C(13)1

Minutes

Meeting of the Corporation

Wednesday20March 2013 at 4.00pm

SB2 – Science Block

PART I

Present :Mr Bruce AdamsMr Philip Love

Mr Malcolm CameronMs Emma O’Neill

Mr Bill GradyMr Karnail Pannu
Mr John HollandMr Frank Pitkin
Mr Barry HollimanMr Mike Steyn

Miss Jade EelesMr John Wilder (Chair)

Mr Bob Lewin

Apologies:Miss Grace BryantCllr Colin Rayner

Mr John Petitt

In attendance:Mr David MarshmanVP Resources

Mrs Gillian MayVP Students
Mrs Tracy ReeveClerk

Mrs Jill SmallProjects Manager

1/13Apologies

Apologies had been received from Grace Bryant (Student Governor), John Petitt and Councillor Rayner.

2/13Notification of any other business

There was no other business.

3/13Notification of Members interests

There were no interests notified.

4/13Minutes of the meeting held on 5 December 2012

The minutes were approved and signed by the Chairman as a correct record.

5/13 Matters Arising

  • Accommodation Strategy [minute 141/12]

The meeting was given a verbal update by the VPF&CS on current work being undertaken or planned within the College Property Strategy. This included: the relocation of the tennis courts after work on the new Sports Hall was underway; the location of the planned hay and straw barn (a livestock building with a hay storage facility); and, an outlineof negotiations that would be required to take forward the possible options for an extension of the planning envelope. Governors sought confirmation on the size of the enlarged lambing flock; it would be increased to circa 500 heads. GM confirmed that this increase was based on a robust, managed business model and included rare breeds; it would support the curriculum and generate cash. Governors asked to be kept informed of developments as the College took a strategic decision to move back into Agriculture (via F&GP Committee to Corporation). Governors asked whether there was any work being done to increase parking facilities on campus and were informed that a recent baseline assessment had been completed on parking at BCA. This assessment compared the number of available parking spaces at BCA with the ‘norm’: results showed that BCA had 10% more spaces than normal.

  • Governance Action Plan [minute 142/12]

Members AGREED that the Governance Action Plan 2012/13 should be considered at the Governors Strategy Event 12-13th April 2013.

  • Capital Expenditure [minute 153/12]

The VP Finance & Corporate Services (VPF&CS) gave the meeting an update on the proposal agreed by Corporation on 5th December 2012 to purchase 8 Dell servers and 200 Dell PCs to be financed over a 4 year period with Econocom. The meeting noted that further consultancy advice on the College IT infrastructure secured after the December 2013 Corporation meeting had resulted in the planned acquisition being delayed. Members expressed concern that this delay would adversely affect the quality of Teaching, Learning and Assessment but were reassured that the IT support teams had been enhanced in order to better manage and resolve any IT issues. The meeting went onto discuss benefits and costs of installing a wireless network across College with a move to encouraging Bring Your Own Device (BYO). It was agreed that VPF&CS should investigate possible solutions with a view to having an improved IT infrastructure in place for September 2013.

Members AGREED that VPF&CS should investigate IT infrastructure solutions to enable improvements to be implemented at BCA by September 2013.

ITEMS FOR APPROVAL

6/13 Governance Issues

  • Membership proposals

The meeting considered the recommendations of the Search Committee and the minutes of the meeting from 13th March 2013.

The following recommendations of the Search Committee were APPROVED:

i)That the Clerk/ SMT should contact Daniela Szmigielska to take forward her appointment as a Corporation Member at BCA.

ii)That Mr John Petitt be re-appointed to the Corporation for a further four year term of office (March 2013 – March 2017).

iii)That the Clerk should seek formal career and experience information from SK and AW who had been identified as possible governors.

  • Governors Code of Conduct

The Clerk presented a revised Code of Conduct for Corporation Members. This document had been re-drafted to comply with the eleventh version issued by Eversheds LLP in January 2013. Members noted that the format of the Code, including technical references (eg. Agency titles) had been updated but it was broadly the same as the previous version, (approved in December 2010). Governors sought, and were given, assurance that the attached version of the BCA Code of Conduct for Corporation Members met all good governance standards and legislative requirements.

The Code of Conduct for Corporation Members was APPROVED as presented for immediate implementation at BCA.

  • Governors Strategy Event 12-13 April 2013

The Clerk presented an outline of the structure for the 1½ day Governors Strategy Event to be held at Cumberland Lodge on Friday 12th – Saturday 13thApril 2013. The meeting was reminded that as well as all governors, the College Senior Management Team (SMT) would be in attendance for the whole event. The Chair asked for some briefing on Apprenticeships and Traineeships to be include in the programme; GM confirmed that this would be covered during the Saturday session.

The draft structure of the Governors Strategy Event 2013 was APPROVED aspresented.

