ASTON UNIVERSITY
Minutes of the 255th COUNCIL meeting, Wednesday, 12th December 2007.
PRESENT:
Mr Geoffrey John (in the Chair)
Mr John Bailey
Mr Michael Farrell
Mr David Harrison
Dr Anna Hine
Mr Mike Kavanagh
Dr Pam Moores
Mr Glyn Pitchford
Mr Mike Russell
Dr Tony Sweeten
Professor Julia King
Mr Matt Daley
Professor Martin Griffin
Dr Helen Higson
Dr Elspeth Insch
Professor Ashok Kochhar
Dr John Parnaby
Mr Dilly Rehal
Dr Peter Seville
Dr Richard Whittington
APOLOGIES:
Dr Christine Braddock
Dr Ged Fisher
Professor Alison Halstead
Professor Graham Hooley
Mrs Ann Spooner
Mr Peter Wall
Dr John Edwards
Dr John Fletcher
Dr Derek Harris
Professor Yvonne Perrie
Mr Paul Spooner
Professor Mike West
BY INVITATION
Mr Stephen Braithwaite
Mr Richard Morris
Mr Neil Pountney
(Emprima)
(for items 07/226-228): Mr Jason Poole (Mills & Reeve)
IN ATTENDANCE:
Mr Stewart Comfort
Mr Garry East
Mr Richard Middleton
Mr Fahri Zihni
Mr Guppy Dhariwal
Mr Gareth Evans
Ms Sheila O’Neal
WELCOME
07/194
Ms Sheila O’Neal, who had recently taken up appointment at the University
as Director of Development, was welcomed to the meeting.
DECLARATIONS OF INTEREST
07/195
There were no new declarations of interest from members of the Council, or
from those in attendance, with respect to any agenda items.
MINUTES
07/196
The Minutes of the 254th meeting of the Council, held on 31st October 2007,
were approved, and were signed by the Chairman as an accurate record,
subject to noting that Dr Ed Doolan had, in fact, relinquished his
membership at the end of the session 2006/07 and, consequently, that his
name should be removed from the Minutes under the heading of ‘Absent’.
MATTERS ARISING
M07/151(iv) Future structure of committees of the Council
07/197
It was reported that the Council of the Guild of Students had recently
approved the establishment of a Review Group to consider and report on
the Guild’s arrangements for governance. In part, the need for this had
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arisen following the identification of certain revisions to the Constitution of
the Guild that would be required as a consequence of recently-agreed
changes to the University’s committee structure and in the Guild’s defined
relationship with the University. It was further noted, however, that the
Review Group would also focus its work with a view: to ensuring good
practice in the Guild’s governance more generally; to setting in train
governance arrangements that could further assist the Guild in being
representative of its members, as well as an influential and a beneficial part
of the student experience at Aston; and to advising the University on such
steps as might be considered necessary with respect to the Guild’s position
in the light of the forthcoming Charities Act (to be introduced in 2009).
The Deputy Secretary, and one other University representative, would be
serving on the Review Group, and reports on the Group’s progress were to
be made by the President of the Guild at future meetings of the University
Council.
ACTION: President of the Guild of Students/Deputy Secretary
RESTRUCTURING OF THE COUNCIL
07/198
The Council considered, on reference from the Nominations Committee,
Papers CO/07/47 and CO/07/47(a), containing recommendations for
appointments to the lay Class of restructured Council membership.
07/199
It was noted that, following approval by the Council, at its meeting on 13th
June 2007, of proposals for restructuring the Council’s scheme of
membership, the Nominations Committee had met on four occasions - on
17th July, 4th September, 24th October and 21st November 2007 - to discuss,
for onward transmission to the Council, how the lay Class (which would
henceforth comprise twelve members, excluding the Chancellor and the
Pro-Chancellor, and which would need to include at least one Aston
graduate) might be populated upon implementation of the Council’s
restructuring.
