governing authority meeting report of 11 december ...report of 11 december 2015 present: dr martin...
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GOVERNING AUTHORITY MEETING Report of 11 December 2015
PRESENT:
Dr Martin McAleese, Chancellor Mr James Corcoran Dr Shirley Coyle Mr James Donoghue Ms Mairead Dunne Prof Sean Farren Ms Lynette Fay Prof Eithne Guilfoyle Ms Brid Horan Mr Owen Keegan Prof Daire Keogh Prof Brian MacCraith
Mr Tom McCarthy Dr Andrew McGrady
Prof Gary Murphy Dr Noel Murphy Mr Terence O’Rourke Mr John Power Dr Declan Raftery Cllr Keith Redmond Prof Fiona Regan Mr Paul Smith Ms Margaret Sweeney
APOLOGIES: Dr Anne Lodge Ms Phylomena McMorrow Dr Caroline McMullan
Ms Orlaith McBride Ms Regina Moran Mr John Smith
IN ATTENDANCE: Ms Marian Burns Ms Mary Colgan (Recording Secretary)
Mr Ciaran McGivern
The Chancellor welcomed everyone to the meeting and added two new items to the agenda:-
Honorary Doctorate Sub Committee
2016 Themes
1. MINUTES OF THE MEETING OF 22nd October 2015 Approved by the Authority.
2. GOVERNING AUTHORITY MINUTES OF 22nd October 2015 FOR WEB PUBLICATION
Approved by the Authority. 3. REVIEW OF ACTION ITEMS Action 1: COO to circulate dates for Faculty and Unit Visits
Action 2: Authority’s February 2016 meeting will take place in the Church of Ireland College of Education Action 3: Ongoing Action 4: Scheduled as Agenda item 6 today
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Action 5: Ongoing Action 6: It was agreed that key dinners in future will be scheduled at the discretion of the President. To be removed as an Action item Action 7: Scheduled as Agenda item 7 today Action 8: Risk # 2, Loss of University connectivity will be removed as part of the University’s Risk Register review
4. MATTERS ARISING FROM MINUTES
None For Discussion
5. PRESIDENT’S REPORT and UNIVERSITY OFFICERS’ REPORTS
5.1 President’s Report HE Sectoral Issues / HEA / IUA
The President reported on the very positive outcome for the University in the HEA report on the first year of the operation of Performance-based Funding. The evaluation places the University in Category 1, which means that the University will receive its full performance funding in respect of the 2016 budget allocation.
The President also informed the Authority of the outcome of the HEA report on the performance of the regional cluster, Dublin II (Cluster of AIT, DCU, DkIT and MU). In commending the work of Dublin II, the HEA allocated €881K in funding to the cluster. This represents an increase of c.48% of funding than would otherwise have been delivered through the Recurrent Grant Allocation Model (RGAM). The President reported that the University (including SPD and MDI) will receive €381K of the total allocated.
Inter-Institutional Developments
DCU-SPD-MDI-CICE Incorporation Programme The President reported that a major internal quarterly review of the Incorporation Programme had taken place in recent days. He stated that the legal aspects of incorporation are expected to be completed by the end of June 2016. The President also reported that the HEA deems the Incorporation Programme to be of national importance and has awarded €2.75m in funding of costs associated with same.
Internal Developments The President reported that the University has been ranked 46th in the QS Top 50 Under 50 Ranking. He noted that with close to 10,000 young universities in existence (i.e. less than 50 years old), this puts the University in the top 0.5% worldwide. He spoke of the importance of the ‘Top 50 Under 50’ brand in terms of developing international partnerships and attracting international students and staff. The President reported on the excellent level of support typically offered by University staff in response to specific incidents and tragedies. The President informed the Authority that he and the Chancellor met with Hannah Waters, who is one of the students injured in Berkeley, California during the summer, and reported on the very positive support she is receiving from the University.
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Risk Mitigation Update As part of the periodic reporting to the Authority on the seven high-level Institutional Risks, the President addressed:
Risk # 7: Insufficient teaching space to accommodate growing student numbers
The President reported on the upgrade to facilities on All Hallows Campus, which will provide ca. 14 lecture rooms and office accommodation for c.70 staff for the start of 2016/17 academic year. He also reported on the construction of two new floors on the F-Block on St Patrick’s Campus.
