ECUB 15/20
Minutes
Board meeting, 16 July 2015
Equality Challenge Unit
Company limited by guarantee
38th meeting of the board of directors
Thursday 16 July 2015, ECU, Queens House, 55/56 Lincoln’s Inn Fields, London WC2A 3LJ
Chair
= Janet Beer
Board members
= Margaret Ayers
= Chantal Davies
= Patrick Johnson
= Geoff Layer
= Michael MacNeil
= Debbie McVitty
= Jane Norman
= Barbara Stephens
= Mary Stuart
Observers in attendance
= Peter Mason, HEFCE
= Halena McNulty, SFC (by phone)
= Fiona Waye, UUK
ECU secretariat
= Juliet Adams, head of resources
= David Gilmore, head of communications and engagement
= Gary Loke, head of policy
= David Ruebain, chief executive
Apologies
= Cara Aitchison
= Sarah Dickinson, head of equality charters
= Dee Easter, GuildHE
= Neva Haites
= Jane Johns, HEFCW
= John Murray, DELNI
= Colin Riordan
= John Ryan
= Nigel Seaton
= Rosemary Stamp
Item 1 – Welcome
1.
The chair welcomed members to the 38th meeting of the board and noted apologies. In
particular she welcomed Chantal Davies who was attending her first meeting as board
member and Dave Gilmore, the new head of communications and engagement.
2.
The chair noted that this would be the last meeting attended by Barbara Stephens, John
Ryan and Neva Haites, all of whom were rotating off the board. She also noted that ECU
had just been informed that Debbie McVitty would shortly be taking up a new job
outside of NUS and would therefore also be standing down.
3.
The chair asked those present to declare any conflicts of interest. None were declared.
Item 2 – Minutes of the last meeting
4.
Subject to a few minor amendments, the minutes of the last meeting held on 23 April
2015 were received.
Item 3 – Matters arising
5.
There were no matters arising.
Item 4 – Board matters
6.
The company secretary tabled an updated version of papers ECUB 15/15 and ECUB
15/15a, which detailed the various appointments and reappointments to resolve due to
the annual rotation of members.
7.
The board approved the appointment of Chantal Davies, senior lecturer and director of
the forum for research into equality and diversity, University of Chester, for her first
three-year term. It was noted that Chantal would replace Barbara Stephens, who was
retiring at the close of the meeting due to having served two consecutive terms of
office. The board also approved the appointment of Cara Aitchison, vice chancellor,
University of St Mark and St John, for her first three-year term as a new GuildHE/UUK
nominee. It was noted that Cara would replace John Ryan, who was retiring at the close
of the meeting due to having retired from the University of Worcester. The board also
approved the appointment of Nigel Seaton, vice chancellor, Abertay University, for his
first three-year term as the new Universities Scotland nominee. It was noted that Nigel
would replace Neva Haites, who was retiring at the close of the meeting due to other
commitments. Lastly, the board approved the appointment of David Malcolm, assistant
director, NUS, for his first three-year term as the new NUS nominee. It was noted that
David would replace Debbie, who was retiring at the close of the meeting due to other
commitments.
8.
The board also approved the reappointment of Margaret Ayers for a second three-year
term recommended by the nominations committee, and Patrick Johnson, also for a
second three-year term recommended by the nominations committee.
9.
The company secretary noted that due to Barbara leaving the board and Nicola Arnold,
co-opted member of the audit and risk committee, standing down due to other
commitments, she was looking to replace both as soon as possible. She noted that this
was in hand and the committee would be full complement again by the September
meeting. This meeting has since been postponed to December. There was no change to
membership of the remuneration or nominations committees.
Item 5 – Chief executive report
10. The chief executive presented his report and made specific reference to the following:
= Pfizer sponsorship – following confirmation from Pfizer that they would sponsor the
Athena SWAN 10th anniversary event at the Science Museum in London, which was held
in July, and an indication that they would also be interested in supporting other ‘more
meaningful’ programmatic activity, the chief executive reported that Jack Watters of
Pfizer had tragically and unexpectedly died. He posthumously thanked Jack for his
support to date, and noted that they would be picking things up with colleagues from
Pfizer.
