45 Council 25th November 2011 MINUTES OF THE PROCEEDINGS at the Twenty-fourth Meeting of the COUNCIL of the IMPERIAL COLLEGE OF SCIENCE, TECHNOLOGY AND MEDICINE The Twenty-fourth Meeting of the Council was held in the Council Room, 170 Queen's Gate, South Kensington Campus, Imperial College London, at 9:00 a.m. on Friday, 25th November 2011, when there were present: the Baroness Manningham-Buller (Chair), Professor D.K.H. Begg, Mr. I. Conn, Mrs. P. Couttie, Professor M.J. Dallman, Mr. S. Heath, Professor Dame Julia Higgins, Ms. J.R. Lomax, Professor J. Magee, Professor Sir Anthony Newman Taylor, Mr. J. Newsum, Mr. S. Newton, Ms. K. Owen, Professor S.M. Richardson, Mr. M. Sanderson and the Rector and the Clerk to the Court and Council. Apologies: Mr. P. Dilley, Professor J. Kramer and the Lord Tugendhat. In attendance: The Assistant Clerk to the Court and Council. WELCOME On behalf of the Council, the Chair welcomed the recently appointed Chief Financial Officer, Mr. Muir Sanderson, to his first Meeting of the Council. The Chair also reported that Professor Jeff Kramer had now been elected to the Council as the elected staff member and would therefore be re-joining the Council. Regrettably Professor Kramer had had to send his apologies for this meeting. MINUTES Council – 23rd September 2011 1. The Minutes of the twenty-third Meeting of the Council, held on Friday, 23rd September 2011 were taken as read, confirmed and signed. Council 25th November 2011 46 MATTERS ARISING Francis Crick Institute (Minute 4 refers). 2. Professor Dallman confirmed that the Accession Agreement with the Francis Crick Institute had been signed in early October and the College was therefore now a member of the Institute along with UCL and Kings’ College. RECTOR’S REPORT 3. Opening his Report the Rector reminded members that the Lord Darzi had been conducting a review of the Academic Health Sciences Centre. His review was now nearing completion and would result in two separate reports; the first was concerned with a proposed partnership of health providers in north west London, while the second would be concerned with the AHSC itself and in particular the continuing relationship between the College and the Imperial College Healthcare NHS Trust. This second report would be of particular interest to the Council and would be presented to it and the NHS Trust in due course. In contrast, the intention to form a new Academic Health Science Partnership (AHSP) was being announced publicly today. The AHSP intended to bring together providers of primary, secondary, tertiary, community and mental healthcare to work with Imperial to pursue higher quality care for patients. It was hoped that it would be launched formally in April 2012. The institutions and healthcare providers that had agreed to take part in the development of the AHSP alongside the College and the Trust included: Central London Community Healthcare NHS Trust; Central North West London NHS Foundation Trust; Chelsea and Westminster Hospital NHS Foundation Trust; Ealing Hospital NHS Trust; Hillingdon Hospitals NHS Foundation Trust; Hounslow and Richmond Community Healthcare NHS Trust; North West London Hospitals NHS Trust; Royal Brompton & Harefield NHS Foundation Trust; West London Mental Health Trust; and West Middlesex University Hospital NHS Trust. One of the significant benefits of this sort of partnership was that it would provide opportunities to conduct clinical trials at a large and meaningful scale and to apply research findings to benefit a greater number of patients. The AHSP could thus improve the health and care of a local population of 1.9 million people. 4. The Rector acknowledged that there would be risks involved in this initiative, not the least of which was the proposed use of the College’s name for the partnership, particularly as a number of hospitals would then be associated with the College, without it having any influence over how those hospitals were run or managed. However, the development of partnerships such as this was seen as a crucial way forward for the NHS and it was clear that UCL and King’s College were also considering the development of similar arrangements with the other hospitals in their immediate vicinity. The proposal would be considered in detail by the Council at its next meeting, and the Rector confirmed that the discussion papers for that meeting would include a full consideration of the risks associated with the proposal, together with the measures the College could take to protect its name and reputation. 5. Turning to Development, the Rector reported that the College had been working with Dr. John Cash to review its development and fund-raising activities. Dr. Cash had more than 30 years experience in fundraising in the USA and had worked with many of the top HE 47 Council 25th November 2011 institutions there. His report and proposals for professionalising the College’s approach were likely to be quite radical, at least within the UK context, and would include proposals for substantial investment. The Rector said it would be important for the College to discuss these proposals and they too would therefore be included on the agenda for the next meeting in February. 6. In addition to the two items noted by the Rector, the Chair said that she also wanted to provide space at the next meeting to consider the College’s longer term strategy and what the College would be like in twenty years time. She suggested that the importance of these three items meant that the next meeting might follow a similar structure to this one, with a relatively brief meeting to conduct formal business, followed by a discussion session, which might be either before or after lunch. CLERK’S BUSINESS 7. Health and Safety. The Clerk, Dr. Eastwood, said it was his sad duty to inform the Council of a death in a College laboratory at the Chelsea and Westminster Hospital at the end of October. The cause of death had still not yet been fully established, but it appeared that a researcher employed by the Hospital Trust had been using liquid nitrogen in a College lab on his own in the evening when nitrogen had been released into the enclosed space, leading to his asphyxiation. The HSE had served on the College, as the managers of the lab, a prohibition notice for the area and an improvement notice, with identical notices served on the Trust, as the researcher’s employer and the owners of the building. Although the College’s improvement notice was concerned with the use and control of liquid nitrogen in the lab in question, the principles set out in the notice were being applied to the use and control of liquid nitrogen across the College. 8. In Memoriam. Dr. Eastwood then reported that Professor Peter Richards had died. As the Dean of the St. Mary’s Medical School he had been instrumental in, firstly fighting against its proposed closure by the University of London, and then negotiating its subsequent merger with Imperial College in 1988. Following the merger, he had served as the College’s Pro-Rector for Medicine until 1995. As it was this merger with St. Mary’s which had first introduced medicine to Imperial (prior to that date the College had only offered science and engineering), Professor Richards had played a crucial role in shaping the modern College. NOMINATIONS COMMITTEE REPORT (PAPER A) 9. The Chair presented Paper A and said that, in advance of establishing the search for the next Rector, the Nominations Committee had been considering the Rector’s role and responsibilities. The discussion paper appended to Paper A set out the issues and the main options being considered by the Committee. The increasing complexity and size of the College, together with the need for the Rector to spend more time on outward-facing activities would make it increasingly difficult for the Rector to fulfil both roles simultaneously. One option considered by the Committee was to adopt the US model and to split the Rector’s current role, either through the appointment of an externally-facing President, or through the reconfiguration of the Deputy Rector’s role, with the deputy taking more responsibility for the academic and operational management of the College. Another Council 25th November 2011 48 alternative was for the Rector to retain his current duties, but with a newly-appointed Chancellor undertaking the increasingly important external functions. She said that Imperial was not the only university facing this issue and suggested that some other of its peers might also have to consider a similar President/ Provost type split of senior responsibilities in the future. However, the timing of the search for a new Rector was such that Imperial could well be the first to make this decision. Before instigating the search, the Nominations Committee wanted to discuss this important issue with the Council. 10. The Council was reminded that the 2010 governance review had started to look at the Rector’s role and had examined some of the other managerial models, including those on the US. However, as that part of the review had focused on the delegation of powers from the Council to the Rector, the alternative models noted in the Chair’s introduction had not been pursued further. It was suggested that some of the review material concerning other models might still be available and might assist in this consideration of the Rector’s role. Whatever model was chosen, it was stressed that the respective roles of the President/ Rector or Rector/ Deputy Rector would have to be very clearly defined so that there was no conflict between them. It would also be important for the people reporting to them, and indeed, for the rest of the College to have a clear understanding of their respective responsibilities. Another point in favour of the proposal was that, not only was the total current workload too great for one person, but the skills required for the external and internal roles were different and might not always reside in the same person. The future direction of HE in the UK and the need to increase philanthropic donations to provide bursaries for students meant that the College would have to be strategic in its global outlook and excellent in its internal operations. It was suggested that the best way to ensure this could be through the adoption of the two-tier model now being considered and it was noted that such a model would also be closer to the disposition of responsibilities in the corporate sector. 11. It was suggested that the Council should be cautious before adopting a wholly corporate management model. In the corporate sector, promotion through the line management structure was regarded as a positive, with the most talented and ambitious staff rising to the top. Universities were very different and the aim of the best academics was often to remain as academics undertaking research rather than to seek promotion into positions where they would have less time for their research. Finding academics who could provide high quality academic leadership, while also being excellent managers was challenging. 12. Although Council members would have a view on the future role and responsibilities of the Rector, it was suggested that the response of the academic community to these proposals would also be crucial. If these changes to the role of the Rector were likely to be met with opposition, the Council should be very careful before agreeing to the changes. It was suggested that the academic community could be quite conservative and the Council was reminded that, until relatively recently, the heads of departments had all reported directly to the Rector. Under these proposals the Faculty Principals might in future report to the Deputy Rector or to a Rector who in turn reported to a President. One of the College’s strengths was that the academic community felt it had direct access to senior management. There was a risk that this change could be perceived as making this direct access more difficult. For this reason, it was suggested that the Council should adopt an evolutionary approach, rather than a revolutionary one. If this was accepted, it was suggested that, even if there was a reconfiguration of their respective roles, the titles of Rector and Deputy Rector should be retained. 49 Council 25th November 2011 13. The Faculty Principals recognised that there was an increasing need for the Rector to be engaged with alumni and fundraising and therefore to spend more time on external activities. However, they also recognised the key importance for the academic community of easy access to the Rector and for the College’s senior management to be responsive to their concerns. The difficult task for the Council was finding a management structure that could reconcile these apparently conflicting requirements. It was suggested that many of these issues and concerns would be resolved by the individuals themselves; if it was decided to reconfigure the Rector’s post, the most important factor in its success would be appointing the right individuals into both positions, rather than in the precise definitions of both posts and their reporting lines. 14. It was further suggested that a discussion of precise reporting lines might be premature. It was more important at this stage to be clear about what the College required of its Rector and how to define his role and responsibilities. Once this was done, the discussion about reporting lines would be much easier as the issues would have been clarified. Looking at the strategic challenges facing the College, it was suggested that there were two key strategic questions to be answered. Its academic strategy for the coming decade and beyond had to be developed and defined by its academics. Its operational strategy, on the other hand, would have to support this academic strategy, but also had to be based on the provision of operational excellence. It was noted that the College was currently very well run by university standards and that this gave it a competitive advantage. The College’s aim should be to maintain and extend this advantage. In relation to this it was also noted that the College had always relied on new ideas being generated by academics and on these ideas rising to the top, rather than having an academic strategy imposed from above. This had served the College well to date, but might not be the best model for the College in the future in an increasingly complex world. It was also proposed that a structure that might split fundraising from the College’s academic mission could be a risk; fund raising had to serve the College’s academic strategy and therefore the person directing this activity had also to be intimately involved in the academic work of the College. 15. The Council was reminded that the President/ Provost model, while new to the UK, was well established in the US. There was therefore considerable experience in dealing with these issues that the College could draw on. It was also noted that a move to this governance model would not in itself address some of the operational matters that had been raised during the discussion, these would best be addressed by other means, possibly through the recruitment of a Chief Operating Officer, who could take back some of the responsibilities that had been devolved to the Deputy Rector following the retirement of Dr. Martin Knight. In the US both Provost and President were normally highly esteemed academics who commanded both internal and external respect. While it was felt highly likely that the College would eventually have to adopt this model, it was suggested that further discussion was required within the College to test the appetite for the speed with which Imperial should move in this direction. However, it was acknowledged that the Council was having this organisational discussion now because of the need to begin the search for the next Rector. This limited the amount of time available for consideration but also provided a compelling reason for moving to this model now; delaying a decision until after the next Rector’s appointment would mean that the College was unlikely to move to the proposed model for another ten years, by which time it could be too late. 16. Bringing the discussion to a close, the Chair thanked members for their contributions. It Council 25th November 2011 50 was clear, she said, that the College had to support and invest in both academic and administrative excellence if it was to continue to grow and maintain its position as one of the World’s top universities. It was also clear that the Council should not alienate the academic community and would have to pay attention to its views in deciding on the future role and responsibilities of the Rector. However, she had yet to hear of a credible alternative to the structure being proposed that would address the increasing demands on the Rector’s time and the need for him to increase his commitment to external activities and fundraising. Rather than creating a new post, she suspected that a reconfiguration of the existing posts of Rector and Deputy Rector, with the Rector spending more time outside the College and the Deputy Rector returning his responsibilities for the support services to a new Chief Operating Officer, might ultimately be the best answer for the College. However, she was not seeking a resolution to this question now. She suggested instead that members should continue to consider this issue and provide any additional comments or suggestions to her and the Clerk in advance of the next meeting. She also asked that the Rector’s and Deputy Rector’s job descriptions be reviewed before the Council’s next meeting so that the Council could see how they might be affected by any proposed reconfiguration. 17. Although the Council would return to this issue at its next Meeting, the Chair noted that the search committee would have to appoint a search agency to assist it in its search for the next Rector. She saw no need to delay their appointment while the Council deliberated on the Rector’s job description. The Council concurred and agreed that the firms Heidrich & Struggles, Perrett Laver and Saxton Bampfylde be asked to submit bids for review by the Nominations Committee in the New Year. 18. Moving on, the Chair noted that the Nominations Committee had identified a potential candidate for appointment to the Council. The Council agreed that the Chair could approach the candidate to ascertain whether she would be willing to join the Council. 