Spinouts Committee

Spinouts Committee reports to University Executive Board (UEB).

Terms of reference

Objectives and outcomes

The purpose of the Spinouts Committee is to monitor the development and performance of University’s portfolio of spin-out companies, including the review and approval decisions as required related to specific companies and UoY’s shareholding.

The Research, Innovation and Knowledge Exchange Directorate (RIKE) manages all pre-spin-out company activities and the approvals and formation process of new spin-outs according to the University's commercialisation process, Regulation 12, and Contract Signature Framework. After formation, RIKE monitors and manages the companies based on their category, consulting with relevant committees and the Finance Director as needed, and requesting approval for relevant shareholder decisions as required.

Remit

The remit of Spinouts Committee is to:

receive regular reports on UoY’s existing spin-out company portfolio, summarising key events, financial performance, and development of the company against the founding objectives (including prospects for a share exit event where appropriate).
make relevant shareholder decisions for portfolio companies, as required. Due to fast timescale requirements of some transactions, these decisions may have to be taken outside of the meeting and approved by chair's action, in which case a paper will be shared with at least 4 days' notice before a decision is required. This process will be reviewed and aligned with the University’s Contract Approval and Signature Framework.
select University-nominated directors and board observers for spin-out companies, where we can appoint.
operating within a budget and parameters set by the University Executive Board, decide
and approve case-by-case opportunities for the University to invest in the new and existing spin-out companies, balancing any tension between financial risk and supporting spin-outs to deliver public good.
decide and approve the sales of University shares in a spin-out company, in line with our public position statement.
develop the pipeline of potential new spinout company opportunities being developed through RIKE.
monitor and review the effectiveness of managing the corporate risk(s) and other key risks related to the Committee's business and advising and assuring the relevant UEB corporate risk owner.

Committee authority, reporting and frequency

Authority

Spinouts Committee has budgetary control and decision-making authority as set down in these terms of reference and related policy and documentation, including the Scheme of Delegated Authority (SoDA).

Reporting to UEB

Spinouts Committee reports key points arising from its meetings to UEB as follows:

Frequently: Up to four times per year: via minutes.
Ad hoc: where urgent University-wide matters pertaining to academic services require direct escalation to UEB for decision or discussion.

Reporting to the Committee

Spinouts Committee has no core committees reporting to it. However, Spinouts Committee is empowered to establish its own sub-groups and committees to reflect the requirements of University-level initiatives, promoting a task and finish approach where possible. The actions of the sub-groups/committees (or updates drawn from these in writing) should be presented to Spinouts Committee on a timely basis.

Meetings

Meeting Frequency

The Board will meeting at least four times per academic year. Additional meetings may be called at the discretion of the Chair.

Meeting modes

Meetings will be held either in-person, online or via a hybrid format, subject to agreement by members.

Meeting dates 2026-27

Date	Time
To be confirmed	To be confirmed
To be confirmed	To be confirmed
To be confirmed	To be confirmed
To be confirmed	To be confirmed

Constituency and Members

The Committee’s membership comprises ex officio members.

Other membership considerations

Academic and Professional Support staff members are drawn from across the University and between them have sufficient experience to be able to speak to the matters discussed by Spinouts Committee from a range of levels and experiences.

In consultation with the Chair, members may authorise an appropriate colleague to represent them if they are unable to attend a meeting. Individual colleagues may be invited to attend in order to advise and inform on select items as and when the need arises.

Quorum

50% of members, or 50% rounded up where the number of members is odd.

Membership Review

Membership will be periodically reviewed by the Committee itself on behalf of UEB's approval by the Chair. Membership is otherwise coterminous with the individual’s appointment term. Gender balance and wider EDI considerations should be factored into the Committee’s reflection on its own size and composition.

Members

Professor Sarah Thompson, Pro-Vice-Chancellor for Research (Chair) or nominee
Nigel Alcock, Chief Financial and Operating Officer or nominee
Justine Daniels, Director of Research, Innovation and Knowledge Exchange (RIKE)
Professor Kiran Trehan, Pro-Vice-Chancellor for Enterprise, Partnerships and Engagement
An independent member of Council with relevant expertise and experience (co-opted for a term of three years)
- Vacancy
An external investment expert (co-opted for a term of three years)
- Vacancy
A minimum of one academic member of staff (up to a maximum of three) with relevant experience, nominated through the Faculties (i.e. the Dean of Faculty)
- Vacancy

Nominees

Professor Tarl Prow, Associate Pro-Vice-Chancellor for Research for Professor Sarah Thompson
Jamie Holliday, Finance Director for Nigel Alcock