AT THE ANNUAL MEETING of the CORPORATE BOARD held in the College on MONDAY 15 MARCH 2012 at 6.00 p.m. Present B ALLEN in the Chair N Baldry P Fisk P Gillis A Horner A Isherwood N McMillan J G Moorley B Ollerenshaw S Owens A Palmer R Sharp and A Townsend. Apologies for absence were received from A Armstrong and E Lugg. Also in attendance L Oliver (Clerk) and N Davison and S Ruddock (Directorate). 1.
Declarations of Interest There were no Declarations of Interest made prior to the consideration of business.
2.
Constitution The Board was informed that Sunderland University had sanctioned the continuance of Beatrice Ollerenshaw as a Governor of the College. Resolved That B Ollerenshaw be appointed as a Governor for a further period of 4 years commencing on 11 May 2012.
3.
Current Membership The Board noted a report detailing its current membership and vacancies.
4.
Committees of the Board The Board considered a report detailing membership of its current committees and their terms of reference. Included in the report were recommendations of the Search & Governance Committee that The Finance & GP and Personnel Committees be merged into a single Resources Committee; and The role and constitution of the Skills and Enterprise Committee be amended to take account of the changing role of the Skills Centre at Spennymoor. With regard to the latter the Board a proposed constitution and terms of reference was tabled at the meeting and the Board was assured that whilst it was no longer to be a front line committee there would still be regular reports on its activities. A report outlining proposed membership and terms of reference was tabled at the meeting and was discussed as to the adequacy of the arrangements. R Sharp suggested a wider use of tutorial staff be considered.
Resolved 1. 2.
3.
That the recommendation regarding the establishment of a Resources Committee be endorsed. That the recommend nations relating to the new role and constitution of the Skills and Enterprise Working group be endorsed for 12 month period and that a further review of how the new arrangement was working be carried out at the end of that period. That the responsibilities of the Board and its be Committees be as follows and with the memberships as detailed taking into account recommendations of the Search & Governance Committee -
THE CORPORATE BOARD ♦
To determine the educational character and mission of the College and to oversee its activities.
♦
To be responsible for the effective and efficient use of resources, the solvency of the College and the Corporation and for safeguarding their assets.
♦
To approve annual estimates of income and expenditure.
♦
To deal with the appointment, grading, suspension, dismissal and determination of the pay and conditions of service of senior post holders and the Clerk to the Corporation.
♦
To set a framework for the pay and conditions of all other staff.
♦
To appoint members to the Corporation having first considered the advice of the Search & Governance Committee in relation thereto.
♦
To appoint a Search Committee in accordance with the College Instrument.
♦
To appoint an Audit Committee in accordance with the College Instrument.
♦
To appoint such other committees and determine their terms of reference as the Board thinks appropriate
♦
Risk Management
COMMITTEES OF THE BOARD RESOURCES COMMITTEE ♦
Consider and recommend to the Corporate Board for approval the annual and longer term budgets.
♦
Authorise the Chief Executive to exercise virement between all budget heads (except those specifically excluded by the Corporate Board) provided such virement does not change the overall estimated surplus or deficit, unless previously approved by the Corporate Board.
♦
Consider and recommend to the Board for approval the end of year figures.
♦
Consider and approve investment matters within the terms of the Board’s policy statement and receive reports from the Director of Finance detailing investment decisions taken accordingly.
♦
Consider and approve the College’s charging policy.
♦
Consider and review the Financial Regulations of the College and recommend changes to the Board for approval.
♦
Consider and approve all matters concerning the processing of contracts and tenders.
♦
Consider and approve the write off of stock and un-reclaimable debts.
♦
Consider and approve Student Association finances.
♦
Consider and approve all policy matters involving the management of premises and grounds and recommend to the Board for approval issues in relation to acquisitions, disposals, etc.
