REPORT FROM EXECUTIVE BOARD TO COUNCIL 26 MARCH Policies for Declaration of Interest and Consultancy

Transcription

1 REPORT FROM EXECUTIVE BOARD TO COUNCIL 26 MARCH 2012 Policies for Declaration of Interest and Consultancy Council is asked to approve the revised policies attached as Appendices 1-6 The updated policy documents have been subject to consultation with Senate and Academic Units and considered by Executive Board and take into account issues identified by Audit Committee. Whilst the policies are broadly consistent with the principles previously established and approved by Council in 2003 a number of changes have been made which are set out below. The policies are significantly more concise than the 2003 policies, and are now written in plain English. This paper is divided into two sections:- Section 1 The University s policy regarding declarations of interests and conflicts of interest policy, and the procedure for the acceptance of external appointments held by University staff Appendix 1 The substantive changes are: Removal of the requirement for all members of staff at Grade G and above to complete annual declarations the policy is now a more risk based approach without diluting the requirement for any member of staff to declare a relevant interest at the earliest possible moment Changes to rules for subsidiary companies, reflecting our increasing overseas activity New rules on internal conflicts of interest (e.g. clearer statements where conflicts arise from family ties or with regard to time only conflicts) Clearer statements with regard to potential conflicts arising from academic membership of, or close involvement with research funding agencies. Consent for involvement with third parties has been delegated from the Vice-Chancellor to the relevant Pro Vice-Chancellor or Designated Senior Officer dependent on the nature of the request. Following consultations with Audit Committee, Senate and Heads of Unit Forum it was felt that the distinction in between directorships and non directorships needed to be clearer, and that it would be more helpful to distinguish between for profit" and "not for profit". The definition of a Designated Senior Officer also needed a minor change in section 1(d) to clarify the role of Heads of Service Units. Section 2 Policies on consultancy and external professional work. Policy on Remuneration for academic professional services Appendix 2 Following consultations with Audit Committee, Senate and Heads of Unit Forum the following changes have been made: Page 1 of 18

2 Page 10 section 2 (h): Amended the definition of academic professional services to include External Reviewing and Audit Assessment. Page 10, section 8: A statement added in line with that included for Personal Consultancy on responsibility for the declaration of income to HM Revenue and Customs. Policies on Personal Consultancy, University Consultancy, Additional Clinical Practice and Policy on University staff involvement with spin-out companies. The substantive changes are: The removal of the 10 day rule for personal consultancy as this was seen to be inconsistent with the other policies and implementation of work load models. Reference has been included to the commissioning of creative works of art. Clearer guidance on payment of personal fees. Policy on Personal Consultancy Appendix 3 Policy on University Consultancy Appendix 4 Policy on Additional Clinical Practice Appendix 5 Policy on University staff involvement in spin-out companies Appendix 6 DR JOHN HOGAN Registrar for Executive Board 5 March 2012 Page 2 of 18

3 Section 1 Declarations of Interest and Conflicts of Interest Introduction The current University Policy on this topic was approved by Council in July This has been reviewed and updated with a view to simplification, and also to reflect changes in the University s Financial Regulations. The University Policy provides for a three-fold approach to: Always disclose any conflicts of interest. Manage the conflict to the benefit of the University. Prohibit the activity when necessary to protect the public interest or the interest of the University. University employees have a responsibility to respect and promote the financial and other interests of the University, with due regard to academic freedom. The definition of a conflict of interest is A conflict between the private interests (including those interests of relatives, friends and close associates) and the institutional responsibilities of a University employee. The term conflicts of interest as used in this document includes conflicts of duty, commitment, rights, obligations, time, interests and similar conflicts, whether as an individual or as a representative of the University and whether outside or inside the University. By way of examples conflicts of interest can include: a) Where a member of staff has interests in a spin-out company related to their University activities; b) A financial interest held by an individual in an external enterprise engaged in activities closely related to that individual s line of research in the University; c) A personal involvement in any company which has a contractual relationship to the University, or is in the process of negotiating a contract with the University; d) Over-dependence on a particular company for research funding which may result in that company either formally or informally influencing the direction of the research or dissemination of results; e) Payment of fees to members of staff from University accounts arising from contracts with sponsors of research or other clients; f) Involvement or financial interest in research or an enterprise which will benefit a close friend, relative or partner. These categories are intended to be illustrative and are not exhaustive. Page 3 of 18

