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Report from the Supervisory Authority

Explanation from the board of Stichting Katholieke Universiteit regarding its supervision of the Executive Board of Radboud University for the year 2020.

SKU Board and Committees

The board of Stichting Katholieke Universiteit (i.e. Foundation Board) monitors Radboud University. In this role, the Foundation Board held six plenary meetings in 2020 with the Executive Board regarding internal affairs and external developments. The President and/or Vice President of the Executive Board of Radboud university medical center regularly attended these meetings.

The members of the Foundation Board discussed sub-topics in committees with portfolio managers from the Executive Board in preparation for the plenary meetings. 

Audit Committee

The Audit Committee met three times in 2020 to prepare for and consult on several issues, specifically the handling of financial matters by the Foundation Board. In addition, there was a dedicated meeting about investments.  Until 17 October 2020, the members of the committee were P.A. Morshuis RC (chair) and M.L. Henneman. After 17 October, F. Leeflang joined and replaced M.L. Henneman as a committee member.

In 2020, discussion topics included the 2019 annual accounts, the administrative report, the annual plan and university budget for 2021, interim financial figures as well as the PwC audit report, the PwC audit plan, and the PwC management letter. Notably, the impact of COVID-19 measures on business operations and key financial figures was discussed. The multi-year investment programme and liquidity management (including the related possibility of attracting external financing) were additional discussion topics. In addition, specific attention was paid to the structure and embedding of risk management.

With regard to internal audit, they discussed the annual plan, the IT audit multi-year plan, interim audit findings and the progress of recommendations. In respect to the audit plan, the Audit Committee emphasised, among other things, the importance of the subject of culture and behaviour aimed at fraud and integrity awareness as well as IT security control aimed at preventing incidents. The Audit Committee was pleased to note that the IT audit capacity within the audit team had been strengthened.

In 2020, the Audit Committee conducted a self-evaluation. The following questions were raised: is the Audit Committee taking enough time and are the right subjects being discussed? The Audit Committee observed that these were high-quality discussions.

The Audit Committee also considered the evaluation from the external auditor and a more data analysis-driven audit approach.

Committee for Education & Research Quality

The Committee for Education & Research Quality was created to monitor quality and integrity in primary processes and to prepare the relevant topic for plenary meetings of the Foundation Board. The committee is chaired by Prof. J.C. Stoof. Prof. D.C. Van den Boom (Education and Research Advisor to the Foundation Board) also attended the committee meetings. As of 17 October 2020, the committee consists of Prof. D.C. van den Boom and Prof. V.A.J. (Valerie) Frissen.  During the reporting year, the committee met four times.

Besides current developments at Radboud University and in higher education and scientific research in general, topics of discussion for the committee also included domestic and international collaborations between Radboud University and other European universities to perhaps offer joint degree programmes in the future with a significant role for the Donders Institute.

The committee was given a presentation about NeurotechEU. Together with seven other European universities, including Oxford University, the University of Bonn and Karolinska Institutet, Radboud University is cooperating in the European Universities Initiative NeurotechEU. The European Universities Initiative enables exchanges involving education, research and staff members. This means that students can study at all the institutions involved without any restrictions. The cooperation has begun in the areas of brain and technology, but the aim is for it to expand to other research areas.

The committee also received a presentation on the state of affairs regarding the ‘Healthy Brain Study: The 30-Something Brain Unravelled’. The aim of the research is to better understand people’s everyday lives and how the brain influences human behaviour.

The Executive Board provided the committee with further information about the research inspections and evaluations. For discussion of this agenda item, the committee received an overview of all strategy evaluation protocol (SEP) scores from recent years. The committee concluded that it is satisfied with the scores achieved. An extra compliment goes to the Centre for Language Studies (CLS), which scored a five three times. That rarely happens. Underlying the scores are many useful recommendations to further improve what is good.

For a better understanding of what is happening within the faculties, a faculty dean was regularly hosted at the committee meetings to present the relevant developments in their faculty. In the year under review, this was the Dean of the Faculty of Medical Sciences.

Remuneration Committee

The Remuneration Committee comprised L.M.L.H.A. Hermans (chair) and L.Y.Gonçalves-Ho Kang You until 17 October 2020. From that date, it comprised W. van der Meeren and P.A. Morshuis RC. The committee conducted the annual appraisal interviews with the members of the Executive Board in 2020, prior to which input was gathered from all members of the Foundation Board. The committee reported its findings to the Foundation Board.

The remuneration of Executive Board members is done in accordance with the WNT (law on the standardisation of top-tier incomes). Two members are paid at the WNT-2 level. The third member is paid in accordance with the provisions of WNT-1. The associated reduction process commenced on 1 January 2020.

