UCOL BOARD MEETING THURSDAY, 25th NOVEMBER 2021 AT 9.00AM - Meeting to be held on Manawatū Campus

 
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UCOL BOARD MEETING THURSDAY, 25th NOVEMBER 2021 AT 9.00AM - Meeting to be held on Manawatū Campus
UCOL BOARD MEETING

THURSDAY, 25th NOVEMBER 2021 AT 9.00AM
    Meeting to be held on Manawatū Campus
            McElroy Room (8.0.01)
Universal College of Learning (UCOL)
                                                           Board Meeting

Date:                                                          25 November 2021

Board Only Time:                                               8.30am
Commencement of Open Meeting:                                  9.00am
Meeting Concludes                                              1.00pm

Venue:                                                         Manawatū Campus, McElroy Room (8.0.01)
                                                               Verne Atmore (Chair), Mark Cleaver, Steve Maharey, Linda
Board Members:                                                 Stewart, Katarina Hina, Lyal French-Wright, Barry Jordan,
                                                               Lorraine Stephenson, Sam Huggard

Open Agenda

 Item Paper                Business                                               Presenter
 1.                        Karakia                                                                 All

 2.                        Welcome / Apologies                                                    Chair

 3.                        Register of Interests / Conflicts                                      Chair
 Items for Approval
 4.        83/21           Minutes from 28 October 2021 (Open Meeting)                            Chair
 Regular Reports and Noting Papers
 5.                        Chair’s Report (Verbal)                                                Chair
                           Resolution to Exclude Public in accordance with the
 6.                                                                                               Chair
                           Public Excluded agenda
 7.                        Close of Open Part of Meeting                                          Chair

        Universal College of Learning Limited
        Te Pae Mātauranga ki te Ao
                                                                Agenda                                    Page 2 of 12
Schedule

                                           Public Excluded Agenda

It will be moved by the Chair that the public be excluded from the remainder of the meeting under
Section 48 (1) Local Government Official Information and Meetings Act 1987, and the Official
Information Act 1982.
The general subject of each matter to be considered while the public is excluded, under section 48
(1) of the Local Government Official information and Meetings Act 1987 and the Official Information
Act 1982, and the reasons for passing this resolution in relation to each matter are as follows:

  Item General subject of each matter to be             Reason for passing this           Ground(s) under Section
       Considered                                       Resolution in relation to         48(1) for the passing of
                                                        each matter                       this Resolution
  8.         Confirmation of Minutes                    Section 9(2)(b)(ii) of the        That the public conduct of
  9.         2022 Strategic Transition Business Plan    Official Information Act -        this item would be likely to
  10.        Revised 2021 Year End Forecast             protect information where the     result in the disclosure of
  11.        Revised Draft Budget 2022                  making available of the           information for which good
  12.        Divestment of PSA House and Development    information would be likely       reason for withholding
             of a Healthcare Education Centre           unreasonably to prejudice the     would exist under section 9
  13.        Matters Arising – Action Register          commercial position of the        (noting the Board is
  14.        Business and Industry Partnership Update   person who supplied or who is     specified, in Schedule 2 of
  15.        Chief Executive’s Report                   the subject of the information.   LGOIMA, as a body to
  16.        Blended Delivery                                                             which LGOIMA applies).

The Chair will also move that certain employees from UCoL be permitted to remain at the meeting,
after the public has been excluded, because of their specific knowledge in relation to the above items.
This knowledge, which will be of assistance in relation to the matters above to be discussed, is
relevant to those matters because they have assisted in the progression of such matters.

