Reports

Report of the Council on the governance arrangements for the North West Cambridge project and for the development of West Cambridge

The Council begs leave to report to the University as follows:

1. This Report sets out the proposed governance arrangements for the North West Cambridge project and for the future development of West Cambridge. It proposes the establishment by the Regent House of a Syndicate, and sets out its proposed responsibilities and reporting arrangements for both areas.

2. The Green Paper on the North West Cambridge Project (Reporter, 2009–10, p. 1009) contained a section on the proposed future governance arrangements for the Project and the future development of West Cambridge (paragraphs 105–116). These arrangements had previously been considered by the Finance Committee and the Council on 18 November 2009 and 23 November 2009 when they were requested to approve the establishment of the current Project Board for West and North West Cambridge. Both bodies were invited to note the proposals set out for the future establishment of a Syndicate, that option having emerged from discussion at the Council’s strategic retreat in September of that year. The proposals included draft terms of reference, the necessary changes of legislation to enact the establishment of a Syndicate together with the powers to be delegated to it, and the obligations it would have to the Regent House for reporting and accountability. There was general support for the approach and the grant of delegated powers balanced by transparent accountability for the Syndicate.

3. Some comments about the proposed governance arrangements were made in the Discussion of the Green Paper on 12 October 2010 (Reporter, 2010–11, p. 72) and through the more general consultation. There was support for establishing a Syndicate. It was then envisaged that formal proposals for establishing the Syndicate, its structure of membership, terms of reference, and the consequential legislative changes, would be brought forward on the same timetable as that for approving the master plan for the University’s lands in North West Cambridge. As was reported in the Notice published in the Reporter on 10 November 2010 (p. 166), the decision by the Government not to proceed with the upgrading of the A14 road requires a remodelling of the traffic assumptions for the project which has altered the original timetable for submission of a full application for outline planning permission. The Council believes that, despite this, the Regent House would wish now to receive proposals for the governance arrangements, and this separate Report on governance is therefore put forward.

4. A timetable will now be followed that will lead to the Regent House determining whether to support the application for planning permission in August 2011. If support were to be forthcoming from the Regent House, a Resolution to grant consent would possibly be granted by the relevant planning authorities by the end of 2011. It would, however, be unsatisfactory to leave the establishment of a Syndicate on the terms envisaged by the Finance Committee and the Council to the same revised timetable, especially if the University were to wish to proceed with the detailed development and planning for a phase 1 for the project during the latter part of 2011. The compelling need for the University to provide new postgraduate and University housing (the latter principally for postdoctoral research staff) as identified by the Council requires that the proposed new arrangements are established now so that there can be formal involvement of those for whom these facilities would be provided and support to the project team from those with expertise and experience in developments of this kind. For that reason, it is proposed that the arrangements for a Syndicate are put in place for the beginning of the 2011/12 financial year on 1 August 2011 by publishing this Report now with the subsequent promotion of the necessary Graces. The Syndicate could then be responsible for the period immediately prior to, and following submission of, a planning application as well as for the development and associated budget for a phase 1. This will have the additional advantage of ensuring that governance arrangements are given appropriate consideration separately from the question of the approval of a master plan along the lines proposed in the Green Paper. If it were the Regent House’s decision not to proceed with a submission for planning permission or significantly to delay consideration of a phase 1 plan, the Syndicate could be stood down.

