Terms of Reference

1 Purpose

The principal purpose of the Income Due Diligence Group (IDDG) is to consider and advise on whether the sources and purposes of income relating to philanthropic and contractual business, industrial and international government sources are ethically acceptable.

2 Composition

2.1 The Group shall normally consist of sixteen core members, but can be expanded up to a maximum of 20, depending upon IDDG’s work, and any subsequent requirement for additional expertise (as noted in 2.3).

2.2 The Provost, Vice-Principal Philanthropy and Advancement, Vice-Principal and University Secretary, University Lead for Equality, Diversity & Inclusion, Director of Social Responsibility and Sustainability, Director of Finance, Vice-Principal Research and Enterprise, Vice-Principal Corporate Services, Director of Communications and Marketing, University Lead for Climate Responsibility & Sustainability, and Baillie Gifford Chair in the Ethics of Data and Artificial Intelligence shall be ex officio members of the Group.

2.3 Senior academic representatives, one from each of the three Colleges (Arts, Humanities and Social Sciences, Medicine and Veterinary Medicine, and Science and Engineering) shall be non-ex officio members.  An additional one to four representatives can additionally be nominated to sit on the Group by the Provost to ensure that the Group has the requisite expertise to consider IDDG cases.

2.4 EUSA shall appoint, on an annual basis, a representative to be a member of the Group.  This will normally be the Vice President Community of EUSA who will remain a member of the Group for the length of their term of office.

2.5 Court shall appoint a member of the Group on the recommendation of the Nominations Committee.

2.6 The Nominations Committee shall take cognisance of ex officio members of the Group and ensure that the composition of the Group is as set out in 2.2.

2.7 The term of office of the Court member will be no longer than their membership of Court unless otherwise determined by Court and shall normally be for a maximum of three years.

2.8 Membership of IDDG will be considered each year aligned to remit and need, with membership refreshed as required while not going beyond 20 members.

2.9 The Provost shall be appointed ex officio Convener of the Group, and in the absence of the Convener, the Vice-Principal Philanthropy and Advancement will act as Convener.

2.10 All members of IDDG are expected to comply with the University’s Policy on Conflict of Interest.

2.11 Other individuals from within or outwith the University may also be invited to attend meetings from time to time, to provide the Group with specific information on specific items on the agenda where that will aid IDDG’s decision-making.

3 Meetings

3.1 The Group will meet at least four times each academic year.  With the prior approval of the Convener of the Group, urgent matters may be considered through correspondence.

3.2 Meetings will be timetabled on an annual basis and will take account of the schedule for University Executive meetings to ensure appropriate reporting.

3.3 Minutes, agendas and papers will normally be circulated to members of the Group at least five days in advance of the meeting.  Late papers may be circulated up to two days before the meeting.  Only in the case of extreme urgency and with the agreement of the Convener will papers be tabled at meetings of the Group.

3.4 Non-contentious or urgent matters not on the agenda may be considered at a meeting subject to the agreement of the Convener of the meeting and the majority of members present.

3.5 Papers will indicate the originator(s) and purpose of the paper, the matter(s) which the Group is being asked to consider, any action(s) required, and confirm the status of the paper in respect of freedom of information legislation.

3.6 Seven members of the Group shall be a quorum.  This number must include the Provost or the Vice-Principal Philanthropy and Advancement, who will act as Convener to the Group should the Provost be absent for the duration of the meeting.

3.7 A formal minute will be kept of proceedings and submitted for approval at the next meeting of the Group.  The draft minute will be agreed with the Convener of the Group prior to circulation, and in the case of the absence of the Convener at a meeting, the Vice-Principal Philanthropy and Advancement.

3.8 Meetings may be held in person or virtually by the means of videoconference, teleconference or other means. With the prior approval of the Convener of the Group urgent matters may be considered through correspondence and any decision(s) taken formally ratified at the next meeting of the Group.

4 Remit

4.1 To consider and advise on whether the sources and purposes of income relating to philanthropic and contractual business, industrial and international government sources are ethically acceptable.  Although the University of Edinburgh and University of Edinburgh Development Trust, on behalf of the University of Edinburgh, are grateful to receive support from a wide variety of sources, there are occasions when it might not be appropriate to accept certain income.  It is also possible that other matters may need to be referred to the Group, and it will be the responsibility of the Provost and Vice-Principal Philanthropy and Advancement to agree when matters of this nature require to be considered. While the Group will consider individual cases, it will also look at issues within sectors, or pertaining to funding from countries or governments.

4.2 To draft procedures for the due diligence review of income relating to philanthropic and contractual business, industrial and international government sources for approval by the University Executive.  The procedures will be reviewed on an annual basis by the Group, who will subsequently make recommendations to the University Executive if applicable.

4.3 To apply the approved procedures for the due diligence review of income relating to philanthropic and contractual business, industrial and international government sources.  As outlined in the procedures, if the Group is unable to reach agreement or any doubt remains, the matter will be referred to the University Executive.

4.4 To be a sub-group of the University Executive and accountable to it.

4.5 To adhere to the University’s commitment to the Principles for Responsible Investment (PRI).  Although the remit of the Group is specifically related to income, the PRI provides a framework for an organisation to take environmental, social and corporate governance (ESG) considerations into its investment strategies.  These principles shall be addressed in relation to prospective donations, fundraising and other funded activities the Group considers and advises on.

5 Other

5.1 The Group will undertake an annual review of its own performance, effectiveness and membership, and thereon report to the University Executive.

5.2 In order to fulfil its remit the Group may obtain external professional advice as necessary, including seeking legal advice.

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

5.4 The IDDG terms of reference, membership and procedures will be published on the University’s website.  Once approved by the University Executive, the IDDG annual report will also be published on the website.