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
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 12Schedule
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 12Karakia
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 12Register 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 12Member 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 12Universal 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 12ITEM 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 12ITEM 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 12ITEM 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 12ITEM 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 12The 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
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