Court Minutes 19 February 2025

Professor John Harper, Vice-Chair, advised that he would convene the meeting of the Court in the absence of the Chair. Members were welcomed to the meeting, with particular welcome extended to Jonathan Matthews, Head of Financial Reporting and Analysis, and to Angela Smith, Head of HR, both in attendance for Minute item 6. A very warm welcome was extended also to Becky Hope-Palmer, GIVE Board Apprenticeship Scheme participant, who was attending as an observer.

Apologies for absence were noted as having been received from Elizabeth Porter, Garvin Sealy, Guy Smith, and Pamela Woodburn.

The Acting Chair advised that Elizabeth Porter had tendered her resignation from the Court with effect from 28 February 2025. On behalf of the Court and the University, the Acting Chair thanked Elizabeth sincerely for almost six years of service to the Court, and for her contribution to the Finance and Estates and Audit and Risk Committees, and most recently, to the Joint Venture board. Arrangements would be put in place to thank Elizabeth in person for her work over the period of her tenure.

There were no conflicts of interest declared.

There was one item of Other Competent Business.

The Secretary provided an update on progress with the search for the next Chancellor of the University, Dame Prue Leith having stepped down at the end of the 2024 calendar year. The Court had agreed previously upon a shortlist of candidates, acting on advice from the Nominations Committee. The first two candidates on the list had advised that they were unable to accept the offer, following which the Nominations Committee had agreed by correspondence to put forward an additional candidate. This recommendation was on the basis that the candidate’s circumstances had changed recently following their relocation to Scotland, providing the prospect that they would be able to commit to the role. Court APPROVED the recommendation to approach the additional candidate. In the event of the candidate declining, the next candidate on the shortlist would be approached.

4.1 Minutes of the meeting held on 18 December 2024

The Unconfirmed minutes of the meeting of the University Court held on 18 December 2024 (paper Court (25) MINS 01) were APPROVED as an accurate record.

4.2 Matters arising

There were no matters arising from the minutes.

The Acting Chair shared a brief update prepared by the Chair on some of her recent internal engagements on behalf of the University. The Chair continued to meet regularly with the Principal and Secretary to discuss a range of matters, including the appointment of the new Chancellor, preparations for the Court Strategy Day in April, and the governance of the Joint Venture (agenda item 9 refers). She had also participated in the meeting of the SMRC held on 24 January 2025 and the induction held on 7 February 2025 for newly appointed Lay Court Members, Ann Hill and Sofia Khan, and GIVE Scheme participant, Becky Hope-Palmer.

Court RECEIVED a detailed written report from the Principal and Vice-Chancellor (paper Court (25) 01). Introducing the report the Principal highlighted the following matters:

6.1 External context

The Principal reported that he had taken up the interim role of Convener of Universities Scotland. In this capacity, he had contributed to a recent Universities Scotland submission to the Scottish Parliament’s Education, Children and Young People Committee. In the submission, which followed the publication of the draft Scottish Government budget on 4 December 2024, Universities Scotland highlighted that the funding settlement delivered a 0.7% real terms cut, leaving universities in an immensely difficult position.

In terms of an uplift in teaching grant, the 3.5% increase suggested by the Finance Secretary could be realised if all resources from the SQA places provided to Universities temporarily during Covid, and which were now scheduled to be withdrawn, were retained and recycled into that grant. Detailed discussions were ongoing with the SFC as to what this might mean in practice for the sector, taking account of universities’ different perspectives on the allocation and importance of funded places, according to their individual context.

Against this background, the Principal, on behalf of the University, had taken the opportunity to write to Francesca Osowska, recently appointed Chief Executive of the Scottish Funding Council (SFC) with an overview of Queen Margaret University’s important contribution to higher education provision for Scottish-domiciled and other students. The SFC indicative allocations announcement was expected on 20 March 2025.

