The below letter was addressed to Dinah Caine, Chair of Goldsmiths Council, on December 10 2021
Questions for Chair of Council
Dear Dinah Caine,
We write as concerned members of staff to raise important and troubling governance issues that have come to our attention. These relate to issues of conflict of interest, transparency and accountability in governance on Goldsmiths Council.
The Goldsmiths Conflict of Interest Policy states that an interest is a ‘connection which may interfere with an individual’s ability to discharge their duties with propriety’. Based on the CUC HE Code of Governance, it states that holders of public office should not act or take decisions in order to gain financial or other material benefit for themselves, family or their friends. The policy examples in article 6 state that conflicts of interest may occur when outside financial interests compromise, or have the appearance of compromising the professional judgement of an individual, or where a person’s private interest such as outside relationships or personal financial assets interfere or may be perceived to interfere with their performance of their duties.
Specifically, we would like like to raise five queries:
First: It is publicly stated that Lynn Pearcy, Deputy Chair of Council and Chair of the FRC Committee at Goldsmiths worked at KPMG for 34 years, and spent 19 of those years as a partner in the firm. Lynn Pearcy retired from KPMG in 2015 and joined Goldsmiths Council in 2017. Her relationship to KPMG is listed in her Council bio, but does not appear in the College Register of Interests.
Lynn Pearcy’s time at KPMG predates her appointment to Goldsmiths by just two years, and so it is reasonable to assume that after a 34 year career, she maintains ongoing personal relationships and connections to the company and to former colleagues. Research shows that this is a well-documented pattern: ‘The effects of organizational fairness and commitment on the extent of benefits big four alumni provide their former firm’ (Herda and Lavelle, 2011). We would therefore like to know the following:
1. What was the tender process for the KPMG Independent Business Review (IBR) in Spring/ Summer 2020? Who was involved in this tender process? Why did KPMG win that tender and what criteria were used to make this decision? We would like to see documentation of this process.
2. Who was involved in the decision to commission the PSB (Professional Services Blueprint) and the APR (Academic Portfolio Review)? It is our understanding that unlike the initial IBR, this work was not requested by the banks but was additionally requested by Goldsmiths. Were these additional reviews also put out to tender? If not, why not? Why could this work not have been carried out in house? We would like to see documentation of this process.
3. Given Lynn Pearcy’s relationship to KPMG, did she, as per Article 5.2 of the code, declare her interest and abstain from any discussion of the matter or vote? We would like to see documentation showing the action Council took to mitigate conflict of interest when selecting KPMG for the IBR, the PSB and the APR. Mitigations should be recorded.
4. How much has KPMG been paid by Goldsmiths in total? How much were they paid by the hour and how many hours did they work? We would like to see documentation in the form of invoices.
Please note that GUCU representatives have asked question 4 previously and been told that the information is irrelevant in the context of collective bargaining. We would like to request this information however as a matter of transparency, good practice and public interest. When the Warden announced “Evolving Goldsmiths”, she announced that it would operate with “radical transparency”. We share this aspiration for greater accountability.
When a large number of student-facing staff members are facing redundancy it is in the public interest and in our community’s interest to know how Goldsmiths’ limited funds are being spent, and why KPMG were awarded these contracts. We would like to know the nature of the work that KPMG did to earn their substantial fee that could not have been done by College staff, particularly in relation to the PSB and APR.
Second: We would also like to raise a conflict of interest query regarding Council Member Aaron Porter.
Porter joined the Council in September 2018 and in 2019-20 IDP Connect was paid £37,000 and £44,000 in 2020-21. Porter’s position as Associate Director and Policy Consultant for IDP Connect is listed in the College Register of Interests and the payments are recorded in the Related-Party Transactions of the relevant Annual Financial Statements. They are listed however, without comment or explanation. Again, we would like to know:
1. Who commissioned work from IDP Connect?
2. What was the nature of that work? We would like to see itemised invoices.
3. Given Aaron Porter’s relationship to IDP Connect, did he, as per Article 5.2 of the code, declare his interest and abstain from any discussion of this contract? We would like to see documentation showing the action Council took to mitigate conflict of interest.
4. We also note that Aaron Porter is listed in the Register of Interests as Chair and paid non-executive Director of BPP University (turnover £94 million, 2019). BPP has recently announced a partnership with KPMG to launch a BSc in ‘Digital and Technology Solutions’.
Third: We note that in 2019-20 Advance HE received £4,000 of College funds, which increased to £31,000 in 2020-21. Aaron Porter is listed as Associate Director and Governance Consultant at Advance HE in the College Register of Interests, and Goldsmiths Warden, Frances Corner, was appointed to board of Advance HE 17th Nov 2021. This appointment is not yet on the Register of Interests, and it is unclear if either are paid for these positions.
We are aware that Advance HE (formerly the Higher Education Academy) is a professional membership scheme, consisting largely of current and former vice-chancellors that aim to ‘help higher education be the best it can be’. We are however, unclear what this means, what the money paid covers, and what actual benefit this association provides Goldsmiths. We would like to know why this money is being spent and what work the Warden will do for Advance HE on top of her role running Goldsmiths at a time of crisis.
Fourth: We believe there are two significant gaps in the current Conflict of Interest policy. First, there is no indication of what action will be taken when there are violations of the policy. And second, there appears to be no segregation of duties between “Governance” and the body that should hold Governance accountable. We would like to understand why these gaps exist and how Council intends to address them.
Fifth: There is no published up-to-date organigram of the College governance structures overseeing and implementing the Recovery Plan (the Recovery Board, Recovery Implementation Steering Group and sub-groups). It is unclear whether these groups are delegated from Council, what their precise mandate is and if their meetings are minuted and published. Given that several members of Council sit on these groups and sub-groups, it is unclear whether there is sufficient separation of powers between Council oversight and operational tasks of SMT.
In addition to the seven principles of public life that Council adhere to, the roles and duties of Council as published on our website, specify that Council should be ‘exercising general oversight over the College’s performance and development.’ We believe that the inclusion of Council members on several recovery sub-groups and indeed the chairing of some groups by Council members (eg. Lynn Pearcy chairing the RISG) contravenes this task. It should also be in the interest of Council and SMT to locate and delineate accountability for key decisions.
We regret that it falls to concerned members of staff to hold SMT and Council to account and that there doesn’t appear to be a fair or adequate process for monitoring compliance with our codes.
We expect a response to every individual point no later than 17th December 2021. Please respond either to each signatory of the letter, or via Goldmine to the community of Goldsmiths.
We look forward to your response.
Concerned Members of Goldsmiths Staff & Students
The letter was signed by 281 members of staff