Universal College of Learning Limited
Te Pae Mātauranga ki te Ao
                                                                                                 Page 3 of 12
Karakia
                                             Tūtawa mai i runga
                                              Tūtawa mai i raro
                                              Tūtawa mai i roto
                                             Tūtawa mai i waho
                                           Kia tau ai, te mauri tū
                                          Te mauri ora, ki te katoa
                                           Haumi ē, hui ē, tāiki ē

                                                  Translation
                                             I summon from above
                                                    …below
                                                    …within
                                       and the surrounding environment
                                   The universal vitality and energy to infuse
                                             and enrich all present
                                        Unified, connected and together

Universal College of Learning Limited
Te Pae Mātauranga ki te Ao

                                                                                 Page 4 of 12
Register of Interests

        Member                                         Chair / Deputy Chair / Member
1.      Verne Atmore                     Chair
        • Director Equine Lifestyle Equipment Ltd
        • General Manager NZ Tru-Test Group
        • Partner DC & VH Atmore Partnership
        • Director Agtrac Services Limited
        • Datamars SA (VP Livestock Management Solutions)
        • Datamars SA (Commercial Director Smart Farming Australasia)
        • Director Performance Beef Breeders Board
        • Director Koru Diagnostics Ltd

2.      Mark Cleaver                    Deputy Chair
        • Trustee Cleaver Family Trust
        • Trustee Zena Elsie Orr Memorial Trust
        • Director/Shareholder Zambezi Holdings Ltd
        • Director/Shareholder Rawhitiroa Forest Partnership
        • Shareholder Aero Sports Protection Ltd
        • Shareholder Cricket & Hockey Holdings Ltd
        • Nominee Shareholder BT Musings Ltd
        • Director CompressTech Ltd
        • Director Hyper-Analytics R&D
        • Director Hyperceptions Ltd
        • Director MVL Robotics Ltd
        • Director and Shareholder Malbec Consulting Limited
        • Director Kiwi Innovation Network Ltd
        • Director MVL Founders Nominees Ltd
3.      Steve Maharey                  Member
        • Steve Maharey Ltd
        • Chair Pharmac
        • Chair Education New Zealand
        • Director Wellington NZ
        • Board Member Finance, Procurement and Information Technology (FPIM), Ministry of Health
        • Member Atlantis Group of former Ministers of Education, Varkey Foundation
        • Te Aho Tamaka – Manawatū Leaders Group
        • Vaccine Governance Group (MoH)

4.      Lyal French-Wright             Member
        • Director NZIHT
        • Director WITT Ltd
        • President Taranaki Rugby Football Union
        • Trustee New Plymouth Boys’ High School Centennial Trust
        • Executive New Plymouth Boys’ High School Old Boys Association

     Register of Interests
     UCoL Ltd Subsidiary Board as at 1 November 2021
                                                                                       Page 5 of 12
Member                                         Chair / Deputy Chair / Member
5.      Linda Stewart                    Member
        • Director Regional Relationships at Waka Kotahi NZ Transport Agency
        • Director Economic Development New Zealand
        • Member Manawatū - Whanganui Regional Skills Leadership Group

6.      Katarina Hina                    Member
        • Strategic Lead Te Runanga o Nga Wairiki Ngati Apa
        • Board Member Te Manu Atatu Maori Business Network
        • Rangitikei District Representative Interim Regional Strategic Leadership Group
        • Co-Chair Manawatū - Whanganui Regional Skills Leadership Group

7.      Lorraine Stephenson                            Member

8.      Barry Jordan                      Member
        • Shareholder and Director of Commercial Mediation Business Peachstone Limited
        • Director Southern Institute of Technology Limited
        • Director Southern Lakes English College Limited
        • Treasurer (pro-bono) Onslow College Hockey
        • Board Advisory (pro-bono) AMINZ
        • Treasurer (pro-bono) Wilton Bowling Club
        • Forensic and Insolvency Partner Deloitte
        • Establishment Board Chair NZIST
        • Treasurer Karori Junior Hockey Club
        • Advisory Board Member (pro-bono) Victoria University - Brian Picot Chair in Ethical Management

9.      Sam Huggard                         Ex Officio Member
        Trustee 350 Aotearoa Charitable Trust
        Consumer Representative Utilities Disputes Ltd Energy Complaints Scheme Advisory Committee
        Advisory Board Member Centre for Labour, Employment and Work, School of Management, Victoria
        University of Wellington
        Director Tai Poutini Polytechnic Limited (TPP)
        Director Western Institute of Technology at Taranaki Limited (WITT)
        Employee – E tū Union
        Member Lottery Grants Board Community and Outdoor Safety Committees
        Member - Trade for All Ministerial Advisory Group
        Member - Attract and Develop a Skilled Workforce Working Group and Partnership Focus Group -
        Advanced Manufacturing Industry Transformation Plan
        Member – Te Pūkenga Council