5. If the North West Cambridge lands are developed, it will take more than a decade for all phases to be completed. The University will have a perpetual financial and ownership interest in the site. The duties arising from this, as well as those from delivering the development of the phases as these are approved by the University, would be most appropriately discharged by a Syndicate, which, to help the University, would include members with appropriate professional and business experience. Such a Syndicate, as part of the University’s existing governance arrangements, would work within the approved University strategic objectives for the sites. The Syndicate would act as a ‘board’ for those with responsibility for delivering the project and managing the estate, and would establish procedures and systems for the long-term financial and development arrangements for the site. A model that provides significant delegated powers of this kind to a Syndicate would be paramount in ensuring the success of the project. A clear organizational structure providing clarity about where managerial responsibilities and strategic oversight lie is essential to minimize risk. There has to be clarity and certainty for those responsible for delivering the project and those overseeing it. These objectives can best be provided by establishing a Syndicate with the independence to make decisions purposefully and with authority within the framework agreed by the University through the master plan and the conditions attaching to it. These powers need to be complemented however by a commitment to accountability and transparency for the University. This would be achieved by requiring the Syndicate, by Ordinance, to produce an annual report, budget, and audited accounts – which would be abstracts of the University’s consolidated accounts – including income and expenditure, cash-flow, and balance sheet statements. It is envisaged that this obligation would first be discharged for the 2011/12 financial year.

6. The Council has carefully considered the scope of the proposed Syndicate’s powers in connection with the erection of new buildings and the sale or lease of land. The erection of a new University building is subject to Statute F, I, 2,1 and requires the approval by Grace of the Regent House. In addition, under the Regulations for Financial Matters,2 where the Finance Committee exercises the powers of the University under Statute F, III, 1–3, approval by Grace of the Regent House is required if in the judgement of the Council a sale or grant of lease for sixty years or more would deprive the University of the use of lands or buildings which are of present or prospective use to the University. In this context, it is to be noted that the Regent House has already approved by Grace 2 of 18 June 2008 (Reporter, 2007–08, p. 890) (i) the provisional mix of uses to be provided at North West Cambridge as set out in the Fourth Report of the Council (Reporter, 2007–08, p. 613) and (ii) the Easter 2008 Emerging Master Plan as the basis of evidence to the North West Cambridge public examination. This Fourth Report set out the range of uses to be provided for in the planning of the site, which included an indicative provision of 2,500 units (now set at 3,000) of accommodation (half of which would be for sale in the open market), Collegiate units for up to 2,000 students, a minimum of 100,000 sq. m. of academic and University-linked private research space, and at least 5 ha. of land for community facilities.

7. More recently, in the Green Paper the Council made clear that, in addition to seeking Regent House approval to make an outline planning application for the whole site, any decision actually to proceed with any part of the project itself will require further Regent House approval (paragraph 4). In particular, this will involve seeking Regent House approval for each phase of the development and the submission of applications for the approval of reserved matters under the outline consent to the local authorities. The associated Report to the University will show the defined areas intended for sale or long-term lease in respect of the development phase in question. However, as already stated in the Green Paper (paragraph 45), and mirroring the existing arrangements in respect of the authority of the Finance Committee under the Regulations for Financial Matters, it is not envisaged that approval of the Regent House will be sought in respect of sales or leases of individual properties or plots of land, since these will not form part of the University’s operational estate.

8. For the purposes of obtaining such approval as may be required by Statute F, I, 2, it is proposed that, as and when a Grace is submitted to the Regent House in respect of each separate phase of the development to authorize the submission of applications for the approval of reserved matters under the outline consent, the Grace will at the same time seek the approval of the Regent House to all construction work for non-operational purposes contemplated in connection with that phase of the development. A wide authority in this form will be essential to the successful implementation of the project. There are no specific plans at present for any developments for operational purposes on the site, but in the event that any proposal is brought forward relating to the erection or substantial alteration of a building for academic or non-commercial research purposes, the proposed governance arrangements for the Syndicate make clear that such development cannot be implemented without the specific approval of the Regent House (see also paragraphs 113 and 114 of the Green Paper).

9. This governance framework strikes a suitable balance between ensuring that there are appropriate checks on the Syndicate’s exercise of its powers in respect of sale and development of the land comprising the estate, and at the same time giving it the necessary autonomy to conduct its business. More restrictive conditions requiring separate Regent House approval in advance of the sale of individual plots of land would be unworkable and would make it impossible for the Syndicate to do business with prospective tenants under occupational leases or firms of developers, who would not be prepared to transact on such terms at all or only on financial and other terms that the University would find unacceptably onerous.