To assist it in this task, the Committee had received:

details of the indicative wishes of existing lay (Class 6) Council
members, given in response to an invitation for their names to be
considered under the Committee’s current round of deliberations;

the views of the University Officers on the possibilities for future
appointments to the lay Class of Council membership;
and, additionally, in the course of its deliberations, had:
07/200

invited all members of University staff, Council members and the
Standing Committee of Convocation directly to submit nominations for
appointments to the Council;

agreed the issue of a public advertisement, both locally (Birmingham
Post) and nationally (Sunday Times), seeking lay Council members.
The Council further noted that the Committee had recognised the need for
appointing to the Council each year some new people with a record of
achievement, within or outside their substantive careers, which could be
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applied to the University’s benefit (in the context of the role that the Council
had as governing body of the University). At the same time, and by means
of a matrix identifying the generic, functional and technical skills, together
with sectoral experience, which Aston would wish its lay governors to bring,
the Committee had endeavoured to ensure that the overall range of
expertise across the Council’s lay membership could reflect the needs and
aspirations of the University, as well as helping to fulfil the requisite
responsibilities for proper institutional governance. In seeking to strike the
right balance between continuity and ‘new blood’, and to embrace and
achieve an appropriate experience/skills ‘profile’ among the lay Class as a
whole, the Committee had also paid regard to the importance of
incorporating within the Council membership representation of the diversity
of communities served by the University.
07/201
The Chairman informed the Council that suggestions had been made for
ensuring the continued active association with the University of certain lay
members who would not now be continuing to serve on the Council beyond
31st December 2007, and that the possibilities for progressing such
suggestions were to be further explored in consultation with the individuals
concerned.
07/202
RESOLVED:
(i)
To approve recommendations of the Nominations Committee that the
following current lay members of the Council be re-appointed, in each
case for a further period from 1st January 2008 to 31st July 2008 in the
first instance:
Dr Ged Fisher
Dr Elspeth Insch
Dr John Parnaby
Mr Glyn Pitchford
(ii)
That, pursuant to approval of the proposal under (i) above in
connection with Dr Ged Fisher, Dr Fisher be also redesignated as
Deputy Chair of the Council for the period up to 31st July 2008.
(iii)
To approve recommendations of the Nominations Committee that the
following current lay members of the Council be re-appointed, in each
case for a further period from 1st January 2008 to 31st July 2009 in the
first instance:
Mr Michael Farrell
Dr Derek Harris
Mr Mike Russell
Mr Paul Spooner
(iv)
To approve recommendations of the Nominations Committee that the
following be appointed as new lay members of the Council, in each
case for an initial period from 1st January 2008 to 31st July 2010:
Dr Khurshid Ahmed
Khurshid Ahmed has had extensive involvement in Community
Development at a grass roots level on both a voluntary and paid basis,
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demonstrating his strong personal commitment to tackling
discrimination and disadvantage. His interest originally burgeoned
from within his own community as Secretary of the Dudley and
Sandwell Pakistan Welfare Association. It was here that he learned to
foster relations with other communities and later joined Dudley
Community Relations Council in 1974 (which he chaired from 1997
until 2002). This enabled him to represent the interests of all sections
of Dudley’s local communities and to develop an insight into the
multiple deprivation experienced by minority ethnic communities.
Overall, he has accumulated over three decades of experience gained
in highly complex local authorities, with over 15 years experience at
Chief Officer/Chairperson level. He was Assistant Chief Executive and
Head of Race Relations and Equal Opportunities at Birmingham City
Council from 1984 and served on the official enquiry into the Darnall
disturbances in Sheffield in 1995/96. In these capacities he has
represented the City Council at regional, national and international
events.
Dr Christine Braddock
Christine Braddock holds appointment as Principal/Chief Executive at
Matthew Boulton College of Further and Higher Education and Sutton
Coldfield College, who are working towards merger. Previously, she
was Senior Education and Training Adviser in the Home Office with
national responsibility for Work Based Learning and Women’s
Education. She is particularly interested in those disadvantaged from
the education system and those held in penal establishments. In her
current capacity she has responsibility for over 7,500 16-19 year olds
and at least 50,000 students in and around Birmingham.