Significant Events/Developments The President reported on:
12 graduation ceremonies across the various campuses of SPD, MDI, AHC and DCU and paid tribute to the Registry offices colleagues across the campuses for all their work.
Women in Leadership Initiative, launched in November - this Initiative seeks to address the underlying causes of gender imbalance in more senior positions in the University.
The University delegation to the University of Notre Dame with a view to developing a range of collaborations between the two universities.
Approval has been received from the Holy See in Rome for the sale of AHC to the University.
The death of staff member, Dr Paraic James (School of Chemical Sciences), RIP.
The re-branding of the DCU Innovation Campus which will now be known as ‘DCU Alpha’.
A CD, produced by SPD Artists in Residence, The Fidelio Trio, a copy of which is being presented to each member of the Authority today.
In the discussion that followed:
- The Chancellor welcomed Counsellor Keith Redmond (Fingal County Council) as the new representative on the Dublin local Authorities.
- The Chancellor congratulated the President on the successful outcome in respect of HEA Performance - based Funding. He also extended his congratulations on the exceptional level of pastoral care offered by the University to students in times of tragedy.
- It was agreed that a letter of condolence would be sent to Dr James’s family, on behalf of the Authority.
- It was agreed that the presentation from the launch of the Women in Leadership Initiative be circulated to members of the Authority. Any questions about the Initiative can be tabled for the next meeting of the Authority.
5.2 Finance Director Report The Finance Director reported that the core University budget will breakeven for the year and the commercial group of companies will make a profit of close to €2.5 million.
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He informed the authority that the HEA had confirmed that funding of €2.75m was being allocated to DCU in relation the Incorporation Project following the call for proposals issued by the HEA in October 2015. Authority member Margaret Sweeney extended her congratulations to the Finance Director and his team for the excellent result in terms of level of funding awarded by the HEA.
5.3 Director of Human Resources Report The Director of Human Resources had no major items to report at this time. 5.4 Vice-President for Academic Affairs The Vice President for Academic Affairs reported that the confirmation of funding for the MEND Cluster means that projects being undertaken by MEND can all now continue. 5.5 Chief Operations Officer The Chief Operations Officer reported on:
The detailed mapping of space requirements for the Incorporation Programme across the Glasnevin, All Hallows and St Patrick’s Campuses.
The planning application for the new Student Centre is due to be submitted in February 2016.
Building up-grade works on AHC are ongoing to ensure facilities are of the required standard before the University takes full legal ownership of the campus.
For Discussion 6. UPDATE FROM 3U PARTNERSHIP The President reported on the outcome of the recent 3U review and briefed the Authority on the priorities for the partnership. He said that the aim of 3U Pathways Programme is to reach breakeven. A survey of staff regarding suggestions for the future development of 3U is underway and the President will report back to the Authority in due course when a decision is reached on this. 7. UNIVERSITY RANKINGS The President gave a presentation on the methodology - the sectors examined and the metrics - underpinning both the QS Ranking and the Times Higher Education (THE) Ranking surveys. While the mission of the University cannot be rankings-driven, the President said that a balance is needed so that, as a country, we can improve Ireland’s position in the global rankings, enhance our reputation, secure research investment and optimise our ability to attract and retain high quality staff. For Decision 8. INNOVATION CAMPUS – PHASE 1B CAPITAL INVESTMENT PROPOSAL The COO reported that having reviewed the proposal and business plan for a further capital investment of €2.4 million in the Innovation Campus, for the development of the upper floors of Innovation House, the Board of Invent Ltd, of which the Innovation Campus is a division of, is recommending the approval of this capital proposal. The COO stated that the requested funds were included in the University’s submission to the European Investment Bank. As the requested investment exceeds €750,000, the COO is required to seek the Authority’s approval of the funding proposal. APPROVED by the Authority