The annual account includes an overview of compensations paid to and expense claims submitted by individual members of the Executive Board. An overview of the 2020 expenses from invoices and expense claims from the Executive Board has been included on the website.

Meetings between the Foundation Board and the Executive Board

The Primary Processes – Education and Research

Due to the outbreak of COVID-19, the majority of education in 2020 took place online. From 16 March, lecturers and students had to switch from in-person to online education. The newly established Teaching and Learning Centre was operating at full capacity to support lecturers and share knowledge and experiences related to online teaching. In-person education also continued, where possible. However, the required one-and-a-half-metre distance limited capacity. Additional accommodations were found to mitigate this.

The Foundation Board and the Executive Board are satisfied with the way in which the entire university made an effort to effectively manage the coronavirus crisis for students.

Partly on the basis of reports from the Committee for Education and Research Quality, the Foundation Board discussed a wide range of topics. The Executive Board gave the Foundation Board more information about the results of research into the binding study advice (BSA). The Foundation Board was interested to hear the conclusion that the BSA works well as a selection tool and that the standard used appears to be less important. The Executive Board has decided that the evaluation shows that the BSA is a good instrument to make students realise at an early stage that they are not following the right degree programme.

Contacts with the Internal Stakeholders

Normally, delegates from the Foundation Board, in varying combinations, attend a few special Radboud University sessions, such as the opening of the academic year, the New Year’s gathering, and the Lustrum. Unfortunately, due to the outbreak of COVID-19, this could rarely be done this year.

Provision of Information

Annual presentations are made to the Foundation Board to provide the members with insight into the developments in education and research and the processes within the university, and to offer them the opportunity to meet with professionals.

Campus Property

Accommodation for the Faculty of Science

The need for the accommodation plan is based on the steady growth of students and staff members at the Faculty of Science (FNWI). FNWI and the Department of Property Management researched the expected growth, drew up scenarios and provided recommendations. This applies in particular to office workplaces in the Huygens building, Mercator I and Mercator III.

Catering in Huygens

The aim of this project is to combine and optimise the use of the catering area, so that this area (ground floor and mezzanine) can be used for general purposes between 8 am and 8 pm. This will result, among other things, in the creation of several types of (study) workplaces. The number of study workplaces will increase from 430 to 550–600. This also responds to the increasing demand for study workplaces and is in line with the ambition of the Executive Board. The number of examination spaces has increased from 500 to 900. The faculty had been promised at least 500 places by January 2021.

Maria Montessori Building

The campus has a new building: the Maria Montessori building for the Faculty of Social Sciences. The building is energy-neutral, and it is expected to be occupied in early 2021.

Geert Grooteplein Zuid

In addition, the Foundation Board has decided to cancel the division into apartment rights in the Geert Grooteplein Zuid 26-30 building (including the ‘research tower’).

People

The Executive Board informed the Foundation Board of growth in the number of students and bottlenecks in the (staff) organisation. The Foundation Board discussed progress and development in this regard with the Executive Board and gave recommendations for potential solutions.

On 6 March, the Foundation Board was given a short presentation that illustrated the concept for Radboud Recharge. One of its aims is to achieve greater, continuing alumni involvement at Radboud University. There are now some 16,000 members, a large number of whom are alumni. The concept has led to interest from other universities.

The Foundation Board decided to reappoint Prof. Han van Krieken as a member of the Executive Board and Rector Magnificus of Radboud University for a period of four years, with effect from 19 May 2020. On 11 December 2020, the Foundation Board also decided to appoint Prof. Daniël Wigboldus as president of the Executive Board at Radboud University for a period of four years, with effect from 20 May 2021.

From the Governance Agenda to the Annual Plan

The Executive Board reveals its intentions with regard to the Strategic Plan for the upcoming year in the annual plan.

During discussions regarding the 2019 annual account and the 2019 annual report, the Foundation Board and Executive Board evaluated the 2019 governance agenda, with the Executive Board explaining the necessity of task prioritisation. The objectives achieved were clarified and other topics for which insufficient steps have been taken were discussed.

In line with the discussion of the 2021 budget, the Foundation Board also addressed the 2021 annual plan and approved the 2021 Annual Calendar.

Management Model

In response to recommendations based on the Institutional Quality Assurance Audit, the Executive Board set up a work group led by Prof. Daniël Wigboldus in September 2018. This group was tasked with describing the university’s management model and making a proposal for harmonising the organisation and management. The work group first took stock of the current situation, partly by conducting a large number of interviews. Next, the work group discussed the results of this inventory and various proposals for harmonisation with the deans and directors. The results of this discussion were incorporated into a first draft description of Radboud University’s management model.

The draft model was first discussed with faculty administrators (deans, directors) and then presented to the Foundation Board for information purposes.