She has been appointed to the Board of the new national Quality
Improvement Agency for Lifelong Learning, and is active in the
promotion and development of the Further Education sector.
Additionally, she is a Board member of Birmingham and Solihull
Chamber of Commerce; a member of the Regional CBI Council;
Deputy Chair of Birmingham Forward; and Deputy Chair of Midland
Heart. Last year she was appointed Chancellor of Birmingham
Community College.
She is actively involved in all aspects of education and training within
the West Midlands region, supporting key skill sectors in their
development, and has been a key supporter of the work and
development of Aston University over a number of years.
The Rt Hon The Lord (Jeffrey) Rooker of Perry Barr
Jeff Rooker, who is an Aston graduate (BScEng), has served in a
number of ministerial posts since 1997, both as an MP and as a
member of the House of Lords. He started his ministerial career in
1997 as Minister of State at the Ministry of Agriculture, Fisheries and
Food. In July 1999 he was Minister of State for Social Security and in
2001 became Minister of State at the Home Office in the House of
Lords.
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At the Office of the Deputy Prime Minister, he was Minister of State for
Housing, Planning and Regeneration before being appointed Minister
for Regeneration and Regional Development in June 2003.
More recently, he was appointed Minister of State at the Northern
Ireland Office in May 2005, and since May 2006 has been Minister for
Sustainable Food and Farming and Animal Health.
Before entering government Jeff Rooker held a series of opposition
posts. He left the House of Commons at the 2001 election, after which
he was ennobled in June 2001. He had been MP for Perry Barr,
Birmingham since 1974.
Prior to becoming an MP he was an apprentice engineer and a
member of the Birmingham Education Committee. He is a chartered
engineer, and a current Vice-President of the Birmingham Civic
Society.
Mr Paul Williams
Paul Williams is a recently-retired FTSE 100 Group Human Resources
Director with many years of global experience in five blue chip
companies - namely, Smith and Nephew plc (1998-2007), Rolls-Royce
IPG plc (1996-98), Glaxo Holdings plc (1991-96), HJ Heinz Limited
(1984-91) and NCR Computers Limited (1968-84) - covering five
different business sectors. He has held since 2004, and continues to
hold, office as President of Smith and Nephew KK Japan, and in this
capacity is figurehead for key customers, compliance and group-level
co-ordination.
During his career he developed considerable expertise of top team
“dynamics”, organisation design and development, global executive
reward, remuneration committee effectiveness, and international
diversity. He has also enjoyed significant involvement in Governmentrelated and not-for-profit activities: most notably in connection with a
current review of parliamentary pay and allowances for MPs, Ministers
and the House of Lords; as a member of the Senior Civil Service Pay
Review Body; as a former Advisor to the Board of the Forensic
Science Service on remuneration matters; and as Chairman of the
Devonshire House Management Club.
He is also a member of the Conference Board Global Human
Resources Council, which meets on a quarterly basis to develop HR
thinking and to exchange best practice from a worldwide perspective.
ACTION: Deputy Secretary
TERMS OF REFERENCE FOR COMMITTEES OF THE COUNCIL
07/203
Members of the Council had received for the meeting Paper CO/07/48, on
reference from the Working Group on the Future Structure of Council
Committees at Aston.
07/204
It was noted that, pursuant to the Council’s approval, at its meeting on 31st
October 2007, of recommendations from the Working Group on the Future
Structure of Council Committees, it was necessary either to revise (in the
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cases of the Audit and Nominations Committees) or to formulate (in the
cases of the new Finance and Major Projects and Strategy Review
Committees) terms of reference for the sub-committees concerned. The
documentation now submitted to the Council, following endorsement by the
Working Group, detailed proposals for revision or introduction of those
terms of reference.
07/205
RESOLVED:
(i) To approve the following amendments to terms of reference of the
Council committees indicated:
Audit Committee
Add an additional term of reference, to read:
“(n) To review, and to advise the Council on, risk management control
activity undertaken by the University Executive, with a view to ensuring
that the University is managing all forms of risk effectively and adopting
best practice in risk management generally.”