10. The proposed regulations for the Syndicate specify that the Syndicate’s exercise of its powers in relation to its affairs shall be subject to any limitations set by Council or the University, which includes the framework for approvals of the Regent House stipulated above in this Report. In summary, and for ease of reference, that framework currently prescribes the following requirements:

Regent House approval	Expected Date
Grace required to approve the Master Plan for the North West Cambridge site and to authorize its submission to the local authorities for outline planning consent and the acceptance s.106 agreement terms and any other planning conditions negotiated with the local authorities and specified in the associated Report.	August 2011
Grace required to approve each phase of the development, including defined areas for sale or long-term lease and all construction work for non-operational purposes contemplated in connection with the phase in question, and to authorize application to the local authorities for the approval of reserved matters under the outline consent in respect of that phase.	Prior to the implementation of the phase in question
Grace required to approve the erection, demolition or substantial alteration of any building for academic or (non-commercial) research purposes.	In the event that any specific proposal for such development is brought forward

11. The option of establishing a wholly-owned subsidiary company for the project was considered but rejected, because the Council believes that the Regent House would not wish the University to transfer the estate portfolio out of the ownership or control of the University, and could not recommend that course to the Regent House. In any case, there would be significant legal difficulties. Nonetheless, it may be that the Syndicate will find it necessary or helpful to establish a company or companies for particular aspects of the development (as is the case with Cambridge Assessment and Cambridge University Press) and this possibility should not be precluded, with proper consideration and approval by the Finance Committee.

12. Standing beside the lands at North West Cambridge is the West Cambridge site. There are significant synergies between the two sites and the future development of both needs to be considered in an integrated way. This is already happening with some success under the aegis of the Project Board for West and North West Cambridge and it will be important that the new Syndicate continues to have this responsibility, with the distinction that the responsibilities for West Cambridge are for its development and stewardship, not for its management as a site as envisaged for North West Cambridge.

13. Set out in the Annexes to this Report are the proposed regulations for the establishment of the Syndicate, together with proposed related legislative changes to existing regulations.

14. If the Regent House is content to proceed with the establishment of the Syndicate under the regulations recommended here, the Project Board will consider and bring forward proposals to the Council through its Advisory Committee on Committee Membership and External Nominations for the Syndicate’s future membership, having consulted the University and Colleges Joint Committee and other relevant bodies. It will also bring forward to the Council proposals for the arrangements for the operation and enactment of the Syndicate’s responsibilities in accordance with the terms of its establishment. In particular, within three months of its formal establishment, procedures will be determined by the Council for the financial regulation of the Syndicate either by way of a suitably amended version of the University’s Financial Regulations or in the form of specifically dedicated regulations. The membership of the Project Board may itself change in anticipation of the date of establishment of the Syndicate so that it would begin to act as a shadow form of that Syndicate with reinforced membership and expertise. As regards the post of Project Director, the Council confirms for the avoidance of doubt that appointments and reappointments to this post and to any others exercising executive responsibilities for the Syndicate shall be made within the University’s pay and grading structure for non-clinical staff applying from time to time.

15. The Council recommends:

I. That a West and North West Cambridge Estates Syndicate be established in the University, to be governed by the regulations set out in Annex 1 to this Report.

II. That subject to the approval of Recommendation I, certain regulations be amended as set out in Annex 2 to this Report.

14 March 2011	L. K. Borysiewicz, Vice-Chancellor	Athene Donald	Vanessa Lawrence
	David Abulafia	R. J. Dowling	R. Lethbridge
	Anthony Andrews	I. M. Le M. du Quesnay	Rahul Mansigani
	N. Bampos	Nicholas Gay	Mavis McDonald
	Richard Barnes	David Good	Susan Oosthuizen
	D. Casserley	Andy Hopper	Rachael Padman
	Stephen J. Cowley	Christopher Hum	John Shakeshaft
	M. J. Daunton	F. P. Kelly	Sam Wakeford