     Register of Interests
     UCoL Ltd Subsidiary Board as at 1 November 2021
                                                                                           Page 6 of 12
Universal College of Learning (UCOL)
                                      Board Meeting
                                                     MINUTES
               28 October 2021, at 10.30am, Wairarapa Campus, Room: L-01

Present:                          Verne Atmore (Chair), Barry Jordan, Lorraine Stephenson, Mark Cleaver,
                                  Linda Stewart, Lyal French-Wright, Katarina Hina, Sam Huggard

Apologies:                        Steve Maharey,

In Attendance:                    Linda Sissons (Chief Executive), Brian Trott (Chief Financial Officer), Sylvie
                                  Hickton (Health and Safety Manager), Carrie Mckenzie (Director
                                  Wairarapa), Paula Birchall (Board Secretary)

ITEM 1: Karakia
The meeting was opened with a karakia.

ITEM 2: Welcome / Apologies
The Chair welcomed attendees to the meeting.
Apologies were noted from Steve Maharey and late apologies from Mark Cleaver (will join the
meeting at 12 noon).

ITEM 3: Register of Interests / Conflicts
No conflicts with matters on the agenda were declared.

ITEM 4:          63/21 - Confirmation of Minutes, 24 August 2021
                 64/21 - Confirmation of Minutes, 20 September 2021
                 65/21 – Confirmation of Minutes, 14 October 2021

Resolved
The Board approved the minutes of the open meetings of UCOL Board held on 24 August 2021;
20 September 2021; and 14 October 2021 as a true and accurate record of the meetings.

Moved by Barry Jordan, seconded by Lyal French-Wright
Carried
Universal College of Learning Limited
Te Pae Mātauranga ki te Ao

                                                     Paper 83/21
                                                                                                   Page 7 of 12
ITEM 5:          66/21 – Proposed 2022 UCOL Board Meeting Dates

Resolved
The Board approved the proposed UCOL Board meeting dates for 2022.

Moved by Linda Stewart, seconded by Katarina Hina
Carried

ITEM 6: Chair’s Verbal Update
The Chair provided a verbal update to the Board, in particular:

-      Continuing to work closely with the Chief Executive as she guides the organisation
       through the transition.
-      The evolution of the Backhouse Trust and the relationship with Ngā Rauru, the recent
       hui with Te Pūkenga’s Deputy Chief Executive Partnerships and Equity, Ana Morrison
       and recent developments with Kainga Ora. Disappointment was expressed with the
       pace in which Te Pae Tawhiti is moving, but understand the constraints on the team.
       The Chair thanked Member Mark Cleaver for the work on Backhouse and Members
       Lorraine Stephenson and Katarina Hina for their support around the Te Pae Tawhiti
       strategy and Iwi relations.
-      Management effort that had gone into the 2022 Budget and Blended Delivery
       submissions was noted. Both submissions demonstrate ambition and reflect a strong
       desire to support Te Pūkenga ambitions. The Board understands that the budget has
       been well received, but disappointingly, the Blended Delivery Business Case has stalled
       after feedback from Te Pūkenga Executive. The Team are regrouping and will likely
       reconsider options around a lower cost initiative and associated funding demands. The
       Board hold the view that the deliverables from this initiative would help accelerate Te
       Pūkenga out of the starting blocks with having a framework to enable the network to
       scale at pace and deliver blended learning in a consistent manner. The Chair thanked
       Barry Jordan for his support in fine-tuning aspects of the submissions. The Chair also
       thanked the Directors who were able to attend the out-of-cycle meetings at short notice.
-      A small sub-committee have considered the nominees for the 2021 UCOL Honours
       Awards – paper provided for the meeting today.
-      Aside from the work with Backhouse and Iwi there has been little governance activity
       with stakeholders largely due to COVID constraints. This is now likely to be the case
       through to Q1 2022. Management have been active with some good wins per the
       update in the Chief Executive and Leadership Team report.
-      It was noted that the interim Board meeting scheduled for 25 November will take place
       to review and approve the 2022 Budget and the 2022 Strategic Business Transition Plan.
       This will obviate the need for a December meeting.