4 To assist members of staff the following activities are not, normally allowable: 1. The University employee acting as sole academic supervisor for an industry-funded student where the employee concerned has a financial interest in the sponsoring company. 2. The University employee taking any financial stake, or holding a formal position in a student-run, owned or controlled company while the student is enrolled at the University and the University employee is in a position to judge the quality of that student s work or to evaluate the student in any way. 3. The University employee taking any part in the negotiation of a contract between the University and a company, where the employee has a financial interest, consultancy or decision making position in the company. 4. The University employee publishing or formally presenting research results or providing expert commentary on a subject, without disclosing any financial interest in a company that may benefit from the results being reported or opinions expressed. Where a financial interest consists of shares, it will be treated as excluded from the definition of financial interests where the following conditions are met: The shares are held in a company that is listed on a recognised stock exchange; or For unlisted companies there is no relationship or connection, explicit or implicit, between the acquisition of the shares and any research or other activity to be conducted for that company which could be considered to be in the normal business interests of the University. Page 4 of 18

5 Appendix 1 THE UNIVERSITY S POLICY REGARDING DECLARATIONS OF INTERESTS AND CONFLICTS OF INTEREST POLICY, AND THE PROCEDURE FOR THE ACCEPTANCE OF EXTERNAL APPOINTMENTS HELD BY UNIVERSITY STAFF 1) This policy forms part of the University s Financial Regulations and accordingly, it is a condition of employment that University employees comply with its requirements a) If an employee is uncertain as to how this Conflicts of Interest Policy may affect their activities, he/she should contact the Director of Research and Enterprise Services for advice. b) This policy applies to all employees. c) Throughout this Policy, references to an employee s interests shall be understood as including, where the context requires, those individuals with whom the employee has close personal or business relationships. d) References to Designated Senior Officer means in respect of: Academic and school staff - the Head of the relevant Academic Unit. Staff in the professional support services the Registrar or Head of relevant Unit. Heads of Academic Units - the relevant Faculty PVC. PVCs, the DVC, The Registrar - the Vice-Chancellor. The Vice-Chancellor - the Chair of Council. e) Employees are expected to act with integrity at all times and not to take inappropriate advantage of their position. 2) The primary obligation rests with the employee a) The primary obligation rests with the employee to recognise situations in which he or she has a potential conflict of interest and to disclose, and then discuss that potential conflict with their Designated Senior Officer. b) All staff should also declare any interests that they believe may give rise to a potential conflict as part of their annual Performance and Development Review (PDR). c) The single most important principle of the Policy is that an employee must always disclose an activity where it may present a potential conflict of interest, or conflict of commitment, or may be relevant to a University decision (for example, during a committee meeting). Such disclosure should be at the earliest possible time. Page 5 of 18

6 d) Where there is any additional personal remuneration (actual or anticipated) or benefit to an employee other than University salary from any activity or project this will always be considered to give rise to a conflict of interest. In such cases the employee will not be entitled to determine the acceptance or otherwise of the arrangements for such project or activity. The decision in such cases shall rest with the relevant line manager in line with the relevant University Policy. e) Before any contractual arrangement is agreed, the project lead is required to disclose any potential conflict of interest to their Designated Senior Officer. 3) Completion of a Register of Interests by members of staff a) The following employees are required to complete an on-line Register of Interests form ( be inserted ) on taking up appointment, and should complete a new form at least annually, or sooner should circumstances change: Members of Council, Senate and their formal committees including Executive Board. All Heads of Academic and Service Units. All staff who hold directorships, trusteeships or senior management positions with third parties. Any member of staff when instructed to do so by their Head of Unit. b) All Heads of Unit are required to consider who within their teams will be required to complete the register of interest on an annual basis as part of the PDR process. Employees should be notified of any requirement as part of their PDR. c) The primary mechanism which will be used to manage a potential conflict is for the Head of Unit to identify an alternative member of academic staff or senior administrative staff (Grade G and above), reporting to the Head of Unit, with no financial interest or other conflict, to oversee the arrangements with the contracting party. a) In certain circumstances where the commitment in time is substantial it may be necessary for the University to be financially compensated. Such agreements shall be approved under the University s Delegation of Authority. Financial compensation is usually determined to be the full commercial rate for the member of staff involved. 4) Procedure for acceptance of external appointments (including directorships) other than consultancy a) Founding academic staff are permitted to hold directorships in spin-out companies and consent to hold such directorships shall reside with the PVC Research and Innovation on behalf of Executive Board. b) An employee must discuss any external appointment or directorship with their Designated Senior Officer and agree in writing the basis (including number of working days involved and scheduling) for the acceptance or otherwise of such appointment prior to the commencement of such commitment; and also when circumstances change. Page 6 of 18

