MEMORANDUM OF UNDERSTANDING BETWEEN THE UNIVERSITY COURT OF THE UNIVERSITY OF EDINBURGH AND. UoE ACCOMMODATION LIMITED

Transcription

1 MEMORANDUM OF UNDERSTANDING BETWEEN THE UNIVERSITY COURT OF THE UNIVERSITY OF EDINBURGH AND UoE ACCOMMODATION LIMITED April

2 Contents 1. Definitions Purpose of this Memorandum Obligations of the Company to the University Commercial Arrangements Financial Arrangements Staffing Procurement Arrangements Information Technology: Security Policy Estates & Buildings Corporate Governance Conflict of Interest Other University Policies Directors and Officers Liability Insurance Management and Control of the Company Review... 6 SIGNATURES

3 MEMORANDUM OF UNDERSTANDING BETWEEN THE UNIVERSITY COURT OF THE UNIVERSITY OF EDINBURGH AND UoE ACCOMODATION LIMITED 1. Definitions 1.1. The University Court of the University of Edinburgh ( the University ), incorporated under the Universities (Scotland) Acts UoE Accommodation Limited ( the Company ), a company limited by shares, and wholly owned by the University, whose registered office is at Old College, South Bridge, Edinburgh, EH8 9YL, and company registration number SC Purpose of this Memorandum 2.1. The purpose of this Memorandum is to define the relationship between the University and the Company. 3. Obligations of the Company to the University 3.1. The Company acts as a vehicle for the commercial exploitation of the University's student accommodation properties, comprising in particular the Pollock Halls of Residence, but also various outlying properties around the city of Edinburgh, as appropriate. 4. Commercial Arrangements 4.1. The Company will transact at arm s length from the University. The University, as a body recognised as having charitable status, and being funded significantly from public monies, will not subsidise the commercial activities of the Company. 5. Financial Arrangements 5.1. In accordance with clause 4.1 above, all transactions between the Company and the University shall be carried out at arms-length and be settled in accordance with normal business practice. 3

4 5.2. The Company, through its Board of Directors, shall be responsible for the production of statutory Annual Financial Statements and periodic Management Accounts The Company, through its Board of Directors, shall be responsible for developing financial policies and procedures appropriate for the circumstances of the Company. Beyond any statutory requirements to be complied with (e.g. Companies Acts legislation), the Company s financial policies and procedures shall follow those of the University; where local variations are thought appropriate, these will be discussed and agreed first in writing with the University s Director of Finance Should it become necessary for the Company to seek to borrow funds to finance its on-going operations, it will approach the University to negotiate terms. In order to protect the interests of the University and its other subsidiaries, the Company will not approach third parties with regard to borrowing The University s Nominated Officer will act as the University s shareholder representative. Any formal communication necessary between the University and the Company shall be effected through him. For the time being, the Nominated Officer is: David Montgomery Deputy Director of Finance Charles Stewart House 9 16 Chambers Street Edinburgh EH1 1HT 5.6. For the purposes of formal financial reporting, the Company will provide regular management accounting information to the University, together with any other financial information as the University may reasonably require. Such information shall be provided to the University s Nominated Officer For budgeting, forecasting and monitoring, the Company will conform to the financial reporting cycles of the University of Edinburgh The annual Directors Report and Accounts are subject to the approval of the University The Company will not be wound up other than with the full agreement of the University The Company may only appoint or remove auditors with the approval of the University The Company s activities will be subject to review by the University s Internal Audit Service. This requires the Internal Audit Service to have unrestricted access to all the Company s documents, records, assets, information, personnel and premises, which it considers necessary to fulfill its responsibilities. 4

5 6. Staffing 6.1. The Company will not employ its own staff. Staff costs associated with the University s Accommodation Services commercial operations will be charged to the Company. 7. Procurement Arrangements 7.1. The Company s procurement policies and practices shall be those of the University, adjusted as necessary with the agreement of the University s Director of Procurement. Any agreed variations will be specified in writing. 8. Information Technology: Security Policy 8.1. As a user of the University s computing facilities, the Company will comply with the University s policy on IT security. 9. Estates & Buildings 9.1. Management of the University s estate is the responsibility of its Estates & Buildings Department. Occupation of University premises, or use of University Estates services or facilities, will be on a basis agreed in writing with the Director of Estates & Buildings. 10. Corporate Governance The University adheres to recognised best practice in relation to Corporate Governance. Notwithstanding any small company exemptions afforded by company legislation, the Company will develop its own code of practice on Corporate Governance, to be agreed with the University. A statement of the Board s responsibilities in relation to Corporate Governance will be included in the Company s Annual Report and Accounts. This statement is required to indicate how the Company has complied with best practice in this area and, in particular, in relation to effective risk management The Company will have regard to the University s policies on all aspects of Corporate Governance, as they may be developed or amended from time to time. Where required, the Company will prepare similar policy statements (e.g. on Equal Opportunities, or on Disability issues) and disclose these in its Annual Report and Accounts. 11. Conflict of Interest As noted in Clause 3.1 the Company was established to act as a vehicle for the commercial exploitation of the University's student accommodation properties. In the 5

6 normal course of business, individual directors of the Company (including the Company Secretary) should not find themselves in a conflict of interest situation visà-vis their University roles. However, should any director consider him/herself subject to a conflict of interest at any time, this should be addressed immediately with the University s Nominated Officer. 12. Other University Policies The Company, through its Board of Directors, will be responsible for developing other policies and procedures that are identified as necessary from time to time. In principle, the Company s policies and procedures should be those of the University, amended where appropriate, with the written agreement of the relevant senior officer of the University. Such areas may include, for example, Health & Safety, Data Protection, Freedom of Information and Risk Management. 13. Directors and Officers Liability Insurance The University will maintain appropriate Directors and Officers Liability Insurance on behalf of the Company. 14. Management and Control of the Company The Company s operations will be managed by a Board of Directors, from whose number a Chairperson will be identified Appointment to the Board of Directors will be made by the University. The University will also nominate the Chairperson. Managerially, the Chairperson will be responsible to the University via the University s Director of Corporate Services The Board of Directors will meet no less frequently than four times per year Company officers will not be eligible for payment of any fees for services rendered. Expenses incurred for the bona fide business of the Company will be reimbursed upon receipt of appropriate supporting documentation. 15. Review This Memorandum, which constitutes the current state of intent of the University and the Company, will be reviewed annually. 6

7 SIGNATURES IN WITNESS WHEREOF these presents typewritten on this and the preceding pages are subscribed at Edinburgh by the parties, as follows: On behalf of the University Court of the University of Edinburgh On behalf of UoE Accommodation Limited Date Date in the presence of: in the presence of: Name of Witness Name of Witness Address Address 7