Resolved
The Board noted and received the Chair’s verbal report.

Moved by Verne Atmore, seconded by Lyal French-Wright
Carried

Universal College of Learning Limited
Te Pae Mātauranga ki te Ao

                                          Paper 83/21
                                                                                     Page 8 of 12
ITEM 7: Audit and Risk Committee Chair’s Report
The Audit and Risk Committee Chair provided a verbal report, in particular the following was
noted:

- The Director Corporate Assurance and Risk is doing a tremendous job following up and
  closing out old items on the Internal Action Register. Member Linda Stewart endorsed this.
- An audit regarding Employee Recruitment Processes is underway with a report expected at
  the first Audit and Risk Committee meeting in 2022.
- Committee members received an update from the Chief Financial Officer regarding the two
  Audit NZ Reports (March and December) including management responses.

Resolved
The Board noted and received the Audit and Risk Committee Chair’s verbal report.

Moved by Verne Atmore, seconded by Linda Stewart
Carried

ITEM 8: 67/21 - Safety and Wellbeing Report
The Health and Safety Manager took the report as read and the following was noted from
discussion:

- Engineering and Applied Technology – External audit on machine guarding remains open. It
  was noted there are still some outstanding recommendations to be closed off.
- A lot of work and consideration has taken place recently regarding fully vaccinated and
  unvaccinated staff and students. We are awaiting Government mandate, but need to
  consider our own position independent from a Government position. A working group will
  be established.
- It was noted the Manawatū campus is 76% double vaccinated, Wairarapa campus is around
  61% and Whanganui 72%. Further data on vaccinations will be provided in the next Safety
  and Wellbeing report.
- Communications regarding the Sick Leave Bank have been drafted – it was noted that the
  People and Capability Team will send out the message to staff next week.
- The Director Wairarapa noted that the non-compliance issues previously reported on for the
  Wairarapa campus have now all been resolved.

Resolved
The Board received the Safety and Wellbeing report.

Moved by Lyal French-Wright, seconded by Linda Stewart
Carried

Universal College of Learning Limited
Te Pae Mātauranga ki te Ao

                                        Paper 83/21
                                                                                Page 9 of 12
ITEM 9: 68/21 – Finance Report
The Chief Financial Officer took the paper as read. The following was noted from discussion.

-      Growth rate of debtors – main contributor for this is the amount of debt that is not payable
       until next academic year, students are signed up now and registered however the fees are
       not due.
-      Agreed to be conservative on accruing the costs in relation to the ECE contract.
-      It was noted the favourable working capital amount ($1.7M) was due to delayed capex.
       Team is working hard for capex spend to be wrapped up to year end.
-      A Member queried if funding is provided for over delivery. The Chief Financial Officer
       advised that we are waiting for confirmation from the TEC around their intention to not
       exercise a clawback for under delivery.
-      It was noted that the Executive Director Community Engagement is currently preparing a
       paper regarding the conversion and non-conversion of EFTS. The Board look forward to
       receiving the paper at the November meeting.

Resolved
The Board received the Finance report.

Moved by Barry Jordan, seconded by Lyal French-Wright
Carried

ITEM 10: 69/21 – Academic Report
The Chief Executive took the paper as read.

-      Discussion took place around the partnering and potential pilot with the Ministry for Pacific
       Peoples (MPP) regarding a learning innovation for a STEAM Homework Hub.
-      The Board were pleased to see the new programmes of study and what UCOL will be
       delivering in 2022. It was noted UCOL have worked closely with industry and have listened
       to their feedback, needs and ideas.
-      The Board were pleased to see the collaboration taking place with EIT in regards to the
       Bachelor of Early Childhood and Education. Members asked if Management see any risks
       in getting the accreditation, the Chief Executive confirmed she has looked through the
       paperwork and the questions that have been raised are all benign and is expecting the visit
       next week to go smoothly.
-      Discussion took place regarding the volume of secondary school / USkills students and the
       retention. It was agreed it would be good for the Board to receive a paper on USkills at
       some point. UCOL always gets more students than we are funded.

