Terms of Reference

The approved terms of reference of the Income Due Diligence Group (August 2025)

1 Purpose

The purpose of the Income Due Diligence Group (IDDG) is to support the University Executive on the landscape of ethical and reputational considerations around acceptance of particular types of income, and to provide updates on its activities in accepting or refusing such income. 

2 Remit

2.1    The University of Edinburgh and University of Edinburgh Development Trust, on behalf of the University, are grateful for support from diverse sources. However, certain income may be inappropriate to accept. 

2.2    The IDDG is part of the University’s due diligence oversight and risk management and mitigation processes. It will consider and advise on the landscape of ethical considerations around acceptance of income sources and purposes relating to philanthropic and contractual business, industrial and international government funding, including whether these are consistent with the University’s values and mission. 

2.3    The Convenor and Deputy Convenor will determine whether other matters should be referred to the IDDG. While the IDDG will primarily consider individual cases, it may also address issues related to specific sectors, countries or governments.

2.4    The IDDG will draft procedures for income due diligence review. The IDDG will review these procedures annually and recommend changes to the University Executive as needed. 

2.5    Ethical and reputational due diligence is not required in order to accept direct income from UK and EU public bodies (including the UK and Scottish Governments and their agencies) and recognised UK research charities.

2.6    The IDDG will apply the approved procedures for income due diligence review. As outlined in the procedures, if the IDDG cannot reach agreement or any doubt remains, the relevant matter will be referred to the University Executive.

2.7    The IDDG will promote awareness of its existence and the University’s income due diligence procedures across the University. 

2.8    The IDDG is a sub-group of and accountable to the University Executive.

2.9    While the IDDG’s remit specifically concerns income, not investments, nor the income arising from investments, it will be cognisant of the University’s commitment to the Principles for Responsible Investment (PRI), and the incorporation of environmental, social and corporate governance (ESG) considerations into its decision-making. 

3 Composition

3.1 The IDDG will normally consist of seventeen core members, but may be expanded up to a maximum of twenty, depending on its workload, and the need for additional expertise. 

3.2 The following are ex officio members: 

  • the Provost
  • the Vice-Principal Philanthropy and Advancement
  • the Vice-Principal and University Secretary
  • the Vice-Principal Corporate Services
  • the Vice-Principal Research and Enterprise
  • the Chief Financial Officer
  • the Director of Communications and Marketing
  • the General Counsel and Director of Legal Services
  • the Director of Social Responsibility and Sustainability
  • the University Lead for Equality, Diversity & Inclusion 

3.3 Six senior academic representatives (two from each of the three Colleges) shall be non-ex officio members. The Provost may nominate one or two additional representatives to ensure the IDDG has the necessary expertise to consider cases.

3.4 The Edinburgh University Students Association (EUSA) will nominate a representative (normally the Vice-President Community) to be a member of the IDDG for their term of office.   

3.5 Court will appoint a member to the IDDG on the recommendation of the Governance and Nominations Committee.

3.6 The Governance and Nominations Committee will ensure the IDDG’s composition aligns with these terms of reference.

3.7 The Court-appointed member’s term on the IDDG will be no longer than their membership of Court and will normally be a maximum of three years.

3.8 The IDDG membership will be reviewed annually, aligned with remit and need, and refreshed as required.

3.9 The Provost will be the ex officio Convener, and the Vice-Principal Philanthropy and Advancement will be the Deputy Convener. In the Convenor’s absence, the Deputy Convenor will act as Convenor.

3.10 All IDDG members must comply with the University’s Policy on Conflict of Interest, and declare any conflicts of interest before each case is considered.

3.11 The Convenor may invite others within or outwith the University to attend meetings as needed.  

4 Meetings

4.1 The IDDG will meet at least four times each academic year. With the Convenor’s prior approval, urgent matters may be considered via correspondence, with any decisions formally ratified at the next meeting.

4.2 Meetings will be scheduled annually, taking into account University Executive meeting schedules to ensure appropriate reporting.

4.3 Agendas, papers and minutes will normally be circulated to members at least five working days before each meeting.  The Convenor may approve the distribution/tabling of late papers.

4.4 The Convenor and a majority of members present may agree to consider non-contentious or urgent matters not on the agenda.

4.5 Papers will indicate the author(s) and purpose, the matter(s) for IDDG consideration, any required actions, and their status under freedom of information legislation.

4.6 Seven members, including the Convenor or Deputy Convenor, constitute a quorum.  

4.7 Meetings may be held in person or virtually. 

4.8 Formal minutes will be kept and submitted for approval at the next meeting.  The Convenor (or, in their absence, the Deputy Convenor) will agree the draft minutes before circulation. 

5 Other

5.1 The IDDG will conduct an annual review of its performance, effectiveness and membership, and report to the University Executive.

5.2 The IDDG may obtain external professional advice, including legal advice, as needed.

5.3 The IDDG delegates authority to the IDDG Triage Group, which assists and reports to the IDDG. 

5.4 The IDDG Triage Group reviews emerging cases from professional service leads and Heads of Schools relating to income sources and purposes across philanthropic and contractual agreements, including with industrial and international government sources, and assesses whether a case is clear-cut for acceptance, based on the IDDG’s criteria and previous case history, or whether it requires escalation to the IDDG.

5.4 The IDDG will approve the terms of reference of the IDDG Triage Group.

5.5 An annual IDDG report will be prepared and presented to the University Executive, and submitted to the University’s Audit & Risk Committee and Risk Management Committee for information.

5.6 These terms of reference, the membership and the procedures of the IDDG will be reviewed at least every three years, and will be published on the University’s website.  The approved annual IDDG report will also be published online. 

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