♦
Receive appropriate financial reports from the Chief Executive on a regular basis (including details of any virement undertaken) and provide as necessary guidance and recommendations to the Chief Executive and the Board.
♦
To recommend the annual financial statements to the governing body for approval.
♦
To consider any item of a general nature not within the remit of the Board or any other Committee
♦
To monitor Strategic Priority 2.
♦
Risk Management
♦
With the exception of those responsibilities assigned to the Board and the Remuneration Committee in relation to Senior Post Holders, consider all employment issues, including the establishment and review of policy statements and recommend the Board accordingly.
♦
Consider and approve matters relating to health and safety issues.
♦
Within the policies of the Board, consider and approve matters of student discipline.
Membership (7) Chair and Vice Chair of the Corporation, Chief Executive and four other members of the Board. Allen Armstrong, Fisk, Moorley, Owens Townsend, the Chief Executive.
AUDIT COMMITTEE In accordance with AoC Circular 4/03 the Committee has agreed to comply with any request to call a special meeting from the internal auditor, funding auditor or financial statements auditor. The Committee’s terms of reference are as follows – ♦
To advise on the adequacy and effectiveness of the College’s systems of internal control; arrangements for risk management; control and governance processes; and securing economy, efficiency and effectiveness.
♦
To advise on the appointment, reappointment, dismissal and remuneration of the financial statements auditor and the Internal Audit Service (IAS)
♦
To advise on the scope and objectives of the work of the IAS, the funding auditor and the financial statements auditor.
♦
To ensure effective co-ordination between the IAS,, the funding auditor and the financial statements auditor including whether the work of the funding auditor should be relied upon for internal audit purposes
♦
To consider and advise on the audit strategy and annual internal audit plans of the IAS
♦
To advise on internal audit assignment reports and annual reports and on control issues included in the management letters of the financial services auditor and the funding auditor, and management’s responses to these.
♦
To monitor within an agreed timescale the implementation of agreed recommendations relating to internal audit assignment reports, internal audit annual reports, the funding auditor’s management letter and spot check reports on the financial statements auditor’s management letter.
♦
To consider and advise on relevant reports by the National Audit Office, the L+SC and other funding bodies, and where appropriate management’s response to these.
♦
To establish in conjunction with College management, relevant annual performance measures and indicators, and to monitor the effectiveness of the IAS and financial statements auditor through these measures and indicators and decide, based on this review, whether a competition for price and quality of the audit service is appropriate.
♦
To produce an annual report for the corporation and accounting officer, which should include the committee’s advice on the effectiveness of the College’s risk management, control and governance processes, and any significant other matters arising from the work of the IAS, the funding auditors and financial statements auditor,
♦
To ensure that all allegations of fraud and irregularity are properly followed up.
♦
To be informed of all additional services undertaken y the AS, the financial statements auditors and the funding auditors.
♦
Risk Management
Membership (5) Five members of the Board other than the Chair, any member who has an executive role in the management of the College or a member of the F & GP Committee. Baldry, Lugg Townsend and 2 vacancies. REMUNERATION COMMITTEE ♦
To consider and advise the Board on the specific remuneration packages of the Principal and other senior post-holders, including the following component elements – Basic salary Benefits in kind Annual bonus/performance related elements Pension provisions
♦
To advise the Board on any compensation (including augmentation of pension benefits) which may be payable in the event of the early termination of the employment of the Principal or other senior post-holder.
Membership (5) Chairs of the Board and Resources Committee and 3 other members. Allen, Baldry, Fisk, Lugg, and Townsend
SEARCH & GOVERNANCE COMMITTEE ♦
To advise on the appointment of new members of the Corporation and such matters relating to membership as the Corporation may remit to them.
♦
To adjudicate on the reappointment of existing members of he Corporation taking into account their past performance as a member and the added value they give to the decision making process of the Corporation, regardless of how many terms of office the individual has held.
♦
To adjudicate on any report arising from the investigation of a complaint against any member(s) of the Corporation.
