Draft Minutes of the Annual General Meeting of the National Governors’ Association
Held on Saturday 19 November 2016, at Lecture Theatre G, 26, the Business School, Manchester Metropolitan University, All Saints Campus, Oxford Road, Manchester, M15 6BH
The AGM opened at 3.38pm
- Apologies
1.1.Fred Manning (NGA Trustee) and Mark White (newly elected NGA Trustee).
- Proxies
2.1.No proxies had been received.
- Quorum
3.1.The AGM was declared quorate.
- Time Limit on speeches
4.1.The chair, Ian Courtney (IC), set a time limit of 3 minutes on speeches.
- Scrutineers and Tellers
5.1.The following were proposed as scrutineers and tellers
- Tellers: Sam Henson and Shelby Roberts (NGA staff)
- Scrutineers: Niki Gandham and Joy Ejelonu (NGA Staff)
Agreed Nem con
- Approval of the minutes of the AGM held on 14 November 2015
6.1.The Chair noted that some typos had been brought to his attention and would be corrected.
6.2.Subject to the correction noted above, the minutes of the 14 November 2015 wereapproved.
- Report of Activities
7.1.The chair asked Emma Knights (EK) Chief Executive to introduce the Annual report of activities.
7.2.EK noted that the report of activities was separate from the formal legal annual report included in the audited accounts. The report of activities had no legal status but had been introduced because the annual report in the accounts only covered the period to 31 March which was now a long time away. The report of activities by contrast was for the year to the annual conference.
7.3.She reported on the annual membership survey and how important that was to the work of NGA and thanked members for responding. She noted for that nearly all/all services had been rated at least 4 out of five, but for the first time that the website had been given the highest rating of all our services – in every previous year this accolade had gone to the Goldline.
7.4.EK said the team were not complacent and knew that there was still scope for further improvement in the guidance centre. She formally thanked Sam Henson, NGA’s Head of Information whose time in post had undoubtedlyled to the improvements in the website.
7.5.EK also referred to the NGA Guides and highlighted that there was now a new publication Welcome to Trusteeshipin Multi-Academy Trust. She formally thanked Gillian Allcroft (NGA Deputy Chief Executive) for her support as Deputy but for work which had gone into the production of Welcome to MATs.
7.6.EK then moved on to items which had not been in NGA’s strategic plan at the beginning of the year. She explained that the Eastern Leadership Centre whom NGA worked closely with on Leading Governance had informed NGA that it would be closing down and wished to hand over to NGA its e-Learning package Governor e-Learning (GEL). EK noted that NGA had taken over GEL and over the coming year would seek to make improvements to its content and change the learning platform it utilised.
7.7.In relation to the membership offer, EK said that the NGA trustees had tasked the staff group with looking to the future and developing a membership structure to fit the changes in the sector. NGA’s increasing membership to date had been built on increasing governing board membership; however, the growth of multi-academy trusts (MATs) meant that this might not be a sustainable option for the organisation in the long-term. As part of the review process, members had been asked their view of three options for future subscriptions in addition to the current structure; over half of respondents opted for maintaining the current scheme.
Proposals would be developed over the next few months and then put to the Board’s strategy day in February. The membership structure has to be sustainable for NGA and affordable for schools.
7.8.EK said in terms of overall membership, numbers continue to rise, but one category was declining, local associations; this appeared largely to be because of the difficulty that associations had in attracting people to sit on the executive committees rather than a lack of enthusiasm for associations per se. NGA would be looking to see what further assistance it could provide to local associations.
7.9.In conclusion she said it was pleasing that members rated the NGA membership value for money at 4.1 out of 5.
- Announced of Directors elected
8.1.Gillian Allcroft, Company Secretary, announced the following directors had been elected.
- Gordon Anderson (East Midlands)
- Ian Preston (West Midlands)
- Mark White (North East)
8.2.The Chair then paid tribute to the two directors stepping down after long and distinguished service to the NGA, Fred Manning (who unfortunately due to family illness was unable to attend) and Siddique Hussain. He warmly thanked Siddique for his service, support and insightful questions throughout his tenure. Siddique said it had been an enjoyable experience and that he had been lucky to be a trustee under several excellent chairs: Judith Bennett, Clare Collins, Stephen Adamson, Duncan Haworth and Ian. Ian presented Siddique with small gift.
