ÌÒ×ÓÊÓƵ Strategic Report and Financial Statements 2022 - Directors' Report
Section 172(1) Statement - Companies Act 2006
This statement sets out how the Directors of ÌÒ×ÓÊÓƵ, 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 2022.
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 updates were provided to all staff to ensure that they were 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. 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 2022, trade creditors represented 38 days of relevant expenditure (2021: 31 days). Interest paid under the Late Payment of Commercial Debts (Interest) Act 1998 was £nil (2020/21: £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,Ìýand 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 24. 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.
Membership of the University Court
| Name | Appointed/Retired Date | Attendance RecordÌý | Interested/Occupation |
|---|---|---|---|
|
Pamela Woodburn (Chair) |
Appointed 1 April 2021 |
4/5 |
Manager, Christian Aid |
|
Elaine Acaster, OBE(Vice-Chair) |
Appointed 28 June 2017ÌýRetired 30 September 2022 |
5/5 |
Former Vice Principal, Royal Veterinary College, University of London |
|
Jennifer Ansett |
Appointed 22 June 2022 |
0/1 |
Nominated Trade Union Member – Support Staff |
|
Janet Archer |
Appointed 1 October 2022 |
0/0 |
Chief Executive, Edinburgh Printmakers |
|
Carolyn Bell |
Appointed 1 October 2016ÌýRetired 30 September 2022 |
4/5 |
Solicitor |
|
Professor Richard Butt |
Appointed 1 September 2016 |
4/5 |
Deputy Principal, Ex Officio |
|
Julie Churchill |
Appointed 8 March 2021 |
3/5 |
Staff Member, Appointed by Senate |
|
Colin Cox |
Appointed 1 October 2019 Retired 1 November 2021 |
0/1 |
Nominated Trade Union Member – Support Staff |
|
Karen Cullen |
Appointed 1 June 2019 |
3/5 |
Elected Support Staff Member |
|
Sophie Cunningham |
Appointed 10 June 2021 Retired 9 June 2022 |
3/4 |
Student Vice-President |
|
Amy Cutt |
Appointed 1 December 2021 Retired 5 May 2022 |
2/3 |
Nominated Trade Union Member – Support Staff |
|
Louise Ford |
Appointed 10 June 2022 |
1/1 |
Student President – Student Activities |
|
Dr Maria Giatsi-Clausen |
Appointed 1 October 2019 |
1/5 |
Nominated Trade Union Member – Academic Staff |
|
Sir Paul Grice |
Appointed 1 October 2019 |
5/5 |
Principal & Vice-Chancellor, Ex Officio |
|
Cynthia Guthrie |
Appointed 1 December 2015 Retired 30 November 2021 |
1/1 |
Joint Managing Director, Guthrie Group Limited |
|
Professor John Harper |
Appointed 1 December 2020 |
5/5 |
Former Principal & Vice-Chancellor, Robert Gordon University |
|
Steven Hendry |
Appointed 1 June 2021 |
5/5 |
Director, Capital Markets Team, CBRE |
|
Dr Arturo Langa |
Appointed 1 October 2019 |
5/5 |
Consultant Psychiatrist, NHS Lanarkshire |
|
Francis Lennon, OBE |
Appointed 1 October 2016 Retired 30 September 2022 |
2/5 |
Former Head Teacher |
|
Ken McGarrity |
Appointed 1 October 2016 Retired 30 September 2022 |
4/5 |
Former Finance Director, Nairn’s Oatcakes |
|
Melanie Moreland |
Appointed 1 January 2018 |
3/5 |
Senior Manager/Delivery Manager, Royal Bank of Scotland |
|
Aasiyah Patankar |
Appointed 10 June 2021 |
5/5 |
Student President – Academic Life |
|
Robert Pattullo |
Appointed 24 May 2018 |
4/5 |
Start-up Company Mentor, Former Vice-Chair Citizens’ Advice Edinburgh |
|
Sarah Phillips |
Appointed 28 June 2017 |
2/5 |
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 |
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 |
0/0 |
Director, Sinclair Wilson, Arts & Business Consultancy |
|
Guy Smith |
Appointed 1 October 2022 |
0/0 |
Finance Director |
Membership of University Court Committees during the year to 31 July 2022
Audit and Risk Committee
| ±·²¹³¾±ðÌý | Role | Attendance record |
|---|---|---|
|
Robert Pattullo |
Convener |
4/4 |
|
Elaine Acaster |
Ìý | 2/4 |
|
Carolyn Bell |
Ìý | 3/4 |
|
Elizabeth Porter |
Ìý | 4/4 |
Finance & Estates Committee
| Name | Role | Attendance |
|---|---|---|
|
Ken McGarrity |
Convener | 5/6 |
|
Professor Richard Butt |
Ìý | 5/6 |
|
Sir Paul Grice |
Ìý | 6/6 |
|
Cynthia Guthrie |
Retired 30 November 2021 |
2/2 |
|
Professor John Harper |
Ìý |
6/6 |
|
Steven Hendry |
Appointed 1 October 2021 |
5/5 |
|
Dr Andrew Scott |
Ìý | 5/6 |
Nominations CommitteeÌý
| Name | Role | Attendance Record |
|---|---|---|
| Pamela Woodburn | Convener | 4/4 |
| Elaine Acaster | Ìý | 3/4 |
|
Karen Cullen |
Ìý | 3/4 |
|
Sir Paul Grice |
Ìý | 4/4 |
|
Aasiyah Patankar |
Ìý | 4/4 |
|
Robert Pattullo |
Ìý | 4/4 |
Senior Management Remuneration Committee
| Name | Role | Attendance Record |
|---|---|---|
|
Elaine Acaster |
Convener | 2/2 |
|
Francis Lennon |
Ìý | 2/2 |
|
Sarah Phillips |
Ìý | 2/2 |
|
Pamela Woodburn |
Ìý | 2/2 |
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.
On behalf of the University Court
Pamela Woodburn
Chair
30 November 2022