♦
If a member under investigation is a member of the Committee they shall not be called to attend the meeting except to answer questions of the Committee in relation to the complaint.
♦
Any member attending such an adjudication as the person under investigation may be accompanied.
♦
To review annually the Corporation’s decision making process and to recommend changes to the Annual Meeting of the Corporation.
♦
To consider and advise on Good Governance issues.
♦
Risk Management
Membership (7) The Chair and Vice-Chair of the Board together with the Chairs of the Audit, Resources and Quality and Curriculum Committees the Chief Executive and E Lugg. Allen, Baldry, Fisk, Lugg, Moorley*, Townsend* and the Chief Executive. * As A Townsend has dual representation as Vice-Chair of the Board and Chair of Curriculum and Quality Committee J G Moorley has been added to membership of the Committee. STRATEGIC OPTIONS REVIEW COMMITTEE •
Investigate the full range of strategic development proposals and evaluate the merits and implications of each
•
Monitor and evaluate the impact of funding and other policy changes and if necessary agree the level of cost savings required, ensuring that the necessary savings are achieved on time and within budget
•
Monitor the College’s business planning and development strategies including the achievement of related targets
•
Report progress and make recommendations as appropriate to the Corporate Board.
Membership (7) The Chair and Vice-Chair of the Board together with the Chairs of the Audit, Resources and Quality and Curriculum Committees and the Chief Executive. Allen, Baldry Fisk, Lugg, Moorley*, Townsend* and the Chief Executive. * A Townsend has dual representation as Vice-Chair of the Board and Chair of Curriculum and Quality Committee J G Moorley has been added to the membership of the Committee. QUALITY AND CURRICULUM COMMITTEE ♦
To monitor progress against local and national targets and performance indicators
♦
To monitor the achievements of students, including success in achieving qualifications, retention and completion rates, and destinations
♦
To review resources and their impact on effective teaching and learning
♦
To review the effectiveness of the assessment and monitoring of learning
♦
To evaluate how effectively curriculum programmes, courses and services meet the needs and interests of learners To review how well learners are guided and supported
♦ ♦
To ensure equality of access to learning opportunities and secure an inclusive learning environment
♦
To evaluate the effectiveness of leadership and management in raising achievement, improving standards and supporting learning
♦
To produce an annual report for consideration by the Corporate Board
♦
To make recommendations regarding targets to the Corporate Board
♦
To monitor Strategic Priorities 1,3 and 4
♦
Risk Management
Membership (6) The Chair of the Corporation, the Chief Executive and four other members of the Corporation. Ollerenshaw,, Palmer, Townsend, the Chief Executive and 2 vacancies.
APPEALS COMMITTEE (Disciplinary, grievance issues, etc.) To hear and decide on appeals arising from the College’s discipline, grievance and other procedures, excluding senior post-holders. Precise membership to be determined when circumstances arise. N.B. This is not a standing committee as no member of the Corporation may sit if they have sufficient prior knowledge of the matters to be heard as to render them ineligible. The Chair and Vice-Chair of the Corporation, the Chief Executive and Staff Governors are specifically excluded. Quorum: Four members. SPECIAL COMMITTEE (Dismissal of senior post holder) To examine the case for dismissal of a senior post-holder (as defined in the Instrument and Articles of Government) as agreed by the Board. Membership Precise membership to be determined when circumstances arise. N.B. This is not a standing committee as no member of the Corporation may sit if they have sufficient prior knowledge of the matters to be heard as to render them ineligible. The Chair and Vice-Chair of the Corporation, the Chief Executive and Staff Governors are specifically excluded. Quorum: Four members. APPOINTMENT PANELS Precise membership to be determined when required. To appoint a Principal At least 5 members of the Corporation including the Chair or Vice Chair of the Corporation. To appoint a Senior Post Holder At least 3 members of the Corporation and the Principal. Representation on College Committees SKILLS AND ENTERPRISE WORKING GROUP • • •
To share College strategies that will engage employers and promote sustainable economic growth within the local community Monitor student recruitment on employer responsive provision and inform marketing strategies Monitor the College business plan and performance indicators in relation to employer responsive provision
• •
Evaluate labour market information and inform curriculum planning frameworks Support employers in the development and implementation of corporate and Social Responsibility (CSR) Strategies
•
Membership of 14 from a variety of sectors including Governors, the College, the County Council and other outside agencies. STUDENT COUNCIL GROUP To consider and review the implementation of the Education Act 1994 – Part II Students Union. Corporate Board representation – Three Lugg and Ollerenshaw and 1 vacancy HEALTH & SAFETY COMMITTEE Corporate Board to provide the Chair of the Committee - E Lugg RISK MANAGEMENT WORKING GROUP E Lugg
5.