7/13Phase 3 Property Strategy

The meeting considered a detailed update from Jill Small, (Project Manager) who was in attendance at the meeting.

  • College Property Strategy: Members noted that a new College Property Strategy was currently being prepared to go with a revised planning masterplan for the site. This would include exploring any potential for expansion of the current development envelope.
  • Sports Hall/ Energy Centre: The meeting noted that planning approval for the Sports Hall had been granted in January 2013. The design team had now completed Stage E design and tenders had been issued to 5 contractors following a pre-qualification exercise. The meeting noted that the tender presentations would take place on Tuesday 23rd April at BCA and there would be a governor sitting on the contractor selection panel – John Petitt - as well as VPF&CS and Jill Small. It was agreed that the decision on appointment would be delegated to John Petitt and the tender Committee; recommendations on the contractor appointment to be circulated to all governors for approval via written resolution (via e-mail). Members noted that the new planning application for the Energy Centre (changed to move further away from the Grade 2 listed wall) had now been submitted; a Listed Building Consent application had also been submitted. Governors expressed dislike of the architecture of the Energy Centre but JS reminded the meeting that this building would be screened by vegetation, panelled in cedar with a sedum roof, as well as being sunk into the ground. It was also confirmed that the design of the Energy Centre had been approved by the Conservation Officer and the RBWM Planners. VPF&CS confirmed that discussions were currently taking place with VAT Education sector specialists to maximise any opportunities around VAT on the project, Governors would be kept informed of the outcome. The current timetable was for a start on site in late May or early June 2013 with a 9 month programme to completion (March 2014). The current budget for the Sports Hall was noted as £3.6m (an increase on original estimates due to the increased floor-space). Members were reminded that to date the College had received £654,000 in SFA Capital Grant funding in connection with the Sports Hall project. The arrangements for financing the project were considered in more detail. The Energy Centre estimate remained at £1m.
  • Technology Research Centre (TRC): Although originally unsuccessful in securing SFA funding towards the estimated cost of £2.5m, the meeting was informed that the bid had now been approved at the rate of 50% as requested. It was noted that completion would be required by September 2014. The meeting agreed that having two large projects underway at the same time would need careful management. However, members agreed that the growth forecast in student numbers and the current availability of SFA support made this a priority to take forward. Design details of the TRC would be copied to governors as soon as they were available.
  • Equine Arena: The meeting noted the revised plans for a smaller Equine Arena as well as a small addition to the current outdoor school. This compromise plan had been developed after detailed discussions and consultation with local groups including both affected parish councils and the Burchetts Green Village Association (BGVA). It was also noted that the newly introduced ‘Friends of BCA’ scheme was proving popular with local residents.

The report was NOTED.

It was AGREED that the decision on the appointment of the contractor for the Sports Hall would be delegated to John Petitt and the tender Committee; recommendations on the contractor appointment to be circulated to all governors for approval via written resolution (via e-mail).

8/13 Re-financing of College debt

The VP Finance & Corporate Services (VPF&CS) presented a paper which outlined proposed arrangements for the College’s borrowing. VPF&CS informed the meeting that terms and conditions had been received from Lloyds in respect of proposed borrowings to support the three year plan reforecast, as presented to Corporation in December 2012.

The proposal from Lloyds was based upon two new loan agreements: an additional term facility of £2M, to support the construction of the new Sports Hall, at a variable rate of 2.5%; and a revolving credit facility (RCF) of £1.5M, to support working capital requirements, at a variable rate of 3%. The meeting noted that this arrangement was proposed by Lloyds as being favourable to a term loan and overdraft facility, as the underlying rate of interest for the RCF was lower than that for an overdraft facility and the RCF was guaranteed for the three year period, whereas an overdraft would have to be reapproved annually. Members sought, and were given, confirmation that the profit and loss costs of borrowing for the above facilities had been included within the draft budget as presented to Corporation (to be considered later in the meeting). Members noted that the covenants associated with the new facilities would mirror those of the existing borrowings, with an additional covenant in connection with Debt Service Cover of 125%. This covenant would be satisfied in 2012/13 as Lloyds will allow the capital disposal to count as a cash inflow.

VPF&CS informed the meeting that approval was obtained from the Chair of Corporation (under Chairs delegated authority) on the 22nd February 2013 for the loan documentation to be signed by two senior post-holders and this was submitted to Lloyds in order to secure the facility.

It was AGREED that the Lloyds Bank Loan Agreements should be APPROVED as presented and that Chairs Action taken on 22 February 2013 should be RATIFIED.

  • Approval of Bank Mandate

This item was DEFERRED for consideration until the next Corporation meeting.