Resolved
The Board received the Academic report.

Moved by Linda Stewart, seconded by Katarina Hina
Carried

Universal College of Learning Limited
Te Pae Mātauranga ki te Ao

                                          Paper 83/21
                                                                                      Page 10 of 12
ITEM 11: 70/21 – Strategic Transition Business Plan, Q3 KPI Progress Report
 The Chief Executive took the paper as read.
 -      The Chief Executive noted the progress on KPIs as at Q3 – 5 have worsened with 5 making
        good progress others have been completed or no change. The Chief Executive apologised
        for the progress relating to the financial efficiencies KPI as there was not enough focus put
        on this since previous quarter.
 -      Discussion took place regarding staff retention. The Board suggested introducing some
        incentives for staff (i.e. extra days off, small bravo awards). The Board were concerned
        that at the end of Q1 2022 there may be some twitchiness amongst staff.
 -      Discussion took place regarding the amount of time staff are supporting Te Pūkenga
        initiatives on top of their roles. Management and Board to consider this and what the top
        priorities are when reviewing and approving the Strategic Transition Business Plan for
        2022.

 Resolved
 The Board noted and received the Strategic Transition Business Plan, Quarter 3 KPI Progress
 Report.

 Moved by Linda Stewart, seconded by Lyal French-Wright
 Carried

ITEM 12: Resolution to Exclude Public in Accordance with the Public Excluded Agenda

Resolution
Moved by Verne Atmore, seconded by Linda Stewart
The Board resolved that the public be excluded from the remainder of the meeting under Section 48 (1)
Local Government Official Information and Meetings Act 1987, and the Official Information Act 1982.

The general subject of each matter to be considered while the public is excluded, under section 48 (1) of
the Local Government Official information and Meetings Act 1987 and the Official Information Act 1982,
and the reasons for passing this resolution in relation to each matter are as follows:

 Item      General subject of each matter to be      Reason for passing this       Ground(s) under Section
           Considered                                Resolution in relation to     48(1) for the passing of this
                                                     each matter                   Resolution
 14.       Confirmation of Minutes
                                                     Section 9(2)(b)(ii) of the
 15.       2021 Provisional Year End Forecast                                      That the public conduct of this
                                                     Official Information Act -
 16.       UCOL Honours Awards - 2021 Nominees                                     item would be likely to result
                                                     protect information where
 17.       Matters Arising – Action Register                                       in    the     disclosure     of
                                                     the making available of the
 18.       UCOL Performance Benchmarking 2020                                      information for which good
                                                     information would be likely
           Analysis - Tribal                                                       reason for withholding would
                                                     unreasonably to prejudice
 19.       Chief Executive and Leadership Team                                     exist under section 9 (noting
                                                     the commercial position of
           Report                                                                  the Board is specified, in
                                                     the person who supplied or
 20.       Amalgamation of TANZ eCampus                                            Schedule 2 of LGOIMA, as a
                                                     who is the subject of the
 21.       Property Report                                                         body to which LGOIMA
                                                     information.
 22.       People and Capability Report                                            applies).
 23.       Workplace Environment Survey Summary

 Universal College of Learning Limited
 Te Pae Mātauranga ki te Ao

                                                  Paper 83/21
                                                                                                 Page 11 of 12
The Board resolved that UCOL employees Linda Sissons, Brian Trott and Paula Birchall be permitted
to remain at the meeting after the public has been excluded, because of their specific knowledge in
relation to the above items. This knowledge, which will be of assistance in relation to the matters
above to be discussed, is relevant to those matters because they have assisted in the progression of
such matters.

The Board also resolved that UCOL employee Dan Lester be permitted to join the meeting for Items
22 and 23 because of his specific knowledge in relation to these items.

ITEM 13: Closure of Open Part of the Meeting
There being no further business the Chair closed the open part of the meeting at 11.44am.

Dated:

Signed as a correct record

___________________________________
Verne Atmore
Chair

 Universal College of Learning Limited
 Te Pae Mātauranga ki te Ao

                                         Paper 83/21
                                                                                     Page 12 of 12
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