- Presentation of the Accounts
9.1.Brent Fitzpatrick (Hon. Treasurer) presented the account to the members. He noted that the accounts had been made available in summary form in the NGA magazine Governing Matters, in full on the NGA website and relevant pages were in the AGM pack.
9.2.BF thanked Lisa Richards NGA’s Finance Manager who provided an invaluable service and support.
9.3.BF then addressed the issue of VAT. He noted that it showed why Trustees needed to be prudent as NGA had received a VAT bill of over £150,000. He explained that the trustees had always followed advice in relation to VAT and that following questions to JW Hinks (auditors) during the previous year’s audit, NGA had on their advice engaged a specialist VAT consultant. His work had resulted in a report which indicated that NGA had reclaimed too much VAT over the previous four years. NGA had voluntarily contacted HMRC about the issue and the final bill (back-claims for VAT can only be four years) the final bill, after discussion, has come to £140,887. NGA is currently appealing the application of interest on the charge (currently £8,000+). He noted that NGA had already repaid £60,000 and was seeking to pay the rest over a 12-18 month period.
9.4.In response to a question IC noted that the trustees had acted in good faith and on the basis of advice from its former auditors on VAT. He said that the trustees had submitted a complaint to our former auditors as it was on the basis of their advice that the VAT had been reclaimed. He said that it was unlikely that any sizeable compensation would be received, at best the audit fees might be reclaimed.
9.5.EK noted that in previous years a few members had rightly questioned the size of reserves held by the trustees, but that in this situation it had proved a godsend. The VAT specialist had informed her that other charitieshe worked with were in fact being forced to close because of VAT bills they could not pay.
9.6.A question was asked about whether there would be any long-term effects on income of the VAT issue. IC explained that as soon as the report had been received from the VAT specialist the way in which VAT was accounted for (and reclaimed) had been put into place, even before the formal submission to HMRC. The issue was about how much VAT had been reclaimed, and practice has already been rectified.
9.7.One member felt that the VAT issue could be reputationally damaging with the Department for Education in terms of any future projects/partnership working. IC said he did not think this would be the case as NGA had discovered the issue and self-reported.
9.8.BF reported that as at 31 March 2016 the net financial position (ie if all creditors paid off and all assets sold) the NGA would have £217,208. This was a restated position to take account of the VAT issue.
9.9.Reserves: the trustees, taking advice from the auditor had determined that £200,000 should be set as the reserves, of which £150,000 was the amount required for an orderly wind-up (should that be necessary). Membership was continuing to increase, as were sales of Welcome to Governance. NGA now had approximately 25% of schools in membership. BF said the increase in Gold membership was because NGA was the first port of call for advice. He thanked the advice team, Claire Keetch (Head of Advice),Niki Gandham (Senior Advice Officer), Joy Ejelonu (Information Officer) all present at the meeting. He noted that although consultancy and training was now the second biggest income stream, most of this went back out in expenditure. Expenditure on training and consultancy did not include the staff costs of those members of staff employed in the Business Development Team who provided administrative support or leadership to the training team. BF said that the arrival of Heidi Copland as Business Development Director had provided more cohesion to this side of the team.
9.10.BF said that for the second/third year running the trustees had set a deficit budget. In the previous year, this had also been the case but membership had out-stripped expectation so NGA continued to grow. It was intended to continue to improve the offer to members, more training through Leading Governance, support to members and ensure the well-being of staff.
9.11.A member congratulated the trustees on the growth of the organisation but queried the wisdom of setting repeated deficit budgets. He noted that at year end this would mean that the reserves would be less than £200,000.
9.12.BF noted that the deficit was not a ‘structural deficit’ only a budget against expenditure deficit and NGA still had cash in the bank. He noted reserves were different to the cash in the bank position. The member acknowledged this point but said it did not change the fact that with a deficit budget the amount the NGA would be left with was less than the £200,000 the trustees said they had set aside for the reserves.
9.13.EK said that the £200,000 was an aspirational target and the member was right that the deficit budget may eat into this figure in the short-term while we are paying off the HMRC underpayment. She said that in previous years the NGA had significant reserves after growth and members had quite rightly asked why the trustees were sitting on this money and what were they going to do with it. We expect growth will continue over the coming year.
9.14.BF said that the trustees review the reserves policy annually and take a decision about how much (over and above the legal minimum) they wish to hold back.
