The Chief Operating Officer and University Secretary spoke to this item.

Noted

2278.1 that the paper formed part of the work to modernise governance, to ensure the governance framework enabled delivery of the strategy; this would also enable modernisation of the Statutes and Ordinances;

2278.2 that a straw-person revised governance structure had been included but was not final;

2278.3 that Senate and Council would be consulted on proposals; the Trade Unions would also be consulted on any changes to references to employment items;

2278.4 that final proposals would be bought to Council in July 2025; changes to Statutes would require approval by the Privy Council and the timescale for this was not yet known; there was a need to balance what needed to be delivered to meet the regulatory environment whilst bringing the change needed;

2278.5 that the format and length of papers would be reviewed to ensure they provided the correct assurances.

Resolved

2278.6 to approve that work commences to develop the proposals for final approval at Council by July 2025 and implementation from 1 August 2025 (subject to any necessary approvals received from the Privy Council).

2279 Audit and Risk Committee Annual Report to Council

Received and considered paper 24/226CR, ‘Audit and Risk Committee Annual Report 2023-24’. The Chair of the Audit and Risk Committee spoke to this item.

Noted

2279.1 that the Committee had considered the internal control arrangements; work to map the key controls was ongoing and was a key piece work in the coming months;

2279.2 that an external review of the Internal Audit function and service had been undertaken, with recommendations being implemented; the Committee was satisfied reliance could be placed on the reports from the Internal Audit function;

2279.3  that the draft Internal Audit Report had included the opinion that arrangements were generally adequate and improvements were being addressed;

2279.4  that the report from the External Auditors had included 14 recommendations; although this was an increase from the previous year, the report had concluded that progress had been made in-year to improve the control environment and there was stability in the Finance team; the report also confirmed the Financial Statements were an accurate representation and properly prepared;

2279.5 that the Audit and Risk Committee had received reasonable assurance on the effectiveness and controls in place for value for money, the risk environment and the quality of data submitted for regulatory purposes;

2279.6 that the Chair noted a cultural change had been seen during the year, with an increase in trust between the executive and the Committee, an improved pace of change and a reduction in risk;

2279.7 that thanks were extended to the Chair for his leadership and understanding in this area.

2280 Digarbon Loan

Received and considered paper 24/263HC, ‘Business Case for Digarbon Loan’. The Chief Financial Officer spoke to this item.

Noted

2280.1 [Redacted];

2280.2 [Redacted];

2280.3 [Redacted];

2280.4 [Redacted];

2280.5 [Redacted].

Resolved

2280.6 to approve to accept the Digarbon Loan offer from Welsh Government (totalling £12.2m) and to sign and return the loan agreement form within 10 working days of receipt of the documentation.

2281 Q1 Forecast

Received and considered paper 24/212C, ‘Q1 Forecast’. The Chief Financial Officer spoke to this item.

Noted

2281.1 [Redacted];

2281.2 [Redacted];

2281.3 [Redacted];

2281.4 [Redacted];

2281.5 [Redacted];

2281.6 [Redacted];

2281.7 [Redacted];

2281.8 [Redacted];

2281.9 [Redacted];

2281.10 [Redacted];

2281.11 that the University was providing certainty where it could and providing messaging around the financial situation.

2282 Letter of Representation

Received and considered paper 24/264C, ‘Letter of Representation’. The Chair of the Audit and Risk Committee spoke to this item.

Noted

2282.1 that the paper was a draft version; the final version included the schedule of uncorrected audit differences; the key difference related to the disposure of the CSC venture (c.£377k);

2282.2 that it had been agreed the errors (totalling £400k across the whole account) would not be adjusted;

2282.3 that the letter contained key statements required to enable audit work and was consistent with previous versions.

Resolved

2282.4 to approve the Letter of Representation.

2283 Annual Report and Financial Statements

Received and considered paper 24/125CR, ‘Annual Report and Financial Statements 31 July 2024’. The Chief Financial Officer spoke to this item.

Noted

2283.1 that a £35m deficit had been anticipated and was £31m in the final accounts; the Q3 forecast had included a £49m deficit;

2283.2 that the total comprehensive surplus was £177m; this included a number of accounting adjustments (e.g. a decrease in USS provision plus other pension provision and a £37m gain on investments);

2283.3 the Going Concern statement had been reviewed by the Joint Committee of Audit and Risk and Finance and Resources;

2283.4 that the final External Auditor report and graph of how reserves were allocated would also be included in the final version;

2283.5 that it was suggested the sector risk was referenced before the University risk on page 22 of the Annual Report;

2283.6 that thanks were extended to all who had helped produce the report.

