Annex 2: Due Diligence (financial, legal

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ANNEX A
Guidelines on the management of
collaborative provision (with Overseas
partners)
1. Introduction
1.1. These Guidelines cover the initial consideration, approval, monitoring and
review of overseas collaborative partnerships. They are not intended as a
checklist, since the diversity of possible partnerships is such that different
partnerships may require more or less stringent and detailed consideration at
the outset, more or less vigilant oversight, and may change over time.
1.2. The Guidelines are to be used by the managers and committees responsible
for development and delivery of overseas partnerships. Where the treatment
of a particular case diverges significantly from the Guidelines, it must be for
good and defensible reasons, which will be noted in formal records of
decisions.
1.3. These Guidelines will be kept under regular review by the DVCO and CPC,
in relation to ‘business’ and ‘academic’ aspects respectively.
2. Glossary and acronyms
CPC
DCVO
DoIM
PPI
VPQ
Collaborative Provision Committee
Deputy Vice-Chancellor Operations
Director of International Marketing
Proposed Partner Institution
Vice-Provost [Learning and Teaching] Quality
3. Principles
3.1. The University seeks and welcomes overseas partnerships, but recognises
that complex risks to standards, reputation, and resources apply. The
University therefore approaches any partnership with an attitude of ‘wise
apprehensiveness’.
3.2. The arrangements for establishing and sustaining partnerships must be
consistent with the University’s Academic Regulations, with QAA’s UK
Quality Code, Part B10 (management of Collaborative Arrangements) and
the associated elements of the Code.
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ANNEX A
3.3. The ‘business case’ for a partnership (resource, legal, reputational and
strategic matters) is a matter for decision by the Vice-Chancellor. The
‘academic case’ (i.e. such matters as the fitness of an academic programme
to attract a BSU award or the competence of staff to teach it) is for the
Academic Board. In practice, authority in each case is usually delegated to
individuals or groups.
3.4. Each partnership is unique. The arrangements pertaining to approval,
monitoring and review should work within Guidelines approved by the Vice
Chancellor and the Academic Board, but individual arrangements will vary
according to circumstances.
3.5. The diversity of overseas partnerships is such that it is not possible to
generate automatic judgements on such matters as whether partnerships
should proceed or be approved from algorithms such as ‘risk matrix’ scores.
Judgements should be made on the basis of expertise and experience, and
responsible individuals must be accountable for decisions.
3.6. Except in cases where there is an overriding strategic benefit, the University
cannot subsidise overseas partnerships. For a partnership to proceed, both
business and academic cases must be sound.
3.7. For practical and economic reasons, judgement on the business case
precedes judgement on the academic case.
4. Responsibilities
4.1. The DVCO will be responsible for decisions on the business case for
partnerships, and for decisions on their on-going financial, legal and strategic
viability. The DVCO will be responsible for contractual arrangements
between BSU and partners.
4.2. CPC will be responsible for decisions on academic approval, monitoring and
review of partnerships.
4.3. DoIM will be responsible for providing the information required by the DVCO
and CPC to reach their decisions.
4.4. The VPQ will be responsible for servicing CPC, and for liaison between CPC
and DoIM on CPC information requirements.
4.5. A Dean of school will ‘sponsor’ each proposal, i.e. he/she will provide a link
tutor and an academic ‘home’ at BSU for any programme offered in
partnership.
5. Approval
5.1. All proposals for programmes delivered in partnership will be routed through
the DoIM in the first instance, whatever their origin.
5.2. If the DoIM determines that it is likely that a proposed partnership will meet
the strategic objectives of the University, he will approach a Dean of school
to act as sponsor of the proposal. The DoIM1 will prepare Cost/Benefit
Analysis2 for the DVCO.
5.3. The DVCO will consider the Cost/Benefit Analysis, and determine whether or
not the proposal merits a Due Diligence Inquiry.3 If it does, he will inform
DoIM of his information needs.
1
Though the DoIM is responsible for meeting all the information needs, and accountable for
their accuracy, it will not be possible to fulfil the requirements that follow without the
continuous support and collaboration of the sponsoring Dean of school, or his/her nominee.