Nominations Committee
Amend the existing terms of reference, as follows:
From: “To consider nominations for lay members (not being members of
staff of the University) under Class 6 membership of the Council.
People appointed in this category are normally drawn from
industry and commerce.”
“1. To consider nominations for, and to recommend to the
Council, appointments to be made in Class 2 of the Council
membership (lay), at least one of which shall be held by a
graduate of the University.
To:
2. To consider any other matters as directed by the Council.”
(ii) To approve the adoption of the following terms of reference and scheme
of membership to operate in connection with the new Strategy Review
Committee:
Terms of reference
1. To contribute to, oversee and evaluate the draft University Strategy
prepared by the Executive, and subsequently, on behalf of the
Council and Senate, to review and monitor the agreed Strategy, with
particular reference to the needs:
(a)
to integrate the strategic, academic and resource-related
aspects of the planning process;
(b)
to identify, develop and implement strategic key performance
indicators to enable the Council to monitor the University’s
performance.
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2. To examine and monitor institutional ‘sub-strategies’ for all Schools,
Departments, subsidiary companies and activities which underpin
the overall University Strategy.
Membership
The annual Strategy Away-day for all members of the Council and
Senate will constitute a substantive meeting of this Committee. A
smaller sub-group or groups, including non-Executive Council and
Senate members, will be appointed at the 2008 Away-day, with
responsibility for undertaking, on behalf of the Committee, any work at a
greater level of detail than would be possible at the annual Away-days,
or than either the Council or Senate, as appropriate, would be in a
position to do.
(iii) That the Chairman and the Deputy Chairman be authorised to act on
behalf of the Council as they might consider appropriate in respect of
proposed terms of reference for the new Finance and Major Projects
Committee, consequent upon further consultation involving that
Committee’s Chair-designate and the Director of Finance and Business
Services.
(iv) That, further to approval earlier in the meeting (under Minute 07/202
above) of recommendations from the Nominations Committee for
appointments to the lay Class of the restructured Council, the following
members be confirmed as Chairs, until further notice, of the Council
committees indicated:
Dr John Parnaby - Finance and Major Projects Committee
Mr Mike Russell - Audit Committee
(v) To delegate to the Chairman authority to act on the Council’s behalf,
following consultation with other University Officers and the relevant
Committee Chairs, on the filling of such vacancies as might arise, either
immediately or at the end of the current session 2007/08, for lay
members to serve on certain Council committees.
ACTION: Deputy Secretary
VICE-CHANCELLOR’S REPORT
07/206
The Council received Paper CO/07/49, together with an oral report from the
Vice-Chancellor.
07/207
In response to a question from Mr Harrison, concerning the planned
relocation of the University Health Centre/General Practice from Matthew
Boulton College to larger facilities on the lower-ground floor of Boots (on the
High Street), it was stated that the initiative was consistent with the aim of
The Heart of Birmingham Primary Care Trust (with which the University
would be jointly commissioning the relocated service) to maximise
accessibility to health centres. To this end, the planned new multi-service
facility would be open for longer hours during the week than at present, as
well as on Saturdays, and would offer improved access for the disabled.
The Council further noted that a ‘drop-in’ medical centre would remain on
campus for use by Aston’s staff and students.
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STRATEGY FOR ASTON UNIVERSITY TO 2012
07/208
Members of the Council received at the meeting a revised draft of ‘Aston
2012’, which had been formally adopted by the Council at its meeting on
31st October 2007 by way of a University Strategy covering the five-year
period from 2007-08 to 2011-12. It was noted that a number of suggestions
made at, and since, the Council’s previous meeting - most notably with
respect to student welfare plans - had now been incorporated in the
document, which would shortly be printed for issue by the University to all of
its staff, to Council members and to external stakeholders early in 2008.
07/209
The Council further noted that a series of presentations would take place for
members of University staff during January 2008, at which the ViceChancellor and her senior colleagues would expand on the various aspects
of the Strategy and share the vision for Aston’s future. Additionally, at the
next meeting of the Council, scheduled for 12th March 2008, the University
Executive would bring forward, for the Council’s approval, proposals for
specific Key Performance Indicator targets against which progress in
subsequently implementing the Strategy might be measured and reviewed.