Resolved

2283.7 to approve the Annual Report and Financial Statements.

2284 Any Other Business

Noted

2284.1 that thanks were extended by the Chair to all Council members for their contributions and hard work in the recent months.

Resolved

2284.2  to review whether the Sealing Transactions paper was required at Council as part of the review of Ordinances.

2285 Finance and Resources Committee Constitution

Received and considered paper 24/131, ‘Finance and Resources Committee Constitution and Membership’.

Resolved

2285.1 to approve the revised Constitution for Finance and Resources Committee.

2286 Governance Committee Constitution

Received and considered paper 24/04, ‘Governance Committee Constitution and Membership’.

Resolved

2286.1 to approve the revised Constitution for Governance Committee.

2287 Audit and Risk Committee Constitution

Received and considered paper 24/74, ‘Audit and Risk Committee Constitution and Membership’.

Resolved

2287.1 to approve the revised Constitution for Audit and Risk Committee.

2288 Honorary Fellowships and Degrees Committee Terms of Reference Constitution

Received and considered paper 24/91, ‘HFDC Constitution’.

Resolved

2288.1 to approve the revisions to the Honorary Fellowships and Degrees Committee Constitution.

2289 Changes to Ordinance 3- Standing Orders

Received and considered paper 24/09, ‘Changes to Ordinance 3- Standing Orders’.

Resolved

2289.1 to approve the proposed amendment to Ordinance 3 – Standing Orders.

2290 Students’ Union Memorandum and Articles of Association

Received and considered paper 24/260, ‘Students’ Union Memorandum and Articles of Association’.

Resolved

2290.1 to approve the proposed amendments to the Students’ Union Memorandum and Articles of Association.

2291 Updates to the Scheme of Delegation

Received and considered paper 24/253, ‘Updates to Scheme of Delegation’.

Resolved

2291.1 to approve the proposed updates to the Scheme of Delegation.

2292 Finance Transformation Business Case

Received and considered paper 24/250HC, ‘Finance Transformation Business Case.

Resolved

2292.1 to approve the Finance Transformation Business Case and a total investment of [Figure Redacted] of project revenue funding over 18 months.

2293 Council Membership Diversity Policy

Received and considered paper 24/42C, ‘Council Membership Diversity Policy’.

Resolved

2293.1 to approve the Council Membership Diversity Policy.

2294 Reserves Policy

Received and considered paper 24/216C, ‘Reserves Policy’.

Resolved

2294.1 to approve the Reserves Policy for incorporation in the annual report and accounts.

2295 Fee and Access Plan 2023/2024 Monitoring Report

Received and considered paper 24/203CR, ‘Fee and Access Plan 2023/24 Monitoring Report’.

Resolved

2295.1 to approve the statements relating to the Fee and Access Plan (FAP) in the Annual Assurance Statement;

2295.2 to approve the document for submission to Medr, the Commission for Tertiary Education and Research.

2296 Value for Money Report

Received and considered paper 24/89C, ‘Value for Money 2024’.

Resolved

2296.1 to approve that an appropriate level of assurance around institutional arrangements for delivery of value for money has been provided.

2297 Internal Audit Annual Report and Opinion 2024-25

Received and considered paper 24/221HC, ‘Internal Audit Annual Report and Opinion 2024-25’.

Resolved

2297.1 to approve the internal audit annual opinion and subsequent commentary on the University’s arrangements for risk management, governance, internal control and value for money.

2298 Annual Report for the Concordat to Support the Career Development of Researchers

Received and considered paper 24/202, ‘Annual Report for the Concordat to Support the Career Development of Researchers’.

Resolved

2298.1 to approve the Annual Report for the Concordat to Support the Career Development of Researchers.

2299 Items received for information

• 24/252 Council Constitution 2024-25
• 24/265C Report from Chair of Audit and Risk Committee
• 24/224HC Internal Audit Report - Encampment Lessons Learnt
• 24/86HC Annual Risk Management Report and Improvement Plan
• 24/257C Finance and Resources Committee Chair’s Report to Council
• 24/268C Report from Chair of Governance Committee
• 24/175R 2023/24 Annual Statement on Research Integrity
• 24/258 Senate Report to Council
• 24/256C Report from Redundancy Committee to Council
• 24/254 Sealing Transactions
• 24/262HC Major and Serious Incidents Update (provided separately on Director’s Desk)