Directors' Report
Section 172(1) Statement - Companies Act 2006
This statement sets out how the Directors of ÐÔÊӽ紫ý, 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). 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 2023.
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. 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. 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.
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. 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 2023, trade creditors represented 26 days relevant expenditure (2022: 38 days). Interest paid under the Late Payment of Commercial Debts (Interest) Act 1998 was £nil (2021/22: £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 30. 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.
Ìý
Membership of the University Court
| Name | Appointed/Retired Date | Attendance RecordÌý | Interested/Occupation |
|---|---|---|---|
|
Pamela Woodburn (Chair) |
Appointed 1 April 2021 |
5/5 |
Manager, Christian Aid |
|
Professor John Harper (Vice-Chair) |
Appointed 1 December 2020 |
5/5 |
Former Principal & Vice-Chancellor, Robert Gordon University |
|
Elaine Acaster, OBE (Vice-Chair) |
Appointed 28 June 2017 Retired 30 September 2022 |
0/0 |
Former Vice Principal, Royal Veterinary College, University of London |
|
Jennifer Ansett |
Appointed 22 June 2022 Retired 7 December 2022 |
1/2 |
Nominated Trade Union Member – Support Staff |
|
Janet Archer |
Appointed 1 October 2022 |
3/5 |
Chief Executive, Edinburgh Printmakers |
|
Carolyn Bell |
Appointed 1 October 2016 Retired 30 September 2022 |
0/0 |
Solicitor |
|
Jay Brown |
Appointed 10 June 2023 |
0/1 |
Student President - Academic Life |
|
Professor Richard Butt |
Appointed 1 September 2016 |
5/5 |
Deputy Principal, Ex Officio |
|
Julie Churchill |
Appointed 8 March 2021 |
2/4 |
Staff Member, Appointed by Senate |
|
Karen Cullen |
Appointed 1 June 2019 |
5/5 |
Elected Support Staff Member |
|
Louise Ford |
Appointed 10 June 2022 |
5/5 |
Student President – Student Activities |
|
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 |
|
Steven Hendry |
Appointed 1 June 2021 |
5/5 |
Director, Capital Markets Team, CBRE |
|
Dr Kavi Jagadamma |
Appointed 1 December 2022 |
3/3 |
Elected Academic Staff Member |
|
Dr Arturo Langa |
Appointed 1 October 2019 |
4/5 |
Consultant Psychiatrist, NHS Lanarkshire |
|
Francis Lennon, OBE |
Appointed 1 October 2016 Retired 30 September 2022 |
0/0 |
Former Head Teacher |
|
Ken McGarrity |
Appointed 1 October 2016 Retired 30 September 2022 |
0/0 |
Former Finance Director, Nairn’s Oatcakes |
|
James Miller |
Appointed 1 February 2023 |
2/3 |
Chartered Accountant |
|
Melanie Moreland |
Appointed 1 January 2018 |
4/5 |
Senior Manager/Delivery Manager, Royal Bank of Scotland |
|
Jacqueline Morrison |
Appointed 1 February 2023 |
3/3 |
Director, Napkin Innovation |
|
Aasiyah Patankar |
Appointed 10 June 2021 Retired 9 June 2023 |
3/4 |
Student President – Academic Life |
|
Robert Pattullo |
Appointed 24 May 2018 |
5/5 |
Start-up Company Mentor, Former Vice-Chair Citizens’ Advice Edinburgh |
|
Sarah Phillips |
Appointed 28 June 2017 Retired 27 June 2023 |
3/5 |
Solicitor |
|
Elizabeth Porter |
Appointed 1 October 2019 |
5/5 |
Chartered Management Accountant |
|
Dr Eurig Scandrett |
Appointed 1 December 2016 Retired 30 November 2022 |
1/2 |
Elected Academic Staff Member |
|
Dr Andrew Scott |
Appointed 28 June 2017 Retired 27 June 2023 |
5/5 |
Director, Scottish Government |
|
Garvin Sealy |
Appointed 1 June 2021 |
5/5 |
Co-Director, Equali-Tree Community Interest Company |
|
Carol Sinclair |
Appointed 1 October 2022 |
3/5 |
Director, Sinclair Wilson, Arts & Business Consultancy |
|
Guy Smith |
Appointed 1 October 2022 |
5/5 |
Finance Director |
|
Bill Stronach |
Appointed 1 February 2023 |
1/3 |
Nominated Trade Union Member - Support Staff |
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Membership of University Court Committees during the year to 31 July 2023
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Audit and Risk Committee
| NameÌý | Role | Appointed/Retired Date | Attendance record |
|---|---|---|---|
|
Robert Pattullo |
Convener |
Retired 30 September 2022 |
1/1 |
|
Andrew Scott |
Convener |
Appointed 1 October 2022 Retired 27 June 2023 |
3/3 |
|
Guy Smith |
Convener |
Appointed 1 July 2023 Appointed 1 October 2022 |
1/3 1/3 |
|
Elaine Acaster |
Ìý | Retired 30 September 2022 | 1/1 |
|
Carolyn Bell |
Ìý | Retired 30 September 2022 | 0/1 |
|
James Miller |
Ìý | Appointed 1 July 2023 | 0/0 |
|
Elizabeth Porter |
Ìý | Demitted 31 December 2022 | 0/2 |
|
Carol Sinclair |
Ìý | Appointed 1 October 2022 | 2/3 |
|
Guy Smith |
Ìý | Appointed 1 October 2022 | 2/3 |
Ìý
Finance & Estates Committee
| Name | Role | Appointed/Retired Date | Attendance |
|---|---|---|---|
|
Ken McGarrity |
Convener | Retired 30 September 2022 | 1/1 |
|
Robert Pattullo |
Convener | Appointed 1 October 2022 | 5/5 |
|
Janet Archer |
Ìý | Appointed 1 October 2022 | 3/5 |
|
Professor Richard Butt |
Ìý | Ìý | 6/6 |
|
Sir Paul Grice |
Ìý | Ìý | 4/6 |
|
Professor John Harper |
Ìý |
Ìý |
6/6 |
|
Steven Hendry |
Ìý |
Ìý |
4/6 |
|
Dr Andrew Scott |
Ìý | Ìý | 5/6 |
Ìý
Nominations CommitteeÌý
| Name | Role | Appointed/Retired Date | Attendance Record |
|---|---|---|---|
| Pamela Woodburn | Convener | Ìý | 3/3 |
| Elaine Acaster | Ìý | Retired 30 September 2022 | 2/2 |
|
Karen Cullen |
Ìý | Ìý | 2/3 |
|
Sir Paul Grice |
Ìý | Ìý | 3/3 |
|
Aasiyah Patankar |
Ìý | Demitted 9 June 2023 | 3/3 |
|
Robert Pattullo |
Ìý | Ìý | 3/3 |
|
Garvin Sealy |
Ìý | Appointed 1 October 2022 | 0/1 |
Ìý
Senior Management Remuneration Committee
| Name | Role | Appointed/Retired Date | Attendance Record |
|---|---|---|---|
|
Professor John Harper |
Convener | Ìý | 3/3 |
|
Sarah Phillips |
Ìý | Retired 27 June 2023 | 2/2 |
|
Guy Smith |
Ìý | Ìý | 2/2 |
|
Pamela Woodburn |
Ìý | Ìý | 2/2 |
Ìý
Disclosure 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 areÌýunaware. 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.
Ìý
On behalf of the University Court
Pamela Woodburn
Chair
13 December 2023
