Board of Management MINUTE OF 2 ND MEETING HELD ON 29 SEPTEMBER 2010 AT 1645 HRS (CoGCB2) Present Eric Tottman-Trayner, Chair (ETT) Paul Little () John MacLeod (JM) In Attendance David Caldwell, Interim Board Secretary (DC) Susan Geddes (Member of teaching staff attending by invitation) (SG) Laurence Howells (Scottish Funding Council attending by invitation) (LH) (up to Item 10) Martin Rosner, LSN Learning (MR) Apologies Alisdair Barron (AB) Peter Finch (PF) Colin McMurray (CMcM) Debbie McNamara (DM) (Item 7 onwards) Nigel Palmer (NP) Maire Whitehead, co-opted member of former Shadow Board attending by invitation (MW) (up to Item 7 only) Peter Scott (Item 9 only) (PS) Ann Butcher, Minute Secretary Jim Gallacher (JG) Scott Taylor (ST) DECISIONS Ref Agenda Description Item D2.1 3 Previous Minutes (CoGCB1) 1 September 2010: The minutes of the previous meeting held on 1 September 2010 were submitted as Paper A. Subject to section D1.1 being expanded to include details of resignations from and appointments to the Glasgow Metropolitan College Board which took effect on vesting day, the minutes were approved. D2.2 4 Audit Committee: The Accounting Policy: The recommendation of the Audit Committee to apply FRS6 Merger Accounting was approved. D2.3 7 Principal s Report: The final draft Matching Across Procedure was agreed subject minor amendments. Taking into account concerns raised in relation to time scales for receiving comments, the Board agreed that an extra 14 days should be allowed for Managers to submit further observations and comments on the proposed procedure. The Board also delegated the Principal to consider and, where appropriate, approve further changes to the document provided that these did not change the core principles as set out in the document. It was also agreed that a right of appeal to Board members would be granted for staff who raise a grievance in relation to the Matching Across process after their appeal has been heard by the Principal. 1
D2.4 7 Principal s Report: The severance scheme was approved by the Board with inclusion of the following improvements: - increase severance payments to enable the maximum payment (based on 20 years' service all when aged over 41) from 45 weeks to just under 52 weeks and increase all other payments pro rata. Although this will result in an unusual multiplier, it will enable payments to be made to the maximum fundable by the SFC; and - enable staff aged 55 and over who are in the Teachers' Pensions Scheme to receive an immediate pension which is not actuarially reduced if early retirement under the scheme is approved. 1D2.5 7 Principal s Report: Logo 1 was endorsed by the Board as the new corporate identity for City of Glasgow College. D2.6 7 Principal s Report: Vice Principals will be invited to attend main Board meetings as and when required. VPs will be in attendance for the following Board Sub-Committee meetings: Janis Carson Estates, Learning and Teaching Elaine Petrie Staff/Equality. Learning and Teaching Richard Speight Finance, Learning and Teaching Steven Watson Audit, Finance, Estates VP L&T Audit, Learning and Teaching D2.7 7 Principal s Report: Subject to minor rewording the Employment Guarantee Agreement was approved. D2.8 10 New Campus Glasgow: NCG company will be made dormant as soon as practicable. D2.9 10 New Campus Glasgow: The NCG Away Day planned for October 2010 will now be terminated. D2.10 11 Constitution and Articles of Government: The Constitution and Articles of Government were approved. D2.11 11 Constitutions and Articles of Government: The Principal was appointed as the City of Glasgow College Accounting Officer. D2.12 12 Recruitment of Board Members and College Secretary: The Person Specification and Job Description of the post of College Secretary were approved. D2.13 12 Recruitment of Board Members and College Secretary: Dr Elaine Petrie was approved as Returning Officer for the election of staff members of the Board. D2.14 13 Future Board and Committee Meetings: The dates of the next two Board meetings were agreed as Monday 15 November 2010 and Wednesday 15 December 2010 at 1630 hours. D2.15 14 Disclosure of Board Papers: Members agreed that all papers were disclosable with the exception of PAPER F on New Campus Glasgow. 2
