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Minutes _DOC_ - FIFTEENTH MEETING OF THE BOARD OF DIRECTORS

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					          SIXTEENTH MEETING OF THE BOARD OF DIRECTORS


Unconfirmed minutes of the meeting held on Thursday 28 June 2007 at 10:00 in
the UUK Boardroom, Woburn House, London.

1.    Present

1.1   Directors
      Professor L Wagner (Chair)
      Mrs C Baume
      Professor J Beer
      Professor B Burgess
      Dr L Elvidge
      Professor P Goodhew
      Professor B King
      Mr D Thomas
      Professor D Willcocks

      Observers
      Dr L Beaty (HEFCE)           (until 12.20)
      Ms H Bowles (Guild HE)
      Dr B Harvey (SFC)
      Ms F Hoban (UUK)
      Mr P Williams (QAA)

      In Attendance
      Ms J Clarkson
      Mr H Colley
      Ms J Heffernan
      Mr S Mackney                 (until 12.00)
      Ms J Pither
      Professor P Ramsden
      Mr D Sadler
      Mr A Shenstone
      Mr M Wilkinson (Secretary)

      Apologies for Absence
      Mr G Attle
      Ms L Challis
      Professor P Gummett (HEFCW)
      Mr N Hammond
      Ms S Logue (DELNI)
      Professor J Simons
      Mr W Streeting
      Professor R Trainor
      Mr E Wooldridge (LFHE)

1.2   The Chair welcomed Mr Shenstone of Oakleigh Consulting, in attendance for
      agenda item 5 and to observe the meeting; and Mr Wilkinson, the newly-
      appointed Company Secretary.


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2.    Declaration of Interest

2.1   The Chair indicated his interest in agenda item 8; Professor Burgess in item 9;
      Mrs Baume in items 6 and 17; and Dr Elvidge and Professor Goodhew in item
      17.

3.    Minutes of the meeting of 29 March 2007

3.1   It was

      RESOLVED (HEABD 18/07)

              That, subject to the addition of Mr P Williams to the list of Observers
               present, the minutes were a true and accurate record of the meeting of 29
               March 2007 and be signed by the Chair.

4.    Matters Arising

4.1   Self Evaluation Document (minute 6)

      The Board noted action taken by the Chair under resolution HEABD 09/07 and
      that the final document had been sent to Oakleigh Consulting on 8 May 2007.

4.2   The Academy’s response to HEFCE’s Consultation on Nomination and
      Appointment Processes (minute 11)

      The Board noted action taken under resolution HEABD 12/07 and received a
      copy of the response.

5.    Oakleigh Consulting Independent Evaluation of the Academy

5.1   Mr Shenstone of Oakleigh Consulting Ltd addressed the Board. He reported on
      the consultation process that had already commenced, including meetings with
      individual Board Directors, and thanked the Academy for its support and co-
      operation. Noting that Oakleigh was at a very early stage in the process, Mr
      Shenstone gave a flavour of the issues under consideration and the wide
      spectrum of observations being received.

6.    Chief Executive’s Report and Final Quarter Operational Plan Report

6.1   The Chief Executive amplified the following aspects of his written Report:

              the great success of the first annual lecture;
              a proposed programme of work on employer engagement, including
               collaborative work with QAA;
              strong support for the work of the Academy at the second Scottish
               subscribers’ meeting on 24 May;
              ‘Times Higher’ coverage of the creation of the Academic Council;
              two new Chairs of the NTFS selection panels; and thanks to Professors
               Finch and Trainor for their previous work; and
              funding partner relationship with the IPPR’s forthcoming review of the
               Future of Higher Education.
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6.2   The Chair and several others commented on the need to ensure that the
      Academy did not become associated with IPPR in a ‘badging’ relationship. The
      Academy’s emphasis should be restricted to the student learning experience.

6.3   Responding to the Chair of the Finance and General Purposes Committee, the
      Chief Executive reported that some of the intended employer engagement work
      was funded within the new budget but that there were ongoing discussions with
      HEFCE concerning possible additional funding.

6.4   The Board noted that there had been three letters in total concerning the
      proposed Academic Council.

6.5   The Chair reported that there had been a failure to appoint to the post of Director
      (Institutions).

6.6   The Chief Executive drew attention to the innovation in colour coding activities
      under ‘Red’ (high priority), ‘Amber’ (medium) and ‘Green’ (low) for management
      under the annual operational plan, fourth quarter. In addition, projects needing
      re-prioritisation had been coded ‘R’. No activities had been coded as ‘Red’. He
      commented that the overall picture presented was one of being ‘well on track’.

