21 NOVEMBER 2008

            Present:          Dr A Mawson (Chair)
                              Mr C Wells (Deputy Chair)
                              Mr U Ali
                              Mr T Britten
                              Mr N Collins
                              Ms L Doyle
                              Mr J Greenough
                              Prof M Harloe
                              Prof R Howard
                              Mr M Webber
                              Mr J Willis

            Apologies:        Prof M Bull
                              Ms F Goodey
                              Cllr W B Pennington
                              Mr N Renfrew
                              Ms B Spicer
                              Dr C Tyler

            In attendance: Dr A Graves (Registrar and Secretary)
                           Prof G Aouad (Pro-Vice-Chancellor, Research and Innovation)
                           Mr S Attwell (Executive Director of Finance)
                           Mr A Lewis (Executive Director of Information and Learning Services)
                           Prof B Longhurst (Executive Dean, Faculty of Arts, Media and Social Sciences)
                           Prof G Nicholls (Pro-Vice-Chancellor, Academic)
                           Prof C Pine (Executive Dean of Faculty of Health and Social Care)
                           Prof J Powell (Pro-Vice-Chancellor, Enterprise and Regional Affairs)
                           Prof L Wood (Executive Director of Enterprise and Development)
                           Mr P Hopwood (Director of Planning and Performance)
                           Mr A Meachin (Director, Occupational Health and Safety Services, item
                           COU.08.60 only)
                           Mr N Molyneux (Director, Effective Health and Safety Management Ltd, item
                           COU.08.60 only)
                           Mr M Rollinson (Head of Governance Services Unit and Deputy Secretary)

            Apologies for:    Mr F Benton (Executive Director of Estates and Property Services)
            absence from      Prof S Donnelly (Executive Dean of Faculty of Science, Engineering and
            those usually     Environment)
            in attendance     Prof K Kobbacy (Executive Dean of Faculty of Business, Law and the Built
                              Mr K Watkinson (Executive Director of Human Resources Division)


            Before the main business of the meeting, Council received a presentation from Mr Neil Molyneux,
            Director of Effective Health and Safety Management Ltd, on Good Governance in Health and
            Safety (Secretary’s note: materials made available during the presentation were copied and sent
            to those members unable to be present). The presentation included a strategic overview of the
            new Corporate Manslaughter Act, recently issued guidance on leading health and safety at work
            and a proposed strategic health check on governance of health and safety based upon the six
            principles of good governance contained in the Governance Standard for Public Services.


            The Council noted that the Strategic Leadership Team had considered health and safety at its
            most recent meeting and was committed to receiving a formal report at least twice a year. Council
            resolved that it should continue to receive regular updates on health and safety compliance
            issues to ensure that it was fulfilling its corporate responsibilities.

COU.08.61   MINUTES (COU/08/47)

            The minutes of the meeting held on 16 October 2008 were confirmed as a correct record.


            The Vice-Chancellor reported as follows:

            1. Student Registration Numbers

                The latest data indicated that there were over 21,000 registered students, with particularly
                strong growth in the home and overseas full-time postgraduate market. However, there were
                still over 2,000 students with no financial plan for repayment of fees and this issue was being
                addressed as a matter of urgency. Other issues relating to the HESA return and possible
                clawback of funds were dealt with elsewhere on the agenda.

                It was noted that the definitive number of registrations would not be known until after 9
                December 2008, the date of the HESES return. Council agreed that, whilst it was useful to be
                presented with comparative data before this date, data of this kind needed to be treated with

            2. SMS Messaging Service

                An SMS messaging system was about to be launched which would allow Faculties and
                Schools to notify all registered students of changes to lectures, timetables and rooms. This
                would be a managed service operated by the University in conjunction with a third party,
                exploiting the Broadband virtual learning environment. There would be an option to expand
                the system to other areas such as marketing and business contacts, subject to conditions.

            3. 2009 Pay Negotiation Consultation Process

                The University had received confidential advice from the Universities and Colleges Employers
                Association (UCEA) on communications relating to 2009 pay negotiations and managing
                industrial action. UCEA had requested that institutions advise on an indicative basis whether
                they intend to participate in collective pay negotiations in 2009. UCEA had advised
                institutions of the implications of following the UCEA Code for participating institutions and had
                also recommended that staff be advised of institutional policy on managing industrial action
                before the end of November (see 4 below).

                Council noted that SLT had confirmed their intention to participate in collective pay
                negotiations in 2009.

            4. Managing Industrial Action

                The University had also recently received confidential advice from Universities and Colleges
                Employer Association (UCEA) on Managing Industrial Action and Withholding Pay. The
                salient points of the advice were reported to Council.

                Council noted that Strategic Leadership Team had:

                i)    agreed the proposed approach for managing industrial action as recommended by UCEA;

                ii)   agreed that, before the end of November 2008, the Executive Director of Human
                      Relations should advise staff and trades unions of the institution’s policy on managing
                      potential industrial action.