7 (i) (ii) (iii) Where the appointment is by a for profit organisation, the Designated Senior Officer should consult with the Director of Research and Enterprise Services prior to approval. Where the external appointment is with a body with which the University has a financial relationship (e.g. a research grant-giving body) then the Pro-Vice Chancellor for the relevant Faculty should be involved as well as the Designated Senior Officer; the advice of the Director of Research and Enterprise Services must be sought. Where consent is given this will be subject to ensuring additional arrangements have been agreed with the Pro-Vice Chancellor for the oversight of any project activity supported by the external body involving the member of staff (e.g. as a Principal Investigator on a research grant). Where the external appointment relates to organisations which are wholly unconnected with University activity the grounds for declining shall be restricted to the impact on the member of staff s University workload. c) The University actively encourages its staff to support voluntary and community activities as part its commitment to civil society, subject to compliance with this policy. d) The scheduling of commitments to external bodies should be such that they do not result in significant rescheduling of lectures, tutorials or other University supervisory or management duties. e) All business transacted with that organisation on behalf of the University must be overseen by someone other than the conflicted member of staff. f) In certain circumstances where the commitment in time is substantial it may be necessary for the University to be financially compensated, or for the employee to agree to reduce the hours worked for the University pro rata. Such agreements shall be approved under the University s Delegation of Authority. Financial compensation to the University is usually determined to be the full commercial rate for the member of staff involved. 5) Procedures at University meetings or during University decision-making processes a) Members of staff are required to declare any relevant interest at University meetings or when taking part in any University decision-making processes. The Chair of the meeting (or if the Chair makes such a declaration the other members of the meeting), or the owner of the University decision-making process, shall then determine whether the individual should continue to be involved in the meeting or University decision-making process. It is expected that, in most cases, having made the declaration that the member of staff will continue to be involved in the meeting or process. Care must also be exercised in line-management decisions, for example, where an individual occupies different roles (e.g. as Chair of a Committee and as member of an Academic Unit) within the University. 6) Right of appeal a) In certain circumstances the conflict of interest or commitment may not be acceptable in the judgement of the Designated Senior Officer. In which cases the Designated Senior Officer shall communicate their decision and concern to the relevant member of staff. If the member of staff wishes to appeal against such Page 7 of 18

8 decision then they should raise the matter through the University s Grievance Procedure. DOUGLAS ROBERTSON Director of Research & Enterprise Services Approved by Council xxxxxxxxxxx Page 8 of 18

9 Section 2 Policies on consultancy and other professional external work The University s policies on consultancy and other external professional work have not been reviewed for some time. The existing policies are seen as very complex documents and it is clear from recent reviews of fee payments and internal audits that there is significant inconsistency in approach across the University. Douglas Robertson has led a project to update the policies and these have been reviewed and amended by the Enterprise Special Interest Group, which includes the three Faculty Deans of Business Development (or equivalent). There are five policies relating to consultancy and other professional work: The policy for academic professional services (eg reviewing and publishing books). The policy on Personal Consultancy not involving University resources. The policy on University Consultancy involving University resources. The policy on Additional Clinical Practice. The Policy on staff involvement with University spin-out companies. The updated policy documents are broadly consistent with the principles previously established and approved by Council. The policies have been subject to consultation with Heads of Academic Units and Services. The key changes to the existing policies are: A move to plain English, strongly welcomed by the Deans of Business Development. The removal of the '10 day rule' for personal consultancy as this was seen to be inconsistent with the other policies and implementation of work load models. Reference has been included to the commissioning of creative works of art. Clearer guidance on payments of personal fees. The issue which perhaps needs most consideration is the basis on which fees are paid to members of staff involved in consultancy. Practice varies widely across the University, ranging from no payment to more than 85% of gross income. Although there is a reasonable case that Heads of Academic and Service Units should be able to set the proportion based on local circumstances, the Enterprise SIG feels there is a need for greater consistency and for some basic ground rules including: The preference is that surplus revenues are kept within the University by depositing them in a Personal Research Account or departmental account. Any revenue share should be based on net rather than gross surplus (ie after all direct have been distributed). Any revenue share should recognise the agreed workload model for the individual. Where revenues are distributed all National Insurance Payments (employers and employees) will be deducted from any payments made and the proportion available as personal fee payment to the individuals should not normally exceed 50%. RICHARD DALE Executive Director of Finance For Enterprise Special Interest Group 30 January 2012 Page 9 of 18