6.7   There was discussion of the ‘Amber’ coding of ‘E Learning’ and of the position
      regarding the Director (Institutions) vacancy.

6.8   The Board received the Academy’s Operational Plan 2006/2007 fourth quarter
      report.

7.    Amendments to the Articles of Association

7.1   The Secretary introduced the covering report, noting that the drafting of the
      revised Articles had been driven in large part by the need to provide for the
      changes arising from the work of both the Implementation Working Group and
      the Constitutional Working Group and from the decisions taken arising from the
      outcome of the consultation on the future of the register of practitioners. He drew
      particular attention to the ‘Question’ raised at section 3 of the Report.

7.2   Two typographical errors were noted.

7.3   The Board

      RESOLVED (HEABD 19/07)

            Not to add an additional section on professional recognition; and
            Subject to the removal of any remaining typographical errors, to approve
             the amended Articles of Association, as now received, for
             recommendation to UUK and GuildHE.

8.    Chair’s Remuneration

8.1   The Chair left the meeting for this item and Professor Burgess took the Chair.


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8.2    It was

       RESOLVED        (HEABD 20/07)

               To approve continuation of the Chair’s remuneration at the rate of £1,545
                plus 2.7% gross per month for the period 1 April until 31 July 2007.

8.3    The Chair returned to the meeting.

9.     Appointment of New Chair

9.1    Professor Burgess left the meeting for this item.

9.2    The Secretary introduced the report advising on action further to decisions taken
       under resolution HEABD 17/07 at the 29 March meeting.

9.3    The Board

       RESOLVED (HEABD 21/07)

               To adopt the recommendation of members of the Nominations Committee
                and to appoint Professor Bob Burgess to serve as Chair of the Board
                from 1 August 2007 until the conclusion of the November 2008 Annual
                General Meeting.

9.4    Professor Burgess returned to the meeting and was congratulated by the Board.

10.    The History, Classics and Archaeology Subject Centre Review

10.1   The Director (Networks) introduced the report, updating the Board. He
       commented on:

               recommendations from the informal Working Party established by the
                HCA Advisory Board;
               strong interest in the issue from the various subject associations;
               likelihood of continuing press interest; and
               the external evaluation undertaken by Professor Gordon and Mr Boon of
                the University of Strathclyde.

10.2   The Board noted that the external evaluators’ report was confidential to the
       Director (Networks) and that it contained proposals for remedial action, including
       eight possible options.

10.3   In response to questions, the Director (Networks) advised that the matters raised
       and the reports produced had identified both specific and generic lessons for
       attention. He commented that there are other distributed Subject Centres that
       work well.

10.4   There was comment on the particular challenges that must face multi-institution
       Subject Centres, i.e. relating to geography, disciplines and people. The relative
       importance of those could be significant in this case.


                                                                                           4
10.5   The Chair stressed that the decisions to be made were ones for the Chief
       Executive and the senior executive group. The role of an advisory group should
       be limited to advice on any questions of structural relationships within Subject
       Centres and to the Academy.

10.6   It was

       RESOLVED        (HEABD 22/07)

               To appoint Dr Elvidge, Professor Goodhew and Mr Thomas as members
                of a short-term advisory group;
               Terms of reference to be determined by the Chair of the Board; and
               The Director of Finance and Corporate Services to liaise with the Chair of
                the Audit Committee if any audit work is required.

11.    The Higher Education Academy Strategic Plan 2008/2013

11.1   The Chief Executive advised of the intention for the Strategic Plan to be as
       simple, practical and straightforward as possible. He emphasised the importance
       of credibility, impact and value for money of all the Academy’s interfaces with the
       sector. In commenting on the draft structure of the Strategic Plan, he stressed
       the environmental analysis, the SWOT and the key challenges that had been
       identified. He also flagged the need to ‘evidence’ the Academy’s impact and
       questioned whether there should be some ‘visioning’ of where the Academy
       should stand in five years time. Finally, there was the question of the resource
       base and whether the Academy should move to deepen rather than widen its
       engagement.

11.2   Comments raised in the ensuing discussion included:

               if aspiring to be an international leader, there should be evidence of
                international evaluation;
               references to ‘MEASURED BY’ under ‘Goals’ will require the
                development of relevant performance indicators;
               current resources are very tight and the Academy must not accept other
                organisations’ demands without contingent resources. Aspirations must
                be balanced with realism about resources;
               envisioning the higher education sector in five years and the Academy’s
                relationship to that will require work alongside the Strategic Plan;
               the Academy has to ensure the message of the relevance and
                importance of its role is transmitted effectively; and
               the issue of the sector’s assessment of teaching and learning and its
                place – alongside research – in the academic promotion process.