                Council endorsed the approach to managing industrial action and pay regulations as set out in
                3 and 4 and agreed that a pay settlement significantly above the rate of inflation (as had been
                submitted by UCU) was totally unsustainable in the current economic climate.

            5. Research and Innovation

                i)    the Scoping Studies Conference had taken place, with more than 150 staff attending,
                      including the Chair and Deputy Chair of Council. The event had been engaging and
                      provoked a good debate about the strategic themes proposed by SLT (comments were
                      generally supportive). All reports and presentations from the event were now available on
                      the Research and Graduate College website;

                ii)   the Global Village Charity event exceeded its target of raising £10,000. Many Council and
                      SLT members had been present and the event raised money for a number of charities.

            6. Media City SDF Bid to HEFCE

                Further to the report to the last meeting of Council, a meeting had been held with HEFCE
                representatives. On HEFCE advice, the bid had been reduced from £10 million to £8 million
                (the latter sum would not require formal HEFCE Board approval). The revised draft would be
                submitted by 27 November 2008 and would enable further review and feedback to take place
                before final submission in January 2009.

                Generally, there had been positive feedback on the overall shape of the bid, and guidance
                given on key areas to emphasise in relation to added value, finance and risk. Stephen
                Heppell, an international expert in 21 Century learning, had agreed to act in an advisory

                Council endorsed the changes to the bid.

            7. Appointment of Media City Director

                John Holland had been appointed as Media City Director and would join the University in the
                New Year. Mr Holland had considerable experience in New Media (including mobile, IPTV
                and broadband internet) and in digital television. He had worked in the UK and internationally
                in both public and private sectors and had a track record in delivering complex projects for
                operators, broadcasters, brands and agencies. His career included wide-ranging experience
                in consultancy, branding, business development, management and sales and marketing. Mr
                Holland will report directly to the Vice-Chancellor in leading this important dimension of
                University strategy.

                Council members present were given a copy of the November Media City update.

            8. Media City Lease Agreement

                Council noted that the lease agreement of the Media City development had now been signed
                and was currently with the City Council for planning approval.

            9. Royal Television Society Award

                Council was delighted to note that the University had won the Best Newcomer award at the
                Royal Television Society Awards.

            10. University Website

                Council noted recent statistics relating to an increase in usage of the University website.


            The Registrar and Secretary provided an update on Project Headroom. In relation to Phase 1, the
            Registrar reported that:


            i)     the School of Community, Health Sciences and Social Care was on course to achieve the
                   volume of savings required through the voluntary redundancy process;

            ii)    good progress had been made in both the Salford Business School and the Information and
                   Learning Services Division, but it now appeared unlikely that the volume of savings required
                   could be achieved solely through the voluntary redundancy process;

            iii)   in relation to ii) above, the shortfall in numbers was relatively small (5.2 FTE);

            iv)    initial indications were that Phase 2 of the Project was on course and that the required
                   volume of savings would be achieved;

            v)     the SLT approach to the restructuring exercise was predicated on the need for sound and
                   defensible business cases from the Schools and Professional and Administrative Service
                   Divisions. Any variation to this, whilst superficially attractive on the grounds of pragmatism,
                   would be potentially damaging to the SLT position both now and in the future and would not
                   address the need to realign the skills base of Schools and Divisions.

            vi)    there had been a formal request from the Trades Unions to suspend Phase 1 on the grounds
                   that the proposed staff reductions would endanger teaching quality;

            vii) SLT advice was that savings were achievable and would not compromise teaching quality (a
                 view endorsed by the internal member of Council who had served on the Budget Review

            viii) staff identified for compulsory redundancy would still have the opportunity of applying for
                  voluntary redundancy and taking advantage of the more advantageous severance package;

            ix)    discussions about the timing of compulsory redundancies were still ongoing;

            x)     a significant percentage of the required savings could be achieved via vacancy management
                   and permanently disestablishing some current vacancies.

                   Council resolved:

            xi)    that Phase 1 of Project Headroom proceed to completion;

            xii) that the Redundancy Committee (established at its July 2008 meeting) should now be
                 convened so that it can be apprised of the current situation and consider criteria for
                 compulsory redundancy should that prove necessary.


            Council considered the financial statements for the year ended 31 July 2008, which were prefaced
            by an Operating and Financial Review as required by HEFCE.