19. Finally, the Chair reported on the Nominations Committee’s recommendations for appointments to Council committees, which the Council was asked to consider. Resolved: (i) That Mr. Jeremy Newsum be appointed as a member of the Nominations Committee and of the Remuneration Committee. (ii) That Mr. Muir Sanderson be appointed as a member of the Nominations Committee. ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2011 (PAPER B) 20. Presenting Paper B, the Chief Financial Officer, Mr. Muir Sanderson, acknowledged the work of his predecessor, Dr. Martin Knight, and of the Director of Finance, Mr. Andrew Murphy, in ensuring the financial health of the College and in preparing the results that were now being presented. The College’s operational surplus and cash holdings both put the College in a strong position to face the challenges ahead of it. Mr. Sanderson then noted that the financial statements and the outturn for the year were in line with the financial reports that had been made to Council throughout the year and therefore 51 Council 25th November 2011 contained few if any surprises. Rather than presenting the accounts in detail, he therefore highlighted a number of points arising from the statements, which the Council might wish to consider in the coming year. Firstly, he noted that, although research income had held up well overall, research income from UK industry had fallen by 7.1%; this was a concern. Secondly he noted that there had been a big increase in cash, from £57.9M in 2010 to £120.1M this year. However, the increase was less dramatic than it appeared as the previous year’s cash position included the costs of some restructurings and the money expended on the ultimately abortive SEQ project. Finally, he drew members’ attention to the College’s off-balance sheet holdings, including those at Woodlands and at Winstanley Road. Although the College’s interest in the latter had now been sold and so these would appear on the balance sheet next year, he cautioned that retaining significant holdings offbalance sheet would require careful management as it could give a misleading picture of the College’s liabilities. It was also not clear if this was a sustainable position in the longer term as changing accounting standards might well result in these being brought back onto the balance sheet. He suggested that the Council might want to review these particular issues in the coming year. 21. The Chair thanked him for his thought-provoking review of the Financial Statements and then asked the Council formally to approve the Annual Report. Resolved: That the Annual Report and Financial Statements for the year-ended 31 July 2011 be adopted. ANNUAL REPORT FROM THE AUDIT COMMITTEE (PAPER C) 22. The Chair of the Audit Committee, Mrs. Philippa Couttie, presented Paper C and noted that the Council’s decision to separate risk from audit and to create a new Risk Committee had been very successful. Both committees understood their respective roles and the cross membership and reporting between the committees meant that there should be no gaps between them. She noted that both internal and external audit reports had been entirely satisfactory with no surprises presented to the Committee. In addition to the matters covered in the report, she noted that the internal auditors had raised some concerns about Imperial College Union’s financial management in the previous year. Although there had been some progress in addressing these concerns, this was less than had been anticipated. The Union had also suffered a significant loss on its summer ball. However, the Union had recently appointed a new General Manager and the Committee had been satisfied that he and the Union President were committed to addressing the remaining concerns identified by the auditors. EXTERNAL AUDITORS' REPRESENTATION LETTER (PAPER D) 23. The Chief Financial Officer presented Paper D and confirmed that the letter had been reviewed by the Audit Committee, which had confirmed that the statements set out in the letter were accurate and acceptable to the Committee. He commended the letter to the Council. Council 25th November 2011 52 Resolved: That the Representation Letter for the External Auditors, as set out in Paper D, be approved. IMPERIAL WEST UPDATE (PAPER E) 24. The Chair of the Imperial West Syndicate, Mr. Jeremy Newsum, presented Paper E and updated members on the latest developments with the planning application for Imperial West. The College’s plans included a 34 floor tower, which was exciting some opposition from residents in the neighbouring borough, but which was crucial to the completion of the whole project. He also noted that other developers were proposing to build other tower blocks to the south of the A40, so the College was not alone in seeking permission for a tower in this area. Although there were good reasons for seeking to progress the planning application as speedily as possible, not the least of which was a desire to avoid any planning issues becoming embroiled in the London Mayoral elections, he reminded members that the planning consent being sought would not restrict Imperial’s use of these buildings; the College would still be free to determine what activities to locate at Imperial West at the appropriate time. Finally he confirmed that the developments set out in Paper E had the unanimous support of both the College, as represented by the Rector, and the College Fund, as represented by the Chairman of the College Fund Board, Mr. Newton. 25. The Chair then asked Mr. Newsum to update members on the proposed purchase of the BBC/ Landsec site. Mr. Newsum reminded the Council that a weakness with the current Imperial West strategy had been the lack of private access to the main Tube stations at Wood Lane and White City from the site. The Council had therefore previously agreed that the College should try to secure a 2 acre site that would provide controlled access from the Imperial West site to south of the A40 and had set a limit of £6M for its purchase. He was pleased to report that the site had now been secured within the cost envelope set by the Council. NOMINATIONS FOR FELLOWSHIPS, ASSOCIATESHIPS (PAPER F) HONORARY DEGREES, MEDALS AND 26. The Clerk presented Paper F, which set out the Management Board’s recommendations for the award of Fellowships and the Imperial College Medal. It was also proposed to amend Ordinance B2, Honorary Degrees, Fellowships and Associateships of the College, to make it clear that the College would not make awards in return for donations. 27. The Council agreed with the principle that the College should not confer degrees or elect Fellows in return for donations, but was concerned that the proposed amendments did not go far enough in ensuring that this was the case. In particular, it was felt that the acknowledgement that “substantial philanthropic support” for the College could be considered as one of the possible criteria for an award and the proposed delay of at least a year between the receipt of a donation and the consideration of an award were inconsistent with this principle. It was also suggested that the College should devise an alternative way of recognising the contribution made by donors, either with a separate benefactors’ medal, or through automatic election to a Court of Benefactors. The Council asked the Clerk to revise the proposed amendments to take account of members’ comments on this issue. 53 Council 25th November 2011 Resolved: That the nominations for the election of Fellows of the College and for the award of the Imperial College Medal, as set out in Paper F, be approved. HEFCE FINANCIAL FORECASTS (PAPER G) 28. The Chief Financial Officer presented Paper G and noted that, for the second year, HEFCE had decided to defer the submission of forecast financial data relating to future years until June. Thus the financial forecast to be submitted now covered data relating to 2009/10, 2010/11 and the budget for the 2011/12 financial year only. Resolved: That the Financial Forecasts and Commentary, as set out in Paper G, be approved. DEPARTMENT OF CHEMICAL ENGINEERING NAME CHANGE (PAPER H) 29. The Principal of the Faculty of Engineering, Professor Jeff Magee, presented Paper H concerning the Department of Chemical Engineering’s request for a formal change of name. Resolved: That the change of name of the Department of Chemical Engineering and Chemical Technology to the Department of Chemical Engineering be approved. ANNUAL MONITORING STATEMENT (PAPER I) 30. The Clerk presented Paper I, which was received for information. DEVELOPMENT BOARD UPDATE (PAPER J) 31. The Rector presented Paper J and reminded members that, as he had already noted, proposals for reconfiguring the College’s development activities were currently being considered and would be presented to the Council at its next meeting. For the time being, he noted that the current fund raising campaigns were progressing well with a significant increase in the number of alumni now making donations to the College. Although the size of the College’s Development division was significantly smaller than those of many other Russell Group universities, it was still performing at a comparable level. He suggested that this put the College in a good position to respond to the recommendations being prepared by Dr. Cash. Council 25th November 2011 54 MAJOR PROJECTS (PAPER K) 32. Paper F was received for information. STAFF MATTERS (PAPER L) 33. Paper G was received for information. ANY OTHER BUSINESS 34. There was none. NEXT MEETING 35. The Clerk reminded members that the Council’s next Meeting would be held on Friday, 10 February 2012. 55 Council 25th November 2011 PAPER A – FOR DECISION REPORT FROM NOMINATIONS COMMITTEE 1. At a meeting on 14 November the Nominations Committee considered a discussion paper on the future roles of the rector and deputy. The paper from the College Secretary is attached for Council to take a view on how the issues in it might shape the search for the rector’s successor. Depending on the outcome, the intention would be for the Nominations Committee to bring a paper to the February meeting of Council which would formally start the search, recommend a job description and person specification and propose members of the search committee. 2. In the mean time, Council is asked to approve a list of suitable search agencies to be asked to tender to assist in the process. The Nominations Committee recommends that Heidrich & Struggles, Perrett Laver and Saxton Bampfylde be asked to submit bids for review by the Nominations Committee in the New Year and possible interview at the first meeting of the Search Committee. 3. The Nominations Committee also considered membership of itself, the Remuneration Committee and Council and makes the following recommendations: Mr Jeremy Newsum be appointed a member of the Nominations Committee and the Remuneration Committee. Mr Muir Sanderson be appointed a member of the Nominations Committee The Chair be asked to approach a potential candidate to ascertain whether she might consider joining the Council as an external member. EMB Council 25th November 2011 56 IN CONFIDENCE THE RECTORSHIP OF IMPERIAL COLLEGE Discussion Paper by the College Secretary and Clerk to the Council INTRODUCTION 1. At a meeting of Council on 23 September 2011, mindful of the present rector’s retirement in December 2013, the issue of whether the post of rector should be filled in its current form was raised. Discussion had been prompted by an awareness that the outward facing duties of the rector were increasing to the extent that to fulfil them adequately would require a substantial investment in time to the possible detriment of the internal affairs of the College. Given that public funding pressures were likely to make philanthropic and other private income to the College more important in the years to come, the Council asked that thought be given as to how the leadership of the College might be organised to take this into account. US MODEL 2. One successful model to investigate is the US one where a President is the chief executive of a university but academic and support programmes are supervised by a Provost responsible to the President. The President, as chief executive, retains oversight of all functions but spends a large proportion of their time on external responsibilities, building good relationships with alumni and donors, government, business, international organisations etc. Although the President is outward facing, the President is much more than an ambassador. Indeed, presidents cannot perform their outward role properly if they do not fully understand the university, form and empower a strong senior team and develop good relationships with staff. 3. A close relationship between the President and Provost, who also acts as the President’s deputy, is essential for success. The Provost’s visibility is more internal than external. He or she should command respect, be empowered to take decisions and make them work in practice. With higher external visibility, the President needs to have a strong presence and ambassadorial skills. Both must possess the intellectual depth to lead very complex organisations whose academic (and some other) members are authorities in their own fields. Both Presidents and Provosts are usually academics; Provosts invariably so, Presidents, on occasion, may be appointed from other sectors. Provosts are usually appointed from the current senior academic staff of the university; presidents are less likely to come up through the ranks of their own university. 4. The Provost will not make a major decision without agreeing it with the President beforehand and likewise the President will consult the Provost on the external positioning of the university. The heads of the academic faculties are formally appointed by the President but report to the Provost who is directly involved in the appointment process. They and 57 Council 25th November 2011 other academic staff have access to the President should they wish. The obvious risk that the Provost’s authority could be undermined is countered by the Provost briefing the President before academic staff meet the President. 5. If the College is to invest significantly in fund-raising and alumni relations then the head of the College has to devote significant time to this. Those with US experience counsel that the importance of this role is usually underestimated in the UK. It is not only the funds which are generated but also the influence that well-wishers could bring to bear which is important. Our alumni form a significant fraction of the world’s leaders in many fields and mobilising this community would help generate future students and research opportunities as well as exerting political influence. We should aim to build relationships over the long term. For this reason, it may be desirable if the head of the College had, say, up to two five year terms of office. An outside appointee would require about 18 months getting to know and understand the college with some of the early external engagements principally being in listening mode. EXECUTIVE BOARDS 6. A presidential system in place at the College would have implications for its management structure and possibly its governance. The senior executive group at leading US institutions seems to consist of a small number of officers, typically President, Provost, CFO, and a selection from COO, General Counsel, Secretary, and VPs for Development and Alumni and Student Affairs. ETH Zurich (at 15th, the one non-UK European institution to make the top 20 in the Times Higher Education world league table) has an executive Board of five (President, Rector, VP (Research and Corporate Relations), VP (Finance), and VP (HR and Infrastructure)). Although not straightforward to discover by web searches, most US executive Boards seem to be between five and eight in number with the President and Provost representing the academic ambitions of the institution. The College’s Management Board at present is 13 strong (Rector, Deputy Rector, four Principals, four Pro-rectors (research, education, enterprise, and international) CFO, College Secretary, CEO of ICHT) and meets monthly. A smaller group meets informally weekly – Rector, Deputy Rector, CFO, and College Secretary. The Principals meet weekly with the Deputy Rector who also convenes monthly meetings of support division heads. 