Finance and Operational Management

The Foundation Board discussed the four and eight-month figures with the Executive Board. For these, the Executive Board reported the expected operating results. The 2020 Audit Plan from PwC was approved. The Foundation Board has ensured that an appropriate internal monitoring and management system has been put into place at Radboud University.

In December 2020, the 2021 Budget for Radboud University was approved.

Based on the ‘Regeling normering topinkomens OCW-sectoren’ (regulation for standardisation of top-tier incomes ECS sectors), the Foundation Board has set the remuneration class for Radboud University for 2021 at class G, and it has established a remuneration maximum of €209,000.

At the meeting on 30 April 2021, the Foundation Board, in the presence of the external accountant and based on a positive recommendation from the Audit Committee, approved the 2020 Radboud University annual report and the 2020 Radboud University annual account, and endorsed the actions of the Executive Board.

Cybersecurity

In November 2020, the Audit Committee was given a presentation on the state of affairs regarding information security. Many improvements have been made over the past year, such as conducting audits and modifying systems. This has resolved the most critical issues. Among other things, an ethical hack was carried out. Prevention is very important; security measures must be in order. 

Composition of the Foundation Board as of 31 December 2020

2020 RU

SKU meetings

Audit Committee

Cie.

R&E

Joint Assembly

Remuneration Committee

 

Executive Board

Municipality

Internal

RU

Gez.

   

Hermans

5/5

5/5

5/5

-

-

-

1/1

1/1

Gonçalves

5/5

4/5

6/5

-

-

-

1/1

1/1

Henneman

5/5

5/5

6/5

3/3

2/2

-

-

-

Hilders

6/6

6/6

6/6

-

-

-

-

-

Morshuis

6/6

6/6

6/6

4/4

2/2

-

-

1/1

Stoof

6/6

6/6

6/6

-

-

4/4

2/2

-

Van den Boom

6/6

6/6

6/6

-

-

4/4

1/1

-

Van der Meeren

1/1

1/1

1/1

-

-

-

1/1

-

Frissen

1/1

1/1

1/1

-

-

-

1/1

-

Leeflang

1/1

1/1

1/1

1/1

-

-

1/1

-

W.A. van der Meeren (1955), chair

Prof. C.G.J.M. Hilders (1965)

Appointment committees

Committee for Quality & Safety Radboud university medical center

Radboud University Remuneration Committee

Member of the delegation for Stafconvent, VAR, and PAR

Radboud university medical center Remuneration Committee

Radboud university medical center

Radboud university medical center Works Council (OR) regular meeting

Term ending on 16 January 2023

Radboud University Joint Assembly (UGV) regular meeting

  

Term ending on 16 October 2024

  

P.A. Morshuis RC (1959)

Prof. J.C. Stoof (1946)

Audit Committee of Radboud university medical center

Committee for Education & Research Quality Radboud University

Audit Committee of Radboud University

Committee for Quality & Safety Radboud university medical center

Term ending on 11 December 2022

Member of the delegation for Stafconvent, VAR, and PAR Radboud university medical center

  

Term ending on 1 January 2021

F. Leeflang (1969)

Prof. V.A.J. Frissen (1960)

Audit Committee of Radboud university medical center

Term ending on 16 October 2024

Audit Committee of Radboud University

Term ending on 16 October 2024

  

Governance

On 27 March 2020, Stichting Katholieke Universiteit (SKU) asked the Enterprise Division to allow them to separate Radboud University and Radboud university medical center with new governance and to allow the SKU to appoint new directors. This request was the result of a dispute about the way in which the Bishops’ Conference exercised its authority to appoint the members of the SKU’s board and the composition of the supervisory boards after the demerger of Radboud University and Radboud university medical center that was envisaged by the SKU. Furthermore, the proposed demerger of Radboud University and Radboud university medical center was in danger of being delayed because the Bishops’ Conference did not agree with the new governance model.

On 21 July 2020, the Enterprise Division of the Court of Amsterdam ruled in the dispute between the SKU board and the Bishops’ Conference. They ruled that the SKU could temporarily appoint board members itself and could go forward with the demerger of Radboud University and Radboud university medical center. On 10 August 2020, the board decided to appoint:

  • W.A. van der Meeren as chair of Stichting Katholieke Universiteit

  • Prof. D.C. van den Boom as member of the board of Stichting Katholieke Universiteit (Education & Research portfolio)  

  • Prof. V.A.J. Frissen as member of the board of Stichting Katholieke Universiteit (Public Policy & Communication portfolio)  

  • F. Loek Leeflang as member of the board of Stichting Katholieke Universiteit (Legal Domain & Governance portfolio)

with effect from 17 October 2020 until the date of demerger of the SKU, with a maximum of four years. As of 17 October 2020, the board of the SKU is composed as follows:

  • W.A. van der Meeren (chair)

  • Prof. C. G. J. M. Hilders

  • P.A. Morshuis RC

  • Prof. D.C. van den Boom

  • F. Leeflang

  • Prof. V.A.J. Frissen

  • Prof. J.C. Stoof

On 16 October 2020, L.M.L.H.A. Hermans, L.Y. Gonçalves-Ho Kang You and M.L. Henneman stepped down from the board. Prof. J.C. Stoof stepped down on 1 January 2021. With effect from 1 January 2021, the composition of the Foundation Board changed as a result of the demerger. From that date, W.A. van der Meeren, Prof. C.G.J.M. Hilders, P.A. Morshuis RC, Prof. D.C. van den Boom and F. Leeflang became members of the supervisory board of Radboud university medical center. From that same date, Prof. D.C. van den Boom, Prof. V.A.J. Frissen and P.A. Morshuis RC became the supervisory board of Radboud University.

Each year, the Foundation Board evaluates its performance. This is done under external supervision once every three years. In the autumn of 2019, an evaluation process was started by an external office, and it was concluded with a plenary session in January 2020. In addition to the general performance of the Foundation Board, special attention was given to the membership composition of the Foundation Board and its committees, as well as the relationship with the Bishops’ Conference, and the separation of the SKU and the associated workload.

Committees

The Foundation Board appointed a committee headed by Wim Deetman to investigate a difference of opinion between the Executive Board and the University Joint Assembly concerning participation rights regarding online proctoring. The committee ruled that the University Joint Assembly has a right of consent on this matter, starting from the 2021–2022 academic year. That decision was based on Article 2.3.1, Paragraph 1, Sub e of the University Joint Assembly-Faculty Joint Assembly regulation (‘rules in the area of safety, health and well-being’).

There was also a difference of opinion between the University Student Council and the Executive Board concerning the right of consent to the Emergency Fund for students, in particular whether the right of consent relates to the regulations or also to the contents of the fund. At the behest of the Executive Board, a committee of three lawyers was set up to investigate this matter. It has yet to reach a decision.

Good Governance Code for Dutch Universities

Radboud University complies with the main points of the Good Governance Code for Dutch Universities. Partly due to the demerger of Radboud university medical center and Radboud University, a number of necessary amendments to the regulations have been postponed until after 1 January 2021, in order to make the process of separation and amendment of the regulations as efficient as possible.

The points on which the university deviates from the Good Governance Code for Dutch Universities are limited, relate to the regulations of the Supervisory Board, and were followed up on in early 2021. This has not affected the quality of management, supervision and employee participation. 

The membership composition of the Foundation Board adheres to the independence requirement for supervisory authorities as stated in the Good Governance Code. There is no conflict of interest between SKU board membership and the other activities of board members. The other activities of Foundation Board members have no impact on the supervisory tasks that stem from SKU board membership.

General Consultation

The Foundation Board meets periodically with the Executive Boards of Radboud University and Radboud university medical center together. In the year under review, the Foundation Board mainly spent time on the demerger project. The intention to demerge was based on both strategic and administrative considerations. The university and Radboud university medical center are separate organisations that have separate strategic considerations and independent business models. The objective of this type of demerger is to make both organisations more decisive in an increasingly dynamic and complex environment. Both organisations, each from their own responsibility, continue to collaborate in terms of both content and strategy. The demerger is a modernising effort to create a suitable and current governance model for each of the newly independent institutions.

The unbundling was further developed in 2020, with the aim to have Radboud University and Radboud university medical center operate as two separate legal entities from 1 January 2021. Part of the development is the aforementioned procedure before the Enterprise Division through which, in addition to the exclusive power to appoint directors of the SKU, it was also ruled that the SKU has the power to decide on the amendment of the articles of association without the approval of the Bishops’ Conference, as well as to establish the articles of association of the foundation to be established upon demerger.

Based on its supervisory responsibility, the Foundation Board wants to establish a clear set of standards for expenses to be declared by the management of Radboud University and Radboud university medical center and facilities to be allocated to them. Part of the standards are structured separately in the management employment contracts. The general rule is that all costs, incurred within reason and necessary for the proper fulfilment of the employment, will be reimbursed by SKU. During the year in review, a change was made to the regeling kostenvergoeding (reimbursement regulations) to clarify the standards framework for representation costs.

The legal proceedings surrounding a joint spin-off of Radboud University and Radboud university medical center continued during the year in review and took a positive turn in 2020.

Conclusion

The Foundation Board joins the Executive Board in looking back on a very eventful year and thanks all staff members of Radboud University for their contributions.