= Business plan 2016-20 – the business plan would be considered at a meeting of HEFCE’s
executive group on 28 July. In parallel, the Scottish Funding Council had confirmed that
ECU would receive increased funding for three years from August 2015 and in Wales,
ECU would continue to receive funding at the current levels until July 2016. Indications
were that GuildHE and Universities UK, would also both continue to fund ECU at the
same levels.
= Athena SWAN – the board was delighted to hear that the charter now covered arts,
humanities, social sciences, business and law. The chief executive noted that there had
been good media coverage, which would hopefully ameliorate some of the continuing
misunderstanding.
11. The head of policy noted that a programme of events, publications and activities would
be presented to the board in October. ACTION: GL
12. The company secretary drew attention to the organisational chart for information and
noted that the board should not take growth as an indication of increased capacity, the
team was fully stretched and working hard.
13. The chief executive report and associated annexes were accepted without further
comment.
Item 6 – ECU post-2015
14. The Chief Executive reported that the consultation on the proposed subscription model,
to which 71 HEIs in England and Northern Ireland had responded, had closed. The key
themes drawn out from the analysis were: that ECU must not be complacent and would
need to change its services and how it delivers them to meet subscriber demands,
needing to deliver a more personalised service, possibly adopting an account
management model. In addition, proposed fees were unrealistic and needed revisiting
and more should be included in the offer, such as Athena SWAN submission fees,
training and consultancy. Overall, there would need to be significant improvements to
customer service, with possible establishment of service level agreements. There had
also been significant concerns raised about the proposals to make Athena SWAN part
and parcel of the offer, rather than HEIs having the opportunity to subscribe to it
separately.
15. The consultation, which had also been the subject of the recent staff away day in May,
was followed by two focus groups in June in which attendees were invited to give their
opinions on: possible approaches to account management, suitable mechanisms for
greater input into ECU’s work, how ECU can maximise its impact in the sector, steps it
can take to demonstrate value for money, accountability and transparency and service
expectations as a result of the new funding environment. They also explored the idea of
creating a meaningful, long-term partnership with institutions.
16. All the data from the consultation and focus groups had been analysed by the research
team and responses to the majority of the themes raised incorporated into the
subscription offer. Two half days were scheduled with staff for the communications
team to run through the subscription offer before it launched later in July, with
marketing packs following in August/September. It was hoped that the online portal
would be live from October and invoices would be issued to institutions as and when
HEIs confirmed their intention to subscribe.
17. The head of policy noted that it was ECU’s intention to establish an account
management model, whereby institutions would be split up in accordance with type and
allocated to a member of staff to oversee. He envisaged that the majority of senior
policy advisers and equality charters advisers would take on an account management
function, which was likely to equate to 20% of their role. A paper regarding this would
be circulated to staff for comment shortly.
Item 7 – Governance in the new model
18. The chair of the board noted that given the change in funding environment, the
requirement for the funders’ forum, which is currently run by HEFCE and meets twice
annually, would be much diminished moving forward, although UUK, GuildHE, SFC and
HEFCW would still hold funder status for the foreseeable future.
19. A full discussion ensued regarding the continued existence of the forum, during which
the following points were made and questions raised:
= gear up to listen to majority of stakeholders who will become subscribers
= ensure subscribers have the opportunity to feedback and remain informed
= existing stakeholder agencies equality forum might suffice
= reporting mechanisms already agreed with SFC and HEFCW
= what is accountability to GuildHE and UUK
= subscriber nomination or could this be delegated to UUK/GuildHE?
= if board comfortable, sector will be
= need to interact with and keep customers happy
= could move to an annual cycle with a subscriber event
= could establish a subscriber forum or use admin-eo mailing list.
20. The HEFCE representative said he was not aware of any ongoing discussions in this
regard, although he acknowledged that ECU’s relationship with HEFCE would be
different.
21. It was agreed that there was a significant distinction between funders and subscribers
and that ECU should take their lead from what others do. The company secretary agreed
to consult fellow directors of resources at sector agencies to see what they have in place
and report back. ACTION: JA
22. Following the meeting the UUK representative confirmed that UUK would be content for
this to be stepped down. In terms of accountability, they would not wish to impose
onerous accountability measures on ECU and were happy to continue to engage directly
with ECU regarding funding.