7. Allocating resources appropriately between constituent units is fundamental to any successful academic organisation and can often be contentious, especially in times of financial stress. As such it can absorb considerable time and energy of senior management. At the College, a resource allocation committee chaired by the Deputy Rector handles the task for the academic departments and the process (for recurrent income) has been formula (performance) based for a generation or more, which helps (though does not eliminate) interFaculty concern over shares of resource. Consequently, the College already benefits from a Rector who does not usually need to get engaged in the detail of academic resource allocation or have to resolve disputes. Support departments’ budgets are agreed in a planning round which may engage the Rector who also chairs the capital allocation committee. Council 25th November 2011 58 8. At both Cambridge and Oxford the US model of a president and provost is perhaps being introduced gradually over a period of time. A senior Pro-VC or equivalent has been given responsibilities similar to a provost, so relieving the VC of some internal duties and freeing up more time for their outward facing role. At Cambridge, the former VC estimated the time she spent on internal and external work at about 50% on each. At the College, the Rector considers that he currently spends about 80% of his time on internal affairs and 20% on external and would find it difficult to spend more time on the latter without detriment to the former unless the organisation reporting to him were changed. Mechanically calculating how much time is likely to be spent on meetings, travel, writing and thinking for each of the senior posts might help define roles and act as a check that they are practicable. OPTIONS FOR THE COLLEGE 9. Should the College decide it needs its head to devote more time to external activity then various options present themselves: a. Establish a new post of President (or similar title) who would be the College’s chief academic and administrative officer accountable to Council; recast the post of Rector to take responsibility for the academic and support operation of the college (a provost equivalent) who would report to the President b. Maintain the Rector as chief academic and administrative officer accountable to Council; enlarge the role and responsibility of the Deputy Rector to take responsibility for the academic and support operation of the college (a provost equivalent) with the Faculty Principals reporting to the Deputy Rector/Provost c. Maintain the Rector as chief academic officer but activate the possibly parttime but executive post of Chancellor (allowed for in the College’s Statutes) to concentrate almost exclusively on external affairs. Whether the Chancellor or Rector was the chief executive accountable to the Council would need to be determined. 10. Option c is unlikely to be successful because of the inherent ambiguity around the chief executive role and because the Chancellor, even if recruited internally, is unlikely ever to know sufficient of the College to be credible either externally or internally. It would be an ambassadorial role. 11. Options a and b are essentially the same other than for the titles and perceptions of the posts. Option a carries the advantage that the change of title would signify to all some change in the duties or priorities of the chief executive. It does, though, suffer from the significant disadvantage that the College’s Charter and Statutes would both need to be changed, requiring agreement of the Court, approval by the Privy Council and some considerable period of time to effect. 12. Both option a and b would have implications for the management of the College at a level below its head. If the President/Rector is to devote more of their time to external affairs but retain oversight of the College, then it seems likely that his or her direct reports should be reduced in number and limited, for example, to the Deputy Rector/Provost, CFO, College 59 Council 25th November 2011 Secretary, possibly the Pro Rector (Enterprise) and directors of strategy and planning, communications, and development. The President/Rector might chair a small Executive Board which would advise on strategy, finance, development, and operations as well as the overall academic direction. The Deputy Rector/Provost, who would serve as first amongst equals, would be responsible for operational oversight of all programmes of the College. The Principals and Pro Rectors (maybe other than the Pro Rector (Enterprise)) would report to him or her as might any COO post. The Deputy Rector/Provost would chair a group comprising essentially the current Management Board (normally meeting without the rector) with slightly narrower terms of reference. 13. The Deputy Rector/Provost would have budget responsibility for the Faculties (though they may wish to continue to use the current performance based resource allocation methodology as advised by an appropriate committee) and support services. As the reason for considering change is to respond to the increase in senior work load, it would be important to realise that a re-designation of duties and responsibilities of posts and committees would not, of itself, provide any additional senior resource. Additional post(s) may therefore need to be considered, reporting to the President/Rector or Deputy Rector/Provost. 14. Given that a small rector’s group already meets weekly on an informal basis and the deputy rector convenes a weekly meeting of Faculty Principals then the framework for a change in the senior executive board organisation perhaps already exists. 15. The executive membership of Council currently comprises the Rector, Deputy Rector, CFO and the four Principals. Any revised roles for the Rector and Deputy Rector and reformed senior executive and academic management boards would not, of themselves, necessitate any change in the membership of Council. NEXT STEPS 16. Council is asked by the Nominations Committee to consider these matters and determine how it should proceed in the commencement of its search for the next rector. It should be noted that the current opportunity to restructure the role of the chief executive may not re-present itself for another 10 years or so. If the Council concludes that a president/provost model was appropriate and that such a structure could be accommodated in the present Rector/Deputy model (with a revision of responsibilities) then the search could be commenced with appropriate adjustments to the President/Rector’s job description and person specification. If it concludes that the next rector should have the same role as previous ones, then clearly the search can be commenced with no changes. If it concludes that a President should be appointed with a role that was almost all outward facing and a Rector retained whose role was almost all internal then a more complicated procedure would be required and the timing of appointments critical given the current rector’s retirement date of December 2013. In all bar the status quo case, sufficient time should be found for the wider college community to comment on any proposal for change. 17. I am very grateful to the small number of people with whom I have discussed these ideas in strict confidence, especially, from outside the College, Professor Andrew Hamilton, Council 25th November 2011 60 Vice-Chancellor of Oxford University and former Provost of Yale University and Professor Alison Richard, former Vice-Chancellor of Cambridge University and former Provost of Yale University. RF Eastwood 14 November 2011 61 Council 25th November 2011 PAPER B – FOR DECISION ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2011 A Note by the Chief Financial Officer 1. A copy of the College’s Annual Report and Accounts (the Financial Statements) for the year ended 31 July 2011 is enclosed with these Papers.1 2. The Financial Statements have been approved within the College and have been considered by the Audit Committee, which has recommended that they should be approved by the Council. The Audit Committee will make its own report to the Council in accordance with the Audit Code of Practice issued by the Higher Education Funding Council for England. 3. The Council is invited to consider and, if it sees fit, approve the Financial Statements for the year ended 31 July 2011. MS 1. The Annual Report and Financial Statements are published separately and therefore are not included with these Minutes Council 25th November 2011 62 PAPER C AUDIT COMMITTEE ANNUAL REPORT 2011 A Note by the Chairman of the Audit Committee INTRODUCTION 1. This Report covers the Audit Committee’s work for the financial year 2010-11 and is set out in the format recommended by the Higher Education Funding Council for England (HEFCE) in its Audit Code of Practice. TERMS OF REFERENCE AND MEMBERSHIP 2. The Committee’s terms of reference and membership are attached at Annex A. The terms of reference were amended in November 2010 to take account of the latest guidance from HEFCE and as a result of the governance review undertaken by the Council during 2009-10. 3. Although a number changes were made to the membership, the Committee had a full complement of members for the entire financial year. The terms of office of two members, Sir Peter Gershon and Ms Carolyn Griffith expired in September 2010. At its meeting on 24 September 2010, the Council resolved to appoint Mr Stewart Newton and Mr Jeremy Newsum to the Audit Committee in succession to Sir Peter Gershon and Ms Carolyn Griffiths. 4. In addition to the external members of the Committee, meetings are attended by the Rector, Chief Financial Officer, College Secretary, Director of Finance and representatives from the external and internal auditors. MEETINGS OF THE AUDIT COMMITTEE IN 2011 5. Since its last Report to the Council, the Audit Committee has held meetings on 2 March, 8 June and 8 November 2011. Attendance at these meetings was excellent with average attendance at 93% for the year. INTERNAL AUDIT 6. During the financial year 2010-11 Internal Audit services were provided Deloitte & Touche, who were appointed following a competitive tendering exercise in 2007. Their initial appointment was for a period of five years from 1 August 2007. At its meeting in November 2011 the Committee agreed to extend the Internal Auditors appointment for a further two years, provided there was no change in the auditors’ senior team for the remainder of the term. The Internal Auditors will therefore now be subject to another competitive tender exercise in 2014. 7. The Internal Audit Strategy for 2010-11 was approved by the Audit Committee at its meeting 10 November 2010 and included a full programme of 29 audits. Of those completed, 20 were systems audits for which an assurance opinion has been provided and the rest were nonsystems based. Two of the planned audits have been deferred to 2011-12 and one was removed 63 Council 25th November 2011 from the Plan after discussion with the Director of Finance. The released days were allocated to other specific audit areas or to contingency. Of the 20 systems audits completed, all provided either ‘full’ or ‘substantial’ assurance. Three audit reports remain at a draft stage at the time of this report and discussions are in progress with management to finalise the reports in due course. However, based on the conclusion of work at the draft stage, Internal Audit has confirmed that these reports, once completed, will not have an impact on the overall opinion. 8. A copy of each internal audit report is passed to the College Secretary for information and discussion, as appropriate, at monthly management meetings. A further copy is issued to the Director of Finance so that he is aware of any control issues and/ or recommendations impacting upon the central finance function. The Audit Committee also receives regular updates on completed internal audit reports, including a summary of specific issues arising from the audits. Recommendations are categorised as priority one, two or three. No priority one recommendations have been made during the year (these are “major issues for the attention of senior management and the audit committee”). 9. At its meeting on 8 June 2010, the Audit Committee considered the Internal Audit Strategy for 2011-12. In line with the suggestion made by the Committee in the previous year, the Strategy had been considered and endorsed by the College's Management Board prior to its presentation to the Committee. The Plan includes 25 audits covering the whole College as well as a number of days set aside for pro-active fraud work. 10. The Audit Committee is satisfied with the level of management engagement with internal audit; management responses to recommendations have been appropriate and timely and follow up work conducted by the auditors shows that, in the majority of cases, these recommendations have been fully implemented. Overall, substantial and/ or full assurance was achieved for 100% of the systems audited. The Committee believes that this represents a very strong performance by the College. 11. The HEFCE Audit Code requires the Internal Auditors to provide the governing body, the accountable officer and the other managers of the College with assurance on the adequacy and effectiveness of risk management, control and governance arrangements. 12. Opinion. The Internal Auditors’ opinion is based on the audits completed and the follow up work undertaken, covering the period 1 August 2010 to 31 July 2011, as approved by the Audit Committee and limited to the audit scopes. On this basis, the Internal Auditors have confirmed that they are able to provide "reasonable assurance that the College has an adequate and effective system of internal controls for the year ended 31 July 2011. The control issues identified during [their] work do not materially impact upon the opinion to be provided in respect of the adequacy and effectiveness for the University’s arrangements for corporate governance, risk management, internal control and value for money." EXTERNAL AUDIT 13. External audit services are provided by PricewaterhouseCoopers (PwC), who have been re-appointed as the College’s External Auditors for a period of five years from 1 August 2011 following a tendering process conducted by the College (see below). 14. The Committee has previously approved a policy on the provision and pre-approval of all non-audit services by the external auditors. The policy is intended to ensure that any non-audit Council 25th November 2011 64 services provided by the external auditor do not impair, or appear to impair, the auditor’s independence or objectivity. In accordance with this policy, the external auditors will carry out their statutory audit duties, may carry out other work as auditors or reporting accountants and may also provide tax advisory services. There may also be other occasions when the external auditor is best placed to undertake other accounting, investigatory, advisory and consultancy work on behalf of the College, because of the auditor’s in-depth knowledge of the College or other specialist skills or knowledge, although several areas of work are specifically prohibited by the policy. The provision of non-audit services by the external auditor must be pre-approved and reported to the Audit Committee at its next scheduled meeting. The external auditor must also include in its annual report to the Audit Committee a report on all non-audit services provided during the year. The extent of any non-audit work conducted by the external auditor must also be disclosed in the College’s annual financial statements. 15. The following list provides details of all additional non-audit work undertaken by the external auditors during the year 2010-11. The external auditors have confirmed their view that they are not aware of any relationship or non-audit services that would impair their independence for the purposes of expressing an opinion on the financial statements. In their professional judgement, they are independent accounts with respect to the College, its subsidiaries and associates and the objectivity of the audit engagement leader has not been impaired. The Audit Committee concurs with this view on the independence of the auditors. US Department of Education Loans audit; College Fund agreed-upon-procedures; PwC Inform subscription; Liquidation work – Singapore; Accounting paper in respect of Woodland development; Imperial Innovations plc – Tax and VAT advice; and Imperial Innovations plc – assessment of working capital projects in respect of rights issue. 16. At its meeting in June 2011 the Committee considered the External Audit Strategy for the preparation of the Financial Statements for the year ended 31 July 2011. The Committee noted that the Auditors would be concentrating on a number of risks including: a. Imperial Innovations rights issue. c. Consort decommissioning. d. Pensions. e. Partnerships/ Alliances. f. Capital Developments. g. IT initiatives. h. The College Fund. 17. The Audit Committee meets with the External Auditors in private (i.e. with no College Officers present) at its November meeting following the completion of the external audit. 65 Council 25th November 2011 Accordingly, the Committee held a private meeting with the external auditors on 8 November to discuss the conduct of the external audit and any other matters that the Committee or the auditors wished to raise. 18. Opinion. The formal opinion of the Auditors is given in the Financial Statements for the Year Ended 31 July 2011 and in the External Auditors’ Report to the Audit Committee, but they have confirmed their intention to issue an unqualified audit opinion on the College’s Financial Statements. The external auditors have also confirmed that there were no unadjusted misstatements in the accounts which needed to be brought to the attention of the Audit Committee or the Council. Finally, on corporate governance and risk management, the external auditors have confirmed that that there is nothing in the College’s corporate governance statement in the Annual Report and Financial Statements “which contradicts [their] understanding of the College’s risk management processes. During the year internal audit undertook a full review of the College’s risk management processes and have confirmed management’s view that the College was fully compliant with the HEFCE requirements in 2010/11”. APPOINTMENT OF EXTERNAL AUDITORS 19. As noted above, the Audit Committee conducted a tendering process for the appointment of external auditors during the year. The process was carried out by a Tender Evaluation Committee operating in accordance with the College’s Financial Regulations and in particular its purchasing regulations. In June, the Committee received the Tender Evaluation Committee’s Report and agreed that PricewaterhouseCoopers (PWC) should be re-appointed as the College’s external auditors for a period of five years from 1 August 2011. COPORATE GOVERNANCE 20. In 2010-11 the Council undertook a review of the College’s governance arrangements. The recommendations from the review, which took into account best practice at other leading universities, as well as the views of stakeholders and of those knowledgeable in governance matters, were accepted by the Council in July 2010. The majority of these recommendations were implemented at the same meeting. The only outstanding issues were the implementation of changes to the membership of the Council, which required Privy Council approval, and the role and status of the Court. On 16 March 2011 the Privy Council approved the revisions to the Statutes required to implement the proposed changes to the membership of the Council and the appointment processes for senior staff at the College. In February 2011 the Council, after further consultation with the Court, agreed to reconfigure the Court as a stakeholder body to include representatives from associated NHS Trusts, funding agencies, alumni and companies, public sector bodies and charities which fund research and employ graduates from the College. The reconfigured Court came into effect on 1 October 2011. 