The Chairman asked if any Member had any interest to declare in any item on the agenda. There were no declarations of interest.

Transcription

1 WARRINGTON COLLEGIATE SEARCH AND GOVERNANCE COMMITTEE MINUTES OF A MEETING HELD ON 17 SEPTEMBER 2014 Present: Denis Ashton Keith Bland Colin Daniels Jackie Gifford Paul Hafren (Chairman) (Principal) In attendance: Frank Hardman (Clerk to the Corporation) Joan Parker (Governance Administrator) PART I 35.1 APOLOGIES FOR ABSENCE To receive any apologies for absence There were no apologies for absence DECLARATIONS OF INTEREST The Chairman asked if any Member had any interest to declare in any item on the agenda. There were no declarations of interest MINUTES OF THE MEETING HELD ON 14 MAY 2014 To receive and approve the minutes of the meeting held on 14 May 2014 A Member commented that on the first line of page 4 of the minutes, the productivity target for 2014/2015 should have read 75k per fte. Subject to this amendment, the minutes were received, confirmed and signed as a correct record. Members received and approved the minutes of the meeting held on 14 May MATTERS ARISING To consider any matters arising Further to Actions 1 and 2: A Member had placed an advertisement for Governors in the Chamber of Commerce Newsletter and forwarded a copy to the Clerk. Another Member had brought the advertisement to the attention of work colleagues and had circulated it amongst her professional contacts. In both cases, no responses had been received. Further to Action 3: The Director of Quality had confirmed she was seeking a nomination for a second Student Governor from amongst the HE student fraternity as the first Student Governor was an FE student. The Chairman emphasised that finding a second Student Governor was a priority. Further to Action 4: The FE and Skills Data Dashboard had been included on the agenda of the Governors Strategic Session held on 2 July Search and Governance Committee Minutes 17 September

2 Recruitment of Potential Governors Lengthy discussion took place on the recruitment of potential Governors. A Member commented that he was a member of the AoC Governors Council where Governor Recruitment was regularly discussed and many Colleges were experiencing similar difficulties. Several suggestions were put forward by Members including: Clerk to contact Gary Skentlebury of Warrington Worldwide to ask if he would post an article on their website and/or include an advertisement in their magazine, which was widely distributed across the town. The Collegiate had links to Warrington Worldwide and were co-sponsors of the magazine. The Clerk informed Members that, as a consequence of the resignation of Peter Cudlip, Chair of Audit Committee, he had contacted Trevor Rees the Senior Partner at KPMG who had had some success with recruiting Governors with an accountancy background. He was awaiting a response. The Clerk informed Members he had recently written to six local accountancy firms asking if they had anyone interested in becoming a Governor at the Collegiate, outlining the role of Governor and commitment required as to number of meetings and the fact that the role was unremunerated. He was awaiting responses. As advised under Action 3 above, steps were being taken to recruit a second Student Governor with the help of the Director of Quality and Student Liaison Officer. Action 1: Clerk to contact Gary Skentlebury regarding posting an article on the Warrington World website and/or in their magazine, inviting interested parties to contact the Clerk at the Collegiate Trust Matters One of the outcomes of the Governors Strategic Session was that the Corporation wished there to be more alignment between the Trust Board and the Collegiate Corporation. The Principal had produced a paper entitled Trust Matters which was to be discussed with Members of this Committee. The paper was tabled. The Principal put forward a set of implications and action points which included: 1) The Warrington Collegiate Strategic Plan to incorporate the inclusion of the Trust and its own strategic development and operational plan. The latter would then be monitored by both the Trust and the Corporation accordingly. 2) The Trust meeting and reporting arrangements should be aligned with the meeting and reporting arrangements of all of the other Collegiate sub-committees. The Clerk and Principal had already ensured this had happened. 3) In future, it is recommended that all trustees of the Trust need to be non-executives of the Collegiate. This can obviously include external members as is the case with other subcommittees. Senior managers of the Collegiate are, therefore, officers of the Trust and not to be appointed as trustees. The current arrangements where all ELT members are trustees will, therefore, have to be changed by due process. It needs to be noted that further trustees will be assigned to the Trust from Future Tech studio school during the Autumn term 2014 and Parent representation is to be put in place. 4) Given the retirement of the current Principal (who is also, at present, the Chair of the Trust) the role of Chair will need to be assigned to one of the trustees. It is recommended that Search and Governance Committee Minutes 17 September