            Council noted that, because of the issues emerging from the completion of the HESA return as set
            out in the report from the Audit Committee (COU/08/52) and in a separate report to Council
            (COU/08/51), a £1 million adjustment had been made to the accounts previously seen by Audit
            Committee. The University’s External Auditors were satisfied with the inclusion of the £1 million
            provision against possible HEFCE clawback (based on the HESA data submission made on 19
            November 2008) and this was reflected in the letter of representation to the External Auditors
            (COU/08/48). There had also been liaison with senior officers at HEFCE about the matter.
            Council noted that the University’s position at the edge of the agreed HEFCE contract range made
            it vulnerable to relatively small variances in student numbers. The University was committed to
            improving completion rates by enhancing the student experience and, in the shorter term,
            reviewing academic regulations in an effort to achieve greater congruence with the HEFCE
            definition of completion. Council noted that the results for the year still represented a considerable
            improvement over 2006-07 with a surplus (before loss on demolition of buildings) of £3 million
            against a deficit of £425,000 in the previous year. A positive net current asset position had been
            achieved for the first time since 2004 and cash balances at year end exceeded £26 million.


            Council resolved that the financial statements presented be approved.

            (NB – Mr N Collins asked that his interest as a non-executive Director of Salford Software,
            referred to in the accounts, be recorded.)


            Council resolved that the letter of representation to the External Auditors regarding the financial
            statements for the year ended 31 July 2008 be approved and signed by the Chair of Council.


            Council considered the financial forecast for 2008-12 which included a financial commentary on
            past performance and future prospects. Council noted that the general approach in the currently
            unstable economic climate was one of caution and prudence. Assumptions included an extremely
            modest increase in funding, student numbers maintained and an improvement in the contract
            range position through better completion rather than increased recruitment, no real increase in
            Research Assessment Exercise funding and current Retail Price Index predictions for salary and
            other inflation.

            Council noted that, in the past few days, contracts had been exchanged in relation to the sale of
            two of the student accommodation tower blocks. The sale would raise £11.03 million and
            completion of the deal was expected at the end of November. Council had previously given
            authority to management in relation to the sale of the tower blocks and resolved that
            management be authorised to sign additional documents in relation to the sale.

            Council considered the current situation in relation to treasury management and resolved that a
            paper be brought to a future meeting of Council, setting out criteria for direct investment in banks.
            In the interim, Council resolved to delegate authority to the Executive Director of Finance, in
            consultation with the Lead Member for Finance, to deposit up to £5 million with Lloyds TSB.

            Council resolved to approve the financial forecast, including commentary, for the years 2008-12
            for submission to HEFCE.


            Council received an overview report on the current financial situation, which included a statement
            of year end accounts, an update on current year accounts and information on Project Headroom
            and the sale of the two tower blocks.


            Council received a report on the situation in relation to the HESA return and financial implications
            and noted that this had been considered under COU.08.64 above.


            Council received the report of the meeting of Audit Committee held on 3 November 2008. Council
            noted that it had already acted upon the recommendation of Audit Committee to approve the
            financial statements, subject to resolution of the issues relating to the HESA return and HEFCE

            Council resolved to:

            i)     approve the internal audit report as presented to Audit Committee;

            ii)    approve the Annual Assurance Return to HEFCE, which had been amended as requested by
                   Audit Committee;

            iii)   approve the Audit Committee Annual Report which had been amended as requested by Audit



            Council received a brief presentation from its Students’ Union members, Mr U Ali and Mr M
            Webber (Secretary’s note: copies of the presentation were subsequently made available to
            members). The presentation focused on proposed changes to the Sabbatical Officer structure,
            whereby Vice-Presidents would be appointed for each Faculty rather than for generic areas of
            activity and on the Students’ Union Evaluation Initiative, a mechanism designed to improve
            services and activities delivered. Council noted their appreciation of the presentation and the
            proposed changes.


            Council noted the report of Nominations and Governance Committee held on 17 November 2008.


            Council received a brief report on the scheduling (and more specifically, the start times) of future
            Council meetings. Council resolved that all members be contacted for their views on the most
            appropriate time for the commencement of Council meetings and, on the basis of this consultation,
            action taken by the Chair as appropriate.


            Council considered a report which included the paper on priority risks as seen by Council at its
            previous meeting on 16 October 2008 and a draft, revised risk register prepared by the Director of
            Planning and Performance which was aligned to the five strategic goals emerging from the work
            on the University Strategy. The current situation in relation to the Strategy had been shared with
            Council members at the Retreat session on 20 November 2008.

            Council noted that the work on the risk register was still at a formative stage and would be
            accompanied by similar work on key performance indicators to ensure alignment and integration
            with the developing vision and strategic framework. Council commended the work that had taken
            place to date and noted that it would receive further iterations as the work developed.


            Council received the report on Operating Performance Indicators for the quarter ending on 31
            October 2008, noting that work on the future composition of key performance indicators was in
            development (see COU.08.73 above).


            Thursday 12 February 2009 – time to be confirmed, following consultation with members as set
            out in COU.08.72 above.

            (NB – to ensure adherence to the proportionality element of the quoracy requirements for Council
            meetings, all resolutions were passed by six independent and four internal members of Council.)


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