21. One of the significant changes arising from the governance review was the introduction of a new Risk Committee with responsibility for reviewing the College's strategic risks. Following the creation of the Risk Committee, the Audit Committee's terms of reference were amended to ensure that there was no overlap in responsibilities between the two committees. A briefing note was also prepared for both committees setting out how the relationship between the two would be managed to ensure that there was no duplication of effort between the two and equally to ensure that there were no gaps in the consideration of particular risk areas. Council 25th November 2011 66 22. In June 2010 the HEFCE Audit Service conducted an Assurance Review of the College, with the intention of examining how Imperial exercised accountability for the public funding it receives. In conducting the review, the HEFCE Auditor met with the Chairman of Council, the Rector and the Chairman of the Audit Committee, in addition to several members of the College's senior staff. The overall conclusion of the review was that HEFCE was "able to place reliance on the accountability information". The resulting report, which was received in November 2010, included just one recommendation for improvement – that "the TRAC return should be reviewed by a committee of Council prior to its submission to HEFCE". This has now been implemented. 23. Opinion. The College's corporate governance arrangements have been considered by both the Internal and External Auditors and have also recently been subject to an in-depth review by the Council. The College's arrangements for approving its accountability returns have also been audited by the HEFCE Audit Service. Each of the audits and reviews has concluded that the College's arrangements for corporate governance are satisfactory and compliant with the HEFCE requirements in 2010-11. In the light of these reviews, the Audit Committee is able to provide the Council with a reasonable assurance on the adequacy and effectiveness of the College’s arrangements for corporate governance. VALUE FOR MONEY (VfM) 24. The Committee has previously agreed that the responsibility for considering VfM initiatives lies with the College’s Management Board and that it will base its opinion on VfM on the annual report considered by the Management Board and subsequently presented to the Audit Committee. 25 The Annual Report on VfM initiatives was presented to, and endorsed by, the Management Board in October 2011. The Report was then considered by the Audit Committee at its Meeting on 8 November 2011. 26. The Management Board is assisted by the VfM Steering Group. The Steering Group has responsibility to direct and monitor Imperial’s VfM programme so that it aligns with its strategic themes and objectives. In this context the VfM Steering Group helps to promote a culture of efficiency, effectiveness, and economy so that the College can compete successfully at an international level, earning respect and influence nationally and internationally. In line with HEFCE guidance, in preparing its report the VfM Steering Group draws on various sources of evidence and information, including quantitative, qualitative and subjective evidence to assess the VfM performance for the year. Its assessment is a composite of both numerical data and qualitative judgements including an evaluation of trends and comparisons with peers. All of the VfM activities and performance data are linked as far as possible to the College’s five year strategic plan and the most appropriate strategic themes and objectives, these being Research, Education, Translation, Resources and Organisation. VfM performance in each area is assessed using the traffic light system. This year all areas were assessed as Green (Good; on track, low risk) or Amber-Green (Satisfactory; broadly on track with some concerns which need to be addressed). 27. Opinion. In the light of this Report and the review of VfM arrangements conducted by Internal Audit, the Committee can confirm that appropriate management systems are in place for the evaluation and monitoring of the College’s VfM strategy. 67 Council 25th November 2011 RISK MANAGEMENT 28. Since 2003 the HEFCE has required higher education institutions to comply with the Turnbull and UK Corporate Governance Code Recommendations on Corporate Governance. This means that, when the governing body of a higher education institution approves that organisation’s annual accounts each year, it should state whether or not it is satisfied that all material risks facing the institution have been identified. To meet this requirement the College’s Risk Management Policy stipulates that the Management Board will carry out an annual review of the College’s Risk Register and Action Plan. The Management Board’s recommendations are then to be passed to the Audit Committee for consideration so that the Committee can, in turn, make its report to the Council. The Management Board conducted its review of the College’s Risk Register in October 2011 when a revised Risk Register and Action Plan was approved. 29. In addition to the Management Board’s review of the College’s operational risks, this year the new Risk Committee has been considering the strategic and long-term risks facing the College. It too has produced an annual report of its activities to assist the Audit Committee in forming an opinion on risk management at the College. In its report, the Risk Committee confirmed that it had no concerns about the effectiveness of the College’s overall risk management arrangements or the substantive and strategic risk items it had considered in the course of the year ended 31 July 2011. 30. The internal auditors also conducted a review of Risk Management in 2010-11. The review classified the assurance obtained as ’substantial’. In addition, risk management was included as an area of scope within the departmental audits conducted by the internal auditors, the aim being to assess the extent to which risk management was being effectively operated at that level. A key element of the recommendations arising from these audits was the need to further promote and enforce the ongoing review of risk registers during the course of the year across departments. However, it was acknowledged that the need for further work in this area was not unexpected given the ongoing nature of effective risk management. 31. Opinion. In the light of the Management Board’s Review of Risk Management, the work of the Risk Committee and the Internal Audit Report, the Committee is satisfied that the College has an effective risk management process in place and that the College’s risks have been appropriately identified and managed and the College is operating in accordance with the Turnbull and Corporate Governance Code recommendations, and is in compliance with the HEFCE’s current Accounts Direction. DATA QUALITY 32. In August 2008 HEFCE introduced a new requirement that audit committees provide an opinion on the management and quality assurance of data submitted to HESA and to HEFCE and other funding bodies. This opinion can be in the form of an Assurance Framework, elements of which can be provided by Internal Audit. At its meeting in November 2011 the Committee once again reviewed HEFCE’s guidance for audit committees on providing data assurance to funding bodies and noted in particular that “the audit committee is not expected to review data or data returns itself. Nor are committee members expected to be expert in data issues”. In this context, the Committee noted that its opinion on the management and quality assurance of data submitted to funding bodies relied on a framework of evidence provided by management and the auditors and as such could only provide a reasonable assurance that these systems were effective. Council 25th November 2011 68 33. In 2007, the Audit Commission issued ‘Improving information to support decision making: standards for better quality data’. The HEFCE guidance for Audit Committees on data management and quality, issued in 2008, refers to this document and suggests that the standards could be used to gather information for the Audit Committee, to help inform its opinion on the management and quality of data. In this context, ‘data’ is defined as ‘any data submitted to funding bodies’. The Audit Commission document notes that ‘The Audit Commission developed the Standards for Better Data Quality for use by public bodies to support improvement in data quality. The standards define a framework of management arrangements that bodies can put in place to secure the quality of the data they use to manage and report on their activities. The standards distil the principles and practices identified in existing guidance, advice and good practice. 34. Within Imperial College, there are a number of key data categories which are submitted to funding bodies, relating to students, staff, finance and research. The College has a Data Quality Policy, approved by the Management Board, and has established a Data Quality and Management Group, which is chaired by the College Secretary. The Group exists to share best practice and assess progress against the data quality objectives. Each year the Group completes a selfassessment exercise in order to evaluate College practice using the Audit Commission document on Standards for Better Quality Data. This aims to gather information on data management and quality from across the College. The Group includes representatives from finance, TRAC, HR, research, planning and registry. The report generated by the self-assessment demonstrates the approach to data quality and management across the College, and provides a benchmark against which the College will measure its performance in future. 35. The 2010-11 Internal Audit programme included a number of audits which included aspects of data quality management. These included a systems audit in respect of TRAC, which provided ‘full’ assurance and two audits of research services, which both provided ‘substantial’ assurance. As has already been noted the HEFCE Assurance Service visited the College in 2010 to undertake a HEFCE assurance review. Only one recommendation for improvement was made, that the College’s TRAC return should be reviewed by Audit Committee. This return was considered by the Audit Committee in March 2011. As the TRAC return had to be submitted by the end of January, the Committee’s reviewed the return retrospectively. In addition, in January 2011 the College was audited as part of the Research Councils UK Assurance Programme. It received an overall assurance outcome of ‘satisfactory’ for the administration and management of grant funding and ‘substantial’ for compliance with TRAC methodology. 36. Opinion. Based upon the results of these internal and external assessments of data management and quality and the framework of arrangements in place to secure data quality across the College, the Audit Committee is satisfied that systems are in place to provide reasonable assurance as to quality and accuracy of the data submitted to HESA and to HEFCE and other funding bodies and that these systems are effective. FRAUD 37. It is generally recognised that there is an increased risk of fraud during an economic downturn. In order to ameliorate this risk, the internal auditors provided a programme of fraud awareness during the year and conducted a number of unannounced spot checks across the College. The possibility of such checks were publicised to ensure that staff were aware that the College would take action against fraud. During the year four instances of potential fraud were reported and investigated. In two of these cases no evidence of fraud was found. One case is still being investigated, but is below the value level required to report to HEFCE. In the fourth case, the 69 Council 25th November 2011 police have made an arrest, but the potential value of this fraud is still being estimated, in part to determine if it should be reported to HEFCE. 38. In addition to their work in countering fraud, the internal auditors have also provided a briefing on the Bribery Act 2010 and its potential impact on the College. A bribery risk assessment is being prepared and will be brought before the Audit Committee in due course. CHARITY REGULATION 39. On 1 June 2010 HEFCE became the principal regulator of those higher education institutions (HEIs) in England that are exempt charities, including the College. This new responsibility results from the Charities Act 2006, and stems from a government decision that all charities should be subject to regulation. Although expected to comply with charity law, exempt charities such as the College were previously outside the scope of the Charity Commission's regulatory powers. From 1 June 2010, the exempt charity regulation provisions of the 2006 Act came into effect for universities, and they are now subject to the Charity Commission's powers. In the Financial Memorandum HEFCE has set out the additional reporting requirements necessary to meet its obligations as the Charity Regulator. These include the publication of information about the College's charitable status on its own website and the inclusion of a public benefit statement in the College's annual accounts. In addition, since 1 June 2010, institutions have had a duty to report serious incidents to HEFCE at the time when they are identified. Institutions are also required to confirm in their annual assurance returns that any serious incidents have been appropriately reported to HEFCE. Serious incidents are defined as follows: a. The loss of assets through fraud, theft or other cause where the value of the loss is in excess of £25,000. b. The receipt of donations of more than £25,000 from unknown donors, or where the source cannot be verified. c. HEI. The abuse or mistreatment of a charitable beneficiary involved in activities of the d. The disqualification of a Trustee. e. Known or alleged links (other than for bona fide academic reason) with proscribed organisations or terrorism; this applies to trustees, staff, students, or anyone else associated with the HEI. 40. The Public Benefit Statement is included in the Annual Report and Financial Statements. It confirms that the Council has had due regard to the Charity Commission’s guidance on the reporting of public benefit and in particular to its supplementary public benefit guidance on the advancement of education and on fee charging. Due regard has also been paid to the additional guidance issued by HEFCE in its role as principal regulator on behalf of the Commission. A statement on the College’s charitable status was published on its web pages before the deadline of 31 January 2011. Finally, the Audit Committee is able to confirm that there have been no serious incidents at the College in the period since 1 June 2010 that would need to be reported to HEFCE as the Charity Regulator. Council 25th November 2011 70 OTHER WORK 41. Scheduled System Upgrades. At its meeting in June 2011, the Committee received a presentation on the proposed upgrade of the Oracle systems used by the College. The major upgrade to Oracle Release 12 would cover the College’s finance, payroll, HR, grants and labour distribution IT systems and therefore presents a potential risk to the operation of these important systems. The presentation to the Committee set out the schedule for the upgrade, the College’s previous experience in managing similar upgrades and the governance and risk management processes that were being put in place for this upgrade. The Committee was assured that disruption would be minimised through the use of a comprehensive testing regime and that the upgrade would not be released until it had been fully tested. Furthermore, the upgrade had been discussed with both the internal and external auditors and additional risk-based work undertaken in recognition of the additional system risks presented by this upgrade. 42. Contingent Liabilities. In 2009 the Committee agreed that it should be updated on a regular basis on the College's contingent liabilities. Accordingly, a report on contingent liabilities was provided for the Committee at each of its meetings in 2010-11. OPINION 43. In the Committee’s terms of reference (attached at Annex A to this Report) the Council has given the Audit Committee the responsibility to report to the Council at least annually on its activity for the year and to give its opinion on the adequacy and effectiveness of the University’s risk management control and governance arrangements; its arrangements for promoting economy, efficiency and effectiveness; and the arrangements for the management and quality assurance of data submitted to the Higher Education Statistics Agency (HESA), HEFC and other funding bodies. 44. Given the assurances contained in the reports made to the Audit Committee during the year by the Internal and External Auditors, and in the summaries of their annual reports to the Audit Committee contained in this Report, together with those received from the College’s management, the Audit Committee is able to provide the Council with a reasonable assurance on the adequacy and effectiveness of the College’s arrangements for risk management, control and governance and value for money. It is also able to provide a reasonable assurance that systems are in place to ensure the quality and accuracy of the data submitted to HESA and to HEFCE and other funding bodies. Mrs Philippa Couttie Chairman, Audit Committee 71 Council 25th November 2011 Annex A AUDIT COMMITTEE TERMS OF REFERENCE 1. To keep under review the effectiveness of internal control systems, risk management and corporate governance arrangements, and in particular to review the external auditors’ management letter, the internal auditors' annual report, and management responses. 