Appendix 5: Due Diligence Executive Summaries
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scales on the Lecturing Staff Spinal Column. This offer represents a pay increase of between
1.09% and 1.89%. CCG has stated that this reflects the very best offer that can be made in the
current economic climate. We understand that this is CCG's last "no strings attached" offer.
There has been no response to this latest offer.
4.5 There is a "status quo" clause in the Recognition Agreements with the EIS/FELA and UNISON,
such that where there is a dispute governing the collective terms of employment, salaries or
contractual obligations covered by the agreement, no changes should be made until the process
has been completed.
5. LITIGATION, DISPUTES AND POTENTIAL DISPUTES
There are no material issues to report.
6. GOVERNANCE AND RELATED MATTERS
6.1 Constitutional Capacity
CCG's Constitution (as defined in Clause 6.1 of Section C) requires that CCG obtain the prior
written consent of the Scottish Funding Council (the "SFC") before effecting a "material change
in the character" of CCG. The 1992 Further and Higher Education (Scotland) Act (the "1992
Act") also requires that the prior written consent of Scottish Ministers be obtained before any
such change is effected. These requirements apply to GMC and GCNS also. Scottish Ministers
written consent prior to the colleges' disposal of certain property is also required.
On the basis that the Merger will constitute a "material change of the character" of CCG and
GCNS, is likely to be regarded as a "material change of the character" of GMC and will involve
the transfer of the entire undertaking of both CCG and GCNS it will be necessary to obtain the
prior written consent of both the SFC and the Scottish Ministers to the Merger.
6.2 Shadow Board
Having reviewed the statements in the Roadmap to Merger that the colleges intend to establish
the Shadow Board as the Board of GMC at the point of Merger, we have highlighted in Clause
6.3 of Section C of the Report that there are certain constitutional requirements which will affect
how this is achieved. In particular steps will be required to ensure that:
(a) the composition of the Board meets the requirements of GMC's Constitution and the 1992
Act;
(b) the required processes and elections are conducted to make the appointments to the Board;
and
(c) the existing GMC Board members are in agreement (insofar as relevant) as to their early
retiral from their positions.
We also highlight in Clause 6.3 the importance of ensuring that the Shadow Board only acts
within the scope of delegation from the colleges and that where such delegation has not been
given, any conclusions of the Shadow Board be presented as recommendations for approval of
the relevant college boards, who will make any decision as to the exercise of the college's
powers.
For further information in relation to these matters please refer to Clause 6.3 of Section C of the
Report.