11.3   The Board received the draft structure and noted that the draft full version of the
       Strategic Plan would constitute the major business for the Board at its November
       meeting.




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12.    The Higher Education Academy Operational Plan 2007/2008

12.1   In introducing the final year operational plan within the Academy’s first strategic
       planning exercise, the Deputy Chief Executive commented on the tight
       resourcing of the 2007/08 plan.

12.2   The Board

       RESOLVED (HEABD 23/07)

               To approve the Academy’s operational plan for 2007/2008.

13.    Annual Budget 2007/2008

13.1   The Board received and considered the draft budget as recommended by the
       Finance and General Purposes Committee. The Director of Finance and
       Corporate Services commented that the budget total of c.£30m had peaked
       because of e-learning ring-fenced income. The low level of contingency funds
       and the significant element of ring-fenced funds were noted.

13.2   The Board

       RESOLVED (HEABD 24/07)

               To approve the annual budget for 2007/08.

14.    Performance Related Pay Arrangements 2007/2008

14.1   The Director of Finance and Corporate Services introduced the papers and the
       proposals which had been considered and were recommended by the Finance
       and General Purposes Committee.

14.2   Some concern was raised about the Academy rewarding ‘Good’ rather than
       ‘High’ performance and whether the objectives were sufficiently stretching. Lack
       of sufficient rigour might lead to institutional complacency.

14.3   The Chair commented on the application of a lower percentage to the
       performance element. Nevertheless, he asked that the points raised be
       considered in the development of proposals for 2008/2009.

14.4   It was

       RESOLVED (HEABD 25/07)

               To note the communication arrangements for staff; and
               To approve the recommendations of the Finance and General Purposes
                Committee in respect of performance related pay for 2007/2008.




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15.    Institutional Policy – Fees and Services

15.1   On the advice of the Finance and General Purposes Committee, the Board
       considered papers addressing proposed services to subscribers and an increase
       in annual institutional subscriptions; and eligibility of types of organisation for
       subscription to the Academy’s services.

15.2   During a wide-ranging discussion, the following issues were raised:

             clarity about the level of access to Subject Centre services by all HEI’s,
              i.e. without subscription;
             provision to further education corporations offering HE programmes;
             some ‘core services’ cannot be refused to non-subscribers (e.g. NTFS);
             institutions choosing not to subscribe could be regarded as not ‘taking
              seriously’ the teaching/learning agenda;
             any significant number of non-subscribers would raise ‘credibility’
              questions for the Academy;
             the views of organisations such as QAA and NUS regarding any non-
              subscribers.

15.3   In the light of the discussion the Board

       RESOLVED (HEABD 26/07)

             To refer back to the senior executive group for re-consideration and
              representation to the next meeting of the Board; and
             That all Directors and Observers be invited to send further comments to
              the Chief Executive.

16.    Change of Company Secretary

16.1   The Board

       RESOLVED (HEABD 27/07)

             To confirm the appointment – on an interim basis – of Mr M Wilkinson to
              serve as Company Secretary with effect from 1 June 2007.

17.    Board Membership

17.1   Mrs Baume, Dr Elvidge and Professor Goodhew left the meeting for this item.

17.2   The Chair informed the Board that he was making the co-option proposal after
       discussion with Professor Burgess

17.3   The Board

       RESOLVED (HEABD 28/07)

             To co-opt a retiring Council member to the Board, as now suggested, and
              to agree the proposed election procedure.

                                                                                           7
17.4   Mrs Baume, Dr Elvidge and Professor Goodhew returned to the meeting.

18.    Committee Membership

18.1   The Secretary spoke to the detail of his report with particular emphasis on the
       various options outlined for the appointment of Directors drawn from the
       Academic Council.

18.2   The Board

       RESOLVED (HEABD 29/07)