2. To consider the Annual Financial Statements in the presence of the external auditors, including the auditors’ formal opinion, the statement of members’ responsibilities and the statement of internal control, in accordance with the funding council’s accounts direction. 3. To monitor the implementation of agreed recommendations arising from internal and external audit reports. 4. To advise the Council on the appointment of the external auditors, the audit fee, the provision of any non-audit services by the external auditors and any questions of resignation or dismissal of the external auditors. 5. To discuss with the external auditors, before the audit begins, the nature and scope of the audit. 6. To discuss with the external auditors problems and reservations arising from the interim and final audits, including a review of the management letter, incorporating management responses, and any other matters the external auditors may wish to discuss (in the absence of management where necessary). 7. To consider and advise the governing body on the appointment and terms of engagement of the internal audit service (and the head of internal audit if applicable), the audit fee, the provision of any non-audit services by the internal auditors, and any questions of resignation or dismissal of the internal auditors. 8. To review the internal auditors’ audit needs assessment, strategy and programme; to consider major findings of internal audit investigations and management's response; and promote co-ordination between the internal and external auditors. The Committee will ensure that the resources made available for internal audit are sufficient to meet the University’s needs. 9. To satisfy itself that suitable arrangements are in place to promote economy, efficiency and effectiveness. 10. To ensure that all significant losses have been properly investigated and that the internal and external auditors, and where appropriate the funding council’s accounting officer, have been informed 11. To oversee the University’s policy on fraud and irregularity, including being notified of any action taken under that policy Council 25th November 2011 72 12. To receive any relevant reports from the National Audit Office, the HEFCE and other organisations. 13. To monitor annually the performance and effectiveness of external and internal auditors, including any matters affecting their objectivity. 14. To report to the Council at least annually on its activity for the year and to give its opinion on the adequacy and effectiveness of the University’s risk management control and governance arrangements; its arrangements for promoting economy, efficiency and effectiveness; and the arrangements for the management and quality assurance of data submitted to the Higher Education Statistics Agency (HESA), HEFC and other funding bodies. 15. In the event of the merger or dissolution of the University, to ensure that the necessary actions are completed, including arranging for a final set of financial statements to be completed and signed. 16. The Committee shall have the authority to call for any information from College officers, external and internal auditors and others which it considers necessary to discharge its responsibilities effectively. CONSTITUTION 17. The Committee and its Chairman shall be appointed by the Council from among its own members and must consist of members with no executive responsibility for the management of the University. No member of the Audit Committee may also serve on the University’s Finance Committee or its equivalent. 18. Members a. A Chairman to be appointed by the Council from among the external members of the Council. b. Three members, at least one of whom shall have recent and relevant expertise and experience in finance, accounting or auditing, to be appointed by the Council from among the external members of the Council. c. The Committee shall have the power to co-opt up to two additional external members, if it sees fit. 19. In Attendance The Rector The Deputy Rector The College Secretary The Chief Finance Officer The Director of Finance Representatives of the internal and external auditors 20. Secretary The Head of Central Secretariat and Assistant Clerk to the Court and Council 73 Council 25th November 2011 MEETINGS AND REPORTING 21. The Committee shall meet not less than three times a year. The external auditors and internal auditors may request that additional meetings be held if they consider it necessary. 22. The minutes of meetings of the Committee will be circulated to all members of the Council. 23. The Committee will prepare an annual report covering the University’s financial year and any significant issues up to the date of preparing the Report. The Report will be addressed to the Rector and to the Council and will summarise the activity for the year. It will give the Committee’s opinion on the adequacy and effectiveness of the University’s arrangements for: a. Risk Management, control and governance arrangements. b. Arrangements for promoting economy, efficiency and effectiveness (value for money). c. The arrangements for the management and quality assurance of data submitted to the Higher Education Statistics Agency (HESA), HEFC and other funding bodies 24. This Report will be presented to the Council before the members’ responsibility statement in the Annual Financial Statements is signed. 25. The Committee will also provide an annual statement on the University’s Accounts to the Court at its annual meeting. QUORUM 26. The quorum shall be the Chairman and one other member. PRESENT MEMBERSHIP: Mrs. P. Couttie (Chair) Sir Peter Gershon (to 30 September 2010) Ms. C. Griffiths (to 30 September 2010) Ms. R. Lomax Mr. J. Newsum (from 1 October 2010) Mr. S. Newton (from 1 October 2010) Ms. K. Kantor (co-opted) Council 25th November 2011 74 PAPER D – FOR DECISION EXTERNAL AUDITORS’ REPRESENTATION LETTER A Note by the Chief Financial Officer 1. As part of the audit of the College’s annual accounts, the Council is required to provide the External Auditors, PricewaterhouseCoopers, with a Representation Letter, which acknowledges the Council’s responsibilities under the Financial Memorandum with the Higher Education Funding Council, and sets out a series of representations concerning the documentation and information on which the Annual Report and Accounts are based. 2. The draft Representation Letter has been considered and endorsed by the Audit Committee. 3. The Council is now asked to consider and, if it sees fit, approve the Representation Letter, a copy of which is attached at Annex A. MS 75 Council 25th November 2011 Annex A Imperial College London Faculty Building South Kensington Campus London SW7 2AZ Tel: +44 (0)20 7594 8699 Fax: +44 (0)20 7594 8720 www.imperial.ac.uk For attention of: Clive Everest PricewaterhouseCoopers LLP 7 More London Riverside London SE1 2RT Dear Sirs This representation letter is provided in connection with your audit of the financial statements of Imperial College London (the “College”) and the consolidated financial statements of the College and its subsidiaries and associates(together the “group”) for the year ended 31 July 2011 for the purpose of expressing an opinion as to whether the financial statements of the College and the consolidated financial statements of the group give a true and fair view, have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice (UK GAAP), and have been prepared in accordance with the Statement of Recommended Practice (SORP) on Accounting for Further and Higher Education 2007 and the Charities Act 1993 (as amended by the Charities Act 2006). Subsequent references in this letter to “financial statements” refer to both the financial statements of the College and the consolidated financial statements of the group. We confirm that the following representations are made on the basis of enquiries of management and staff of the College and the group with relevant knowledge and experience and, where appropriate, of inspection of supporting documentation sufficient to satisfy ourselves that we can properly make each of the following representations to you. We confirm, for all members of the Council (who are also directors for the purposes of the company law) directors’ report is approved, to the best of our knowledge and belief, and having made the appropriate enquiries, the following representations: Financial Statements We have fulfilled our responsibilities, as set out in the terms of the audit engagement letter, for the preparation of the financial statements in accordance with UK GAAP and the Statement of Recommended Practice (SORP) on Accounting for Further and Higher Education 2007, the Accounts Direction issued by the Funding Council and the Charities Act 1993 (as amended by the Charities Act 2006).; in particular the financial statements give a true and fair view in accordance therewith. All transactions have been recorded in the accounting records and are reflected in the financial statements. All grants, donations and other income have been notified to you and where donations are subject to specific terms or conditions, we confirm that they have been accounted for as restricted donations. There have been no breaches of terms or conditions during the period in the application of such income. Council 25th November 2011 76 We are not aware of any instances where we have not provided in the financial statements for grants repayable to the funding council(s). We have made all correspondence relating to funding from the funding council(s) available to you Significant assumptions used by us in making accounting estimates, including those surrounding measurement at fair value, are reasonable. All events subsequent to the date of the financial statements for which UK GAAP requires adjustment or disclosure have been adjusted or disclosed. Information Provided Each member of the Council has taken all the steps that he or she ought to have taken as a charity trustee in order to make himself or herself aware of any relevant audit information and to establish that you (the College’s auditors) are aware of that information. We have provided you with: - Access to all information of which we are aware that is relevant to the preparation of the financial statements such as records, documentation and other matters; - Additional information that you have requested from us for the purpose of the audit; and - Unrestricted access to persons within the group from whom you determined it necessary to obtain audit evidence. So far as each member of the Council is aware, there is no relevant audit information of which you are unaware. Fraud and non-compliance with laws and regulations We acknowledge our responsibility for the design, implementation and maintenance of internal control to prevent and detect fraud. We also acknowledge our other responsibilities under the Financial Memorandum with the Funding Council, including, in particular, our responsibilities to conduct the business of the institution in accordance with the Further and Higher Education Act 1992, the conditions set out in the Financial Memorandum and any other conditions that the Funding Council may from time to time prescribe. We have disclosed to you the results of our assessment of the risk that the financial statements may be materially misstated as a result of fraud. We have disclosed to you all information in relation to fraud or suspected fraud that we are aware of and that affects the group and involves: - Management; - Employees who have significant roles in internal control; or - Others where the fraud could have a material effect on the financial statements. We have disclosed to you all information in relation to allegations of significant fraud, or suspected fraud, affecting the College and group’s financial statements communicated by employees, former employees, analysts, regulators or others. We have disclosed to you all known significant instances of non-compliance or suspected noncompliance with laws and regulations whose effects should be considered when preparing financial statements. 77 Council 25th November 2011 Regularity We confirm that there are no instances where the business of the institution has not been conducted in accordance with the Further and Higher Education Act 1992, the conditions set out in the Financial Memorandum and other conditions that the Funding Council from time to time prescribe. Application of funds We confirm that funds, from whatever source, administered by the institution for specific purposes, have been properly applied to those purposes and, where relevant, managed in accordance with appropriate legislation, and that all funds provided by the Funding Council(s) have been applied in accordance with the relevant Financial Memorandum and any other terms and conditions applied to them. Related party transactions We have disclosed to you the identity of the College and group’s related parties and all the related party relationships and transactions of which we are aware. Related party relationships and transactions have been appropriately accounted for and disclosed in accordance with the requirements of FRS 8, the Statement of Recommended Practice (SORP) on Accounting for Further and Higher Education 2007 or other requirements, for example, the Charities Act 1993 (as amended by the Charities Act 2006). We confirm that we have identified to you all employees with emoluments over £100,000 per annum and all senior employees receiving compensation for loss of office, as defined by Funding Council guidance, and that we have disclosed emoluments and compensation for loss of office in accordance with the Financial Memorandum and the Accounts Direction. We confirm that no member of the Council other than the Rector and staff members received any payment from the College, other than the reimbursement of travel and subsistence incurred in the course of their duties. Employee Benefits We confirm that we have made you aware of all employee benefit schemes in which employees of the College and the group participate. We confirm that the College’s share of the underlying assets and liabilities of the Universities Superannuation Scheme (USS), the Superannuation Arrangements of the University of London (SAUL) and the NHS Pension Scheme cannot be identified and a consequence the schemes have been accounted for as a defined contribution scheme. Specialist Engineering facility decommissioning Regarding the provision for decommissioning of the specialist engineering facility, an accounting estimate that was recognised in the financial statements: We used appropriate measurement processes, including related assumptions and models, in determining the accounting estimate in the context of UK GAAP. Measurement processes were consistently applied from year to year. The assumptions appropriately reflect our intent and ability to carry out specific courses of action on behalf of the College, where relevant to the accounting estimates and disclosures. Council 25th November 2011 78 Disclosures related to accounting estimates are complete and appropriate under UK GAAP. No subsequent event requires adjustment to the accounting estimates and disclosures included in the financial statements. Contractual arrangements/agreements All contractual arrangements (including side-letters to agreements) entered into by the College and the group have been properly reflected in the accounting records or, where material (or potentially material) to the financial statements, have been disclosed to you. Litigation and claims We have disclosed to you all known actual or possible litigation and claims whose effects should be considered when preparing the financial statements and such matters have been appropriately accounted for and disclosed in accordance with UK GAAP. Taxation We have complied with the taxation requirements of all countries within which we operate and have brought to account all liabilities for taxation due to the relevant tax authorities whether in respect of any corporation or other direct tax or any indirect taxes. We are not aware of any noncompliance that would give rise to additional liabilities by way of penalty or interest and we have made full disclosure regarding any Revenue Authority queries or investigations that we are aware of or that are ongoing. In managing the tax affairs of the institution and the group, we have taken into account any special provisions such as transfer pricing, debt cap, tax avoidance disclosure and controlled foreign companies legislation as applied in different tax jurisdictions. We confirm that to the best of our knowledge, throughout the year, the College has acted within its charitable objectives and that where we exposed to direct taxes we have disclosed and accounted for correctly in the financial statements. As minuted by the Council at its meeting on 25 November 2011. .................................................................... .......................................................................... (Chair) (Rector) For and on behalf of ………………………………………………………….......................... Date………………………………………………… 79 Council 25th November 2011 PAPER E IMPERIAL WEST – PLANNING UPDATE A Note from the Chairman of the Syndicate SUMMARY 1. The Syndicate has recently reviewed and unanimously approved the approach being taken to achieve planning permission for Imperial West. We now look to Council to endorse that approval ahead of the submission deadline of 9th December 2011. The proposals meet the development brief and would deliver a significant uplift in land value assuming that consent is achieved. The College’s financial exposure is limited to 50% of the planning costs and the College retains full flexibility over the delivery of all elements of the site. The scheme has been well received by the local planning authority and the Greater London Authority, though there has been some local opposition. The scheme is fully compliant with planning regulations and is consistent with emerging policy for the White City Opportunity Area. MASTERPLAN 2. The proposed scheme delivers 1 million square foot of built space on seven development sites around a large garden square. The development includes the phase 1 student accommodation buildings and extends to include: in detail a multi-use academic building, a commercial laboratory and office building, and a residential tower; and in outline two further flexible academic buildings and a hotel. Council 25th November 2011 80 BENEFITS 3. The scheme has the flexibility to deliver either future academic buildings or profitable development sites. The development brief for 2/3 academic use and 1/3 commercial use delivers an indicative post planning land value of £58m vs the £28m cost – a net uplift of £24m after planning costs of £6m. RISKS 4. The current financial risk is that the planning budget will be spent without delivering a successful consent. The College has committed £2.75m to this project, defraying the risk through joint venturing. If no consent is achieved, this expenditure would be written off. However, £12m of land gain has already been secured through Phase 1, and the planning work undertaken will remain valuable for any future schemes for the site. 5. The scheme also presents a reputational risk as there is an increase in development density from 300,000 sq ft to 1 million sq ft; and an increase in height with the tower rising to 110m (34 stories). The College has received broad support for the scheme within Hammersmith and Fulham, but strong opposition has emerged from the St Helen’s Residents Association which represents some homeowners in the Royal Borough of Kensington and Chelsea Conservation Area to the east of the site. The opposition is focused on a desire to have no visible development from the Conservation Area. This cannot be achieved without a major reduction of the development brief. 