9/13 Draft Budget 2013/14

  • Budget Re-Forecast 2012/13

The VPF&CS informed the meeting that the forecast 2012/13 was now slightly better than original budget expectations. As shown on the management accounts for January 2013 the forecast deficit, (pre-FRS17 adjustment), was £29,000 against a budgeted deficit of £46,000. The re-forecast was considered in detail.

  • College Budget 2013/14

The VPF&CS presented a budget and supporting commentary for 2013/14 which clearly outlined the rigour of the budget process and the underlying assumptions. The VPF&CS was asked about the assumptions made for future years and he confirmed that the detail of these was in the commentary to the budget which considered the 5 year financial plan for BCA. Members noted that the budget and plan had been produced to reflect the predicted growth in student numbers resulting from the September 2013 enrolment cycle, (this was confirmed as steady state growth of 7% in 2013/14). The budget was based on a very robust curriculum plan for 2013/14 which had been developed with full involvement of all the HoDs. The continued growth was confirmed as a combination of second year roll-over of new curriculum areas – eg. A levels and Art & Design – plus increased interest in core activities such as Equine and Motor Vehicle.

Income:

The budget allowed for a deficit in 2013/14 to reflect lagged learner funding with the College returning to a surplus in 2014/15. Members noted that the budget 2013/14 showed projected income of £12.396m and an operating deficit of £210,000 at year-end. Members were assured that this budget had been constructed using the very comprehensive Curriculum Plan and using the agreed Strategic Plan as the underlying strategy for the college during the next year. Members discussed the detailed narrative and underlying assumptions and considered each element of income and expenditure; a full explanation was given for any substantial variation on current year forecasts. The meeting discussed the current recruitment of apprenticeships and were pleased to note the success in meeting the target of 15 new recruits per month. Governors sought clarification on the curriculum areas which were involved in the apprenticeship programme and the Principal updated the meeting: a number of curriculum areas were involved including Motor Vehicle, Equine, Business and Horticulture.

Expenditure:

Overall pay costs would increase by £620,000 to accommodate the 7% increase in student numbers. VPF&CS reminded the meeting that non-pay costs of the large BCA estate were harder to flex. It was noted that the arable farming contract, (previously covering 400 acres), had been cut back in order to enable the land to be used for an increased sheep flock and student centred activities. Governors were assured that there was new expertise within the Animal Management staff team which would ensure ongoing efficiency in the management of BCA land. Members considered the cash-flow prediction in detail and noted that cash-flow would be tight in March 2014. Members noted that F&GP Committee had asked that the draft budget should be subjected to further development work on staffing costs and College efficiencies. The meeting were reminded that the ‘contribution to overheads’ report was a work in progress but that the target would be around 50% as a general rule.

Members noted that all bank covenants would be satisfied during 2013/14.

  • Five Year Plan 2012/13-2017/18

The meeting considered detailed figures for the five-year period 2012/13-2017/18. The projected total income figure would rise to £14.241m by the end of the five year period. Governors commended this forecast and the fact that the College was moving towards its stated aim to grow to exceed £15m turnover. Governors sought and were given further confirmation that this was a realistic five-year plan based on the heavy growth and investment in 2012/13. VPF&CS confirmed that the biggest area of risk would be around the forecast Higher Education (HE) income. The Chair asked that reporting on HE performance should be highlighted at future Teaching & Learning Committee and F&GP Committee meetings. It was agreed that the five year forecast as presented, was a firm foundation on which to drive BCA forward. The Chair commended the SMT for producing an outline budget which could be considered by Corporation at such an early point in the academic year. VPF&CS reminded the meeting of the stated aim of the Corporation to reduce the College reliance on agency funding over the next 3 years. It was agreed that this should be considered further at the Governors Strategy Weekend 2013 (12-13th April).

The following was AGREED:

i)The first draft of the BCA Budget 2013/14 and 5 Year Plan 2012/13-2017/18 was APPROVED.

ii)That the draft budget should be subjected to further development work on staffing costs and College efficiencies.

iii)That the strategy to reduce BCA’s reliance on agency funding over the next 3 years to be considered at the Governors Conference (April 2013).

iv)That reporting on HE to be a KPI going forward for governors.

10/13Curriculum Field Trips and Visits

The Corporation noted the planned Student Visit and supporting risk-management paperwork for the Public Services coursesAcorn Adventure Expedition (17-25 May 2013). The party would visit two locations in France and Italy. Members were informed that a female member of BCA staff had now been confirmed as attending the trip; 10 of the 54 learners were female. Governors sought, and were given, confirmation that all necessary risk-assessments had been undertaken.

The Public Services student visit itinerary to Acorn Adventure 17-25 May 2013 as presented was APPROVED.

ITEMS FOR INFORMATION

11/13College Management Accounts

The VP Finance & Corporate Services presented the January 2013 Management Accounts which had been re-forecast to reflect approved adjustments to the budget.