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For Noting 9. AUDIT COMMITTEE 9.1 Report of meeting of 25th November 2015 The Chair of the Audit Committee presented the Audit Committee’s Report from the meeting of 25th November, 2015. Noted by the Authority 9.2 Minutes of meeting of 23rd September 2015 The Chair of the Audit Committee presented the Audit Committee’s Minutes from the meeting of 23rd September, 2015. The Minutes were noted and the Authority asked that reference to the ‘absence of a Procurement Policy’ in the minutes be corrected. 9.3 Annual Report of the Audit Committee 2014/2015 The Authority recommends that Internal Audit be invited to present at the Authority’s February 2016 meeting. The Audit Committee Annual Report can also be presented at this time. Agreed by the Authority For Decision 9.4 Delegated Authority to Special Committee re SGIC The Authority was asked to approve delegated authority to a Special Sub-Committee to review and approve a revised Statement of Governance and Internal Control (SGIC), if requested to do so by the C&AG, in the interim period before the February meeting of the Authority. Agreed by the Authority. Ciaran McGivern noted that the C&AG will not be in a position to sign off on the accounts before the end of the calendar year. It is anticipated that the 2012/2013 and 2013/2014 accounts will be approved together early in the new year. For Noting 10. RISK COMMITTEE 10.1 Report of meeting of 30th November 2015 The Chair of the Risk Committee presented the Risk Committee’s Report from the meeting of 30th November 2015. Noted by the Authority 10.2 Minutes of the meetings of 4th June and 28th September 2015
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The Chair of the Risk Committee presented the Risk Committee’s Minutes of the meetings of 4th June and 28th September 2015 Noted by the Authority The Chancellor informed the Authority that Mr James Corcoran will replace Ms Regina Moran on the Risk Committee. 12. PERSONNEL MATTERS The Director of Human Resources presented the following candidates for approval:-
Dr Maura McAdam, for appointment as Professor of Management, DCU Business School
Prof Kevin Rafter for promotion to Full Professor under the Extraordinary Promotion Scheme in the Faculty of Humanities and Social Sciences (School of Communications)
Mr Noel Curran, for appointment as Adjunct Professor in the Faculty of Humanities and Social Sciences (School of Communications)
Mr Deiric Ó Broin for appointment as Adjunct Faculty in the Faculty of Humanities and Social Sciences (School of Law and Government)
Approved by the Authority 13. SCHEDULE OF MEETINGS 2016 Schedule circulated to members of the Authority. The Chancellor drew the Authority’s attention to the meeting scheduled for 23rd June 2016. This is the date for the approval of legal incorporation of the University with SPD, MDI and CICE. It will also mark the last meeting of the current Authority members. 14. HONORARY DOCTORATE SUB COMMITTEE The Chancellor informed the Authority that the Deputy President Designate is invited to join this Sub-Committee, replacing Mr Jim Dowling, former Deputy President (retired). The Chancellor informed the Authority that following its meeting earlier today, the Honorary Doctorate Sub Committee wishes to submit the nomination submitted in respect of Holocaust survivor, Mr Tomi Rechental to the Authority for its approval. Approved by the Authority 15. 2016 THEMES The Chancellor informed the Authority that as part of its 2016 celebrations, the University seeks to host a special Honorary award ceremony next year under the banner ‘Ireland 2016 – Icons of Excellence’. The intention is to recognise a number of key individuals who have been instrumental to Irish life under a number of themes, such as Civic Leadership, Enterprise and Innovation, Arts and Culture and Sport. Noted by the Authority 16. ANY OTHER BUSINESS None
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Action Items: (from last report)
Action Person
responsible Deadline
1. COO to circulate dates for Faculty and Unit visits by members of the Authority.
Authority Members
tbc
2. A future meeting of the Authority to be held on the campuses of the Linked Colleges and in The Helix before Incorporation process is completed.
COO February meeting to be held in CICE
3. DCU website information on Governing Authority to be updated with members biographies
COO Ongoing
4. Thematic presentations of the key elements of the University’s Strategic Plan are to be presented to the Authority over the course of the year
COO Ongoing
5. Letter of condolence to be sent to the family of Dr. Paraic James, RIP
COO 11th February 2016
6. Internal Audit to present to the Authority on the Annual Audit Plan and also the Self-Assessment of the Audit Committee
COO 11th February 2016
7. Presentation from Launch of the Women in Leadership Initiative to be circulated to members of the Authority
President 11th February 2016
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Minute of the Meeting of the STRATEGIC FINANCE ADVISORY COMMITTEE, a duly
convened Sub-Committee of the Dublin City University Governing Authority.