6. The prominence of the scheme presents an additional political risk as it could become a specific point of debate for the upcoming mayoral elections (May 2012). The planning timetable recognises this risk and targets submission in December of this year so that determination can be achieved before the election is in full swing. A submission date of 9th December is the latest acceptable point to minimise this risk. CONCLUSION AND ACTION 7. The scheme delivers the development brief, is consistent with emerging policy, and meets the technical demands of the location. It provides full flexibility to the College to develop out the site for core or non-core purposes at its absolute discretion. It also delivers a significant increase in land value. It has political and officer support at the local authority and GLA, but is subject to vocal opposition from the local Conservation Area. 8. The syndicate unanimously support the proposed masterplan. Council are therefore asked to take note of the nature of the scheme, along with the financial and reputational risks, and to endorse the scheme for formal submission on or before the 9th December 2011. JN Nov 11 Also attached to this Planning Update are a briefing paper on Centre House and the approved terms of reference of the Syndicate. 81 Council 25th November 2011 W12 PROPERTY OPPORTUNITY – CENTRE HOUSE A Briefing Paper by the Chief Executive of the College Fund SUMMARY 1. Imperial has the opportunity to secure control over land from the tube stations at White City all the way to Imperial West through a leasehold interest in property owned by the BBC. The cost is small even in the event that the property itself is never fully let; in addition there is a robust business case that delivers an acceptable return on investment. There are clear mitigating actions to manage the inherent risks, and the worst case scenario would not have a material impact on the ongoing operations of the College Fund or the College. The scheme falls within the parameters of existing delegated authorities and in addition has been approved by the Rector and Chief Finance Officer. This note outlines the terms for Council’s information. STRATEGIC CONTEXT 2. A weakness with the current Imperial West strategy has been the lack of a private access to the main Tube stations at Wood Lane and White City given the White City environment. We have already secured a 2 acre site that brings controlled access from the Imperial West site to south of the A40. This lease completes the connection so that the College can create a safe and secure route from the Tube stations to the new campus. 3. The scheme also enables high quality space at the South Kensington campus to be released back to the academic mission, provides a pilot site for Imperial’s translation activities in White City and visibly demonstrates to the local authority the College’s commitment to the location. STRUCTURE AND BUSINESS CASE 4. The College will take control of the site, Building C of Centre House, through its 100% owned subsidiary Imperial BioIncubator Limited which will take a leasehold interest with a term of 10 years subject to a mutual break in December 2018. This provides sufficient time to recover the capital outlay involved, but also ensures that the College’s ultimate liabilities are limited. 5. The building will then be refurbished to provide commercially viable laboratory and office space for technology driven start-up companies. 6. A pre-let for c.40% of the building is agreed with DNA Electronics Limited, an established and profitable technology transfer company, on commercial terms. The balance of the space will be made available for letting with a prudent assumption on the market rent and the void rate. FINANCIAL SUMMARY 7. The scheme has been assessed on a cash flow basis and assumes a worst case scenario of the lease break being triggered in December 2018. A top level summary of the expected performance is set out in the table below: Council 25th November 2011 82 2013 £m (0.52) 0.29 2014 £m 2015 £m Capital Expenditure Capital Receipts 2012 £m (1.57) 0.36 0.29 0.29 Operating Expenditure Operating Income (0.37) 0.32 (0.51) 0.64 (0.53) 0.77 (£1.26) (£0.16) £0.48 Total Cash Flow 2016 £m 2017 £m 2018 £m (0.54) 0.80 (0.54) 0.82 (0.55) 0.85 (0.56) 0.87 £0.50 £0.28 £0.30 £0.31 8. This cash flow delivers a positive Net Present Value of £34k applying a discount rate of 7%, and indicates an Internal Rate of Return of 8%: meeting the Fund’s Investment Objective of RPI +4% assuming inflation does not average above 4% over the term. In the event that the potential break is not triggered, the position improves dramatically to an 18% IRR. RISKS 9. The main risk is that DNA Electronics default on their commitments. They are currently paying rent in excess of £300k p.a. in the Bessemer Building and have not missed any rental payments. The company is cash-flow positive, with an operational profit of just over £1m on sales of £3.7m for the last financial year and held £5.5m in cash as the end of the last calendar year. Moreover, the reputational damage for this company breaching its terms on College property would be severe. The risk of default is therefore remote, but would have a £2.4m negative impact on the NPV assuming that no alternative tenant was ever found. 10. The second order risk is that additional tenants cannot be found. Discussions to date with potential tenants have been positive, and it is notable that Imperial’s Incubator at South Kensington has consistently enjoyed occupancy levels of over 95% at much higher rents. The assumed void rate ensures that the cash flow is sufficiently robust to withstand an initial marketing period. Again, the risk of no further tenants being attracted is unlikely, but would create a further £1.3m negative impact on the NPV. CONCLUSION AND ACTIONS 11. The head-lease and sub-lease terms have been negotiated and agreed; a guaranteed maximum price contract is in approved form with Brennan’s Construction Limited to deliver for April 2012; the scope of works and capital repayment schedule with DNA Electronics is agreed and an operational budget and framework is in place using the College’s existing subsidiary Imperial BioIncubator Limited. The financial risk for the scheme rests within the College Fund and responsibility for the delivery of the capital project and the operational activity rests with the Chief Executive of the Fund. Final arrangements will be made with the BBC, as the ultimate freeholder, to secure the connection between this site and Imperial West. JRA Nov 11 83 Council 25th November 2011 GOVERNANCE OF THE IMPERIAL WEST SYNDICATE Terms of Reference (i) To agree the vision and development plan for Imperial West. (ii) To agree the responsibility for elements of Imperial West. (iii) To agree resource requirements for the programme. (iv) To create partnerships (where necessary) with others other institutions and bodies. (v) To report on Imperial West to Management Board, College Fund and Council. The Syndicate would have flexibility to evolve the vision and develop Imperial West over the next five to ten years. Constitution External member of the Council (Chairman) The Rector The Deputy Rector The Chief Financial Officer The Chair of the College Fund The Chief Executive Officer of the College Fund Other members are to be co-opted as and when necessary. Present Membership: Chairman Jeremy Newsum (External Council member) Members Keith O’Nions (Rector) Stephen Richardson (Deputy Rector) Muir Sanderson (CFO) Stewart Newton (External Council member) John Anderson (Chief Executive of the College Fund) Zoë Mulholland (Secretary) Meetings and Reporting The Syndicate shall meet no less than on a quarterly basis and more frequently if required. The Syndicate will report to Council through Management Board and also through College Fund members. Council 25th November 2011 84 Decision-making and dispute resolution The Syndicate will operate on the basis of consensus decision-making. The Syndicate Chair, Rector and the College Fund Chair will have a veto on any issue. Any dispute will be resolved by Council. Delegations from Council Existing delegations to the Rector and College Fund are adequate to ensure the operation of the Syndicate. The Syndicate does not need a legal status of its own. Lines of accountability to the Council, the College Management Board and the College Fund are clear. 85 Council 25th November 2011 PAPER F – FOR DECISION FELLOWSHIPS, HONORARY DEGREES AND THE IMPERIAL COLLEGE MEDAL RECOMMENDATIONS FOR 2012 A Note by the Rector 1. The Management Board met on 28 October 2010 to consider, in accordance with Ordinance B2 (a copy of Ordinance B2, including some proposed revisions, is attached at Annex A), nominations for the conferment of Honorary Degrees, for the election of Fellows of the College and for the award of Imperial College Medals. The Lord Tugendhat joined the Board for the discussion of the nominations. PROPOSED REVISIONS TO THE PROCEDURES 2. The Bribery Act 2010 was passed in April 2010 and came into effect on 1st July 2011. Its purpose is to strengthen prosecutions for bribery in the public and private sector, which for these purposes includes universities. The Ministry of Justice guidelines define bribery as “giving someone a financial or other advantage to encourage that person to perform their functions or activities improperly or to reward that person for having already done so”. Since the Act was passed and came into effect, the College has been considering how it can strengthen its procedures in a number of areas to ensure that these are robust and support its commitment to carrying out its operations fairly, honestly, and openly 3. One area of possible concern is the granting of honorary degrees and fellowships to donors or potential donors to the College, where there is a risk that the award may be perceived as having been ‘promised’ to the donor in return for their making a substantial donation. Although the College may wish to recognise the support provided by its donors, there should not be an explicit link between the receipt of a donation and an honorary award. Furthermore, any recipient of an honorary award should be a person of outstanding distinction quite apart from any donation they may have made to the College. 4. To clarify that Imperial College does not confer degrees or elect Fellows in return for donations, it is proposed to amend Ordinance B2 to include a specific prohibition to this effect. In addition, it is proposed that any awards made to a person who has made a substantial philanthropic donation to the College should not be considered until at least a year has passed after the receipt of their donation. The proposed amendment was agreed by the Management Board and is set out in Annex A to this paper. FELLOWSHIPS 5. The Management Board agreed to make the following three recommendations to the Council for the election of Fellows during 2011: 1 Council 25th November 2011 a. 86 The Lord Kerr of Kinlochard GCMG Lord Kerr was Chairman of Imperial College from 2005 to 2011and presided over several momentous developments in the College’s history including the College’s centenary celebrations in 2007 and its withdrawal from the University of London, the establishment of the country’s first AHSC, the rebuilding of the Southside and Eastside halls of residence and the purchase of the Woodlands site . Lord Kerr will be remembered not only as a most distinguished and dedicated Chairman of the Governing body, but also for his astute judgement and keen understanding and for his generosity and willingness to give so much to the staff and students of Imperial College. Citation: The Board recommends the election of the Lord Kerr of Kinlochard as a Fellow of Imperial College in recognition of the outstanding contribution he made to the life and work of Imperial College during his period as Chairman of the Council. b. Dr Martin Knight Dr Martin Knight was an external member of Council for 10 years before he joined the staff in 2004. During his time as an external member of Council, he was Chairman of the Investment Committee and then, between 2001 and 2004, Honorary Treasurer and Chairman of the Finance Committee. He joined the executive as Chief Financial Officer from 2004-6 becoming Chief Operating Officer from 2006 to 2010, leaving the College in December 2010. In addition, he continues to serve as the Chairman of Imperial Innovation. Martin Knight’s innovative strategic financial vision has been instrumental in strengthening the financial base of the College. His entrepreneurial approach coupled with sound judgement resulted in real gains in asset values for the College and an efficient, high quality, organisation supporting the academic work. Citation: The Board recommends the election of Dr Martin Knight as a Fellow of Imperial College in recognition of the outstanding contribution he has made to the life and work of Imperial College. c. Professor David Lloyd Smith Professor David Lloyd Smith is a distinguished research fellow at Imperial, having 2 87 Council 25th November 2011 previously been Professor of Structural Mechanics, a College Tutor and the first Dean of Students until his retirement in 2009. His academic career at Imperial College focused very heavily on the needs of students and the creation of an environment to enable them to develop their full potential. It included teaching and teaching-related administration as well as the support and development of young academics. He was considered to be one of the most diligent, meticulous and devoted of tutors and his work on behalf of a generation of undergraduate and postgraduate students. As the first Dean of Students he took the lead in managerial, strategic and long term planning aspects of the learning and welfare experiences of the entire student body. In particular he played a lead role in the review of the College’s procedures for dealing with student complaints, appeals and disciplinaries, in effect streamlining the processes and ensuring that they were both transparent and fair. During his career his interest in these student-related issues extended beyond Imperial to the University of London, EUCEET (an EU consortium of 80 civil engineering departments) and the JBM (the UK accreditation body for civil engineering), where he has played many roles, formal and informal, as mentor, adviser and policy leader in many developments in teaching, learning and the student environment. Citation: The Board recommends the election of Professor David Lloyd Smith as a Fellow of Imperial College in recognition of the outstanding contribution he has made to the development of the ‘student experience’ at Imperial College. HONORARY DEGREES 6. The Management Board makes no recommendations to the Council for the award of Honorary Degrees of the College at this stage. IMPERIAL COLLEGE MEDAL 7. The Management Board makes the following recommendation to the Council for the award of the Imperial College Medal during 2011: a. Mr Jonathan Spatz Mr Jonathan Spatz has served as Vice President of the Imperial College Foundation Inc. for over a decade. He is an alumnus and donor to the College. The Imperial College Foundation, Inc. is a US corporation chartered in the state of Georgia. The Foundation was established in the United States in 1988 with the object of supporting Imperial College London and other educational endeavours. It is recognized by the IRS as a public charitable foundation. Annual donations from alumni and friends of Imperial usually total around $40,000 each year, and are the backbone of the Foundation, but it also receives occasional large donations as well 3 Council 25th November 2011 88 as ‘Exceptional Donations’. As Vice President of the Foundation, Jonathan Spatz has kept the College’s US foundation operational and this has been key to providing a vehicle to bring significant US sums through to the College on a tax efficient basis. In the last five years alone the Foundation has disbursed £1.8m to the College. Citation: The Board recommends the award of the Imperial College Medal to Mr Jonathan Spatz in recognition of his outstanding service to Imperial College. OTHER AWARDS 8. The Management Board is recommending just four awards at this stage. Although there are two outstanding awards previously approved by the Council that will also be presented in 2012, the Board recognises that more candidates are still required for the award of Fellowships, Honorary Degrees and the Imperial College Medal in 2012. It is therefore proposed that further nominations will be sought in the New Year with additional recommendations to be presented to the Council at its next Meeting. RECOMMENDATIONS 9. The Council is invited to consider and, if it sees fit, approve the proposed amendments to Ordinance B2 and to approve the nominations for the election of Fellows of the College and for the award of the Imperial College Medal. K.O.N. 4 89 Council 25th November 2011 IMPERIAL COLLEGE LONDON ORDINANCE B2 HONORARY DEGREES, FELLOWSHIPS AND ASSOCIATESHIPS OF THE COLLEGE HONORARY DEGREES, FELLOWS AND ASSOCIATES 1. The Council may confer any degree of the College on any person honoris causa (hereinafter referred to as 'honorary degrees') (1) and may elect as Fellows of the College persons of distinction and persons who have, in the opinion of the Council, rendered significant services to the College or to the community. The Council may also award the Imperial College Medal to such persons or organisations who have, in the opinion of the Council, rendered exceptional service to the College and may elect as Associates of the College persons who have, in the opinion of the Council, rendered meritorious services to the College. 