MATTERS NOTED Ref Agenda Description Item M2.1 1 Apologies: Apologies were received from AB, PF, JG and ST. M2.2 2 Declarations of Interest: NP declared a potential interest under his role as Non Executive Director for the Maritime and Coastguard Agency. M2.3 4 Audit Committee Report: JM provided an update on the Audit Committee meeting which was held today (29 09 10) to consider the Accounting Policy: FRS6 Merger Accounting. The Accounting Policy for the combination of Central College Glasgow, Glasgow Metropolitan College and Glasgow College of Nautical Studies to form the City of Glasgow College was recommended for approval. The decision to include the financial transactions for August 2010 within the 2010-11 financial accounts for the City of Glasgow College was particularly noted. This will avoid the need for a 13-month 2009-10 accounting period or a separate audit of the month of August 2010 accounting transactions processed by Central College and GCNS. M2.4 5 Business Brought forward from Previous Meeting Cabinet Secretary s Letter: The Cabinet Secretary s letter to Paul Little dated 30 August 2010 regarding the City of Glasgow College was submitted as Paper B. The letter was considered in detail in particular paragraph 5 in which the Cabinet Secretary indicated six key areas which they expect meaningful and early progress. met with M Cross on 28 09 10 to provide an update and assurance that the points raised are being progressed. provided members with an update on the key areas. The following issues were particularly noted: - The Board s statement to All Staff providing clear reference to job security was provided to the Minister. An Employment Guarantee was deferred for consideration under Item 7. - Productive engagement with Trade Unions is ongoing on a regular basis and outstanding issues on harmonisation are being resolved. - Communication and consultation with staff groups, through briefings and Communication Facilitators is also ongoing. - has met with the Cabinet Secretary to discuss realisation of the benefits of merger which could be achieved particularly with the provision of merger enabling monies. Notification from the SFC on the enabling monies is still awaited. - Board members were receptive to entering into dialogue with other Colleges to consider any potential for further partnership and rationalisation. - A full report on the process of merger will be provided to the SFC. M2.5 6 Chair s Business: The SFC has confirmed approval to proceed with the construction of a replacement jetty. This has also been approved by the NCG Board and work will commence during October 2010. M2.6 6 Chair s Business: A letter dated 27 09 10 from the SFC has also been received which restates the Board s responsibilities in making the conditions of grant for the merger. The offer on the provision of an advisor was also noted. 3
M2.7 7 Principal s Report: The Principal s report was submitted as Paper C. The following Appendices were also submitted and noted for information: - Appendix C1 Scottish Government email response dated 20 09 10 on risks specifically for the change to the formal name of the College. - Appendix C2 Employment Guarantee Agreement. - Appendix C3 Board Statement to All Staff. - Appendix C4 Draft Tier 3 Structure. - Appendix C5 Recognition and Procedures Agreement - Appendix C6 Arrangements for the Transfer and Transition of Staff to New College Structures. - Appendix C7 Enhanced Severance Scheme - Appendix C8 Proposed Corporate Identity. - Appendix C9 Risk Register M2.8 7 Principal s Report: The following issues were particularly highlighted and discussed: - Members noted that early achievement for legislation to be introduced to list City of Glasgow College as a fundable body would be unlikely at this time. The possible impacts on staff, legal contracts, corporate identity etc were recognised. - The recruitment process for the post of Vice Principal (Learning and Teaching) was discussed. The post will be advertised simultaneously internally and externally on 08 10 10 with interviews planned for 09 11 10. - The first formal consultation meeting for the proposed Tier 3 structure will be held on 30 09 10. The closing date for responses will be 15 10 10. It is expected that the positions will be appointed by mid November and proposals for Tiers 4 6 will then be prepared. It is anticipated that these positions will be in post by the end of the academic year. - The final draft Matching Across Procedure was considered by members. MR reported that Managers had submitted a letter to the Board raising their concern with regard to the timescale provided for receiving comments on the document. - The Severance Scheme taking into account additional responses to the consultation was further considered by Board members. - The CoGC Launch Event will be held on 15 11 10. - The second phase of corporate identity research was undertaken during September 2010. Logo 1 was recommended to the Board as the new corporate identity for City of Glasgow College. - The Executive Update was noted for information and update. M2.9 8 Merger Implementation Report: The Merger Implementation update report was submitted as Paper D and was noted for information. M2.10 9 Legal Issues and Timelines Consequent on Merger: PS attended the meeting to provide a brief overview of Item 9. A paper detailing the legal issues and timelines consequent on merger was submitted as Paper E. The legal issues to be addressed arising from the mechanism adopted to achieve merger ie the interim continuance and dissolution of Central College and GCNS Boards, formal winding up of the College of Building and Printing and College of Food Technology, change of name and the timelines to be considered were highlighted and discussed. Members acknowledged that whilst the recommended timelines were preferable, this may not be feasible at this time. 4