Draft Calendar of Meetings The Board approved a proposed calendar of meeting s for 2012/13 with the exception that the Chair of the Resources Committee would need to decide the date of that Committee which has been affected by the Queen’s Jubilee Celebrations.
6.
Minutes The Minutes of the meeting held on 5 December 2011 were confirmed as a correct record and signed by the Chair. The Board was informed that with regard to Minutes 13 – Student Issues - the smoking shelter meets legal requirements and where necessary taxis had been provided to cope with any problems from the new bus contracting arrangements.
7.
Draft Minutes of Committees and Chairs Reports The Board considered the following draft Minutes of Committees and Chairs reports where given – Audit Committee of 5 March 2012 The Board considered a recommendation from the Committee that Baker Tilly be reappointed as Financial Statements Auditor fro 2011/12.
Resolved That the recommendation be adopted. Finance & GP Committee of 20 February 2012 The Chair referred to the presentation received on the Financial Forecast and the progress made with regard to the outsourcing of Catering Services and the Nursery. Personnel Committee of 13 February 2012 In the absence of the Chair of the Committee the Chair of the Board reported that progress was being made with regard to the analysis of the Staff Questionnaire and implementing its findings. He also reported that the new system for dealing with staff absences had had an immediate effect with current absence rates below the national average. The Board noted that the Committee Chair had thanked the staff for the way in which they had carried out their duties over the years and recorded their thanks to Edwina Lugg for her as Chair of the Committee for many years. Search & Governance Committee of 6 February 2012 The Chair referred to the approaches being made regarding the recruitment of a Governor from the Auckland Castle Trust and to the possibility of the Bishop establishing an affiliation with the College. There was also a debate about the recommended merger of the Finance & GP and Personnel Committee when it was agreed that if it was considered not to be working then the decision could be reversed. The Board also considered the following recommendations of the Committee that – the Code of Conduct and Standing Orders requite no amendment; and Risk Management be embedded into the remit of all committees Resolved That the recommendations be adopted. 8.
Ofsted Inspection Reports The Board considered the formal notification of the results of the Ofsted Inspection and the Provider Financial Assurance report on the validation of the College’s FMCE Return for 2010/11.
Resolved That the reports be received. 9.
Instrument and Articles of Government The Board considered a letter of 29 February 2012 seeking comment on the introduction of changes to the Instrument and Articles of Government relating to the procedures for establishing and dissolving a corporation and the prescribed bodies regulations. Resolved That no comment be made on the proposed changes.
10.
The English Colleges Foundation Code of Governance The Board considered a circular from the AoC commending the new Foundation Code of Governance and advocating its adoption. The Board was informed that the Code taken together with the proposed changes to the Instrument and Articles of Government could have wide ranging implications for Colleges should they choose to so do. The Clerk outlined some of the possibilities once the changes were implemented and suggested that the matters be referred to the Search & Governance Committee for consideration. S Owens referred to point 1.6 of the Code – Governor wider responsibility to College – and to his personal goal of championing the cause of rural west Durham in terms of educational provision by the College. He received an assurance that this was acceptable given his general approach to the business of the Corporation. Resolved That the implications of the changes to the Instrument and Articles of Government and the Foundation Code be considered at the next meeting of the Search & Governance Committees.