Item 8 – ECU’s remit
23. The proposed revisions to the charitable object, which were discussed and agreed at the
board meeting on 27 January 2015, finally received approval from the Charity
Commission on 20 May 2015. Together with Mike Wilkinson, co-opted member of the
audit committee, the company secretary had reviewed the Articles for any other minor
amendments and the revised Articles, incorporating the new charitable object, were
presented, together with a written resolution, for the purposes of formalising the
changes.
24. The company secretary noted that she had already served the required 21 days’ notice
to the appropriate representatives at UUK and GuildHE, in preparation and now sought
final approval from the board to effect these changes.
25. The board agreed that the proposed changes to the Articles of Association be approved
and adopted in substitution for and at the exclusion of the existing Articles of the
Company. The board also considered the draft written resolution, noted its terms and
approved the resolution. The Articles would be amended accordingly and the
appropriate filings made. ACTION: JA
Item 9 – Financial matters
26. The company secretary noted that the annual report and financial statements for the
year to 31 March 2015 presented, together with the post audit report and letter of
representation, had been reviewed by the audit and risk committee at its meeting on 25
June. A copy of the audit and risk committee annual report, formally recommending
board approval of the documents, was also presented.
27. The chair commended the report and invited comments.
28. Subject to correction of a minor typo in the audit and risk committee annual report, the
annual report and financial statements for the year to 31 March 2015, and the
accompanying post audit report, letter of representation and audit and risk committee
annual report, were received and accepted without further comment. The
documentation would be signed by the chair immediately following the board meeting
and return to the auditors for filing with Companies House, the Charity Commission and
the Office of the Scottish Charity Regulator. ACTION: JA
Item 9 - Audit and risk committee matters
29. The company secretary presented the minutes of the meeting held on 25 June 2015,
drawing particular attention to the following:
= HEFCE’s annual risk assessment letter (minutes 11-14) – this was tabled at the meeting.
As had been the case in previous years, HEFCE’s overall assessment at the time was that
ECU was currently ‘not at higher risk’. The company secretary reiterated the discussion
which took place at the audit committee meeting around ECU’s concerns that the letter
did not adequately reflect any acknowledgement and management of the risk by ECU.
This had been noted verbally with HEFCE and was formally noted at the board meeting.
= Annual report and financial statements (minute 22) – the company secretary noted the
discussion which took place at the audit committee meeting regarding overspend and
governance.
= Redundancy enhancement (minute 37) – the company secretary reported that she had
presented two scenarios to the audit committee in June and sought a recommendation
from the committee to the board that a policy be implemented based on the uncapped
version. A draft policy was tabled at the board meeting. The policy was agreed subject
to the JNCHES representative having scope to feedback on it specifically, before
implementation. ACTION: MM/JA
= Reserves policy (minute 38) – the company secretary reported that the current reserves
position was somewhat below the six months detailed in the policy and she had
therefore, in June, sought a recommendation from the audit committee to the board to
reduce this from six months to three months operating costs, in line with the current
trend for organisations such as ECU. A revised reserves policy was therefore presented
at the board meeting and formal approval given without further comment. ACTION: JA
= Committee membership (minute 36) – the company secretary reiterated that
membership of the audit committee would be changing due to Barbara and Nicola
standing down. She would liaise with the chair of the committee accordingly and keep
the board updated. ACTION: JA
= Value for money (minute 39) – the company secretary referenced the discussion which
had taken place at the June audit committee regarding the draft value for money policy.
Given that the original request to this document had come from the funders’ forum and
the change in funding model would result in a different relationship with HEFCE moving
forward, she had sought further clarity from HEFCE in this regard. HEFCE had agreed
that there was no longer the need for ECU to worry about meeting HEFCE’s
requirements and it should therefore adapt the document to meet the organisation’s
needs. Work on this would be progressed alongside ongoing work on transparency and
accountability in preparation for ECU’s change in funding model. ACTION: JA
30. Board members reviewed the ECU and Athena SWAN risk registers and cash flow
presented. All documents were received without further comment.
Item 10 - Any other business
31. The chair of the board took the opportunity to thank Barbara and Debbie in person for
their valuable contribution to date and also thanked John and Neva, who were not
present.