2. Although substantial philanthropic support to the College may be considered as one of the possible criteria for an award, Imperial College does not confer degrees or elect Fellows in return for donations. For this reason, a person who has made a substantial philanthropic donation to the College must also satisfy the other criteria for an award and should not be considered for an award until at least one calendar year has elapsed since a substantial donation was received by the College. ELECTION AS A FELLOW OF IMPERIAL COLLEGE 23. Election as a Fellow of Imperial College is the highest honour that may be awarded by the College. It is intended to recognise persons who are of outstanding distinction in their own fields and have rendered exceptional service to the College. The Fellowship of Imperial College may be awarded: a. To members or former members of the Council, the Court or of the previous Governing Body, to former members of staff or to former students of the Imperial College of Science, Technology and Medicine, who may be deemed eligible by reason of their outstanding achievements and exceptional services rendered to the College; b. To other persons not members of the College who are of outstanding distinction in appropriate fields and have rendered exceptional services to the College. 4. A person who on his retirement was a member of the staff of the College should not be considered for election as a Fellow until one calendar year has elapsed since his retirement from full-time employment or since his appointment as a Senior Research Fellow or 1. See Ordinance B1, Paragraph 1 for the list of degrees. 5 Council 25th November 2011 90 equivalent of the College. 5. Once elected, Fellows of Imperial College may use the postnominal FIC after their name, CONFERMENT OF DEGREES HONORIS CAUSA 6. An honorary degree may be conferred on persons of conspicuous merit, who are outstanding in their field. 7. An honorary degree shall not, save in exceptional circumstances, be conferred in absentia. 8. An honorary degree shall not be conferred posthumously. However, where the Council has formally resolved to confer an honorary degree on a person, and the death of that person occurs before the conferment takes place, the honorary degree shall be deemed to have been conferred, the date of the conferment being deemed to be the day preceding the date of death. 9. An honorary degree conferred by the College shall be cited in the following form: Title of degree (Imperial College London) honoris causa, e.g. DSc (Imperial College London) honoris causa. 10. The Council shall prescribe the form of the diploma for those upon whom an honorary degree has been conferred and shall determine the procedures for inviting and considering nominations and the arrangements for conferring the degrees. It may also develop the criteria for the conferment of honorary degrees more fully, if it sees fit. 11. The Higher Doctorates that may be awarded are as follows: Doctor of Literature (DLit) Doctor of Literature (Education) (DLit(Ed)) Doctor of Science (DSc) Doctor of Science (Economics) (DSc(Econ)) Doctor of Science (Engineering) (DSc(Eng)) Doctor of Science (Medicine) (DSc(Med)) AWARD OF THE IMPERIAL COLLEGE MEDAL 12. The Imperial College Medal may be awarded to such persons or organisations, whether members of the College or not, as may be deemed eligible by reason of their having rendered exceptional or outstanding service to Imperial College or having otherwise acted over a period of time to enhance its reputation, mission and/ or objectives. ELECTION AS AN ASSOCIATE OF IMPERIAL COLLEGE 6 91 Council 25th November 2011 13. Associateships of the Imperial College of Science, Technology and Medicine may be awarded: a. To persons who have been members of the staff for a substantial period or who have retired from membership of the staff in any grade or category. b. To such persons who have been or are members of the staff or to such former students as may be deemed eligible by reason of their having rendered meritorious or praiseworthy service to Imperial College or having otherwise acted to enhance its reputation. c. Once elected, Associates of Imperial College may use the postnominal AIC after their name. REVOCATION 13. The Council may revoke any degree, diploma, certificate or other award, qualification or distinction granted by the College and all privileges connected therewith, if it shall at any time be discovered and proved to the satisfaction of the Council that there was any irregularity in the events or circumstances leading to the grant of that degree, diploma, certificate, or other award, qualification or distinction and, in the case of degrees and other distinctions conferred honoris causa, for such reasons as shall satisfy the Council. Approved by the Council 23 March 2007 Effective from 8 July 2007 Revised by the Council 23 November 2007 Revised by the Council 20 November 2009 Revised by the Council 26 November 2010 7 Council 25th November 2011 92 PAPER G – FOR DECISION HEFCE FORECAST A Report by the Chief Financial Officer FINANCIAL FORECASTS (FF) AND FINANCIAL COMMENTARY (FC)1 1. Although these are normally required to be submitted by 1 December, HEFCE have once again recognised that, because of the continuing uncertainty over future funding including HEFCE funding beyond 2012 and student recruitment in the new fee regime, institutions may not have firm enough indications of future income to enable them to complete their financial forecasts meaningfully at this time. 2. Hence HEFCE have decided to defer the submission of forecast financial data (relating to the years 2012-13 to 2014-15) until 20 June 2012. Whilst not eliminating all of the uncertainty, HEFCE recognise that deferral should enable institutions to produce more reliable forecasts as the outcomes of the HEFCE grant and the potential implications of the teaching funding changes will be known to them. 3. Thus the financial forecast to be submitted in December 2011 covers data relating to 2009/10, 2010/11 and the budget for the 2011/12 financial year, as well as a short commentary outlining assumptions and movement. 4. The Financial Forecasts and Commentary must be approved by Council before they are submitted to HEFCE. At its meeting on 28 October 2011, the Management Board agreed the attached Financial Forecasts and Commentary. The Council is therefore asked to consider, and if its sees fit, approve the Financial Forecasts and Commentary for submission to HEFCE. 1. The Financial Forecasts and Commentary are commercially sensitive and confidential. For this reason, they are not included with these published Minutes. 93 Council 25th November 2011 PAPER H – FOR DECISION CHANGE OF NAME OF DEPARTMENT A Note by the Clerk 1. Statute 5 of the College’s Statutes defines the Powers and Functions of the Council. These include the power (in Statute (5)(i)): “(i) to define such academic structure of the University, comprising departments, divisions, centres and other units which may be associated to form faculties, schools or other groupings within the University, as the Council, on the recommendation of the Rector, after consultation with the Senate, considers expedient;” 2. The Faculty of Engineering wishes to change the name of the Department of Chemical Engineering and Chemical Technology to Chemical Engineering. The term "Chemical Technology" is a pre-WWII term used to describe the then-nascent discipline of what became Chemical Engineering, and has remained appended to the Department’s name since then. The rationale for now amending the Department’s name is that over the years, the additional term Technology has become redundant and the shortened title is now the de facto title used in everything but official College documents. In essence, Chemical Engineering is the more accurate and definitely concise description of the Department’s activities. 3. The Management Board gave approval to this name change at its meeting on 28 October 2011, and the Senate endorsed the proposal at its meeting on 2 November 2011. 4. The Council is asked to approve the change of name of the Department in accordance with its powers under Statute (5)(i). RFE Council 25th November 2011 94 PAPER I – FOR REPORT SUBMISSION OF THE ANNUAL MONITORING STATEMENT TO HEFCE A Note from the Clerk BACKGROUND 1. The College’s Annual Monitoring Statement (AMS) was approved by the Management Board at its meeting on 16 November and is now presented to the Council for information. The College is required to submit the AMS to HEFCE by Wednesday 1 December 2011. 2. As background, HEFCE requires higher education institutions to submit an Annual Monitoring Statement (AMS) each year. An annual Corporate Planning Statement is no longer required by HEFCE. ANNUAL MONITORING STATEMENT (AMS) 3. In the AMS, the College is required to report and provide assurance on the following activities; a. Higher Education Innovation Fund (HEIF) round four: the College is asked to report on achievements in 2010-2011 and to provide assurances on associated funding, including the details of any underspend (of which there is none for the College in 2010-2011). b. Equality and Diversity: the College is asked to report on the delivery of objectives and achievements for 2010-11. A brief description of the College’s key equality objectives and/or actions for 2011-12 is also required. 4. In preparing the AMS, those with responsibility for these areas/activities were consulted and asked to provide status reports. The proposed AMS was circulated to them for review and all comments have been incorporated, as appropriate. 95 Council 25th November 2011 ANNUAL MONITORING STATEMENT 2011 1. Please provide a summary (400 words maximum) of the key achievements of the year linked to HEIF 4 formula funding, referring to flagship projects identified in your institutional strategy. In 2010-2011, the College secured £36.9M research income from UK and global industrial sources. Major investors included RioTinto, Qatar Petroleum, Pfizer, GlaxoSmithKline, BP, Rolls-Royce, Shell, and Statoil. Significant awards included a new five-year partnership with Laing O’Rourke to fund the creation of a Centre for Systems Engineering and Innovation. HEIF funding for the Corporate Partnerships team enabled it to continue to provide relationship management to major industrial partners, to join up the College’s offer across research, education and consultancy and to manage new opportunities through a formal pipeline management system. Income from overseas industrial sources has increased by 6% since 2009-2010, reflecting the College’s ambition for international impact and consequent attraction of inward investment. To further this ambition, the College has implemented a large corporate award tracking system, with a view to better understanding the global scene of industrial engagement with universities. The College’s portfolio of spin-out companies raised £87.8M in cash and investment commitments during the year, with external contributions totalling £56.9M. Companies in the incubator facility continue to perform well. For example, Cortexica, which is developing a visual search platform for mobile applications, raised investment funding during the year as well as hiring a new executive team including Iain McCready, formerly CEO of NeoMedia, and Malcolm Bird, a founding technical director at ARM. HEIF funding enabled the Entrepreneur in Residence (EiR) programme to remain strong, with Paul May and Mark Routh helping to review portfolios of inventions from the College. EiR-led company Indigix, which formed last year following engagement with Robert Feldmann, raised £1M in venture funding during the year and commenced pre-clinical testing of its product. Increasingly effective use of HEIF-funding enabled the Business School to continue to develop, through its entrepreneurial education activities in its Innovation, Entrepreneurship and Design (IE&D) programme. The IE&D Projects module enables participants to develop innovative ideas into commercially viable business cases. Nine teams subsequently entered the IE&D Business Plan Competition, which was won by the Solaris team, for its solar mobile charger for developing nations based on an external inventor’s idea. Solaris also won the ShellLiveWIRE Grand Ideas award. The Smart Entrepreneur is a published outcome of the programme and is on the recommended reading list of several European universities as a guide to creating start-ups. The external-engagement programme ‘Best Practice in Innovation, Entrepreneurship and Design’ also continued, with increasing turnout, engagement and satisfaction of attendees from London. Equality and diversity monitoring 2. Have you made progress or met your objectives from last year as set out in your 201011 equality action plan? Yes Council 25th November 2011 96 3. Please describe, in no more than 250 words, what progress you have made in meeting those objectives. The equality action plan is championed by the Management Board and Council, and supported throughout the College with effective staff and student networks. The College continues to develop and extend the role of diversity advisory and focus groups (i.e. Imperial as One (race), Imperial 600 (the College’s advisory group on LGBT) and the Disability Staff and Student forums), and act on the recommendations of the groups. The College continues to develop existing practices in line with legislative expectations, and has introduced a range of tailored training programmes in response to the Equality Act 2010. Following the success of the Stellar positive action leadership programme for diverse leaders last year, positive engagement with equality advisors across the sector continues. Significant links with Russell Group institutions and the public sector have been established. Equality networks have been extended and strengthened introducing formal mentoring networks, a developed example being the ongoing development mentoring scheme to be introduced for BAME (Black and Asian minority ethnic) academics. A leadership programme for disabled staff will launch and be rolled out in early 2012, and the iLead positive action leadership programme (for BAME employees) continues, which includes participants from other institutions. Working closely with student clubs and societies, a scheme has been established whereby BAME undergraduates mentor state school sixth form students, host mock interviews and encourage BAME students to apply for STEM subjects and successfully enter Russell Group Universities. 4. If you have encountered any difficulty in meeting those objectives, please give further details including any barriers to implementation. More generally, the sector is experiencing difficulty in meeting objectives due to financial uncertainty and constraints (e.g. increased competition for grant funding applications). Additionally, the end of European funding has reduced the ability to maintain international networks, as European HEIs have experienced cuts to positive action leadership programmes. Disclosure rates for disabled students remain below the sector average (-1.5%), despite increased efforts to ensure that disabled students feel comfortable in disclosing. Additionally, further work is needed to increase the current disclosure rate of staff (2.15% compared to the sector average of 3.0%). Hence, the College continue to sustain, and build on its efforts in this area. Since 2004, the proportion of female academic staff has increased from 19% to 20.9%. Encouragingly, since 2007 the proportion of female research staff has increased by 2.2%, indicating steady growth in the pipeline population and therefore further increases in the proportion of female academic staff. In addition, 50% of participants in the Female Academics’ Development Programme have been promoted, and the number of female Heads of Academic Departments has increased from 10% to 20% in the last academic year. Nevertheless, activities to attract and retain female academic staff remain a priority in order to achieve our stated target of 23% female representation amongst academic staff. The College’s known BAME staff representation has increased, from 21.6% in 2009 to 22.4% in 2010, with growth occurring primarily from an increase amongst academic staff. The College is working to increase the percentage of BAME support staff to match the percentage of working age ethnic minority people in Greater London, a target of 35.5%. The focus of the Diversity Champions’ initiative has changed; such that our diversity networks will be invited to nominate ‘Diversity Champions’, allowing the College to maintain its bottom-up approach whilst ensuring effective advocacy for the networks. 