10 Appendix 2 POLICY ON REMUNERATION FOR ACADEMIC PROFESSIONAL SERVICES 1) This policy forms part of The University s Financial Regulations. It is a condition of employment that University employees comply with the Financial Regulations. Failure to do so may result in disciplinary action. 2) The following activities are included in the definition of academic professional services: a) Royalties from the publication of books; b) Proceeds from articles published in learned journals; c) Refereeing of articles in learned journals; d) Reviewing book proposals or manuscripts for publishers and advising on publication; e) Peer reviewing research proposals for research sponsors; f) External examining; and g) External ad hoc lectures and conference presentations. h) External Reviewing and Audit Assessment 3) Major editing contracts and related academic services are not considered as Academic Professional Services and are dealt with under the University Consultancy Policy. 4) Staff may retain all revenues from Academic Professional Services personally through direct arrangements with the third party. 5) Where staff wish such payments to be made through the University they will be treated in line with consultancy income. 6) Staff are required to keep their Head of Academic Unit informed where the volume of academic professional services activity undertaken overall impacts on their agreed workload model. Activities must be timetabled effectively with their Head of Academic Unit so as not to prejudice teaching and research. 7) Works of creative practice in the arts (eg sculpture, paintings, music) which are separately commissioned by third parties are a form of Academic Professional Service but the arrangements for these will be dealt with on a case by case basis and should be discussed and agreed separately with the Head of Academic Unit in consultation with the relevant Faculty Dean and the Director of Research and Enterprise Services. Where consent is given the remuneration for the activity is entirely a personal matter for the member of staff. 8) The Member of Staff is entirely responsible for the declaration of any income to HM Revenue and Customs (HMRC) using a personal annual return and taxable income declaration. Staff are hereby notified that if required by the HMRC the University will provide details of Personal Consultancy activity where required to do so. Page 10 of 18

11 9) For the avoidance of doubt consent to undertake Personal Consultancy is at the discretion of the University. Any decisions made by the University will be final. DOUGLAS ROBERTSON Director of Research & Enterprise Services Approved by Council xxxxxx Page 11 of 18

12 POLICY ON PERSONAL CONSULTANCY Appendix 3 1) This policy forms part of The University s Financial Regulations. It is a condition of employment that University employees comply with the Financial Regulations. Failure to do so may result in disciplinary action. 2) Personal Consultancy is the provision of expert advice and services for a fee to external clients by University employees in areas of activity related to their University appointment and academic expertise but undertake privately. 3) Personal Consultancy may only be undertaken outside normal and contracted working hours and as such, must be undertaken off University premises during staff evenings, weekends and annual leave periods. 4) A member of staff seeking consent to undertake a Personal Consultancy must provide full information to his/her Head of Academic or Service Unit in advance of agreeing to the activity. As a minimum the information should include: a) The amount of time to be committed to the activity (including relevant dates); b) The total time already committed to all Personal Consultancy and other external appointments in the academic year; c) An accurate description of the nature of the activity; d) The name of client; e) Confirmation that the activity does not conflict with the undertaking of any University duties; f) Confirmation and provision of evidence, that the member of staff has Professional Indemnity insurance in place for the activity. In the absence of professional indemnity insurance the activity should be undertaken through the Policy on University Consultancy; g) Declaration on intellectual property stating that University background intellectual property will not be used on the delivery of the project. The only intellectual property which could pass to the client as a result of personal consultancy would be copyright. 5) In order to be considered as Personal Consultancy the activity must not use University resources and facilities. Personal Consultancy must not lead to the transfer of any intellectual property rights other than copyright in a report produced for the client. All activities relating to the creation of new intellectual property, beyond copyright in a report, should be handled as a University contract. The University preference is that consultancy work is undertaken through the University. University contracts for consultancy are handled through the respective Faculty Enterprise Teams of Research and Enterprise Services. 6) This policy applies to all academic, research and non-academic staff who have specialist and marketable expertise that enables them to act as consultants. To be able to act in an independent professional capacity such staff must ensure that they have adequate professional indemnity and public/product liability insurances in place. Copies of such insurances may be requested as proof by the University prior to the start of a Personal Consultancy. Page 12 of 18