07/210
RESOLVED:
To record the thanks of the Council to the Vice-Chancellor and her
colleagues for having produced an excellent strategy document, which so
clearly and coherently espoused Aston’s ethos and ambitions.
FINANCE REPORT
Finance Director’s Report: Periods 1-3 (October 2007)
07/211
The Council received Paper CO/07/50, together with an oral report from the
Director of Finance and Business Services.
07/212
It was noted that, following the recent student ‘census date’ of 1st December
2007, it was anticipated that the University’s recruitment of students below
overall budget would result in an income shortfall of some £350,000. For
forecasting purposes at present, it was assumed that this shortfall would be
matched by equivalent cost savings within Schools, although the ViceChancellor and her Executive Team would need to identify alternative
possibilities for funding the negative income variance should the as-yet
unidentified savings fail to materialise.
Proposed student accommodation rent levels for 2008-09
07/213
The Council considered Paper CO/07/51, setting out proposed rent levels
for the session 2008-09 in respect of student accommodation at the
University.
07/214
The Council noted that Finance Committee had agreed to recommend the
adoption of the rent levels, following a discussion in which the student
representative present at the Committee’s meeting on 26th November 2007
had raised concerns regarding the proposed increases. These concerns,
which were further expressed to the Council by the President of the Guild of
Students, were based on a number of factors, including the expected
disruption, arising from work to be carried out under the planned Student
Residences Project, for students living on campus. It was also felt by
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students that the cost of a new fire alarm system in the existing residences
should be borne by the University centrally, and that the rent levels were
high when taking into account the age of the forty year-old accommodation.
The University, for its part, hoped to keep increases in rent levels to a
minimum in subsequent years, and would also be giving careful
consideration to ensure that appropriate central contributions were made to
the costs of future necessary and/or obligatory maintenance work in the
residential buildings.
07/215
RESOLVED:
That the proposed rent increases, as detailed in Paper CO/07/51, be
approved.
ACTION: Director of Finance and Business Services
Accounts of the Guild of Students
07/216
RESOLVED:
That, on the recommendation of Finance Committee, the accounts of the
Guild of Students for the year ended 31st July 2007, as set forth in Paper
CO/07/52, be approved.
ACTION: Director of Finance and Business Services
Aston Academy of Life Sciences Limited
07/217
The Council noted that the Managing Director of Aston Academy of Life
Sciences Limited had attended the most recent meeting of Finance
Committee, on 26th November 2007, and, jointly with the Director of Finance
and Business Services, had outlined a strategy for taking the company
through to profitability. It was further noted that the Academy’s finalised
forecast (including University recharges) would be presented at the
Committee’s next scheduled meeting.
07/218
It was agreed that, in the meantime, members of the Council be circulated,
for information, with copies of the five-year business plan for the Academy
which had been considered by Finance Committee.
ACTION: Deputy Secretary
The University’s Five-year Financial Forecast
07/219
The Council had received Paper CO/07/53 with the Agenda for the meeting,
accompanied by:

the five-year Financial Forecast, covering the period up to 2010/11 and
comprising a commentary, schedules related to the commentary, and
the Financial Template required for completion and submission to the
Higher Education Funding Council for England (HEFCE);

copies of the Annual Monitoring Statement (AMS) and the Corporate
Planning Statement (CPS), which, together with the Financial Forecast,
formed the institutional planning submission required by HEFCE.
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07/220
It was noted that, following approval of the Financial Forecast by Finance
Committee at its meeting on 26th November 2007, the University’s 2007
Planning Return to HEFCE had been submitted by the Funding Council’s
deadline of 3rd December 2007.
Finance Committee Minutes, 26th November 2007
07/221
The Minutes of the meeting of the Finance Committee held on 26th
November 2007 were accepted.