2 See Annex 1, Cost/Benefit Analysis.
3 See Annex, Due Diligence.
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ANNEX A
5.4. If the DVCO determines that due diligence is satisfied, he will authorize the
DoIM to proceed to academic consideration by CPC.
5.5. Following consultation with DoIM and sponsor, VPQ will present a written
proposal on the requirements for approval4 to CPC, and CPC will determine
the requirements.
5.6. When the requirements have been fulfilled, VPQ will present a report to
CPC, following consultation with DoIM and the sponsor, with
recommendations on arrangements for the approval of the partnership.
These arrangements will include a written report on the visit to the partner,
with the panel’s recommendations about approval.
5.7. If CPC determines that a partnership should be approved, it must also
determine arrangements for monitoring and review, in the light of the
information in the reports and discussion with VPQ and DoIM.
5.8. The CPC informs DVCO of the outcomes, including its determination as to
monitoring and review.
6. Management
6.1. Each partner shall have a BSU administrative link in the International Office,
and at least one ‘link tutor’ for each disciplinary area covered by the
partnership.5 These shall be the primary points of contact for administrative
and academic matters respectively. As for all other programmes, Academic
Services shall alert DoIM and the link tutor to the routine requirements of
academic quality assurance, and to any additional requirements of CPC.
6.2. There shall be corresponding links with named individuals in each partner.
7. Contracts
7.1. No overseas collaborative partnership shall enrol students until a contract is
in place between the two parties.
7.2. Contracts are the responsibility of DVCO. It is anticipated that he will take
legal advice as to the standard coverage of contracts.
7.3. Contracts shall refer to an ‘operational’ annex dealing with the requirements
of managing the specific partnership, including academic management
matters such as examination boards. This may include elements established
at approval by CPC. This annex will be kept continuously under review, and
may be amended as a result of monitoring.
7.4. Contracts will specify the conditions under which either side may withdraw
from a partnership. Arrangements for withdrawal shall always specify how
residual needs of students with incomplete courses may be satisfied.
8. Monitoring
8.1. Programmes in partner institutions shall be routinely monitored as part of the
usual subject-discipline requirements, and shall be included in the coverage
of routine monitoring reports at subject and school levels, and dealt with in
the standard way.
8.2. In addition, there shall be an annual report at the level of the partner,
considered by CPC. The contents of this report shall be defined by CPC. On
the basis of the report, any additional monitoring needs may be established.
4
5
See Annex, Academic Approval.
For these purposes, ‘disciplinary areas’ are defined as in BSU academic review.
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8.3. CPC shall provide a report annually to Academic Board on the continuing
status of partnerships.
9. Review
9.1. CPC shall be responsible for determining the coverage and scale of the
review of programmes offered in partnership with overseas providers. In
preparation for the review, Academic Services will prepare proposals for
arrangements to be followed following consultation with DoIM and the link
tutor.
9.2. Review will be managed similarly to approval, and, as for approval, the
arrangements for BSU collaborative arrangements in the UK will be regarded
as a minimum level of scrutiny.
9.3. Review shall be every six years, except that new partnerships shall be
subject to review after the first complete cohort of students has graduated.
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ANNEX A
Annex 1: Cost Benefit Analysis
The purpose of the Cost/Benefit Analysis is to give the DVCO sufficient information
to enable him to determine whether it is worthwhile to commit resources to a Due
Diligence investigation. It will be for the DVCO to determine the likely costs and
benefits, on the basis of information provided by the Head of International Activity
and the Dean of school.
Costs
Costs are likely to include
 Due diligence costs (potentially including credit checks and solicitors’ fees).
 Development Costs (salaries and fees, flights, hotels, subsistence, etc.)
 Quality assurance visits (at least two annually).
 Any visits for teaching development purposes.
 The costs of the link tutor.
 General administrative costs
 External Examiner Fees; costs of external examiner visits.
 Other examination costs.
 Translation and Postage.