9.15.IC said that the trustees ask EK to provide a budget which gives a strong view of expenditure (ie on the high side) and worst case scenario on income. EK said that in the coming year it was intending to spending funding on the website and E-learning
- One member said that academies and schools were now being encouraged to plan for 5 years ahead and it would be sensible for NGA to do the same and share with members. EK said that while generally she was in favour of transparency she did have some concerns about sharing detailed plans. The trustees had debated several years ago whether to share its full strategic plan with members and had included its core objectives in the annual report of activities, however, the arena in which NGA operated was very different from several years ago. A number of services were also provided by commercial providers and putting budget plans into the public domain could give them an insight into NGA’s plans and enable them to steal a march. The member in question said that the point was NGA was a charity not a business.
AP1: Trustees to consider what information about future/budgets should be shared with members.
10.1.BF proposed and IC seconded that the accounts be adopted
Approved nem con.
- Auditors for 2016-17
11.1.IC said that the NGA proposed to keep the same auditors for 2016-17 this was JW Hinks. He noted that thefirm was bigger than the previous auditors and had provided a very good service.
11.2.IC proposed, seconded by Judith Bennett (individual member) that JW Hinks be retained as auditors.
Approved nem con.
- Subscriptions
12.1.BF introduced the proposed the subscriptions to take effect from 1 April 2017.
12.2.Susan Marsh raised the issue of individual membership and said that while the increase was only £3 this was way in excess of inflation and that many people who bought such membership could be on low incomes and any increase would be challenging. Another member questioned the rationale for all the increases as there didn’t seem to be a logical rationale. EK said that the trustees had adopted a formula some years ago which tried to centre individual membership at approximately half the cost of standard membership. Members asked whether she though individuals were taking out membership and then passing information onto their governing bodies rather than taking out governing body membership. EK said that this might be the case for some, although it was also the case that some individuals encouraged their governing body to sign up but kept their own membership so that materials came to them direct. NGA sought to drive governing body membership because the school/governing board was the members and if an individual moved on, the GB membership remained and there was still a communication channel. A clerk member said he had raised previously the option of paying more for membership to be able to access advice. He also noted that as a clerk he could claim back the cost of membership through tax. Another member suggested that concessionary rates could be explored for some individuals.
12.3.Andrew March asked whether the increase in fees had anything to do with the VAT and making up the deficit. IC said no the two were entirely separate.
12.4.Ian Preston said that the NGA were brilliant at communication with members and ‘marketing’ its various products to them – it was not quite so good at promoting to non-members. He worked as an independent consultant and asked everyclient if they were a member of NGA and if not why not.
AP2: NGA as part of its review of membership fees to consider
- offering a more expensive individual membership to enable access to advice
- offering concessionary rates (eg senior citizen rate)
12.5.GA said that each subscription would be taken in turn.
BF proposed and Katie Paxton-Doggett (NGA Trustee and individual members) seconded the subscription proposals:
12.6.GA asked if anyone wished to vote against the increase in individual subscriptions.
12.7.As some members did the proposal was put to a formal vote.
- Individual members in favour: six against one
- Governing Bodies in favour: 13 against three
- Associations in favour 10 against one
- Corporates in favour 2 against none
The subscription increase was passed by the requisite majority (75%)
12.8.No members wished to vote against the proposals to increase governing body or corporate membership.
The proposals were carried nem con.
Subscriptions from 1 April 2017 will be:
- Individual Subscriptions to increase to £42 pa
- Governing Body Standard Subscriptions to increase to £85
- Corporate Subscriptions to increase to £290
No changes were proposed or made to:
- Governing Body Gold Subscriptions to remain at £260
- Local association subscriptions
- Changes to the Articles of Association
13.1.Siddique Hussain (Hon Secretary) then introduced the proposals for changes to the articles of association. He noted that the notice for the AGM and Agenda set out the proposals and the rationale for the proposals.
13.2.A member asked for clarification about the proposal in relation to the exemption of chair for election. He asked whether in the case that a chair during his term of office as a chair ceased to be governor for more than six months was the provision meant to cover this eventuality. GA said that she did not think this would be the case Article xx in her view would over-ride the provision to be exempted for election.
13.3.Proposal to change the name of the association to the National Governance Association: Proposed by Siddique Hussain (NGA Hon Secretary and seconded by Alison Warner (Sheffield Association).
13.3.1.No members wished to vote against or abstain from the motion.