Held on the 11th
day of December 2015 at 2pm in CG35, Henry Grattan Building, DCU.
PRESENT:
Mr. Terence O’Rourke (Chair)
Dr. Noel Murphy
Mr. James Corcoran
Ms. Mairead Dunne
IN ATTENDANCE:
Mr. Ciaran McGivern
Mr. John Kilcoyne
Dr. Declan Raftery
Mr. Ultan Shannon (Arthur Cox)
1. PURPOSE OF THE MEETING
1.1 The Chairman reported that the purpose of the meeting was to consider and if thought fit
approve matters in connection with a proposed facility agreement in respect of a loan
facility in the amount of €76,000,000 (the “Facility Agreement”) to be provided to
DCU by the European Investment Bank (the “Bank”).
1.2 The Chairman noted that all amounts borrowed by DCU under the Facility Agreement
are to finance a capital investment programme entailing extension and refurbishment of
teaching, research, administrative and student facilities at the DCU Campus (the
“Project”), as more particularly described in the technical description set out in
Schedule A of the Facility Agreement.
1.3 The matters described in paragraphs 1.1 and 1.2 above and all matters arising out of,
ancillary to or in connection therewith and with the entry into and performance of the
Documents (as hereinafter defined) are hereinafter referred as the “Transactions”.
1.4 The Chairman explained that the main purposes of the meeting were as follows:
(a) to consider and, if thought fit, approve the terms of the Transactions and DCU’s
role in the Transactions;
(b) to consider and, if thought fit, approve the entry into by DCU of the Documents
(as defined below) and the performance of its obligations thereunder;
(c) to give authority to those executing the Documents on behalf of DCU to:
(i) negotiate and settle the final form of the Documents;
(ii) sign and deliver such of the Documents as require to be executed under
hand; and
(iii) where appropriate, witness the affixing of the DCU’s seal to, and
deliver, such of the Documents as are deeds.
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2. DOCUMENTS
2.1 The Chairman noted that, in connection with the Transactions, DCU would be required
to enter into certain documents. He then produced to the meeting the latest drafts of the
following documents:
(a) the Facility Agreement; and
(b) a corporate certificate addressed to the Bank pursuant to which Mr Declan
Raftery in his capacity as Chief Operations Officer would provide certain
certifications about DCU (the “Corporate Certificate”),
(the “Transaction Documents”).
2.2 The Chairman informed the meeting that DCU may also be required to enter into other
documents defined in the Facility Agreement as “Finance Documents” or designated as a
Finance Document for the purposes of the Facility Agreement (it being noted that
documents may be designated as such in future) (the “Finance Documents”) and certain
other documents that it would or might be desirable to enter into in connection with the
Transactions (the “Further Documents”) (the Transaction Documents, the Finance
Documents, and the Further Documents (each, as amended, varied, waived,
supplemented, modified, restated or replaced at any time) are collectively hereinafter
referred to as the “Documents”).
3. CONSIDERATION OF TRANSACTIONS AND DOCUMENTS
3.1 The Members, acting in good faith, considered and discussed the financial position of
DCU and it was noted after further discussion that:
(a) the Members of the Committee (the “Members”) confirmed their full
understanding of the effect and implications for DCU of entering into and/or
performing its obligations under the Documents and the Transactions;
(b) the Members confirmed and acknowledged that, so far as any member was
aware, no party or parties to the Transactions or the Documents (including
without limitation, any employee, director, officer or other person, connected or
otherwise) received any inducement or payment of any kind in connection with
the entry into the Transactions and any Document and/or any documents
contemplated thereby;
(c) the Members considered that the benefits to be derived directly and indirectly
from DCU entering into the Documents and the Transactions are at least the fair
equivalent of the obligations to be undertaken by DCU under the Documents and
the Transactions and that the Members believed that DCU would be in a position
to give and make each of the covenants, representations and warranties
contained in the Documents; and
(d) the Members were of the opinion that the entry into by DCU and performance
by DCU of its obligations under the Documents and the Transactions would be
in the best commercial interests of DCU, having regard to the benefits which
would accrue, directly and indirectly, to DCU.
