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Capital Committee

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The Capital Committee considers major capital projects at critical stages in their procurement and delivery to provide assurance to the Council that the project is consistent with the agreed initial aims and that it can progress successfully to the next stage in the decision point process.

Membership and Meetings

Committee Membership

SFC Board members

Mhairi Harrington (Chair)

Alison Nicolson

Professor John Wallace CBE

External members

Bob Wilson

Committee Clerk

Gillian Phillips
Email: gphillips@sfc.ac.uk

Next Meeting Dates

  • 22 January 2025
  • 9 April 2025
  • 1 October 2025

Standing Orders

Legislation and Background

  1. The Further and Higher Education (Scotland) Act 2005 established the Scottish Further and Higher Education Funding Council. Schedule 1 of the Act makes provision for certain administrative and other matters with respect to the Board Council, including the establishment of committees.
  2. Schedule 1 states that:
    • The Board Council may establish committees for any purposes relating to its functions [section 13].
    • The Board Council is to determine the composition of its committees, the terms and conditions of committee membership, and the procedure (including any quorum) of its committees [section 14(1)].
    • Any of the committees of the Board Council may include persons who are not members of the Board Council [section 14(2)].
    • The Board Council is to pay to the members of its committees (whether or not they are also members of the Council) such allowances as the Scottish Ministers may determine [section 14(3)].
    • The Board Council is to keep under review the structure of its committees and the scope of the activities of each [section14 (4)].
  3. Schedule 1 also states that the Board Council may authorise any of its committees to exercise such of its functions to such extent as it may determine [section 15(1)]. Delegated authority for each committee is contained in the remit for each committee as agreed by the Board Council.
  4. At its meeting on 17 March 2017, the Board Council agreed to establish a Capital Decision Point Committee. The remit, membership, and standing orders were also approved by the Board Council at its meeting on 17 March 2017. The remit of the Committee is reviewed on an annual basis.

Background to the remit of the Capital Committee

  1. The Committee has oversight of the SFC capital programmes, and in particular the governance arrangements, for both colleges and universities. The Committee will provide assurance to the SFC Board that the SFC’s Council executive has undertaken the necessary scrutiny and due diligence for all its capital programmes; traditional capital, revenue-funded and Financial Transaction loan finance.
  2. All capital projects should be the product of a business case in order to be considered for funding. The SFC’s Council’s Capital Projects: Decision Point Process guidance examines a project at critical stages in its procurement and delivery to provide an assurance that it is consistent with the agreed initial aims and it can progress successfully to the next stage.
  3. The key stages in the decision point process are:
    • Decision Point review 0: strategic assessment.
    • Decision Point review 1: business justification/outline business case.
    • Decision Point review 2: procurement strategy/full business case.
    • Decision Point review 3: pre-tender.
    • Decision Point review 4: pre-contract/ pre-construction.
    • Decision Point review 5: post-occupancy evaluation.
  1. The decision point process provides assurance that each project:
    • Is on target to meet the pre-agreed aims and objectives.
    • Can successfully progress to the next stage of development or implementation.
    • Remains within the cost, quality and budget parameters set.
    • Represents value for money.
    • Governance and resource arrangements are effective for its delivery.
  2. For this purpose, major capital projects are defined as capital projects above £5 million.

Remit of the Capital Committee

  1. Where major capital projects are revenue-funded, the Committee will provide assurance to the SFC Board that, at each of the three key Decision Point review stages (1, 2 and 4), the executives of SFC and Scottish Futures Trust (SFT) have undertaken the necessary scrutiny and due diligence to satisfy themselves that the project can progress to the next Decision Point review stage.
  2. Where major capital projects are funded through direct capital grant, the Committee will provide assurance to the SFC Board that, at each of the three key Decision Point review stages (1, 2 and 4), the SFC’s executive, supported by its independent professional advisors, has undertaken the necessary scrutiny and due diligence to satisfy themselves that the project can progress to the next Decision Point review stage.
  3. The Committee also has oversight of the College Infrastructure Strategy delivery and of major capital projects (such as the Dunfermline Learning Campus).