Indemnities in substantive research contracts with government
departments
07/222
The Council received at its meeting a paper, which had been prepared on
behalf of the University Executive, and considered a request therein
concerning the acceptance of indemnities in substantive research contracts
with government departments.
07/223
It was noted that, while substantial efforts had been made by the University
in recent years to minimise, by means of negotiation, unlimited liability
indemnities in research contracts, some difficulty had been experienced at
Aston in attempting to have indemnities removed from such contracts with
central government departments, which had often led to the University’s
involvement in protracted negotiations lasting several months. The Council
further noted that the risk of accepting indemnity clauses in government
contracts could be considered minimal, on the basis that the University, as a
publicly-funded organisation, would be unlikely to have to face the punitive
enforcement of any such clause by central government.
07/224
RESOLVED:
(i) That the Council delegate authority, to the Vice-Chancellor, the Chief
Operating Officer and the Director of Finance and Business Services,
for the acceptance of indemnity clauses in contracts for substantive
research projects with government departments, where it does not
prove possible for such clauses to be removed through negotiation.
(ii) That the Council be advised at its future meetings of the details
concerning all contracts with respect to which this authority might
subsequently be utilised.
ACTION: Senior Pro-Vice-Chancellor/Deputy Secretary
ESTATES/MAJOR PROJECTS REPORT
Matters for report to the Council
07/225
In response to a question from Mr Pitchford, it was stated that, at future
meetings of the (restructured) Council, reports on matters pertaining to the
University estate - other than those covered elsewhere on any given
Agenda - would be presented by the Chief Operating Officer, who would
serve as a member of the Council following its restructuring.
ACTION: Chief Operating Officer
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Student Residences redevelopment
07/226
Members of the Council had received for the meeting Paper CO/07/54,
together with a suite of documents providing a comprehensive overview to
date of the proposed Student Residences redevelopment. Representatives
of the University’s legal advisers (Mills & Reeve) and the project
management group (Emprima) were present at the Council’s meeting for
discussion of this item, with particular reference to the current contractual
position and the level of any risks that were being undertaken in relation to
the proposed redevelopment.
07/227
The following points were raised in the course of a discussion:
(i) A final external audit view was awaited from KPMG on the accounting
treatment of the Student Residences redevelopment, and, although it
would not be possible to obtain this judgment until final versions of the
requisite legal agreements were available, the University did not
anticipate difficulty in securing confirmation that the planned work could
be considered an ‘off-Balance Sheet’ transaction.
(ii) With a view to achieving an ‘off-Balance Sheet’ transaction and the
optimum premium for the University, a special-purpose charitable
vehicle, ‘Aston Student Villages’ (ASV), would be formed to undertake
the Student Residences redevelopment. Aston Student Villages would
involve three parties - namely, the University, Bank of Scotland PLC and
Operon Student Villages Limited (the latter of which was to provide
associated facilities management services). Each party would have
equal shares in, and would appoint two Trustees to the Board of, ASV.
07/228
It was noted that, further to the ongoing negotiations between the
University, UK Structured Finance Limited and Bank of Scotland PLC in
relation to the proposed redevelopment of the University’s student
residential estate (the “Project”), the University would shortly be in a
position to enter into the relevant legal documents relating to the Project
(the “Project Documents”).
It was further noted that the current drafts of the Project Documents, which
were in near-final form, had been considered by the Student Residential
Redevelopment Project Steering Group on 27th November 2007, and that
the Steering Group had recommended that the Council approve the
entering into of the Project Documents by the University.
It was RESOLVED that:
1.
the Project be approved by the Council;
2.
a group of University Officers, comprising the Chairman and Deputy
Chairman, the Vice-Chancellor, the Treasurer (Chairman of the
Finance and Major Projects Committee with effect from 1st January
2008) and the Director of Finance and Business Services be
authorised to finalise the Project Documents and approve any
amendments they consider appropriate; and
3.
the University enter into the Project Documents once finalised and that
any two members of the Council be authorised to witness the affixing
of the seal, execute and deliver them on behalf of the University.
