NCG Corporation Minutes of Meeting held on 7 March 2017 4089 Present Les Abernethy John Cuthbert Joe Docherty Jamie Martin Peter Michell Nigel Mills Chris Roberts Mark Squires Matthew Terry Alex Turner Jim Woodlingfield Chief Executive Chair of the Corporation 4090 In Attendance Andy Dobson Lynne Griffin Elouise Leonard-Cross Tony Lewin Alastair Mitchell Chris Payne Mark Sacco Ian Webber Principal of Kidderminster College Group Director, HR and Organisational Development Learning Development and Organisational Development Director Principal of Newcastle College Group Director Finance, Estates and IT Group Director, Planning and Performance Clerk to the Corporation Managing Director Intraining/Rathbone Training 4091 Presentation on Great Place to Work Elouise Leonard-Cross gave a presentation on results of a recent Great Place to Work Survey. The presentation highlighted: the Great Place to Work model; improvement in the response rate to 83% in 2016/17, up 3% on the previous year; improvement in the overall Trust Index score to 62%, up 3% on the previous year; improvement in all Dimensions of the model; detailed analysis, comparisons and benchmarking; trends; key drivers of engagement; next steps. In response to a query about the approach to carrying out the survey, it was explained that all questionnaires had been completed individually and that group sessions had been for discussion only. In response to a query about statistical significance, it was explained that trends in overall results were significant and that some changes at a more detailed level were not significant. In response to a query about sector comparisons, it was explained that: more resources were available to address issues in the private sector; the benchmarking data included large organisations in both the public and private sectors. 1
Governors discussed findings in relation to Corporate Social Responsibility. It was acknowledged that this was implicit in the work at NCG and that feedback was difficult to interpret. In response to a query on next steps, it was suggested that focus on drivers of engagement would be helpful. In response to a further query it was explained that the wealth of data had taken time to analyse, that consultation with staff on the approach to improvement was imminent and the deadline for improvement action plans was 28 April 2017. In response to a query about awareness of the impact of different approaches, it was explained that the system for reporting was being developed to provide greater transparency across the organisation. In response to a query about dialogue between managers and staff, it was explained that Divisions gathered feedback from staff by a variety of means and that managers would be provided with further guidance on gathering feedback. Governors thanked Elouise Leonard-Cross for the presentation. Elouise Leonard-Cross left the meeting at this point. 4092 Apologies for Absence Apologies for absence were received from Caroline MacDonald, Chris Newton and Jack Stoker. 4093 Conflict of Interest None 4094 Minutes of the Corporation Meeting held on 7 February 2017 The minutes of the Corporation meeting held on 7 February 2017 were accepted as an accurate record. 4095 Minute of the Written Resolution passed on 27 February 2017 The minute of the Written Resolution passed on 27 February 2017 was accepted as an accurate record. 4096 Register of Board Actions Minutes 3123/3369/3387 Mark Garnier MP was making plans to visit Newcastle. A letter has been sent to MPs to highlight Newcastle College s exhibition of Posters in Parliament. Brian Whittle MSP had visited Rathbone Training in Kilmarnock on 13 January. Jenny Gilruth MSP had visited the Glenrothes centre in Fife on 30 January. Gina Steele, Performance Director at Rathbone Training had attended a Ministerial Roundtable on Social Mobility and Apprenticeships with Minister of State for Apprenticeships and Skills, Rt Hon. Robert Halfon on 2
27 February. Welsh Assembly Minister for Skills & Science Julie James had accepted an invitation to present the Rathbone Cymru Welsh Achiever on 21 March. Mark Hendrick MP had accepted an invitation to visit Rathbone provision in Preston. Minutes 4063, 4070, 4074, 4080 and 4085 the actions had been completed. Minute 4083 The required analysis would be presented with the Finance Report at the meeting. The remaining actions were ongoing. 4097 Other Matters Arising None 4098 Student Member s Report The report provided an update on learner voice, highlighting feedback from learners and the response of managers at Newcastle College, Newcastle Sixth Form College and West Lancashire College. The Corporation received the report. 