Membership of the Capital Committee

  1. As set out in the Further and Higher Education (Scotland) 2005 Act, membership of the committee will be determined by the Board.
  2. Board Committees must have Board representation. The Chair, who will be determined by the Board, will be a Board member but not the Chair of the Board.
  3. The Chief Executive, although a member of the Board, will not normally be a member of any committee.
  4. The Capital Committee will have other committee members who are not members of the Board. These will be referred to as “external members”; and the Scottish Government’s guidelines for appointing members should be followed in their selection. In addition, guidelines established by the Remuneration and Nominations Committee should also be followed.
  5. A Board member’s term of office on a committee will run concurrently with their Council Board term of office. Each external member will be appointed initially for a period of three years, with the possibility of serving for a further three year period thereafter. Where appropriate, periods of reappointment will be staggered to ensure some continuity of membership.
  6. On the expiry of a period of appointment of an external member, that member may be invited to serve for a single further period not exceeding three years. Where appropriate, periods of reappointment will be staggered to ensure some continuity of membership.
  7. An external member may by giving notice in writing to the chair of the committee resign as a member of a committee. A Board member may by giving notice in writing to the Chair of the Board resign as a member of a committee.
  8. If the Chair of the Committee and the Chair of the Board are satisfied that a members’ attendance at meetings has been unsatisfactory or that the member is otherwise unable or unfit to discharge the functions of a member, they may by giving notice in writing to the member remove that person from the Committee.
  9. The Chair of the Capital Committee will be a member (but not the Chair) of the Board There will be at least two other members, who may be external members of the Board.
  10. The Chair of the Committee will also be a member of the Finance Committee to ensure applicable and timely reporting from the Capital to the Finance Committee.
  11. The profile of the membership should include experience and expertise in the following fields:
    • Development of major infrastructure projects.
    • Current knowledge of the college and/or university sectors.
  1. There will also be regard to equalities issues in the membership composition.

Proceedings of the Capital Committee

  1. Committee members should observe the same rules as those set out under the Code of Conduct for SFC Board members.[1]
  2. The validity of any proceedings of the Committee is not affected by a vacancy in membership or by any defect in the appointment of a member.

Quorum

  1. The quorum for a Capital Committee meeting is two members.

Role of the Chair in Committee Meetings

  1. It is the role of the Chair to see that Committee business is conducted in an orderly fashion and to ensure that members obtain a fair hearing. Members wishing to speak shall do so through the Chair.
  2. The Chair is also responsible for leading the meeting to reach decisions. The Committee will normally make decisions on the basis of agreement by consensus, but where the Chair believes it to be in the interest of the progress of a debate, or where it is proposed and seconded by two members present, the Clerk may be asked to count and record a vote by a show of hands.
  3. As set out in the SFC’s Scheme of Delegation, generally committees are expected to take matters as far as appropriate before making recommendations to the Board. The Chair of the Committee will normally have responsibility for judging when it is appropriate to make recommendations to the Board: where items are routine, they will stay with the Committee until the final stage of decision-making; and where items are novel, unusual or potentially contentious, proposals should be considered by the Board at an earlier stage.

Collective responsibility

  1. Committee members should be encouraged to express any differing views within the Committee’s internal decision-making process. In the event that a member has a reservation regarding a particular decision, they may ask for their dissent to be formally recorded in the minute. Once a decision has been reached, all members should support it.

Nomination of a Vice-Chair

  1. The Chair may nominate a Vice-Chair to act as deputy in the absence of the Chair at Committee meetings. This nomination will be subject to the approval of the Committee.

Clerk to the Committee

  1. The Clerk to the Committee will advise the Chair on the conduct of Committee business and agenda planning. The Clerk will also advise Committee members on formal matters relating to the Committee.