3.2 After further discussion IT WAS THE UNANIMOUS CONCLUSION of the meeting
that it was in the best interests and to the corporate benefit of DCU to enter into the
Documents, perform its obligations therein contained and perform the Transactions.
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4. APPROVAL OF THE TRANSACTIONS AND DOCUMENTS
After further discussion and full and careful consideration of the Transactions and the
Documents, IT WAS UNANIMOUSLY RESOLVED that:
4.1 in the good faith opinion of all the Members, it was for the commercial benefit and in the best interests of DCU to approve the Transactions and to approve the entry into by DCU of the Documents and the performance by DCU of its obligations arising under the Transactions and the Documents;
4.2 the Transactions be and are hereby approved;
4.3 the execution, delivery and performance of the Transaction Documents to which DCU is
a party be and are hereby approved;
4.4 Professor Brian MacCraith and Mr Declan Raftery (the “Authorised Signatories” and
any one an “Authorised Signatory”) be and are hereby each authorised individually to
approve, in his or her absolute discretion, any amendments to any Document (including,
without prejudice to the generality of the foregoing, amendments to the economic terms
and the general terms, conditions and form of such Document), the execution thereof
being conclusive evidence of the approval of such amendments;
4.5 the Corporate Certificate be executed under hand by Mr Declan Raftery, in his capacity
as Chief Operations Officer of DCU;
4.6 each Document if required or expressed to be executed under hand, be executed under
hand by any Authorised Signatory.
4.7 any Authorised Signatory be and is hereby authorised to:
(a) approve, issue, execute and/or deliver in the appropriate manner (whether under
hand or as a deed provided that where execution as a deed is required, it be done
in the manner provided for above) any other document which such any
Authorised Signatory considers necessary or desirable or expedient to be
approved, issued, executed and/or delivered by DCU in connection with or
pursuant to the Transactions and any Document; and/or
(b) to take all such actions on behalf of DCU as such Authorised Signatory shall in
his or her absolute discretion consider necessary, desirable or expedient in
connection with the Transactions and any Document and/or the transactions
contemplated thereby.
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Minute of the Meeting of the STRATEGIC FINANCE ADVISORY COMMITTEE, a duly
convened Sub-Committee of the Dublin City University Governing Authority.
Held on the 11th
day of December 2015 at 2pm in CG35, Henry Grattan Building, DCU.
PRESENT:
Mr. Terence O’Rourke (Chair)
Dr. Noel Murphy
Mr. James Corcoran
Ms. Mairead Dunne
IN ATTENDANCE:
Mr. Ciaran McGivern
Mr. John Kilcoyne
Dr. Declan Raftery
Mr. Ultan Shannon (Arthur Cox)
1. PURPOSE OF THE MEETING
1.1 The Chairman reported that the purpose of the meeting was to consider and if thought fit
approve matters in connection with a proposed facilities agreement in respect of facilities
in the aggregate amount of €54,000,000 (the “Facilities Agreement”) to be provided to
Campus Residences Limited by National Treasury Management Agency (as controller
and manager of the Ireland Strategic Investment Fund) (the “Lender”).
1.2 The Chairman noted that the Facilities Agreement would contain terms and conditions in
respect of two separate facilities, being facility 1 in an amount of €24,000,000 (“Facility
1”) and facility 2 in the amount of €30,000,000 (“Facility 2”). It was further noted that
Facility 1 would be lent to DCU to be used to finance the purchase by DCU of the
College Park Residences on the DCU Glasnevin Campus (the “College Park
Residences”), pursuant to an option agreement dated 23 December 2003 between DCU
and the Parties named in the Third Schedule thereto (the “Option Agreement”). It was
noted that all amounts borrowed under Facility 2 would be lent to DCU to be used to
provide bridging finance, pending receipt by DCU of Department of Education & Skills
grant funding, to enable DCU purchase the All Hallows Campus at Grace Park Road,
Dublin 9 (the “All Hallows Campus") and the development of new infrastructure on the
St. Patrick’s College Drumcondra Campus.