13 7) The policy does not apply to staff who are recruited specifically to work in a part of the University delivering consultancy as a University commercial service or staff with an employment contract which specifies the requirement to conduct such work as a normal part of their duties. All such activities will be carried out under University contracts. A standard form is provided on the web for this purpose [ be inserted]. 8) When corresponding with clients on Personal Consultancy, staff must not use University business cards, logo, notepaper, letter headed paper, address, using university user or domain name, or in any way imply that the consultancy is official University business. 9) The following disclaimer must be included by the member of staff in all contracts with clients. 'With reference to my work on the project for you I am required by my employer, Newcastle University, to advise you that I shall be acting in an entirely personal capacity and not for or on behalf of the University; and the University exercises no control or supervision over the actual performance or quality of the work. Consequently the University cannot accept responsibility for the work I do or for the advice which I give in connection with the assignment and accepts no liability for any acts or defaults on my part, whether negligent or otherwise. In the event of any conflict between the provisions of this letter and the terms of any other contract between your company and myself, this letter will take precedence. Please acknowledge receipt of this letter, by signing and returning a copy of the same. I am unable to carry out any work on the above project until I receive a copy of this letter duly signed from you. A copy of the signed contract/proposal containing this paragraph must be sent to the Head of the respective Faculty Enterprise Team to be filed with staff records. 10) The timescale for a decision on a Personal Consultancy request will normally be within 10 full working days from submission of all the relevant information to the Head of Academic or Service Unit. 11) For the avoidance of doubt the Head of Unit may withhold consent at his/her discretion. In particular consent may be withheld where one or more of the following is the case: a) The individual has not complied with this policy; or b) There is any conflict of interest, time or commitment to University duties ; or c) The work is directly competitive with other consultancy work undertaken by the University; or d) The proposed work is more appropriately undertaken as University Consultancy, University Research, University Commercial Service or University Teaching; in particular if there are potential REF outcomes for the university from the proposed work which could then be delivered as a university commercial/contract research contract; or e) The proposed work may damage the University s reputation. Where consent is given the remuneration for the activity is entirely a personal matter for the member of staff. Page 13 of 18

14 12) The Member of Staff is entirely responsible for the declaration of any income to HM Revenue and Customs (HMRC) using a personal annual return and taxable income declaration. Staff are hereby notified that if required by the HMRC the University will provide details of Personal Consultancy activity where required to do so. 13) For the avoidance of doubt consent to undertake Personal Consultancy is at the discretion of the University. Any decisions made by the University will be final. DOUGLAS ROBERTSON Director of Research & Enterprise Services Approved by Council xxxxxx Page 14 of 18

15 POLICY ON UNIVERSITY CONSULTANCY Appendix 4 1) This policy forms part of the University s Financial Regulations. It is a condition of employment that University employees comply with the Financial Regulations. Failure to do so may result in disciplinary action. 2) University Consultancy is the preferred route for all consultancy activity. All consultancy contracts should be negotiated and dealt with through the Faculty Enterprise Teams of Research and Enterprise Services. 3) Included in the definition of University Consultancy is the provision of any services for third parties which are not credit bearing teaching or research which involve at least one of the following: a) Use the University s, Faculty, School or other University Unit s name and/or logo; b) Use any University facilities or staff (including the time of the member of staff undertaking the consultancy); c) Undertaken from University premises (including correspondence or contact through the University eg , telephone); d) Any consultancy which the Member of Staff wishes to undertake as a University Consultancy in order to be covered under the University s insurance policies. Expert witness work is covered under this policy. All University Consultancy must be undertaken as a University approved Consultancy Contract. All University Consultancies require the consent of the Head of the Academic or Service Unit. Authorisation will follow the University s Delegation of Authority. ( ). 4) If a Head of Academic Unit or Service Unit has any doubt about any of the above risks he/she should discuss the proposed work with staff in their respective Faculty Enterprise Team. 5) For the avoidance of doubt the Head of Unit may withhold consent at his/her discretion. 6) The revenues arising from University Consultancy should be dealt with in line with the then current financial regulations of the University and relevant Faculty. University Consultancy should normally be priced to generate a surplus. The pricing of University Consultancy should be agreed with the Faculty Enterprise Teams of Research and Enterprise Services. Margins of at least 25% over full economic costing would be expected, although 40% would be more normal. There is no upper limit and the basic guidance is what the market will bear. All prices should be given excluding VAT. 7) The preference is that surplus revenues agreed for the member of staff are kept within the University by depositing them in a Personal Research Account or departmental account. 8) Any revenue share to staff should be based on net rather than gross surplus (ie after all direct costs have been distributed) and must never exceed net income. Page 15 of 18