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07/229
The Council further
RESOLVED:
(i) That the authority delegated, under Minute 07/228 ‘2.’ above, to
University Officers to act on behalf of the Council would also include the
power to provide a further indemnity for any expenditure that might be
incurred during the period following the meeting of the Council on 12th
December 2007 and by actually entering into the legal agreements.
(ii) That the Chief Operating Officer and the Director of Finance and
Business Services be nominated to serve as the two University Trustees
on the Board of ASV for an initial period of two years, before the end of
which these appointments would be reviewed by the Council.
Proposed acquisition of Gosta Green site
07/230
The Council received Paper CO/07/55, which had been considered by
Finance Committee at its meeting on 26th November 2007. By way of further
background information for members, a presentation was given at the
Council’s meeting by the Director of Finance and Business Services with
respect to the proposed acquisition from Birmingham City University (BCU)
of the Gosta Green site, located within the Aston Triangle.
07/231
The following points were noted in the course of a discussion:
(i) Following rejection of Aston’s initial bid which had been made in the
course of an informal tendering exercise, the group of University
Officers (comprising the Chairman and Deputy Chairman, the ViceChancellor, the Treasurer and the Director of Finance and Business
Services) to which the Council, at its meeting on 31st October 2007, had
delegated authority to take such action as might be considered
appropriate to secure the site, had agreed the submission of a revised
offer which had been accepted subject to a number of conditions
reported in Paper CO/07/55.
(ii) The buildings on the Gosta Green site would initially be leased back to
BCU for a period of between four and six years. Given that this site
would only be redeveloped by Aston University following the vacation of
the buildings by BCU, it was believed that the transaction should be held
on the Balance Sheet within Aston’s accounts, so as to avoid additional
legal costs/approvals at the point of developing the site that would
inevitably occur if the purchase were to be transferred, under an ‘offBalance’ arrangement using the Student Residences (Aston Student
Villages) mechanism, to ASV.
(iii) It had been proposed to Finance Committee that, in acquiring the Gosta
Green site while remaining within the HEFCE guidelines for debt
servicing costs, an existing loan from Yorkshire Bank PLC in respect of
the Lakeside Residences development be repaid from cash reserves.
This loan was expensive, on the basis of margins charged and
subsequent to the expiry of all associated fixed rates, and would have to
be repaid in any event prior to the University’s formal entry into the
Student Residences Project contract. The current funders for the Nelson
Building extension, Barclays Bank PLC, had offered a consolidated loan
for both the existing Nelson Building extension loan commitment and the
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Gosta Green site at a very attractive rate, and, consequently, Finance
Committee had agreed:
07/232

that the Yorkshire Bank loan for Lakeside Residences be repaid
immediately; and

that the Gosta Green site be acquired by the University with
additional borrowing from Barclays Bank to total £40 million
(including the sum of £20 million borrowed on the Nelson Building
extension).
RESOLVED:
(i) That Council endorse the action taken by Finance Committee in respect
of loan arrangements, as detailed under Minute 07/230 (iii) above).
(ii) To approve the adoption of the following proposed Minute, which had
been made available at the meeting of the Council, concerning the
requisite amended restated loan facility now to be provided to the
University by Barclays Bank PLC:
1.
It was noted that one of the items for which the Meeting had
been called was to consider and if thought fit approve the terms
and contents of an amended and restated loan facility, pursuant
to which Barclays Bank PLC (the "Bank") would make available
to the University an amended and restated term loan facility of
up to £40,000,000 (the "Facility") by means of an amendment
and
restatement
agreement
(the
"Amendment
and
Restatement Agreement").