Beyond financial considerations, the main external development since the previous Court meeting was the publication, on 6 February 2025, of the Scottish Government’s Tertiary Education and Training Bill. If passed, the legislation would move responsibility for providing national training programmes and apprenticeships to the SFC from Skills Development Scotland. This approach had been broadly welcomed across the sector as presenting an opportunity for improved coherence, but there would undoubtedly be a period of uncertainty to follow.

6.2 Student recruitment and student numbers

As set out in the paper, it was not expected that the University would achieve Undergraduate RUK/Taught Postgraduate Home/RUK and PG International growth in the current academic year, with achievement of targets in these areas influenced by external factors, including UK government immigration policy and cost-of-living challenges. The financial implications of this were covered elsewhere on the agenda.

Whilst disappointing, there were grounds for cautious optimism. In line with the overall change programme, the University had invested additional resource in the recruitment team, and in the marketing/advertising budget and relationship management support. UCAS undergraduate application data for 2025-26 was encouraging, showing QMU ahead of competitor data, and ahead of the UK sector. New undergraduate programmes

were in development and expected to be attractive to applicants. Retention rates had also improved considerably.

The Principal extended thanks to professional services and academic colleagues for their hard work and success in recruitment and admissions, as well as retention. The Acting Chair echoed the Principal’s comments, noting that the recruitment landscape was exceptionally challenging across the sector, and that the achievements reported were to be commended in the current climate.

In discussion, members sought clarification on the timing and likelihood of SFC claw back for unfilled places, as well as the potential financial impact. In response, the Principal advised that decisions on claw back would follow the final funding allocation and would be more nuanced than a straightforward cut off at the 2% threshold. In the event that the SFC did recover funds, this would result in a reduction of the grant rather than the University having to pay back funds.

6.3 SFC Outcomes and Assurance Framework

The first cycle of the new SFC Outcomes and Assurance Framework had concluded recently, with two reports prepared by the University (the Outcome Agreement Self-Evaluation and Knowledge Exchange and Innovation Strategy) presented later on the agenda. Thanks were extended to the authors of the reports required under the Outcomes and Assurance Framework, and to all those whose contributions in terms of teaching, research and innovation, quality assurance and enhancement, student and academic support and administration were represented within those reports.

6.4 Staff engagement survey

The Principal invited the Head of HR to provide an update on the staff engagement survey. The survey had been open to staff between 1 and 29 October 2024, and conducted by survey provider, People Insights. All staff had been invited to participate, and there had been a good response rate of 78%.

Since the previous meeting of the Court, the Senior Leadership Team (SLT) had reviewed the results, and communicated to staff the priority areas for action arising from the survey outcomes. Team sessions were also in progress to review survey results at a local level and to formulate local actions. In total, thirty-one teams had been provided with local results, having met the minimum threshold of ten respondents.

The SLT had identified the following three priority areas for University-level action: 1) Leadership and Listening, 2) Feeling Valued and Recognised, and 3) Professional Development. Other University-level actions related to a range of matters, including the physical environment and wellbeing. Staff had been invited to provide feedback on the University-level action plan. An anonymous Padlet had been set up to capture feedback, and drop-in sessions with SLT members were scheduled for February and March. To sustain momentum on action planning activities, SLT would hold a quarterly meeting to review progress and provide an update to staff. The planned Staff Forum would also have a role in monitoring and supporting progress against the action plan. The next engagement survey was expected to run in 2026, with pulse surveys being conducted in the interim.

The Principal thanked the Head of HR for her leadership of the survey, and other colleagues for their participation and positive engagement with the results. It was agreed to provide a summary and infographics to Court members.

6.5 Strategy Day Planning and Stakeholder Event

The detailed programme for the Strategy Day was subject to final confirmation between the Chair, the Principal, and the Secretary. It was planned that discussions would cover the anticipated operating environment over the next five to ten years, a forward projection on finances, and the future business model and the key enablers which would be required to succeed. In response to a query, the Principal confirmed that the event would provide an opportunity to reflect on progress towards matters identified in recent away days, whilst maintaining a focus on future objectives.