4099 NCG Chief Executive s Report The report provided an update on corporate, commercial and operational developments. The report highlighted: a company had been retained to provide support with management development; progress was being made with the procurement process for the West Lancashire College Technology Centre; an encouraging pattern was emerging in learner recruitment for 2017-18 across NCG s colleges. The Corporation received the report. 4100 FE Consolidation Update The report highlighted outcomes of the North East Area Review and Lancashire Area Review which had concluded. Governors discussed the Area Review process and related communications. The report also highlighted progress on the merger with Carlisle College and the need for various documents to be signed. The Corporation delegated authority to the Chief Executive and the Chair, or a governor nominated by the Chair, to sign the relevant asset and liability transfer documents for Carlisle College. 3
4101 Lewisham Southwark The report provided an update on progress in relation to the potential merger with Lewisham Southwark College. The Corporation received the report. 4102 Review of FE Fees Policy The report proposed FE Fees and FE Loans policy for 2017-18. It was explained that the approach had been designed to provide a framework which met national requirements and provided discretion for NCG Divisions to make local decisions on fees and loans. The Corporation approved the FE Fees and Loans policy for 2017-18. 4103 Risk Management Category B: Funding The report provided an update on progress with action to address strategic risks relating to Funding. The risks were presented on a chart with a line representing the risk appetite. Progress with action to address each risk was presented as a bar chart and the approach to assurance in relation to each risk was presented as a matrix. The risk plan had been reviewed and refreshed. Risk 89 was shown on the chart but did not appear elsewhere in the report. Chris Payne would check this and circulate a note to Governors. Action Chris Payne The Corporation approved the risk appetite line for Category B Funding, subject to clarification on Risk 89. 4104 Risk Management Category C: Contracting The report provided an update on progress with action to address strategic risks relating to Contracting. The risks were presented on a chart with a line representing the risk appetite. Progress with action to address each risk was presented as a bar chart and the approach to assurance in relation to each risk was presented as a matrix. The risk plan had been reviewed and refreshed. The Corporation approved the risk appetite line for Category C Contracting. 4
4105 Finance Report The report provided an update on financial matters highlighting: financial performance; the cash position; the proposed approach to budgeting; submission of a refreshed annual plan to the SFA; financial health; loans novation from Carlisle College; NCG bank covenants; progress with the procurement process for the West Lancashire Construction Academy; proposed additional capital expenditure; progress with business development. In response to a query it was explained that an annual bidding process was peculiar to Scotland. Governors were asked to approve additional capital expenditure of 1390k to enable property moves on the Rye Hill Campus. The report presented details of the proposals and benefits of the investment. The Corporation approved additional capital expenditure of 1390k to enable property moves on the Rye Hill Campus. 4106 Corporation Matters The report proposed appointments with initial terms of office for the Kidderminster College Board, the West Lancashire College Board and the Carlisle College Board. The report also proposed the appointment of a Chair of the Newcastle Sixth Form College Board. A decision on the appointment of a Chair of the Newcastle College Board was deferred. College Boards comprise 10 members including 1 staff and 1 student member. To accommodate members of the Kidderminster College Advisory Committee, the West Lancashire College Advisory Committee and Carlisle College Corporation, transitional arrangements were agreed to initially allow the appointment of: 11 members to the Kidderminster College Board; 2 staff and 2 student members to the West Lancashire College Board; 11 members to the Carlisle College Board. The approved normal maximum term of office for members of a College Board was 9 years. Governors agreed that membership of an NCG Advisory Committee or of Carlisle College Corporation should count towards this. The report also presented the Calendar of Meetings for 2017-18 and confirmed that the merger agreement with Carlisle College had been signed. 5