1.3 The matters described in paragraphs 1.1 and 1.2 above and all matters arising out of,
ancillary to or in connection therewith and with the entry into and performance of the
Documents (as hereinafter defined) are hereinafter referred as the “Transactions”.
1.4 The Chairman explained that the main purposes of the meeting were as follows:
(a) to consider and, if thought fit, approve the terms of the Transactions and the
DCU’s role in the Transactions;
(b) to consider and, if thought fit, approve the entry into by DCU of the Documents
(as defined below) and the performance of its obligations thereunder;
(c) to give authority to those executing the Documents on behalf of DCU to:
(i) negotiate and settle the final form of the Documents;
(ii) sign and deliver such of the Documents as require to be executed under
hand; and
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(iii) where appropriate, witness the affixing of the DCU’s seal to, and
deliver, such of the Documents as are deeds;
(d) to consider and, if thought fit, approve the role of Campus Residences Limited
(“CRL”) in the Transactions and to give authority for CRL to lend, borrow,
indemnify, create security and take all other actions as required or desirable for
the performance of its obligations under the Transactions including the entry
into and performance of its obligations arising under the Documents (as defined
in the board minutes of CRL appended to this extract of minutes at Appendix 1).
2. DOCUMENTS
2.1 The Chairman noted that, in connection with the Transactions, DCU would be required
to enter into certain documents. He then produced a copy of the latest draft of the
Facilities Agreement to the meeting and the latest drafts of the following documents:
(a) a third party mortgage and charge from DCU in respect of its interest in the four
student residences on the DCU campus (being the student residences which are
the subject of the security being provided by DCU, DCU Commercial Limited
and Campus Residences Limited to the Lender pursuant to the Facilities
Agreement (the “Student Residences”)); and
(b) an intra-group loan agreement, pursuant to which Campus Residences Limited
will provide a loan to DCU in the amount of €24,000,000 to enable DCU to
finance the purchase of the College Park Residences pursuant to the Option
Agreement (the “College Park Residences Intra–Group Loan Agreement”);
and
(c) an intra-group loan agreement, pursuant to which Campus Residences Limited
will provide a loan to DCU of up to a maximum amount of €15,000,000 to
enable DCU to discharge the construction costs of Dublin Software Park
Limited in respect of the development of the property at St Patrick’s College
Drumcondra Campus (the “St Patrick’s College Intra–Group Loan
Agreement”);
(d) an intra-group loan agreement, pursuant to which Campus Residences will
provide a loan to DCU of up to a maximum amount of €15,000,000 to enable
DCU to finance the purchase of the All Hallows Campus (the “All Hallows
Intra–Group Loan Agreement”);
(e) a deed of surrender or assignment and ancillary documents in respect of the
unwind of the Option Agreement (the “Option Documents”);
(f) an agreement for grant of easements and grant of easements from DCU, DCU
Commercial Limited and CRL in favour of the Lender in respect of access and
surfaces relating to the Student Residences;
(g) various property declarations including those relating to the Student Residences
not being a family home and providing that the covenants and conditions of the
relevant leases having been complied with (the “Declarations”);
(h) a direct agreement between DCU and the Lender pursuant to which DCU will
provide the Lender with certain undertakings in relation to the Transactions
contemplated by the Facilities Agreement; and
(i) a corporate certificate addressed to the Lender pursuant to which Mr Declan
Raftery in his capacity as Chief Operations Officer would provide certain
certifications about DCU (the “Corporate Certificate”)
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(the “Transaction Documents”).
2.2 The Chairman informed the meeting that DCU may also be required to enter into other
documents defined in the Facilities Agreement as “Finance Documents” or designated as
a Finance Document for the purposes of the Facilities Agreement (it being noted that
documents may be designated as such in future) (the “Finance Documents”) and certain
other documents that it would or might be desirable to enter into in connection with the
Transactions (the “Further Documents”) (the Transaction Documents, the Finance
Documents, and the Further Documents (each, as amended, varied, waived,
supplemented, modified, restated or replaced at any time) are collectively hereinafter
referred to as the “Documents”).