3 Governors decide upon the process for this prior to the December Trust meeting at the latest. 5) Moving to these arrangements will also require there to be a structural arrangement agreed as regards the executive roles that need to be carried The Principal took Members through the main points and in summary: - There was a need to treat the Trust like a sub-committee of the Corporation although it does have its own legal entity for funding etc. - If this was the case, it would be good practice to take the Collegiate s Strategic Plan and the Trust s Plan and blend them together - The College s Strategic Plan was currently being reviewed and would be brought back to Members for their approval - Meetings of the Trust Board would need to fit in with the cycle of meetings of the Corporation - If the Trust was a sub-committee of the Corporation, Trustees could not be Officers of the Collegiate as they were currently and would have to be made up from Governors of the Collegiate - With this in place, the Trust would need to make a contribution towards the work of the Principal and the Deputy Principal: Finance and Resources undertaken on behalf of the Trust - The Future Tech Studio School would probably wish to elect representatives from the Local Governing Body onto the Trust Board, as was the case with Beamont Collegiate Academy - The role of Chair of the Trust Board would fall into this situation as the Chair would have to be a Trustee and this would exclude the Principal of the Collegiate - Regarding the appointment of a new Principal, the role and activities of this position relating to the Trust needed to be embedded into the job description i.e. time commitment required from the Principal - The new Principal would also line manage the Principals of the Studio School and Beamont Collegiate Academy These were the implications the Corporation had requested, and had asked that the arrangements were endorsed by the Search and Governance Committee The Chairman thanked the Principal for producing the paper which was comprehensive and detailed. He continued that he would like to take this forward prior to the December meeting of the Trust Board, when the Principal would have stepped down from the position of Chair of the Trust Board. The first priority was to elect a Chair of the Trust Board and identify who would service the meetings going forward. The Chairman of the Committee and Committee Members confirmed their agreement with the contents of the report. It was proposed that the Clerk to the Corporation should put together a paper outlining the proposals above and bring to the attention of Committee Members as soon as possible. Action 2: The Clerk to produce a report, to be forwarded to Committee Members, on the implications of the recommendations above CHAIRMAN S ACTIONS To consider and, if so minded, to approve any actions taken by the Chairman on behalf of the Committee The Chairman confirmed that no actions had been taken on behalf of the Committee since the last meeting. Search and Governance Committee Minutes 17 September

4 35.6 MEMBERSHIP MATTERS MEMBERSHIP OF THE CORPORATION AND ITS COMMITTEES i) To consider and, if so minded, to recommend to the Corporation that the size of the Corporation should remain at 20 Members, and ii) To agree what further action be taken to fill the two vacancies for External Members on the Corporation, and iii) To consider whether to recommend to the Corporation the re-appointment of John Joyce, External Member, for a further term of office of 4 years or that this be treated as a vacancy Copies of a report entitled Membership of the Corporation and its Committees had been circulated with the agenda. i) The Clerk reported that the size of the Corporation had previously been set at 20 Members. Discussion ensued on whether this was still an appropriate number and it was proposed by Colin Daniels, seconded by Denis Ashton and agreed by all Members present that the status quo should remain and that a recommendation be made to the Corporation at its meeting in December that the size of the Corporation should stay at 20 Members, for the time being. Members were aware that under the New Freedoms Colleges had the power to change the membership and size of their Corporations without the permission of the Secretary of State. Consideration of a move to a Group Structure was being given by the Corporation. ii) iii) As reported under 35.4 Matters Arising, actions to be taken to fill the two vacancies for External Members had already been discussed with Members of the Committee and appropriate steps put in place. The Clerk reported that John Joyce, External Member had already served two terms of office of 4 years each and under Standing Orders was not eligible to serve another term. Attention was drawn to a provision in Standing Orders that the Corporation may vary this general rule if there were exceptional circumstances. The Chairman said that John Joyce had financial expertise and was a Councillor on Warrington Borough Council and, as such, was the last link the Collegiate had with the local Council, having lost 1 Council Member and 2 Officers of the Council over the past 2-3 years. Although Local Council Membership was no longer a membership category, Members felt that it would be beneficial to maintain a link with the Local Council and agreed that John Joyce should be re-appointed for a further 4-year term of office under the clause in Standing Orders relating to exceptional circumstances. The Clerk reported that he had sought the views of Members on whether they wished to serve on different Committees in order to broaden their knowledge of Collegiate matters and to give them the option to change if possible. He reported that one Member had expressed a wish to serve on the Standards and Curriculum Committee instead of Finance, Human Resources and Estates Committee. However, as the Member was a qualified accountant, it was believed his strengths would lie in the work of the Audit or Finance Committee. The Clerk indicated he would look at his application to change Committees and provide feedback to Members before the next Full Corporation meeting to be held in December. He stated that all other Members had expressed a wish not to change Committees. Action 3: The Clerk to look at the application from a Member to serve on a different Committee and report back to Members as soon as possible. Action 4: The Clerk to prepare a report for the meeting of the Corporation to be held on 3 December 2014 on the recommendations of the Committee relating to the size of the Corporation and the re-appointment of John Joyce. Search and Governance Committee Minutes 17 September