The DVCO will also be aware of the potential costs of debt recovery; exchange rate
risks; and contingency.
Benefits
The information provided to the DVCO should include
 The school’s rationale for working with this partner on this programme.
 The relevance of the proposed collaboration to the University’s Strategic
Plan.
 The potential academic benefits to the school and the University.
 A market and competitor analysis showing why it is thought that recruitment is
sustainable.
Benefits may be compromised by
 The reputation and status of the proposed partner.
 Political and cultural differences.
 The experience of the school in relation to any of the following: a new
country; a new mode of delivery.
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ANNEX A
Annex 2: Due Diligence (financial, legal, reputational)
The DVCO will determine his information in the light of the specific proposal. In some
cases, professional advice may be necessary. In some cases it will be necessary to
visit the partner. The proposed partner will provide much of the information: the Head
of International Activities will liaise with the partner to make the information available.
It is likely that some or all of the following information will be required.
Legal Risks
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A copy of the constitutional documents for the PPI, incorporating any
amendments that have been made, with English translation if necessary. It
may be necessary to have these documents notarised.
Evidence that the PPI has power to enter into the proposed collaboration.
Details of the legal framework for the jurisdiction applying to the PPI in
respect of the proposed collaboration.
Copies of all permits, authorities, registrations, licences, approvals and
consents (whether granted by public or private authorities or otherwise)
necessary to carry on both the PPI or the proposed activities.
Details of any data protection requirements relevant to the PPI or the
proposed collaboration.
Financial Risks
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Confirmation of the solvency of the PPI.
Details of all mortgages, charges or other security documentation affecting
the PPI and copies of any documentation that may affect the partnership.
Details of the financing arrangements of the PPI including particulars of
overdrafts, loans and other indebtedness and similar facilities.
Details of state or public sector funding applicable to the PPI.
Details of relevant grants, subsidies, payments or allowances taken out by or
granted to the PPI in relation to the proposed activity.
Details of any third party rights in relation to the PPI relevant to the proposed
transaction.
Confirmation that the PPI owns all its own real property.
Confirmation that the PPI owns all intellectual property rights of its staff and
employees.
Particulars of any insurance arrangements of the PPI relating to the proposed
transaction.
Details of any quotations or tenders relevant to the proposed activities that
the PPI has submitted.
Details of any liabilities not identified above that are relevant to the PPI or the
proposed transaction.
Reputational Risks
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Details of any of the following that are current, pending, threatened or
possible in relation to the PPI.
o any litigation or arbitration proceedings (whether as claimant or
defendant);
o any prosecution; and
o any investigation or inquiry by a governmental or official body.
Details of any existing link with BSU employees relevant to the PPI or the
proposed transaction.
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ANNEX A
Annex 3: Academic Approval
It is assumed that the approval arrangements in place for UK collaborative links
(which are themselves extensions of arrangements for BSU in-house programmes)
represent a minimum requirement, and that any overseas collaborative partnership
will add specific elements to those requirements. In particular, approval of an
overseas partnership will always require a visit from an approval panel that meets the
minimum requirements described in the UK collaborative provision handbook.
The regulations covering a programme delivered by an overseas partner will either
follow BSU regulations, or provide an equal level of security for the standard of the
award and the quality of learning opportunities.
CPC will need to ensure that proposed coverage of the approval and the personnel
involved are adequate to cover assurance that, inter alia,
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the administrative arrangements in place in the partner are sufficient to meet
the needs of the regulations
staff employed by the partner institution are properly qualified and trained to
deliver the programme, and that arrangements are in place to ensure that
new staff also meet these requirements
where the language of instruction and assessment are not English,
sustainable arrangements are in place to give continuing assurance to the
BSU Academic Board that standards are maintained. This will include
arrangements for bi-lingual external examiners, and translation of work for
moderation purposes.
A link tutor has been appointed, who has had sufficient contact with the
partner and with DoIM to provide meaningful advice to the partner.
It will be for DoIM and link tutors to ensure that partners understand these
requirements and appreciate the costs and demands they represent.
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