Register of Interest

  1. All members are required to complete a register of interests on appointment (Board members complete this form on appointment to the Board) and must notify the Clerk when any changes to this need to be made. Members’ registers of interests will be made publicly available on the Scottish Funding Council website.
  2. If any member has, or could be perceived to have, an interest in a matter that is being considered by the Committee, then it is their duty to declare that interest at the start of the meeting or as soon as they become aware of it, whether or not that interest has already been recorded in their register of interests. This declaration will be recorded in the minutes by the Clerk.As set out in the Board Code of Conduct, members will not remain in the meeting nor participate in any way in those parts of meetings where they have declared an interest.
  3. Whilst individual members have a responsibility to consider their position with regard to any registration of interest, prior to the meeting the Clerk will consider the agenda in the context of the register of members’ interests and advise the Chair accordingly.

Attendance at Meetings

  1. Meetings will be attended by members of the Finance Directorate as appropriate.
  2. In addition, other members of staff of the SFC’s staff may attend meetings as required for agenda items for which they are presenting information, to be available to respond to questions on matters arising from papers, to hear the debate where the Committee’s discussion will inform their work, or as part of their on-going professional development. They may not take part in Committee decisions.
  3. As set out in the legislation, a representative of the Scottish Ministers is entitled to participate in any deliberations (but not in decisions) of any committee of the Board [section 16 of Schedule 1]. However, following the 2022 Ryan Review Scottish Government representatives only attend SFC’s Research committee.

External Members

  1. External members may receive copies of papers that contain commercially sensitive and/or confidential information to enable them to contribute to the business of the Committee. This information is strictly confidential and should not be shared with any third party.

Observers

  1. Any member of the Board has the right to attend Committee meetings as an observer by agreement with the Chair of the Committee.
  2. External observers may be invited to attend committee meetings at the discretion of the Chair of the Committee. External observes invited to be in attendance will receive copies of papers that do not contain commercially sensitive and/or confidential information. Observers will be asked to leave the meeting for agenda items which relate to commercially sensitive and/or confidential items.
  3. Observers are encouraged to take part in discussions, but may not take part in decisions.

Timing of Meetings

Scheduled (or ordinary) meetings

  1. The Committee will meet when required to consider specific business cases in accordance with the Remit section above.
  2. The schedule of meetings for each year will be agreed by the Committee in the previous year, following consultation with the Chair by the Clerk and taking into account the dates of Board meetings.

Extra (or special) meetings

  1. The Chair may convene additional meetings as they deem necessary.

Agenda and papers

Agenda items

  1. Any member can, by contacting the Clerk to the Committee, suggest items of business. The agenda and designation of business will be decided by the Chair.
  2. Items for endorsement or for noting will be starred (*) on the agenda and the Chair will ask at the start of the meeting whether members wish to discuss any of the starred items. (Members should notify the Clerk to the Committee of this wish in advance of the meeting.) Unless members specifically ask to discuss these items, the Chair will assume that they have been endorsed or noted.

Distribution of agenda and papers

  1. The agenda of business and accompanying papers will normally be distributed no later than one week before a scheduled meeting of the Committee.

Freedom of Information

  1. In some cases, particular documents maybe subject to disclosure exemptions under the terms of the Freedom of Information (Scotland) Act 2002. Where this applies, the particular exemption(s) will be stated.

Approval of minutes of Committee meetings

  1. Minutes of a Committee meeting will be submitted to the Chair for preliminary approval, and thereafter to the subsequent meeting of the Committee for formal approval.

Reporting to the Board

  1. The minutes of each Committee meeting will be reported to the Board at the next scheduled Board meeting for noting.
  2. At each Board meeting there will be the opportunity for the Chair to raise orally matters that they think the Board needs to be aware of.
  3. A paper reporting the work of the most recent Capital Committee will be a standing item on the next available Finance Committee agenda. The Chair of the Capital Committee will provide a verbal update on the work of the Committee.

Review

  1. The Committee remit and membership will be reviewed annually and proposed changes submitted to the Board for approval. If the Committee has met at least once during the course of a year, it will conduct an annual self-evaluation and report the outcomes to the Board.

[1] Our governance – Scottish Funding Council (sfc.ac.uk)

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