5 Members: i) considered and recommended to the Corporation that the size of the Corporation should remain at 20 Members, and ii) agreed on further action to be taken to fill the two vacancies for External Members on the Corporation, and iii) recommended to the Corporation the re-appointment of John Joyce, External Member, for a further term of office of 4 years with effect from 4 December ATTENDANCE OF MEMBERS AT MEETINGS OF THE CORPORATION AND ITS COMMITTEES DURING 2013/2014 i) To review the attendance of Members at meetings of the Corporation and its Committees during 2013/2014, and ii) To consider and recommend to the Corporation the overall target for attendance at meetings of the Corporation and its Committees during 2014/2015 Copies of a report entitled Attendance at Corporation Meetings and its Committees during 2013/2014 had been circulated with the agenda. The Chairman reported that attendance at Committee meetings during 2013/2014 had been high at between 79% and 86% and the attendance figures at Corporation meetings were marginally lower at 76%. However, the Clerk reported that individual Members who were below target had given good reasons for their non-attendance and had kept the Collegiate informed as to why they could not attend. A Member pointed out that attendance of 60% at the Senior Staff Salaries Committee was acceptable, given that only one meeting had taken place during 2013/2014 and that non-attendance by two Members had brought the percentage down significantly. Another Member said he would like to congratulate the Standards and Curriculum Committee for the highest attendance rate of 86% which was a good achievement given the high number of Members serving on the Committee. After much discussion amongst Members, it was agreed that a target figure of 82% attendance was achievable during 2014/2015. Members: i) reviewed the attendance of Members at meetings of the Corporation and its Committees during 2013/2014, and ii) considered and recommended to the Corporation the overall attendance target of 82% during 2014/ GOVERNOR TRAINING 2013/2014 To receive and note a report on Governor Training during 2013/2014 Copies of a report on Governor Training 2013/2014 had been circulated with the agenda. The Chairman stated that the report covered External Events attended by Members, In-house Events and meetings attended by Members and notified attendance with assigned curriculum areas through Governor Links. He stated that events covered in the report were wide and varied. Members reported on other events that had not been recorded in the report i.e. - North West AoC Committees which the Principal had chaired until recently; - AoC Governors Council meetings held in London attended by the Chairman of the Corporation; - Local Enterprise Partnership meetings attended by the Principal and the Chairman of the Corporation; Search and Governance Committee Minutes 17 September