3. CONSIDERATION OF TRANSACTION AND DOCUMENTS
3.1 The members of the Committee (the “Members”), acting in good faith, considered and
discussed the financial position of DCU and it was noted after further discussion that:
(a) the Members confirmed their full understanding of the effect and implications
for DCU of entering into and/or performing its obligations under the Documents
and the Transactions;
(b) the Members confirmed and acknowledged that, so far as any member was
aware, no party or parties to the Transactions or the Documents (including
without limitation, any employee, director, officer or other person, connected or
otherwise) received any inducement or payment of any kind in connection with
the entry into the Transactions and any Document and/or any documents
contemplated thereby;
(c) the Members considered that the benefits to be derived directly and indirectly
from DCU entering into the Documents and the Transactions are at least the fair
equivalent of the obligations to be undertaken by DCU under the Documents and
the Transactions and that the Members believed that DCU would be in a position
to give and make each of the covenants, representations and warranties
contained in the Documents; and
(d) the Members were of the opinion that the entry into by DCU and performance
by DCU of its obligations under the Documents and the Transactions would be
in the best commercial interests of DCU, having regard to the benefits which
would accrue, directly and indirectly, to DCU.
3.2 The Members, acting in good faith, considered and noted following discussion that the
entry of CRL into the Transactions and that the ability of CRL to lend, borrow,
indemnify, create security and take all other actions necessary or desirable in connection
with the Transactions including the entry into and performance of its obligations under
the Documents (as defined in the board minutes of CRL appended to this extract of
minutes at Appendix 1) be approved.
3.3 After further discussion IT WAS THE UNANIMOUS CONCLUSION of the meeting
that it was in the best interests and to the corporate benefit of DCU to enter into the
Documents, perform its obligations therein contained and perform the Transactions and
IT WAS UNANIMOUSLY RESOLVED that CRL has the authority to perform its
obligations under the Transactions including its entry into and the performance of its
obligations arising under the Documents (as defined in the board minutes of CRL
appended to this extract of minutes at Appendix 1).
4. APPROVAL OF THE TRANSACTION AND DOCUMENTS
After further discussion and full and careful consideration of the Transactions and the
Documents, IT WAS UNANIMOUSLY RESOLVED that:
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4.1 in the good faith opinion of all the Members, it was for the commercial benefit and in the best interests of DCU to approve the Transactions and to approve the entry into by DCU of the Documents and the performance by DCU of its obligations arising under the Transactions and the Documents;
4.2 the Transactions be and are hereby approved;
4.3 the execution, delivery and performance of the Transaction Documents to which DCU is
a party be and are hereby approved;
4.4 Professor Brian MacCraith and Mr Declan Raftery (the “Authorised Signatories” and
any one an “Authorised Signatory”) be and are hereby each authorised individually to
approve, in his or her absolute discretion, any amendments to any Document (including,
without prejudice to the generality of the foregoing, amendments to the economic terms
and the general terms, conditions and form of such Document), the execution thereof
being conclusive evidence of the approval of such amendments;
4.5 the Corporate Certificate be executed under hand by Mr Declan Raftery in his capacity
as Chief Operations Officer of DCU;
4.6 each Document if required or expressed to be executed under hand, be executed under
hand by any Authorised Signatory;
4.7 any Authorised Signatory be and is hereby authorised to:
(a) approve, issue, execute and/or deliver in the appropriate manner (whether under
hand or as a deed provided that where execution as a deed is required, it be done
in the manner provided for above) any other document which such Authorised
Signatory considers necessary or desirable or expedient to be approved, issued,
executed and/or delivered by DCU in connection with or pursuant to the
Transactions and any Document; and/or
(b) to take all such actions on behalf of DCU as such Authorised Signatory shall in
his or her absolute discretion consider necessary, desirable or expedient in
connection with the Transactions and any Document and/or the transactions
contemplated thereby.