11.
KPI Monitoring Report (Strategic Priorities) The Board noted the KPI Monitoring Report as the presentation under the following items would include most of the issues presented.
12.
Financial Report The Board received a report on the following financial matters – Financial Report December 2011 and Full year Forecast 2011/12 Initial Allocations 2012/13 Financial Report January 2012 and received the following presentation with some updated figures that had been given at the Finance & GP Committee on 20 February 2012. FINANCIAL FORECAST: The Vice Principal for Finance and Resources presented a revised forecast for the current year reflecting the changes in income and the measures which should be taken to achieve a surplus of 2%. The proposed actions were: • • • • •
Achieve Adult Skills and Apprenticeship income targets using partnering out Implement further savings of £70k in staffing Control non pay expenditure within original budget Manage end of year debtor and creditor balances to achieve the covenant minimum cash flow ratio Intended outcome targets: good financial health, avoidance of a large scale restructure and covenant cash flow of 1:1.23 (minimum is 1:1.15)
BANK COVENANT: • • •
The Vice Principal for Finance and Resources reported that current modelling based on the revised forecast indicates that the Bank covenants should be met subject to close monitoring of the cash and creditor positions. Barclays are aware of the College’s current position. It was noted that the tolerances are very fine and dependant upon achieving the revised budget.
ENROLMENTS: The presentation included information on – Achievement to date against the curriculum plan for the Adult Skills Budget Allocation 2011/12 and planned activity for January to July 2012 Learner numbers and income generated for the 16 – 18 year group Planned activity for the 16 – 18 year group Planned activity for apprenticeships With regard to the bank Covenant the Board was reminded that the loan was taken at a time before the current financial crisis but as a last resort it might be considered prudent to use cash reserves to reduce the mortgage and consequent repayments. The Board was also assured that the changes made to meet the terms of the Covenant in the current financial year had been accommodated in next year’s budget.
13.
Curriculum & Quality Matters The Board noted a report on progress to date and developments in relation to Curriculum & Quality matters including the following – Quality Improvement Plan 2011/12 Attendance, Class Sizes and In-Year Retention Outcomes from Curriculum Standards Team Reviews Curriculum Planning 2012/13 Developments relating to Employability Agenda Apprenticeship Developments Attached to the report at Appendix 1 was the Quality Improvement Action Plan: Headline Developments Status Report to March 2012. Appendix 1 showed which areas in the QIAP had been achieved, partially achieved and outstanding priority areas. Some new action points had been added as a result of the recent Ofsted inspection. Further progress is to be reported to the Curriculum & Quality Committee.
14.
Safeguarding The Board noted a report on the following safeguarding issues – Designated persons contact details Training Referrals Risk Assessments Disciplinary Data Perception of Safety in College Ofsted feedback Co-ordination with external agencies With regard to College safety it was considered that the role of the 2 PCSOs in College was too passive and it was agreed that tis be looked into including the provision of an interview room. Feedback from the Ofsted inspection had been very positive. Disciplinary data showed a gradual fall in the number of disciplinary actions taken against students.
15.
College Intranet G Cook gave a presentation on how Governors could access the Staff Intranet and the proposed Principal’s Blog.
16.
Date of Next Meeting The Board noted the dates of the Governor Training Day/Chair’s Forum on 26 March 2012 and the Corporation Strategic Planning Workshop on 21 May 2012.
17.
Minutes of the Remuneration Committee In accordance with the Instrument and Articles of Government the Board RESOLVED that the Student and Staff Governors be excluded from consideration of the following item of business. The Board considered the Minutes of the Remuneration Committee held on 13 February 2012. Resolved That the recommendations of the Remuneration Committee be adopted.