16 9) Any revenue share with the individual should recognise the agreed workload model for the individual. 10) Where revenues are distributed, employer s and employee s National Insurance Payments and income tax will be deducted from any payments made to an individual. 11) The Head of Academic or Service Unit may occasionally determine that an employee receives a fee payment additional to salary. Only in exceptional circumstances should the proportion available as personal fee payment to the individuals exceed 50% of the net amount and should be with the agreement of the relevant Faculty Pro-Vice-Chancellor. 12) All University resources must be fully costed including full recovery of indirect costs and all staff time under full economic cost procedures. 13) In agreeing a personal fee the Head of Academic Unit or Service should take into account the following issues: Whether or not the activity was within, or additional to, the workload agreed for that member of staff. The extent of personal inconvenience and personal time dedicated to the activity. The size of the surplus. The nature of the activity and the extent of contributions by the member of staff to the Unit's research, teaching and administrative activities. Payment of fees to a member of staff should normally only be made on completion of the consultancy to the satisfaction of the client and receipt of all funds. Where consultancy activity for any member of staff becomes considerable and sustained, consideration should be given to embedding the activity into the workload model. 14) Guidance on pricing University Consultancy can be obtained from Research and Enterprise Services. DOUGLAS ROBERTSON Director of Research & Enterprise Services Approved by Council xxxxxxx Page 16 of 18

17 POLICY ON ADDITIONAL CLINICAL PRACTICE Appendix 5 1) This policy forms part of The University s Financial Regulations. It is a condition of employment that University employees comply with the Financial Regulations. Failure to do so is likely to (or) will result in disciplinary action. 2) Additional clinical practice is defined as non-nhs clinical work which generates a payment to the clinician. 3) Clinical academic staff employed by Newcastle University are permitted to undertake additional clinical practice providing all of the following is the case. a) The employee has, and maintains Medical Defence Union cover which includes indemnity in respect of the activity; b) Such activities are undertaken in appropriately licensed and equipped premises where the equipment and facilities are in good working order; c) When corresponding with clients on additional clinical practice, employees must not use University business cards, logo, notepaper, letter headed paper, address, using university user or domain name, or in any way imply that the activity is official University business ; d) The client acknowledges that the activity is additional clinical practice; e) That the activity is documented and agreed under the Job Plan Review and Follett papers; where the activity is other than occasional it must be incorporated into the Schedule of Programme Work which may result in an amendment to Programmed Activities (PAs); f) That in advance of the work the Dean of Clinical Medicine has been notified through the Manager of the Clinical Deanery with a note of the organisation and premises where the activity will be undertaken and its frequency; g) Such work is scheduled appropriately and does not conflict with University or agreed NHS duties. DOUGLAS ROBERTSON Director of Research & Enterprise Services Approved by Council xxxxxxxxx Page 17 of 18

18 Appendix 6 POLICY ON UNIVERSITY STAFF INVOLVEMENT IN SPIN-OUT COMPANIES 1) This policy forms part of The University s Financial Regulations. It is a condition of employment that University employees comply with the Financial Regulations. Failure to do so may result in disciplinary action. 2) Spin-out companies are defined as those having been created as a result of the exploitation of intellectual property developed in and owned by the University which is either licensed or assigned upon creation of the company. The University and the academic may hold equity in the company. 3) University staff are permitted to work for/in the spin out company whilst still a full/part- time employee of the University provided that: a) Time spent working in the company is pre-agreed with the Head of Academic Unit and Research and Enterprise Services so that it does not conflict with Research, Teaching or other University commitments; b) The company will reimburse the Academic Unit and the University for all University hours when the academic staff member is not available to the University (after any agreed period of time spent in the company which may be agreed as part of the University equity holding as approved by Equity Casework Committee); c) The rate to be charged to the spin-out company should normally be Full Economic Cost plus a margin to reflect the academics input into the company particularly with regard to the development of foreground IP. DOUGLAS ROBERTSON Director of Research & Enterprise Services Approved by Council xxxxxxx Page 18 of 18