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 91��Ƭ, 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 2020.

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. 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. 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 2020, trade creditors represented 38 days of relevant��expenditure (2019: 31 days). Interest paid under the Late Payment of Commercial Debts (Interest) Act 1998 was��£nil (2018/19: £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. 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 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 Royal��Society 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 role��of Acting Chair of Court until the process to elect a new Chair could be completed. The election of the new Chair was��completed 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	��	3/4
Carolyn Bell	��	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	��	4/4
Sir Paul Grice	Appointed 1 October 2019	3/3
Cynthia Guthrie	��	4/4
Linda McPherson	��	4/4
Robert Pattullo	��	3/4
Andrew Scott	��	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	��	3/4
Karen Cullen	��	4/4
Dr Anthony Falconer	Retired 30 September 2019	0/0
Sir Paul Grice	Appointed 2 October 2019	4/4
Robert Pattullo	��	3/4
Chiara Menozzi	��	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 out��of 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	��	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 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

Linda McPherson

Acting Chair

26 February 2021