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Strategic and financial Statements 2018:Director's Report

DIRECTORS’ REPORT

Section 172(1) Statement - Companies Act 2006

This statement sets out how the Directors of ÐÔÓÃÉç University, Edinburgh, have applied and complied withÌýSection 172(1) of the Companies Act 2006 in accordance with the Companies (Miscellaneous Reporting)ÌýRegulations 2018. The University Court, as Directors of the company limited by guarantee, must, as those of all UKÌýcompanies, act in accordance with a set of general duties set out in section 172 of the Companies Act 2006 (theÌýAct). The Board of Directors consider, both individually and together, that they have acted in the way, in good faith,Ìýthat would be most likely to promote the success of the Company for the benefit of its members as a whole (havingÌýregard to the stakeholders and matters set out in s172(1)(a-f) of the Act) in the decisions taken during the yearÌýended 31 July 2020.

The Board of Directors’ intention is to behave responsibly and ensure that the University business operates in aÌýresponsible manner with the aim of maintaining a reputation for high standards of business conduct and goodÌýgovernance. The Board is collectively responsible for the long-term success of the University and, as part of theirÌýinduction programme, the Directors are briefed on their duties under the Act. Directors also have access to ongoingÌýtraining and ÐÔÓÃÉçment to provide them with the relevant skills and knowledge to conduct their duties as DirectorsÌýon the Board. Further information on the way in which the Directors fulfil their duties relating to good governanceÌýand 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.ÌýInformation on matters of interest to employees is given through staff briefing sessions and through regularÌýcommunication from the Principal. During the COVID-19 pandemic, regular (at least weekly) updates have beenÌýprovided to all staff to ensure that they are well informed about the University’s response to the pandemic. TheÌýUniversity 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-PresidentÌýare full members of the University Court and the Senate, and there are two additional student members of Senate,Ìýmaking four in total, or 10% of the total membership. There is student representation on all other major committeesÌýof the University. Senior members of staff, including the Principal, engage with the Students’ Union from time to timeÌýto 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 UnionÌýPartnership Board to discuss issues of common concern and interest, and a Student Partnership Agreement hasÌýbeen put in place between the University and the Students’ Union. The University also provides an annual grant toÌýthe Students’ Union.

Directors’ and officers’ liability insurance

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

Members’ liability

The liability of each member of the University upon winding up of the Company is limited to 50p. Distributions toÌýmembers 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 orÌýnot, to apply for employment and, during employment, to receive the support and ÐÔÓÃÉçment they require to enableÌýthem 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 (inÌýaccordance with the CBI prompt payment code). In agreements negotiated with suppliers, the University endeavoursÌýto include and abide by specific payment terms. At 31 July 2020, trade creditors represented 38 days of relevantÌýexpenditure (2019: 31 days). Interest paid under the Late Payment of Commercial Debts (Interest) Act 1998 wasÌý£nil (2018/19: £nil).

Going Concern

The University’s activities, together with the factors likely to affect its future ÐÔÓÃÉçment, performance and position,Ìýare set out in the Strategic Report, which also includes information on cash flows and borrowing facilities, and theÌýUniversity Court’s assessment of going concern. Demand from students for the University’s courses remains strong.ÌýConsequently, the University Court believes that the University is well placed to manage its business risksÌýsuccessfully despite the ongoing, uncertain economic outlook.

MEMBERSHIP OF THE UNIVERSITY COURT

Name Appointed Attendance Record Role

Dr Frances Dow CBE

(Chair)

Appointed 17 March 2016

Retired 16 March 2020

2/3

Former Vice Principal, University of Edinburgh

Linda McPherson

(Acting Chair)

Appointed 1 October 2014, Vice-

Chair to 16 March 2020, Acting

Chair from 17 March 2020

5/5

Former Senior Director - Food and Drink, Tourism &

Textile, Scottish Enterprise

Elaine Acaster, OBE Appointed 28 June 2017 5/5 Former Vice Principal, Royal Veterinary College,

Carolyn Bell

Appointed 1 October 2016

5/5

Solicitor

Professor Richard Butt

Appointed 1 September 2016 5/5 Deputy Principal

Professor Graham Caie,

CBE

Appointed 1 December 2014

Retired 30 November 2020

5/5

Former Chair, National Library of Scotland

Governance Committee, Vice President of the RoyalÌýSociety of Edinburgh

Colin Cox

Appointed 1 October 2019 4/5 Nominated Trade Union Member – Support Staff

Karen Cullen

Appointed 1 June 2019 5/5 Elected Support Staff Member

Dr Anthony Falconer,

OBE

Appointed 1 October 2013

Retired 30 September 2019

0/0

Retired Consultant Obstetrician and Gynaecologist.