In line with practice over the last two years, the annual stakeholder evening event, ‘Local Impact and Global Reach’, would follow directly after the Strategy Day. The event would provide a valuable insight into the range of work taking place across the University, showcasing a diverse range of research and knowledge exchange initiatives, community engagement projects, and wealth creation work. Court members had received their invitations to the event; members advised that they were looking forward to learning more about the range of activities being progressed.

Court RECEIVED the Period 5 financial report as at 31 December 2024, and the

forecast outturn 2024-25 (paper Court (25) 02). It was advised that the sequencing of meetings was such that the Period 5 report had not yet been considered by the Finance and Estates Committee, which was due to meet on 5 March 2025, at which point the Period 6 report would also be available.

Introducing the report, the Head of Financial Analysis and Reporting reminded members of the headline position at the end of the 2023-24 financial year, i.e. that QMU had delivered a surplus of £4.3m, significantly favourable to the original budget of a deficit of £1.1m, which, after correcting for a budget error of £1.3m relating to tuition fees, would have resulted in a budget of £2.4m deficit. This favourable variance was largely driven by exceptional items including land and building revaluation (£2.1m) and USS pension release (£1.9m).

The Period 5 report showed a deficit of £0.5m, this being £0.4m adverse to budget. The key movements in the Income and Expenditure Statement since the Period 4 Report were as set out in the paper. The outturn forecast for 2024-25 remained unchanged from the previous report to the Court at a deficit of £0.9m, this being £0.4m adverse to budget.

An oral update was provided on Period 6. The Head of Financial Reporting and Analysis advised that the outturn forecast for 2024-25 had increased to a deficit of £1m, this being £0.5m adverse to budget. Overall income was broadly in line with budget. However, there were some adverse movements, including within tuition fees and Research and KE Income. Expenditure at Period 6 was £0.4m adverse to budget, largely due to Other Operating Expenditure. Continued cost pressures also included an unbudgeted increase in National Insurance of c.£0.2m for the 2024-25 financial year and a recurring annual cost of c£0.6m thereafter. The forecast closing cash balance at Period 6 was £13.7m, including a further £5.0m of loan repayment, bringing the total

outstanding balance to £10m as at year end. This also included £4m of capital expenditure.

The Acting Chair thanked the Head of Financial Reporting and Analysis for the update, noting that the format of financial reports continued to evolve positively, providing a solid foundation for financial planning. It was noted that the introduction of the updated Treasury Management Policy, which would come to the following Court meeting, would provide increased visibility, including around the cash balance and Revolving Credit Facility. Equivalent visibility in terms of the capital investment plan was requested. As in previous years, the Court Strategy Day would provide an important opportunity to consider the financial position in depth.

Court RECEIVED an update on the implementation of the Uni-Fi Finance System (paper Court (25) 03).

Introducing the paper, the Head of Financial Analysis and Reporting advised that Uni-Fi had gone live on 14 January 2025, mitigating the corporate risk of an unsupported finance system. Overall, the implementation phase was progressing well with no significant concerns identified. Whilst there would inevitably be a period of adjustment for end-users, this was not expected to result in any unforeseen challenges, as there was extensive support available from the Uni-Fi Team, including a dedicated helpdesk, drop-in sessions, and quick guides.

The Principal and Chair extended thanks to the Head of Project Improvement for her leadership of the project, and to the wider team involved in the development and roll-out of the System. Over time, the Principal looked forward to the significant benefits associated with the System, including improved efficiency, flexibility and financial governance.

9.1 Update on the Land Development Project

Court RECEIVED an update on progress with the Land Development Project (paper Court (25) 04).

Introducing the paper, the Chief Operations Officer highlighted the specific areas recorded below and advised that the project remained on track, with no new risks identified since the previous Court meeting.

