HEA announces external review into the spin-out and sale of companies from TSSG

Posted: 9 June, 2017

The Higher Education Authority (HEA), has appointed Michael McLoone to conduct an External Review into the spin-out and sale of FeedHenry and other spin-out companies from the Telecommunications Software and Systems Group (TSSG) at Waterford Institute of Technology. The setting up of the review arises from recent discussions at the Committee of Public Accounts and a request from WIT to the HEA to validate an internal review previously carried out by WIT itself. The HEA will oversee the review and it is expected that the review will be completed by 30th October 2017.

Michael McLoone is a former County Manager with Donegal County Council, a former Chair of Letterkenny IT Governing Body, a former Board Member of Enterprise Ireland and has acted as facilitator for strategic reviews in a number of areas, including the Arts Council and the Prison Service.

Terms of Reference

Waterford Institute of Technology (WIT) has recently completed an internally-led review on matters relating to a company, FeedHenry, which was spun-out from the Telecommunications Software and Systems Group (TSSG) headquartered in WIT.   Following the finalisation of the review, the President of WIT wrote to the Higher Education Authority (HEA) requesting that it appoint an external expert in the field of commercialisation to validate the review. The HEA agrees that an external validation of the review is appropriate and that it should extend beyond the current case to the governance, policies and procedures for commercialisation activities of the TSSG particularly as they relate to spin-out companies. It is therefore proposed that an external reviewer will be appointed by the HEA to examine these issues in the context of national policy and initiatives in this area which includes:

The reviewer will receive details of the matters of concern that have been raised and, where appropriate, the reviewer can interview or consult with relevant members of staff of TSSG and WIT and other persons in relation to these matters.

The following terms of reference will apply:

• Having regard to the national guidelines and policy applicable over the period, examine whether appropriate policies and procedures were in place and implemented in respect of activities related to FeedHenry and other spin-out companies from the TSSG;
• Consider the adequacy of the decision-making structures regarding IP commercialisation in WIT in respect of FeedHenry and other spin-out companies from the TSSG, including remit, membership, reporting and their links to the wider Senior Management Team and governance of the institution;
• Assess whether conflicts of interest were appropriately managed throughout the creation of the IP which underpinned the establishment of FeedHenry, the spin-out of that company and the subsequent rewards secured by WIT staff upon its sale to Red Hat. These issues will also be examined in respect of other spin-out companies from the TSSG.
• Having considered the above issues, assess whether the WIT internal review identified and appropriately considered all issues of relevance to the development of IP and spin-out and subsequent sale of FeedHenry;
• Having reviewed the issues set out above, the reviewer will consider the matters of concern that have been raised and prepare a report that shall make findings and / or recommendations for TSSG, Waterford Institute of Technology, relevant national agencies and government departments.  This might include issues related to IP policies and procedures, governance, HR, financial and other administrative processes and procedures.

The HEA will oversee the review and will commission an appropriate independent external reviewer to conduct the exercise. It is estimated that the review will take 20-30 working days to complete.  The HEA Executive will support the reviewer in general administration, analysis of material and gathering of relevant data as required.

HEA, in conjunction with Knowledge Transfer Ireland (KTI), is commissioning a rolling national review of the broader governance issues associated with IP policy and implementation within the HEI sector particularly in respect of spin-out companies. The reviewer will be expected to draw on such information as is available from this separate study to inform the review that is the subject of these terms of reference, particularly as it relates to good practice examples elsewhere in the Irish higher education system and internationally. KTI will also support the reviewer in providing advice on current IP policy and practice and international good practice.

Timeframe

It is expected that the review will be completed by 30th October 2017. In the event that it is not practicable to make a final report within this timeframe, an interim report will be provided.