Former President Royal College of Obstetricians and

Gynaecologists.

Dr Maria Giatsi-Clausen

Appointed 1 October 2019

4/5

Nominated Trade Union Member – Academic Staff

Sir Paul Grice

Appointed 1 October 2019

4/5

Principal & Vice-Chancellor

Ex Officio

Cynthia Guthrie Appointed 1 December 2015 5/5

Joint Managing Director, Guthrie Group Limited

Professor John Harper

Appointed 1 December 2020

0/0

Retired Principal and Vice Chancellor, Robert

Gordon University

Dr Arturo Langa

Appointed 1 October 2019

5/5

Consultant Psychiatrist, NHS Lanarkshire

Francis Lennon, OBE

Appointed 1 October 2016

2/5

Former Head Teacher

Jacqueline Macdonald

Appointed 1 October 2013

Retired 30 September 2019

0/0

Partner, Small Green Spaces

Ruth Magowan

Appointed 11 December 2017

Retired 31 October 2020

5/5

Staff member, Appointed by Senate

Ken McGarrity

Appointed 1 October 2016

5/5

Former Finance Director, Nairn’s Oatcakes

Chiara Menozzi

Appointed 10 June 2019

4/5

Student President

Melanie Moreland

Appointed 1 January 2018

4/5

Senior Manager/Delivery Manager, Royal Bank of

Scotland

Robert Pattullo

Appointed 23 May 2018

5/5

Start-up Company Mentor. Former Vice-Chair

Citizens’ Advice Edinburgh.

Sarah Phillips

Appointed 28 June 2017

5/5

Solicitor

Elizabeth Porter

Appointed 1 October 2019

5/5

Chartered Management Accountant

Dr Eurig Scandrett

Appointed 1 December 2016

4/5

Elected Academic Staff Member

Dr Andrew Scott

Appointed 28 June 2017

4/5

Director of Population Health, Scottish Government

Dr Laura Young, MBE

Appointed 1 October 2016

Retired 30 September 2019

0/0

Founder of the Teapot Trust

Andrew White

Appointed 10 June 2019

5/5

Student Vice-President

Dr Frances Dow retired as Chair of Court on 16 March 2020. The Vice-Chair of Court, Linda McPherson, took on the roleÌýof Acting Chair of Court until the process to elect a new Chair could be completed. The election of the new Chair wasÌýcompleted in January 2021, and the new Chair will take up their post on 1 April 2021.

Membership of University Court Committees during the year to 31 July 2020

Audit and Risk Committee

Name Appointed Attendance Record

Professor Graham Caie

Convener, retired 30 November 2020

4/4

Elaine Acaster

Ìý 3/4

Carolyn Bell

Ìý 4/4

Dr Anthony Falconer

Retired 30 September 2019 0/1

Elizabeth Porter

Appointed 1 June 2020 1/1

Finance & Estates Committee

Name Appointed Attendance Record

Ken McGarrity

Convener

4/4

Professor Richard Butt

Ìý

4/4

Sir Paul Grice

Appointed 1 October 2019

3/3

Cynthia Guthrie

Ìý

4/4

Linda McPherson

Ìý

4/4

Robert Pattullo

Ìý

3/4

Andrew Scott

Ìý

3/4

Nominations Committee

Name Appointed Attendance Record

Dr Frances Dow

Convener, retired 16 March 2020

1/1

*Linda McPherson

Convener from 17 March 2020

4/4

Elaine Acaster

Ìý

3/4

Karen Cullen

Ìý

4/4

Dr Anthony Falconer

Retired 30 September 2019

0/0

Sir Paul Grice

Appointed 2 October 2019

4/4

Robert Pattullo

Ìý

3/4

Chiara Menozzi

Ìý

4/4

*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 three outÌýof the four meetings listed.

Senior Management Remuneration Committee

Name Appointed Attendance Record
Linda McPherson

Convener

1/1

Dr Frances Dow

Retired 16 March 2020

1/1

Frances Lennon

Ìý 1/1

Jacqueline Macdonald

Retired 30 September 2019

1/1

Disclosure of information to auditors

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

On behalf of the University Court

Linda McPherson

Acting Chair

26 February 2021