Local Development Plan (LDP): The local authority was progressing a multistage consultation process which would result in an updated LDP. A principal focus of the updated masterplan was the development of a ‘Commercial Zone’ on the site of the existing QMU car park at Queen Margaret University Drive. The submission to the LDP also included an update on the proposals for the development of the Edinburgh Innovation Park.

Edinburgh Innovation Hub: Overall, the development was progressing in accordance with the approved budget of £36m. Construction activity remained generally on schedule for completion in July 2025. A potential for disruption had been identified because of a delay in the provision of the main electrical connections. The impact of this was being

closely monitored, but it was not expected that there would be a delay to the anticipated Hub opening in September 2025, or that the circumstances would lead to expenses that could not be covered with the contingency budget. The recruitment process for the Hub Director was progressing well, and an announcement would be made shortly.

Innovation Park: A vision validation exercise, facilitated by CBRE, would be reviewed by QMU and the Joint Venture. The Joint Venture continued to monitor the opportunities and timescales associated with the wider park development.

9.2 Articles of Association

Court RECEIVED a paper on a proposal to amend the Articles of Association of the Joint Venture Agreement (paper Court (25) 05), and for which its approval was being sought.

Amendment to Article 5

Court APPROVED an amendment to Article 5, which provided that the number of Joint Venture directors shall not be less than, and no more than, four (4). Where the number of directors is below 4, the directors may not act; the quorum for a meeting of the directors is two (2) directors. One shall be a Director representing QMU, the other a Director representing ELC.

As set out in the paper, appropriate legal advice had been sought following the resignation from the Board of one of the two Joint Venture directors representing QMU’s interest. It had been agreed at the JV Board meeting held on 6 February 2025 to seek approval from the shareholders of the proposed amendment, which provided that, if there was a vacancy or imbalance in the number of directors, the continuing directors may act for all purposes provided they are capable of constituting a quorum. Under the revised provision, each director had the capability of exercising 2 votes on behalf of the absentee director to allow continuity of business.

Variation of the Joint Venture Agreement between Queen Margaret University and East Lothian Council.

Court also APPROVED a variation of the Agreement to replace some legacy wording with new wording as follows: If at any time a party has less than two appointed directors, it shall use reasonable endeavours to appoint additional directors such that it has two appointed directors in office as soon as reasonably practicable (but allowing for its internal governance processes relating to the appointment of directors).

The purpose of the above amendment, as set out in the paper, was (1) to align with the provision in the articles and (2) to reduce the likelihood of a breach under the JV Agreement if a party had appointed fewer than two directors and to allow a party reasonable time to make further appointments.

Court AUTHORISED the Secretary, acting in her capacity of University Secretary and Company Secretary, to sign the paperwork for the Consent to Variation and Special Resolution, both of which were provided to members as Appendices to the paper. Further discussion would take place regarding eligibility criteria for the QMU Directors, i.e. whether the Directors should be drawn from the Court or the Executive.

There would be further discussion around the evolution of the JV governance arrangements going forward, with a number of updates planned and factored into the JV

mobilisation plan, which would be subject to FEC and JV Board consideration. Amongst other matters, discussions were in progress regarding the establishment of a Hub Strategy Board and proposals for QMU to deliver some aspects of professional and operational services support to the Hub.

Court RECEIVED the six-monthly Performance Report and supporting suite of Key Performance Indicators (paper Court (25) 06).

Members were reminded that the Performance Report was being provided under the revised performance reporting arrangements introduced in 2024, and was part of the wider suite of information and data sources available to Court members. The intended purpose of the Report was to provide a short, impactful update on the performance of the University by providing information on enablers that supported delivery against strategic goals, or supported the University’s Court performance against, or compliance with its stated obligations. Members’ attention was drawn to key indicators of performance as set out in the cover paper. The Performance Report also included important references to other reports and sources of assurance provided to the Court in exercising its oversight of the delivery of the University Strategy.

The Acting Chair welcomed the updated format, noting that this would be subject to ongoing refinement to ensure an appropriate level of detail and balance of lead and lag indicators. It was suggested that an executive summary might usefully be developed to complement the comprehensive detail within the Report, and that there could be scope to shorten the appendices, but without removing too much of the content, which members reported they had found interesting and informative.