ANNEX 1

Chapter I

THE CHANCELLOR AND THE GOVERNMENT OF THE UNIVERSITY

SPECIAL REGULATIONS FOR SYNDICATES

(Statutes and Ordinances, p. 121)

By inserting a new section as follows:

West and North West Cambridge Estates Syndicate

1. The West and North West Cambridge Estates Syndicate shall consist of:

(a)the Vice-Chancellor (or a duly appointed deputy) as Chairman;

(b)a University officer appointed by the Council; and

(c)nine members appointed by the Council who shall be persons with experience and expertise in matters relevant to the affairs of the Syndicate (at least four of whom shall be members of the Regent House).

Subject to Regulation 12 below and the General Regulations for Boards, Syndicates, etc., members in class (c) shall be appointed for four years from 1 January following their appointment.

2. The Registrary shall appoint the Secretary of the Syndicate.

3. No business shall be transacted at any meeting of the Syndicate unless at least five members are present.

4. Within the strategic and financial framework and any other limitations set by the Council or the University, as amended from time to time, the Syndicate shall be responsible for:

(i)the management, development, and stewardship of the North West Cambridge Estate (being the University’s land and property holdings in the area between Madingley Road, Huntingdon Road, and the M11 motorway); and

(ii)the development and stewardship of the West Cambridge Estate (being the University’s land and property holdings in the area bounded by Madingley Road, Clerk Maxwell Road, the Coton Footpath, and the M11).

5. Subject to the restrictions set out in Regulations 4, 6, and 7, the Syndicate shall be authorized to exercise in the name of the University in relation to the affairs of the Syndicate all the powers of the University, except in so far as the Statutes and Ordinances expressly or by necessary implication provide otherwise.

6. The approval of the Finance Committee shall be required for any proposal to borrow money or to establish or acquire an interest in any company registered under the Companies Acts or otherwise.

7. For the avoidance of doubt, no proposal relating to the erection, demolition or substantial alteration of any building for academic or (non-commercial) research purposes shall be implemented unless it has been specifically approved by Grace of the Regent House.

8. The Syndicate shall make an Annual Report to the Council, which shall include a budget and audited accounts and which shall be published to the University either as a whole or in summary. The Syndicate shall make such other reports and take such other steps as the Council may require from time to time.

9. Members of the Syndicate shall register and declare all personal and business interests which may, or may be perceived to, influence their judgement in connection with the affairs of the Syndicate and, where appropriate, shall withdraw from related business and discussions. The Council may from time to time determine procedures for the financial regulation and conduct of the affairs of the Syndicate after consultation with the Chairman of the Syndicate.

10. There shall be the post of a Project Director for the North West Cambridge project. The duties of the Project Director shall be determined by the Syndicate. Appointments and reappointments to the post of Project Director shall be made by the Syndicate.

11. The Council shall have the power in exceptional circumstances to discharge the Syndicate and to assume full responsibility itself for the management, development, and stewardship of the West and North West Cambridge Estates for the time being.

12. The Council shall have the power at any time to revise the period of a person’s appointment as a member of the Syndicate.

ANNEX 2

Chapter XIII

FINANCE AND PROPERTY

FINANCIAL MATTERS

(Statutes and Ordinances, p. 974)

Regulation 9.

By inserting the following words at the end of the regulation:

and Regulation 6 shall not apply in connection with the management, development, and stewardship of the North West Cambridge Estate which is the responsibility of the West and North West Cambridge Estates Syndicate, which shall be governed by regulations for that Syndicate made under Statute A, VI, 1.

UNIVERSITY PROPERTY: SITES AND BUILDINGS

GENERAL REGULATIONS

(Statutes and Ordinances, p. 996)

Regulation 1.

By inserting a new sentence at the end of the regulation as follows:

Regulations 2–11 shall not apply in connection with the management, development, and stewardship of the North West Cambridge Estate which is the responsibility of the West and North West Cambridge Estates Syndicate under regulations for that Syndicate made under Statute A, VI, 1.