6 - Skills for Warrington events also attended by the Principal and Chairman of the Corporation. The Clerk asked Members to him with details of events not recorded in the report and he would update the report in readiness for the Corporation meeting in December Since this report had been produced, two workshops had been held on Finance and Curriculum matters which had been well attended. The Governance Administrator to the report to all Members and ask them to send an update on training events attended, where necessary. Action 5: The Clerk and the Governance Administrator to amend the Governor Training Records from 2013/2014, based on updates from Members, and submit revised version to Full Corporation in December. Members received and noted a report on Governor Training during 2013/ SKILLS AUDIT To receive and note a report on Skills Audit of Members of the Corporation and to determine any actions to be taken Copies of a report entitled Skills Audit of Members of the Corporation had been circulated with the agenda. The Clerk reported that it was a good practice requirement for Members to complete a proforma of skills. This would have benefit of identifying skills gaps, inform recruitment of Members, identify any future training needs and allow Members to give their views on areas highlighted as well as to record their observations or actions that could be followed up. The proformas had been sent out to all Members, and the analysis was based on responses received from 16 Members within the deadline given. The Clerk reported that since the analysis had been done, a further response had been received which would be incorporated into a revised version, for submission to the Corporation. Under sections 1 and 2 Gender and Age Range, as raised by the Principal last year, the challenge was to recruit female Members of the Corporation and suggestions on how this could be achieved were welcomed. A detailed discussion ensued on the imbalance in gender and age range which Members were aware of and it was felt that, in future, these areas should be highlighted in order to improve recruitment and to encourage potential female and younger Members. In the recruitment of Members, these two areas had been a continuing challenge and ones which Members were keen to address. Under section 10 Qualifications, as reported under Matters Arising the Clerk had written to various companies and had approached KPMG to seek nominations from people with financial expertise. The Clerk was asked to prepare a report for Members and to give feedback on this at the next meeting. It was also reported that two workshops had recently taken place covering Finance and Curriculum matters which were well attended. Action 6: The Clerk to provide a report on responses received to various communications regarding recruiting Members with financial expertise. Under section 11 Sector and recruitment of Members from different sized organisations, this would again be publicised through the Chamber of Commerce Newsletter Members received and noted a report on Skills Audit of Members of the Corporation and determined actions to be taken. Search and Governance Committee Minutes 17 September

7 35.10 REVIEW OF THE STANDING ORDERS OF THE CORPORATION To consider and, if so minded, to recommend to the Corporation approval of the proposed changes to the Standing Orders Copies of an amended version of Standing Orders had been circulated with the agenda, showing deletions in red and additions in blue. The Clerk reported on the main changes to Standing Orders which related to: - Update on Committees Terms of Reference and changes to membership - Terms of Reference of the Audit Committee had been substantially changed as a result of the introduction of the new Joint Audit Code of Practice (JACOP) which was now a legal requirement - On page 19 - Appointment of Corporation Members and their Terms of Office, there was an addition relating to seeking nominations from stakeholder organisations which reflected what the Collegiate had been endeavouring to achieve for some time. Following further discussion, Members recommended the proposed changes to Standing Orders. Members considered and recommended approval to the Corporation of the proposed changes to Standing Orders COLLEGIATE CODE OF CONDUCT FOR CORPORATION MEMBERS To consider the revised Collegiate Code of Conduct for Corporation Members and, if so minded, to recommend approval by the Corporation Copies of a revised Collegiate Code of Conduct for Corporation Members had been circulated with the agenda. The Clerk reported that since the Nolan Report, every college was required to have a Code of Conduct for Corporation Members and this particular revised version had been produced by Eversheds. A Member reported that a document was being developed called Code of Conduct for Governance which was still in the consultation stage. In response to a query, he continued that he believed Eversheds were not involved in this consultation. Members agreed to look at this new Code of Conduct when it was available. Following further discussion, Members recommended approval to the Corporation of the revised Collegiate Code of Conduct for Corporation Members. Members considered the revised Collegiate Code of Conduct for Corporation Members and recommended approval by the Corporation SUCCESSION PLANNING To consider and, if so minded, to recommend approval to the Corporation, the Report on Succession Planning Copies of a paper entitled Report on Succession Planning had been circulated with the agenda. The Clerk reported that Members had requested that a paper be prepared on Succession Planning covering certain key positions i.e. Principal/Chief Executive, Chairman and Deputy Search and Governance Committee Minutes 17 September