In discussion of the indicators, members requested the addition of the percentage of staff eligible to submit to REF 2029 under Outcome 2.1. Clarification was also requested on the definition used for retention and benchmarking. In response, the Secretary advised that the University adopted the SFC National Measures for retention and that benchmarking data was available from HESA based on institutional demographics. Detailed consideration was given to retention under the auspices of the Widening Participation and Student Retention (WISeR) Board, which reported to the Senate through the Student Experience Committee.

Court welcomed receipt of the institutional Risk Register and NOTED progress in the development of a revised register and in the review of institutional risk appetite (paper Court (25) 07).

The Register had been considered by the Senior Leadership Team (SLT) at its meeting on 20 January 2025, with recommendations for revisions having been put forward by senior staff in the appropriate business areas. As set out further in the paper, the SLT review had resulted in the residual likelihood and inherent impact scores for Risk 1 ‘Reduction in public funding’ being raised from 3 to 4. The former risk associated with planning targets for International Student recruitment had been archived, and it was

expected that the risk associated with failure to implement the replacement finance system would be archived shortly following the UniFi implementation phase.

The review and rationalisation of the approach to risk management was ongoing. Internal auditors, Henderson Loggie, had facilitated an initial workshop, which was attended by a selection of members of the SLT, Audit and Risk Committee and Finance and Estates Committee, resulting in a proposal to narrow the focus of risk areas by grouping these under seven headings. A further meeting was planned to finalise the approach, for approval by the Audit and Risk Committee and the Court.

Members welcomed the update and efforts to streamline the Risk Register. Clarification was sought regarding the process for determining risks and risk scores. In response, it was advised that SLT members worked closely with their direct reports to gather intelligence, thereby facilitating local input and avoiding a disproportionately top-down approach.

Other matters covered in discussion related to the position of sustainability within the Register, mitigations against the risk of a cyber-attack, and VAT Recovery (under Hub Construction costs), which it was confirmed was complete. There was a particular request that the likelihood score applied to cyber-attack be reviewed and revised upwards. The proposal to include financial sustainability as one of the seven themes in the refreshed Register was welcomed, and it was suggested that further consideration might be given to improved visibility of environmental sustainability risks.

Regarding cyber security, the Principal advised that this remained high on the Information Security Steering Group (ISSG) agenda, but that the SLT would review the risk status, drawing on learning from sector experiences. He welcomed the constructive feedback and challenge from Court on the current and planned approaches, noting that the Risk Register was intended to be a flexible and responsive resource that could be updated to reflect changing circumstances.

Court RECEIVED the two reports to the Scottish Funding Council, which had been submitted under the provisions of the Outcomes Framework and Assurance Model (OFAM) for Colleges and Universities 2024-2031. The Chair extended thanks to the report authors and to other contributors to the reports and underpinning activities.

12.1 Outcome Agreement Self-Evaluation 2023-24

Court NOTED the Self-Evaluation which had been submitted to the SFC by the deadline of 31 January 2025 (paper Court (25) 08).

The Self-Evaluation reported progress across a range of key priorities outlined in the Scottish Funding Council’s (SFC) Outcome Agreement Guidance for 2023-24. Members were reminded that this would be the last such report to be produced under the former Outcome Agreement arrangements, following the introduction of the new Outcomes Framework and Assurance Model with effect from 2024-25.

12.2 Knowledge Exchange and Innovation Strategy

Court APPROVED retrospectively the Knowledge Exchange and Innovation Strategy (paper Court (25) 09), as provided by the Knowledge Exchange and Innovation Fund (KEIF) Submission Guidance. The report had been submitted to the Scottish Funding Council by the deadline of 31 January 2025.