IT WAS RESOLVED that
2.
it was in the best interests of the University to accept the offer of
the Bank as contained in, and subject to the terms of the
Amendment and Restatement Agreement;
3.
the Director of Finance and Business Services of the University
together with either the Vice-Chancellor or the Treasurer
(Chairman of the Finance and Major Projects Committee with
effect from 1st January 2008) of the University, whose names
and signatures are set out at paragraph 10 below (the
"Authorised Officers"), be and are hereby authorised to
negotiate and agree heads of terms for the Facility to be made
available to the University by the Bank;
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4.
the Authorised Officers be and are hereby authorised to
negotiate
and
agree
the
Amendment
and
Restatement
Agreement incorporating the agreed heads of terms referred to
above and to approve and authorise the execution, delivery and
performance of the Amendment and Restatement Agreement;
5.
the Authorised Officers, in connection with the Amendment and
Restatement Agreement, are hereby authorised to:-
5.1
agree the grant of any mortgage, charge or other security in
respect of any land, assets or other property of the University in
favour of the Bank; and
5.2
agree, on behalf of the University, to enter into such interest rate
cap transactions or arrangements, fixed rate transactions or
arrangements, or other similar transactions or arrangements in
order to hedge an interest rate applicable to such loan facilities
as the Authorised Officers, in their absolute discretion, consider
to be in the best interests of the University.
6.
the Authorised Officers be and are hereby authorised to
negotiate and approve the terms of any document connected
with the above mentioned Amendment and Restatement
Agreement (the "Banking Documents");
7.
the Authorised Officers be and are hereby authorised to execute
the Banking Documents (as deeds if appropriate) with any
amendments that the Authorised Officers in their absolute
discretion think fit (the approval of the Authorised Officers in any
such case to be conclusively determined by their signing of such
documents or executing such documents as a deed (as the case
may be)) and that such documents be dated and delivered to the
other parties thereto;
8.
the Authorised Officers be and are hereby authorised (either
alone or with one another) on behalf of the University to execute
and do all such acts, deeds, documents, certificates and notices
(including notices of drawdown) as such Authorised Officer may
consider expedient or desirable in connection with the execution
or performance by the University of each of the Banking
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Documents or any other document or agreement connected
therewith;
9.
if required, the common seal of the University be affixed to each
and any document required in connection with the Banking
Documents and that any two of the Authorised Officers be
authorised to witness the affixing of the common seal to such
document;
10.
The Director of Finance and Business Services of the University
and the Vice Chancellor and Treasurer of the University set out
their specimen signatures below:(Signed, respectively, by Mr Guppy Dhariwal, Professor Julia
King and Dr John Parnaby on 12th December 2007.)
PRESENTATION OF THE NEW UNIVERSITY BRAND
07/233
The Council received a presentation from the Director of Marketing
concerning the new brand for the University, which had been launched
during November 2007.
07/234
It was noted that one of the main principles of corporate guidelines with
respect to use of the new ‘Aston Triangle’ logo would be flexibility. In this
connection, a wide palette of twelve colours would offer opportunity for
Schools and groups to develop their own look and feel to communications
and reports while remaining clearly within the Aston visual brand.
COMMITTEES OF COUNCIL AND MATTERS ARISING
Senate
07/235
The Minutes of the meeting of the Senate held on 28th November 2007 were
accepted.
Student Affairs Committee
07/236
The Minutes of the meeting of the Student Affairs Committee held on 13th
November 2007 were accepted.
REPORTS AND SCHEDULES
Research Grants and Contracts
07/237
RESOLVED:
To approve the schedules of Research Grants and Contracts set out in
Paper REG/07/564, and to congratulate all those who had secured income.
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VALEDICTORY REMARKS
07/238
RESOLVED:
(i) To thank the following retiring members and student representatives for
their contributions to the work of the Council and to the life of the
University:
Mr John Bailey
Dr John Edwards
Professor Alison Halstead
Mr David Harrison
Dr Helen Higson
Dr Anna Hine
Mr Mike Kavanagh
Professor Yvonne Perrie
Mrs Ann Spooner
Dr Tony Sweeten
Mr Peter Wall
Dr Richard Whittington
(ii) To thank the following officers who had hitherto been present at
meetings of the Council, but who would cease to attend upon the
Council’s restructuring:
Mr Garry East
Mr Keith Thomas
Mr Fahri Zihni
DATE OF NEXT MEETING
07/239
It was noted that the next meeting of the Council (and its first following
restructuring) would be held on Wednesday, 12th March 2008.
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