M2.11 10 New Campus Glasgow: A paper providing details of options for restructuring of NCG was tabled at the meeting. The future project management was analysed and it was considered that as a result of merger there was no longer a requirement for a separate entity to manage the estates project. The requirement to retain expertise in order to take the project forward was recognised. M2.12 11 Constitution and Articles of Government: The final draft Constitution and Articles of Government were submitted as Paper G for consideration. M2.13 12 Recruitment of Board Members and College Secretary: The draft Person Specification and Job Description for the post of College Secretary were submitted as Paper H. The timing and requirement for recruitment of additional Board members was discussed. M2.14 13 Future Board and Committee Meetings: Proposals for future Board and Committee meetings were submitted as Paper J. A list of Sub- Committee memberships was also submitted and was noted for information. The Board meeting dates to December 2010 and future frequency of meetings were considered. Preferred meeting dates for the first half of 2011 were provisionally identified. It was also suggested that meetings commence at 1730 hours. Signed Board Chair Date 5
ANNEX TO THE MINUTES ACTION POINTS ARISING FROM THE MEETING Ref Agenda Description Owner Target Date Item A2.1 4 Audit Committee: It was agreed that Accounting Policy: FRS6 Merger Accounting would be shared with the Audit Committee for Central College and GCNS Boards of Management. A2.2 5 Business Brought forward from 12 10 Previous Meeting Cabinet Secretary s Letter: The report on the process of merger to be submitted to the SFC will be provided to the Board for further comment. A2.3 6 Chair s Business: The letter dated DC 27 09 10 from the SFC which restates the Board s responsibilities in making the conditions of grant for the merger will be circulated to members. A2.4 6 Chair s Business: The provision of a DC private access area within the College website for Board documentation will be further investigated. A2.5 7 Principal s Report: PF will be invited to join the interview panel for the VP Learning and Teaching. If unavailable, JG will then be invited. A2.6 7 Principal s Report: Consistency in Tier 3 job titles was agreed and will be addressed. A2.7 7 Principal s Report: The letter submitted MR/DC by Managers regarding the Matching Across document will be circulated to members. A2.8 7 Principal s Report: Members will inform ALL A Butcher on their availability to attend the Launch Event on 15 11 10. A2.9 7 Principal s Report: The weblink to Audit ETT/DC Scotland s Report on the Role of Boards will be circulated to members when available. A2.10 7 Principal s Report: Additional Board /DC engagement sessions with Executive Leaders, staff and students will be further considered. A2.11 7 Principal s Report: It was suggested that a SUMs report be provided a future Board meetings. A2.12 7 Principal s Report: It was agreed that future detailed review of the Risk Register would be delegated to the Audit Committee. DC 6
A2.13 9 Legal Issues and Timelines Consequent on Merger: The various recommended actions and timelines will progress to the SFC for further consideration. A2.14 11 Constitution and Articles of Government: The Learning and Teaching Committee will advise on the appointment of members of the Academic Board. A2.15 12 Recruitment of Board Members and College Secretary: The post of College Secretary will be advertised internally and externally as soon as practicable. A2.16 12 Recruitment of Board Members and College Secretary: Additional recruitment of Board members will be progressed with flexibility for additional appointments in future. A2.17 12 Recruitment of Board Members and College Secretary: A draft copy of the advertisement for new Board members will be sent to the Nominations Committee for final approval. A2.18 12 Recruitment of Board Members and College Secretary: Additional co-opted members may be considered for Board Sub-Committees if required. A2.19 12 Recruitment of Board Members and College Secretary: Elections for staff members will commence immediately. A2.20 12 Recruitment of Board Members and College Secretary: If necessary, additional non participating staff and student observers will be considered after appropriate elections have been completed. A2.21 13 Future Board and Committee Meetings: All Board members will be consulted on the preferred future meeting dates and start time. A2.22 13 Future Board and Committee Meetings: A Board Away Day will be considered for 26/27 January 2011. Suggested venues will be progressed to DC. /DC /JG /DC /DC /DC /DC DC /ALL/DC 7