The Deputy Principal advised that the Strategy set out the University’s institutional priorities for Knowledge Exchange and Innovation (KE&I) activity supported by the KEIF and demonstrated alignment with the aims and ambitions of Scottish Government national priorities. As this was the first iteration of the report, it was expected that guidance and format would evolve in future years.

Members welcomed the report, noting that it was very positive to see the prominence given to Knowledge Exchange and Innovation culture, which aligned well with QMU’s strategic direction and achievements. Responding to a question about measuring impact, the Deputy Principal noted that there were challenges associated with developing KPIs within the constraints of the KEIF targets, some of which were less relevant to the Scottish sector. However, discussions were progressing both within QMU and across HEIs, taking into consideration the positive synergies with research and possible associated opportunities to demonstrate impact, for example through case studies.

Court NOTED a report on the following areas of compliance activity from 1 October 2024 to 31 December 2024 (paper Court (25) 10):

1. Complaints.

2. Requests made under the Data Protection Act 2018.

3. Requests made under the Environmental Information (Scotland) Regulations 2004.

4. Requests made under the Freedom of Information (Scotland) Act 2002.

5. Activity related to the Counter-Terrorism & Security Act 2015.

Thanks were extended to the Policy Adviser (Governance and Compliance) for preparing the report.

Court RECEIVED the Unconfirmed minutes of the meeting of the Senate held on 11 December 2024 (paper SEN (24) MINS 05).

The Principal highlighted to Court the following initiatives in progress under the auspices of the Student Experience Committee that would enhance the student experience and support student retention:

Online academic writing support (minute 6.1.1.1 refers): The University had recently finalised a contract with Grammarly for Education, and this was being rolled out to all staff and students.

Attendance and engagement monitoring (minute 6.1.1.2 refers): The University’s updated Attendance Policy was being reviewed to align with the introduction of SEATS attendance management software for the start of the academic year 2025-26 and engagement software for the start of 2026-27.

The Principal reiterated the standing invitation to Court lay members to attend meetings of the Senate, noting that they would be most welcome to observe and contribute to discussions, where appropriate.

Court RECEIVED the Unconfirmed minutes of the meeting of the Equality and Diversity Committee held on 26 September 2024 (paper EDC (24) MINS 03). There were no particular matters brought to members’ attention.

COURT RECEIVED the Unconfirmed minutes of the meeting of the Senior Management Remuneration Committee held on 24 January 2025 (paper SMRC (25) MINS 01).

Court APPROVED the recommendation set out in the minutes, i.e. that the nationally agreed pay award for 2024-25 be applied to the salary scale for members of the Senior Leadership Team. The Acting Chair, reporting in his capacity as Vice-Chair, advised that he had been impressed with the constructive nature of the discussion and careful consideration of data to inform the recommendation. As set out in the minutes, he advised that some more granular data would have been useful, and this would be considered in future years.

The Acting Chair reported, in his capacity as Vice-Chair of Court, on members’ appraisal of the Chair of Court.

The Vice-Chair had conducted the appraisal under the process established by the University Court in compliance with the Scottish Code of Good Higher Education. That process offered all governing body members the opportunity to provide relevant feedback, individually and in confidence. Thanks were extended to all members who had taken up the opportunity to contribute to the appraisal.

Feedback had been extremely positive, with members commending in particular: the Chair’s commitment to the role; her understanding of the work of the University and wider context, the effective relationship established with the Senior Leadership Team, and the effective conduct of meetings, which provided an appropriate level of challenge.

There had also been some suggestions for further enhancing the work of the Court (not related directly to the Chair’s performance).

The Vice-Chair had relayed the positive feedback to the Chair. It was confirmed that, in line with the arrangements agreed by the Court, the National Annual Pay award would be applied to the Chair’s remuneration.

The University Court would meet as follows in Academic Session 2024-25:

Wednesday, 16 April 2025 – Strategy Day – all day event

Wednesday, 18 June 2025 at 3.00pm in the Boardroom

The Annual Stakeholder Event would be held on 16 April 2025 between 5.00pm and 7.00pm.