The Corporation approved: that service with an NCG Advisory Committee or with the Carlisle College Corporation should count towards the normal maximum term of office for members of a College Board of 9 years the appointment to the Kidderminster College Board of: 1. Don Beckett for a term of 2 years 2. Lucy Bennett for a term of 3 years 3. David Chipp (staff) for a term of 2 years 4. David Cory for a term of 2 years 5. Andy Dobson (Principal) 6. Mark Garnier MP for a term of 4 years 7. Sandra Hickman for al term of 4 years 8. Steve Pitts for a term to June 2019 9. Christopher Rose (student) for a term to July 2017 10. Brian Seaby for a term of 2 years 11. Matthew Terry for a term of 4 years the appointment of Matthew Terry as Chair of the Kidderminster College Board the appointment to the West Lancashire College Board of: 1. Les Abernethy for a term to June 2019 2. Anne Hill (staff) for a term of 1 year 3. Greg Mitten for a term of 2 years 4. Lydia Elliott (student) for a term of 1 year 5. Robert Barclay (student) for a term of 1 year 6. Claire Sanders (staff) for a term of 1 year 7. Denise Williamson (Interim Principal) 8. Kim Webber for a term of 2 years 9. Jane Wood for a term of 3 years the appointment of Les Abernethy as Chair of the West Lancashire College Board the appointment of Mitchell Smith as Chair of the Newcastle Sixth Form College Board for a term of 3 years that the Chair of the Corporation may invite the following members of Carlisle College Corporation to join a Carlisle College Board: 1. Ian Boit for a term of 2 years 2. David Carter for a term of 1 year 3. Darren Crossley for a term of 3 years 4. David Currie (student) for a term of 1 year 5. Sheila Don for a term of 1 year 6. Craig Johnstone (staff) for a term of 1 year 7. James Johnston for a term of 3 years 8. Sarah Peers for a term of 2 years 9. Khaled Pervaz for a term of 1 year 10. Steven Salkeld (Acting Principal) 11. Alison Welton for a term of 2 years that the Chair of the Corporation may invite David Carter to serve as Chair of the Carlisle College Board 6
4107 Higher Education Report The report provided an update on Higher Education matters. Governors discussed feedback from the Annual Provider Review Group at HEFCE and NCG s response. Joe Docherty would take forward arrangements for the Higher Education Committee. The Corporation received the report. 4108 Other Business None 4109 Confidentiality of Business The following confidential reports were identified: Chief Executive s Report Lewisham Southwark Finance Report and supplementary papers Minutes of Remuneration Committee meetings 4110 Date of Next Meeting 15 March 2017 at 4.00pm 7
Confidential Minutes of Meeting held on 7 March 2017 For distribution to Governors and Executives 4101 Lewisham Southwark The report highlighted: Background information on the context for merger; market analysis; Area Review outcomes for Lewisham Southwark College; educational and financial outcomes of an Organisational Review at Lewisham Southwark College; the proposed approach to public consultation; progress with legal and financial due diligence; property options; merger synergies; financial analysis and commentary; opportunities and risks; next steps. Governors discussed the presentation of text proposed for public consultation and executives agreed to review this. In response to a query, it was explained that enquiries were being made about Stamp Duty Land Tax. Governors discussed options relating to the relevant pension schemes. In response to a query it was explained that: Lewisham Southwark Corporation had agreed to merger with NCG in principle in December 2016; both Corporations would be asked to make a final decision on merger in May 2017; there was no requirement for external approval for merger. In response to a query it was explained that comments received through public consultation would inform a consultation report which would be subject to approval by both Corporations prior to publication. In response to a query it was explained that further information on pension scheme options would not be available before the next meeting in March but would be available by the meeting in May. Subject to a review by executives of the presentation of text proposed for public consultation, the Corporation agreed to continue working with Lewisham Southwark College with a view to considering a recommendation on merger in principle at the special meeting on 15 March 2017. 4105 Finance Report There was underperformance on winning new business. In response to a query it was explained that: this was attributed to weakness in bid writing; it was believed that the organisation had the capability to take on the new work; executives had taken action to strengthen bid writing; it was unlikely that the intervention made by executives would improve the position in the current financial year. 8