PREVIOUS ACTION POINTS Ref Agenda Description Owner Target Date Item A1.1 Members will provide feedback and comments on the draft Board Statement to ETT. ALL 02 09 10 A1.2 3 Previous Minutes (12) 30 June 2010 Matters Arising: The final draft Constitution, Articles of Government and Standing Orders will be submitted at the next meeting of the Board for adoption. The paper will be circulated well in advance of the meeting. DC/ALL Prior to 29 09 10 A1.3 4 Merger Timetable: A detailed implementation plan will be provided at the next meeting of the Board. A1.4 4 Merger Timetable: Feedback will be sought through Communication Facilitators for further consideration at the Board meeting in October. A historic celebratory booklet involving all 3 Colleges will also be investigated. A1.5 6 Principal s Report: A final draft of the Matching Across procedure will be presented to the Board. A1.6 6 Principal s Report: The refined corporate identity design concepts will be provided to the Board in October. A1.7 7 New Campus Glasgow: The government processes of NCG and the procedures for ratification of the various Category Decisions for progression to the CoGC Board will be further reviewed. A1.8 7 New Campus Glasgow: A public statement of support will be provided by the SFC within the next 2 weeks. A1.9 7 New Campus Glasgow: A meeting with the Minister will be sought during October to discuss the capital requirements for the estate project. A1.10 8 Future Board and Committee Meetings: The schedule of full Board meetings for 2011 will be agreed at a future meeting. A1.11 8 Future Board and Committee Meetings: DC will discuss the timetabling of Sub-Committee meetings with Conveners and provide an update on the outcome at the next meeting. A1.12 10 AONB: The requirement for continuation of individual College Boards in order to address relevant business ie signing off individual College annual accounts will be clarified. A7.3 4 Membership of the Shadow Board: The appointment of one or two additional Board members, to include someone with experience at a senior level in finance, accountancy or audit will be considered prior to vesting day. 29 09 10 27 10 10 27 10 10 LH 09 10 10 10 DC/ALL DC 29 09 10 DC 29 09 10 DC Prior to 08 10 8
A8.1 A9.1 A10.2 A10.4 A11.4 A11.5 A11.6 A11.9 A12.1 A12.2 A12.4 A12.11 4 Minutes of Meeting on 27 January 2010: The Shadow Board will reconsider non participating staff and student observers following vesting day. 4 Progress Report from the Principal Designate: The contract of employment for the Principal Designate to be progressed as a matter of urgency. 4 Progress Report from the Principal Designate: Legal implications for trading and branding under City of Glasgow College prior to formal approval will be further considered. 4 Progress Report from the Principal Designate: Work undertaken at the Board development event will be utilised to prepare a level 1 scorecard. This will provide strategic direction to prepare a Development Plan for City of Glasgow College. 5 Progress Report from the Principal Designate: The Merger Risk Register will be considered in detail at a future meeting of the Board. 7 Recruitment of College Secretary: The Summary Person Specification will be amended and final approval will be undertaken by correspondence. 7 Recruitment of College Secretary: The accountability and reporting system and position within the College Management structure will be confirmed. 10 AOCB: The draft advertisement for new Board members will be circulated to all members for comment by correspondence to DC. 3 Corporate Identity: Presentation on Research: Positive aspects and possible synergies between Logos 2 and 3 will be further developed. Additional consideration to font style, colour and prominence of the word Glasgow will be undertaken. Examples of Sub-branding will also be provided. 4 Hall of Residence: Presentation on Business Case: Options 1 and 3 will be further investigated in parallel. Option 2 will be terminated. 4 Hall of Residence: Presentation on Business Case: The provision of additional financial information ie rental levels, financial costs, cash outflows, etc will be considered. 9 Committee Membership and Board Officers: The provision of an informal equality and diversity advisory committee to the BoM Staffing and Equalities Committee will be further investigated. DC 08 10 Superseded (A2.20) Chairs Urgent ALL/ Def d 11/10 ALL/ Delegated to Audit Sub- Comm MW/DC AB/DC Superseded (A2.17) CM 01 09 10 JO JO DC 9
A12.12 10 Constitution, Articles of Government and Standing Orders: The function, membership and powers of the Academic Board will be further reviewed in future. ALL/ DC Superseded (A2.14) 10