97 5. Council 25th November 2011 Please highlight any particular achievements. Most recently, the College ran a successful Equality, Practice and Innovation Symposium, hosting leading scientists and specialists from a broad range of sectors. The College received recognition for its achievements, securing a ninth Athena SWAN Award, with the Department of Life Sciences obtaining bronze status. The College increased the number of points scored in the Stonewall Top 100 Employers Index, placed at 87. Imperial was also recognised in the GayByDegree Stonewall Guide, achieving 10/10; one of only four institutions to do so. The College’s Staff survey, undertaken in January 2011 (response rate 59%) has provided a key indication of issues in the working environment and the experiences of staff and will provide a framework upon which to focus activities and measure progress. The College’s work with Russell Group HEIs, such as Glasgow and Oxford, has replicated the success of the iLead and Stellar programmes across the HE sector, and further collaborative work with the NHS and the public sector has increased the reach of these programmes even further. In strengthening our networks, we continue to measure our performance in the context of the sector as a whole. 6. Please briefly describe your key equality objectives and/or actions for 2011-12. The College’s core equality objective is to ensure that staff and students do not encounter barriers. The key specific objectives for 2011-12 are to: 1. Increase the number of equality briefings and training as a method to help effect change, focusing initially on further sessions on harassment and bullying; 2. Invite our diversity networks to decide if they would wish for a ‘Diversity Champion’ to act as an executive sponsor; 3.Continue to provide multicultural retention, mentoring and positive action programmes e.g. iLead, Creative Futures, Development Centres for Female Academics, Springboard and specialist development activities for disabled staff as methods of helping to widen the talent pool; 4. Establish two working groups under the auspices of the Equalities & Diversity Committee – one for staff and one for students – to identify two priorities each and highlight what actions would make the most difference to strengthen equality and inclusion; 5. Continue to respond to the requirements of the Equality Act 2010 as a significant driver for change; 6. Respond to the key equality issues arising from staff and student surveys; 7. Continue to support the valuable equality work of our student groups and officers; 8. Implement Imperial Expectations for those with managerial responsibilities – these underscore the behaviour required of our staff and include expectations in relation to inclusivity and equality; 9. Continue the work to improve provision for disabled staff and students; 10. Continue the work to ensure we are a Stonewall Top 100 employer; 11. Continue to benchmark and improving data capture for monitoring purposes. Council 25th November 2011 98 PAPER J DEVELOPMENT REPORT A Report by the Director of Communications and Development Paper J contains information which is commercially sensitive and confidential and is therefore not included with these Minutes. 99 Council 25th November 2011 PAPER K – FOR INFORMATION MAJOR PROJECTS REPORT A note by the Director of Capital Planning HEALTH, SAFETY AND ENVIRONMENT 1. No major accidents or safety incidents to report. Meetings are being held with the Imperial West development team regarding the energy strategy for the site. The aim is to ensure the College achieves high levels of carbon reduction in its own developments and cost effective energy solutions. We also need to guard against taking on undue risks for supplying power to non-College developments. PROJECTS APPROVED AND UNDER CONSTRUCTION SOUTH EAST QUADRANT 1ST PHASE (£76M) 2. Mechanical Engineering Levels 0 & 1. Acoustic enhancements have been made to engine test cells and further retrofit works are due to be largely completed within the next month. Specialist works are underway to ensure the hydraulic ring main to the heavy test lab does not resonate through the building on full load. This is being resolved with collaborative work between the department and highly specialised consultants. BLOCK ‘L’ (£74M) 3. The building has now been officially handed over and is under the control of Facilities and Property Management Division. The contractor is clearing snags whilst the Faculty of Medicine is installing fixtures and fittings. Also building services modification tenders are being processed to accommodate a change of predicted occupation to allow Cancer Imaging department to re-locate from the Cyclotron Building; Occupation is planned for the beginning of 2012. Work is continuing on the design for a potential Biobank facility in the basement. Final cost reconciliation for the whole project is outstanding but currently the project is projected to be over £2m under the latest revised budget through unspent contingency. MPAC MATERIALS FOR ENERGY (£3.04M) 4. This project was completed on time and budget and is in use for the new academic year. ICT DATA CENTRE WORKS (£1.45M) 5. Planning officers have asked for further details. Determination is due in December for this additional works to aid air circulation to the Data Centre chillers. Council 25th November 2011 100 ACE LEVEL 5 EXTENSION (£5.5M) 6. Enabling works for escape stairs are now complete and planning permission granted. Preparatory works have commenced on site L5 but slightly delayed to allow for additional asbestos surveys. This project will provide an additional lecture theatre and post graduate space for the Business School to utilise commencing in Autumn 2012. PROJECTS IN PRE CONSTRUCTION MECHANICAL ENGINEERING ANNEX OVER CLADDING (1.2M) 7. Planning permission has been granted for the over cladding to the annexe and an order has now been placed with the contractor to enable commencement on site in January 2012 and completion before the Olympic Festival. ACE EXTENSION OVER CLADDING (£1.7M) 8. This also has now received planning permission and an order will shortly be placed to allow commencement on site in February 2012. ACE EXTENSION ENTRANCE WORKS (0.75M) 9. Design is progressing towards Stage E. Planning determination is due by mid-November. AERONAUTICAL AND MECHANICAL ENGINEERING PROJECT (AMP) 10. Phase 1 (£11.4m). Stage C design for this first phase is due to be completed by 18th November. Stage B (briefing) for Phases 2-4 is due for completion by 16th December 2011. Options for relocating the Centre for Environmental Policy are still undergoing review and this will be key to vacating the annexe and allowing the project to proceed. COLLEGE FUND PROJECTS PEMBRIDGE GARDENS (£3.7M) 11. This is still awaiting planning approval. WYE CAMPUS PROJECTS – VARIOUS (£1.3M) 12. Awaiting planning approval for Wolfson house, but this is receiving opposition from local residents. 101 Council 25th November 2011 IMPERIAL WEST POST GRAD ACCOMMODATION 13. Blocks B-D have reached roof level and the tower cranes will be dismantled in December. The Contractor, ISG is erecting a waterproof shell to allow internal fitting out to run on programme. To this end the bathroom/kitchen pods are being installed and will peak at 50-60 per week. The cladding is behind programme so overall ISG is 2-3 weeks behind their target programme but the main area at risk of delay at the end of the programme is likely to be landscaping. ISG and the project manager, Meedhurst is confident that they will complete on time for the intake of students next autumn. A bedroom has been completed as a benchmark and the quality is excellent. PLANNING AND THIRD PARTIES 14. The step free access proposals for South Kensington Station made by TfL last month received a frosty response from neighbours at the public consultation meeting. We await further news. 15. Savills are continuing to market the Wye campus and we have agreed to extend the campaign to February 2012 to ensure that it is given a thorough marketing campaign. 16. We still await a decision by QPR regarding their intentions with regard to the pavilion and portacabins at Harlington. 17. The master-planning of Imperial West continues with a revised target submission date of the 9th December. The academic building ’C’ is going through a series of technical reviews to ensure that the planning application for the master-plan allows the College sufficient flexibility to ensure normal College standards and user requirements can be met. The design of this building will not progress beyond this stage until funding has been approved. Stephen Richardson Steve Howe Council 25th November 2011 102 PAPER L – FOR INFORMATION STAFF MATTERS A Note by the Rector DEPUTY PRINCIPAL (RESEARCH) Professor Neil ALFORD, has been appointed to the post of Deputy Principal (Research), with effect from 1 April 2011. He continues as Head of the Department of Materials, Faculty of Engineering. DEPUTY PRINCIPAL (TEACHING) Professor Peter CHEUNG, has been appointed to the post of Deputy Principal (Teaching), with effect from 1 September 2011. He continues as Head of the Department of Electrical and Electronic Engineering, Faculty of Engineering. DEPUTY PRINCIPAL OF THE FACULTY OF NATURAL SCIENCES Professor Steven ROSE, currently Head of Plasma Physics and Director of the Institute of Shock Physics, has been appointed to the post of Deputy Principal of the Faculty of Natural Sciences, with effect from 1 October 2011 in succession to Professor Donal Bradley on his appointment as Pro Rector (Research). DIRECTOR OF ICT Dr John SHEMILT, currently Head of Technology Operations and Deputy Director of ICT, has been appointed to the post of Director of ICT, with effect from 1 October 2011 in succession to Mr Arthur Spirling MBE on his retirement. PROFESSORS Professor Mark Herbert Ainsworth DAVIS, formerly Professor of Mathematics, Department of Mathematics, Faculty of Natural Sciences, has been appointed to the post of Interim Head of the Mathematical Finance Section, Department of Mathematics, Faculty of Natural Sciences, with effect from 1 October 2011 for a period of 6 months. Professor Alan Francis HEAVENS, currently Professor of Theoretical Astrophysics and Director of Research, University of Edinburgh, has been appointed to the post of Chair in Astrostatistics, Department of Physics, Faculty of Natural Sciences. Dr Matthew David JACKSON, currently Senior Lecturer in Petroleum Reservoir Engineering and Geological Fluid Mechanics, Department of Earth Science and Engineering, Faculty of 103 Council 25th November 2011 Engineering, has been appointed to the post of Total Chair in Petroleum Engineering, Department of Earth Science and Engineering, Faculty of Engineering, with effect from 1 October 2011. Professor Sebastian Lennox JOHNSTON, previously Professor of Respiratory Medicine, Division of Respiratory Sciences, National Heart and Lung Institute, Faculty of Medicine, has been appointed to the post of Asthma UK Clinical Chair, Division of Respiratory Sciences, National Heart and Lung Institute, Faculty of Medicine, with effect from 8 August 2011. Dr Ann Helen MUGGERIDGE, currently Reader in Reservoir Physics, Department of Earth Science and Engineering, Faculty of Engineering, has been appointed to the post of Total Chair in Petroleum Engineering, Department of Earth Science and Engineering, Faculty of Engineering, with effect from 1 October 2011. Professor Marco PAGNO, currently Full Professor of Economics, Universita' di Napoli Federico II (University of Naples Federico II), has been appointed to the post of Professor of Finance, Business School, Support Services, with effect from 1 September 2011. Professor Douglas Michael (Mike) WRIGHT, formerly Professor of Financial Studies, University of Nottingham, has been appointed to the post of Professor of Entrepreneurship, Business School, Support Services, with effect from 1 September 2011. VISITING PROFESSORS Professor Carlos DE SILVA, has accepted an association with the College as Visiting Professor in the Department of Physics, Faculty of Natural Sciences, with effect from 17 September 2011. Professor Wladyslaw Michal Witold GEDROYC, has been offered an association with the College as Visiting Professor in the Department of Medicine, Faculty of Medicine, with effect from 28 August 2011. Dr Michael OJOVAN, formerly Reader, Immobilisation Science Laboratory, Department of Materials, Science and Engineering, Sheffield University, has been offered an association with the College as Visiting Professor in the Department of Materials, Faculty of Engineering, with effect from 1 October 2011. Professor Paolo VOLPIN, currently Associate Professor of Finance, London Business School, has been offered an association with the College as Visiting Professor in the Business School, Support Services, with effect from 1 September 2011 for a period of 3 months. RETIREMENTS Professor John Nigel Berridge (Nigel) BELL, Professor of Environmental Pollution, Centre for Environmental Policy, Faculty of Natural Sciences, retired on 7 October 2011. Professor Nancy Ann CURTIN, Professor of Muscle Physiology, National Heart and Lung Institute, Faculty of Medicine, retired on 30 September 2011. Following retirement she will continue her association with the College as Emeritus Professor of Muscle Physiology. Council 25th November 2011 104 Professor John DARLINGTON, Professor and Director of London e-Science Centre, Department of Computing, Faculty of Engineering, retired on 30 September 2011. Following retirement he will continue his association with the College as Professor on a part time basis, with effect from 1 November 2011 for a period of two years. Professor John David GIBBON, Professor of Applied Mathematics, Department of Mathematics, Faculty of Natural Sciences, retired on 30 September 2011. Following retirement he will continue his association with the College as Senior Research Investigator for a period of one year. Professor David Arthur NETHERCOT OBE FREng, Chair in Civil Engineering, Department of Civil and Environmental Engineering, Faculty of Engineering, retired on 30 September 2011. Following retirement he will continue his association with the College as Senior Research Investigator for a period of three years. Dr Daniel Richmond (Dan) MOORE, Reader in Computational Applied Mathematics, Department of Mathematics, Faculty of Natural Sciences, retired on 31 July 2011. Following retirement he will continue his association with the College as Reader in Computational Applied Mathematics on a part time basis with effect from 1 October 2011 for a period of one year. Dr Richard Stanley SAYLES, Reader, Department of Mechanical Engineering, Faculty of Engineering, retired on 30 September 2011. Mr Arthur George SPIRLING, Director of ICT, Support Services, retired on 30 September 2011. Following retirement he will continue his association with the College as Senior Advisor – Solutions and Projects, Information and Communications Technologies, Support Services, with effect from 1 October 2011. Professor Hugh Alexander SPIKES, Professor of Lubrication, Department of Mechanical Engineering, Faculty of Engineering, retired on 30 September 2011. Following retirement he will continue his association with the College as Professor on a part time basis with effect from 1 October 2011 for a period of one year. RESIGNATIONS Dr Francois Didier BALLOUX, Reader in Infectious Disease Epidemiology, School of Public Health, Faculty of Medicine, resigned with effect from 30 September 2011, to take up an appointment at University College London. Professor Julian J BOMMER, Professor of Earthquake Risk Assessment, Department of Civil and Environmental Engineering, Faculty of Engineering, resigned with effect from 30 September 2011. Following his resignation he will continue his association with the College as Visiting Professor in the Department of Civil and Environmental Engineering, Faculty of Engineering, with effect from 1 October 2011 for a period of three years. Professor Peter P CHEREPANOV, Professor of Molecular Virology, Department of Medicine, Faculty of Medicine, resigned with effect from 31 August 2011. 105 Council 25th November 2011 Dr Paul Charles EVANS, Reader in Endothelial Physiology, National Heart and Lung Institute, Faculty of Medicine, resigned with effect from 2 October 2011. Following his resignation he will continue his association with the College as Honorary Senior Lecturer for a period of five years. Professor David John HAND FBA, Professor of Statistics, Department of Mathematics, Faculty of Natural Sciences, resigned with effect from 30 September 2011. Following his resignation he will continue his association with the College as Senior Research Investigator for a period of one year. Dr Stefano LUZZATTO, Reader in Applied Mathematics, Department of Mathematics, Faculty of Natural Sciences, resigned with effect from 30 September 2011, to take up a post at the International Centre for Theoretical Physics, Italy. Professor David William MCCOMBE, Professor of Nanomaterials, Department of Materials, Faculty of Engineering, resigned with effect from 1 October 2011. Ms Edna MURPHY, Executive Director of Research Services (Medicine), Faculty of Medicine Centre, resigned with effect from 30 September 2011. Professor Marin VAN HEEL, Professor, Division of Molecular Biosciences, Faculty of Natural Sciences, resigned with effect from 31 August 2011. Following his resignation he will continue his association with the College as Professor of Structural Biology, Division of Molecular Biosciences, Faculty of Natural Sciences, with effect from 4 October 2011.
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