8 Chairman of the Corporation and Members of the Corporation. The Clerk sought the views of Committee Members on the Succession Planning Report. The main comments made by Members included: Principal/Chief Executive as set out in Article 12 of the Articles of Government, this procedure was currently being followed in order to recruit a new Principal/Chief Executive. Chairman of the Corporation and Deputy Chairman of the Corporation The Clerk reported that the expiry dates of the Chairman of the Corporation and the Deputy Chairman were different so that the terms of office of the Chairman and Deputy Chairman were different, so the risk of the two postholders leaving at the same time was reduced. Discussion ensued amongst Members on succession planning further down the line and the following suggestions were put forward: - Colleagues to be encouraged to chair Committees this is where a new Chairman or Deputy Chairman could be found - Training to be organised in chairing of meetings, although the Clerk stated he had not seen any suitable external courses - Procedures to be set up in how to chair meetings - It was proposed to have a 10-minute briefing at the Governors Strategic Workshop before the Corporation meeting, to discuss chairing of meetings - The Clerk to give a brief introduction followed by Chairs of Committees talking about how they conduct meetings this to be in the form of a more informal chat rather than a formal training session - At Committee meetings, use the Collegiate s Officers in their particular areas of expertise i.e. Curriculum, Finance and Resources A Member expressed concern that discussions had already taken place at Committee meetings on how to chair meetings, and he did not wish to go over old ground. It was proposed that the Clerk should produce a report for the Corporation meeting in December on chairing of meetings and encouraging newer colleagues to become more proactive in this situation. Action 7: The Clerk to prepare a report on Chairing of Meetings for the Full Corporation meeting in December Members recommended approval to the Corporation the report on Succession Planning STATEMENT OF ELIGIBILITY To receive a report on Statement of Eligibility from the Clerk to the Corporation The Clerk reported that, in accordance with the provisions of the Articles of Government, an annual check on the eligibility of each individual Member had been conducted and that 17 responses had been received which indicated that they continued to be eligible to serve. Members received a report on Statement of Eligibility from the Clerk to the Corporation CORPORATION SELF ASSESSMENT 2013/2014 To consider and, if so minded, to approve the revised Corporation Self-Assessment questionnaire for 2013/2014 Copies of a Corporation Self-Assessment Questionnaire 2013/2014 had been circulated with the agenda. Search and Governance Committee Minutes 17 September

9 The Clerk reported that the form had been revised and reviewed by Janet Stanton, John Rigby and Keith Bland and was to be used to seek the observations of each Member. Additional questions had been included to broaden the scope of the questionnaire. Members were asked to approve the revised questionnaire which focused more on the new Ofsted framework in order to satisfy their requirements. All Members present recommended its use. Members considered and approved the Corporation Self-Assessment questionnaire for 2013/ PERFORMANCE REVIEW OF THE CHAIRMAN OF THE CORPORATION 2013/2014 To consider and, if so minded, to approve the pro-forma and proposed Procedure for a Performance Review of the Chairman of the Corporation 2013/2014 Copies of a Performance Management Review pro-forma for the Chairman of the Corporation had been circulated with the agenda. The first section of the form was to be completed by the Chairman and then comments sought from Reviewers, usually made up by Chairs of Committees. The Clerk asked the Chairman of the Corporation if he was happy with the form, and he confirmed that he was. Members considered and approved the pro-forma and proposed Procedure for a Performance Review of the Chairman of the Corporation 2013/2014 The Clerk withdrew from the meeting for the next item on the agenda REVIEW OF THE INDEPENDENCE OF THE CLERK TO THE CORPORATION To consider and, if so minded, to approve the report on the Independence of the Clerk to the Corporation Copies of a paper on the Independence of the Clerk had been circulated with the agenda. The Chairman reported that he was satisfied that the Clerk remained independent to the Collegiate and wished to congratulate him on the good work he continually achieved. One Member asked that the date on the Consultancy Agreement should be changed from 30 August 2007 to the current date. Members considered and approved the report on the Independence of the Clerk to the Corporation The Clerk re-joined the meeting ITEMS FOR THE CHAIR TO REPORT BACK TO THE CORPORATION To identify the items for the Chair of the Committee to report back to the Corporation. The Chairman confirmed that the following items should be reported to the Corporation in December: Membership of the Corporation and its Committees 35.7 Attendance of Members at Meetings of the Corporation and its Committees during 2013/ Skills Audit Review of Standing Orders Search and Governance Committee Minutes 17 September

10 35.11 Collegiate Code of Conduct for Corporation Members Succession Planning Corporation Self-Assessment 2013/ Review of the Independence of the Clerk to the Corporation ANY OTHER BUSINESS To consider any items of other business DATE AND TIME OF NEXT MEETING To note that the next meeting of the Committee is to be held at 5.30 pm on Wednesday 21 January 2015 Signed: Date: Search and Governance Committee Minutes 17 September