             Not to fill the vacancy (vice Mrs Baume) in membership of the Audit
              Committee until the November meeting of the Board;
             For the 31 October meeting of the Audit Committee only, to reduce its
              quorum requirement from three to two members;
             That one of the vacancies in membership of the Finance and General
              Purposes Committee (vice Dr Elvidge or Professor Goodhew) be filled
              after consideration by the Nominations Committee and subsequent
              delegated decision by the Chair of the Board;
             That the position of Chair of the Finance and General Purposes
              Committee – vacant from 1 August consequent upon Professor Burgess
              becoming Chair of the Board from that date – be filled after consideration
              by the Nominations Committee and subsequent delegated decision by the
              Chair of the Board;
             That the necessary elections/appointment to fill the vacant places in
              membership of Academic Council, as now reported, be conducted to a
              timescale that both takes account of the summer vacation period and
              enables the first meeting of Academic Council to be held prior to the
              November meeting of the Board;
             That the appointment of the Chair of Academic Council – to serve for
              twelve months in the first instance – be made after consideration by the
              Nominations Committee and subsequent delegated decision by the Chair
              of the Board;
             That the terms of reference of Academic Council be approved;
             That the Board consults Academic Council with its intention to appoint
              four Directors from the membership of Academic Council as follows, viz:-
              one Fellow, the National Teaching Fellow, one Subject Centre Chair or
              Director and one person drawn from the DVC/PVC/VP network;
             That if Academic Council accepts the Board’s stated intention, elections
              be held by the Academic Council for the three categories where there
              may be more than one candidate – so that the four Directors drawn from
              Academic Council may attend the November meeting of the Board;
             That if Academic Council does not concur with the Board’s intention and
              wishes to propose an alternative, then the Board consider the matter at its
              November meeting and there would be no Directors drawn from
              Academic Council at that meeting;
             That the four Directors drawn from the membership of Academic Council
              be appointed to serve until the Board’s annual meeting in November
              2009;


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             That the method of appointment of the four Directors drawn from
              Academic Council be for this cycle only and be reviewed prior to the
              2009/11 appointment cycle;
             That the second student member of Academic Council be appointed after
              consultation with the National Postgraduate Committee and to serve until
              the Board’s annual meeting in November 2009; and
             That the Chair of the Board determines the date of the first Academic
              Council meeting in the light of the evolving arrangements for the
              elections.

19.    Changes to the Academy’s Bank Signatories

19.1   The Director of Finance and Corporate Services having reported, it was

       RESOLVED (HEABD 30/07)

             To approve the removal of Claire Mortimer from and addition of Sean
              Mackney, Lee Harvey and the Director (Institutions) to the list of
              authorised signatories; and
             To instruct the Director of Finance and Corporate Services to explore with
              the Royal Bank of Scotland whether future changes to the Academy’s list
              of authorised bank signatories can be transacted through the Finance and
              General Purposes Committee, rather than the Board, in future.

20.    Update on Student Learning Experience Reviews

20.1   The Director (Networks) reported, drawing attention to the Steering Group
       Chaired by Professor King; good progress made in the pilot reviews; a clearer
       understanding of the risks attached to the programme; and the report structure
       for use across all three pilot student learning experience reviews.

20.2   The Board noted that the target date for completion of the pilot reviews remained
       as Spring 2008.

20.3   It was agreed that the minutes of the Steering Group be circulated to the Board.

20.4   The report was received.

21.    Accreditation Progress Report

21.1   The Director (Institutions) introduced the report, commenting on the significant
       progress made in implementing the November 2006 strategic review
       recommendations as endorsed by the Board in January 2007. He commented
       on the development of two main ‘routes’ to accreditation – programmes or
       schemes; and support from the focus groups convened in May.

21.2   The Board noted the support arrangements that are being put in place through
       accreditor training days, workshops for groups of institutions and planned
       resources to support institutions.

21.3   Responding to a question, the Director (Institutions) confirmed that there will be a
       member of staff to assist this work with specialist institutions.

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21.4   The report was received.

22.    Report from the Council (23 May 2007)

22.1   In the absence of the Chair of Council, the Chief Executive introduced the report.
       He thanked Professor Simons for her chairing of the Council.

22.2   The Board agreed that the Chair of Council should write to all its members,
       thanking them for their contribution to the work of the Academy.

22.3   The Board received the minutes of the 1 March and 23 May meetings of the
       Council.

23.    Report from the Finance and General Purposes Committee (12 June 2007)

23.1   The Board received the minutes of the Finance and General Purposes
       Committee.

24.    Report from the Audit Committee (18 May 2007)

24.1   The Board received the minutes of the Audit Committee and the appended Risk
       Register.

25.    Any Other Business

25.1   There was none.

26.    Chair’s Remarks

26.1   The Chair noted that this had been his final Board meeting. He commented that
       a great deal had been achieved over the past almost four years and that there
       was a great deal more in progress. Board colleagues had made a superb
       contribution and he thanked them all, as well as the Chief Executive and all his
       staff. He wished the Academy well for its challenging and exciting future.

26.2   The Board and the Chief Executive expressed their warmest appreciation for
       Professor Wagner’s leadership and contributions to the Academy.

27.    Date of Next Meeting

27.1   Tuesday/Wednesday 13/14 November 2007, 24 hour ‘away day’ in Edinburgh.


       The meeting closed at 12.55

       ………………………………… (signed)                       ………………………… (date)

       Professor B Burgess
       Chair


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