THREE HUNDRED AND FORTY-THIRD MEETING OF

THE TRUSTEES OF THE NATIONAL MARITIME MUSEUM

10 JUNE 2015

IN THE SOUTH-EAST PARLOUR OF THE QUEEN'S HOUSE

MINUTES

Trustees present:

Sir Charles Dunstone Chairman

Linda Hutchinson

Sir Robert Crawford

Eleanor Boddington

Professor Chris Lintott

Joyce Bridges

Carol Marlow

Jonathan Ofer

Eric Reynolds

Professor Alison Bashford

Jeremy Penn

In attendance:

Kevin Fewster Director

Andy Bodle Director, Operations and HR

Anupam Ganguli Director of Finance

Mike Sarna Director, Collections and Public Engagement

Kate Seeckts Director, Development

Richard Wilkinson Director, Enterprises

Christopher Gray Museum Secretary

~Chairman and Board matters session~

i Committees of the Board

The Board agreed the changes to the Board Committee structure and membership put forward in the paper.

ii Draft Agenda for 17 September Strategy meeting

The Board agreed the draft agenda for the 17 September Strategy meeting.

iii Meeting schedule from September 2015 onwards

The Board agreed the meeting schedule from September 2015 onwards.

~Governance Session~

1. Apologies

Received from Gerald Russell, Trustee and Admiral Sir Mark Stanhope, Trustee.

2. Declaration of relevant interests related to this meeting

None other than those previously registered.

3. Draft Minutes of the previous meeting: 342 of 5 March 2015

The Board agreed the minutes to be a true record of the meeting and the Chairman certified the minutes accordingly.

4. Director’s Report for Q4 2014-15

The Director added to his report the excellent news that the Museum won

an award in the Organisation Category of the London Ambulance Service’s

Saving Lives Awards. The Museum was awarded a new defibrillator in recognition of helping to save a life and, as the Museum has sufficient, this one can now be donated to another charity.

A fundraising update was that the Charles Skey Charitable Trust is donating £75k towards the learning centre at Kidbrooke and that the potential sponsorship of Pepys by RSA will be decided on Friday. In addition, BAE Systems have agreed to support our Battle of Jutland exhibition (planned for the 2016 centenary) at £95k, spread over three years from their Heritage budget.

The Director updated Trustees on the latest position on the South Sea Company shield/coat of arms.

The Director also commended the annual Conservation report to Trustees.

The Board were grateful for and noted the Director's Report with no other matters arising.

5. Director of Finance Report

5.1 Finance report at Year End 31 March 2015

The Director of Finance stated that the Management Financial Statements had been reviewed by the Finance Committee at its May meeting.

The Director of Finance reported that with respect to the Revenue outturn the operating surplus for the year is £574k before restructuring. The Q3 Forecast was £340k. The main reasons for the positive variance of £234k are:

1) Additional income from ROG

2) Savings in staff costs

3) Delays to digital media projects as a result of staff churn

Which were offset by:

1) Additional estates maintenance costs as a result of finding more asbestos

Restructuring costs are £44k less than forecast.

Therefore, the operating surplus after restructuring is £4k against a forecast deficit of £274k.

The Museum will be transferring a total of revenue and capital of £702k to the Foundation which will bring the Foundation’s balances to £6.2m.

The largest capital underspend is as a result of the programme of works to the Queens House. This has meant that we have not been able to spend all of the £500k earmarked for asbestos removal from the Queen’s House. A grant application to the Royal Museums Greenwich Foundation for the unspent capital funds will be made in 2015-16.

Trustees noted and agreed both positions.

5.2 Income update for April-May (report tabled at the meeting)

The Director of Finance tabled the latest income figures to the end of May 2015 and the Board noted the overall positive variance of £80k – although it was still early in the year.

The Director of Finance also reported that there had been a £52k (0.375%) in- year cut of Grant in Aid and that there is a possibility that the sector may suffer a second in-year cut later in 2015-16.

The Board then noted the income update as at end May 2015.

5.3 Refresh of approach to Strategic Risks

The Director of Finance introduced the review of the Strategic Risk Register by rehearsing with Trustees that at their February 2015 the Audit Committee Trustees commented that the current strategic risk register was lengthy, outdated and did not accurately reflect the strategic risks the Museum currently faces. The Committee felt that the register should be sharper, focussing on key risks, and should include opportunities as well as risks. This review was then agreed by all Trustees at the 6 March Board meeting.

The Director of Finance, as Risk Management Sponsor, then undertook to develop a new approach which addresses concerns with the current register.

The Director of Finance reported that he had held two workshops, one with the Executive Board and another with the senior management team at which, without reference to the current register, the participants brainstormed what they considered were the current risks with reference to the successful delivery of the aims and strategies in the Museum’s Corporate Plan.

Those outputs were summarised by the Finance Director and the high level risks and opportunities linked to the four primary aims of the Museum as per the Corporate Plan.

The draft Register was presented to the Audit Committee for feedback at the meeting on 7 May 2015 and the Committee’s comments have now been incorporated. There has been a subsequent review of the Register by the Executive Board and the Senior Management Team.

Executive Board colleagues have been tasked with expanding each risk to include:

·  Current mitigating actions, action owners and dates for completion

·  Further actions required, action owners, and dates for completion

The Executive Board will review the output and assign an overall owner for each of the risks and opportunities over the summer. Also, feedback on the draft Register will be sought from the internal auditors.

The Board then noted and approved the direction in which the Strategic Risk Register was being taken and looked forward to the next stage of the work being brought to the 17 September meeting.

6. Resolution to make revenue and capital grants to the Royal Museums Greenwich Foundation at year end

The Board of Trustees agreed that any surplus on unrestricted revenue reserves for the year and any unspent unrestricted capital sums should be paid over as grants to the Royal Museums Greenwich Foundation.

The Director of Finance reported that it had been agreed with the NAO that, subject to the appropriate resolutions, the grants can be included in the accounts as an accruals basis rather than having to actually pay them over before the year-end. The director of Finance confirmed that approval had also been obtained from DCMS for this transfer and that the amount has been included in the year-end financial statements which had been audited by the NAO.

The Board of Trustees then resolved for the 2014–15 financial year to grant to the Royal Museums Greenwich Foundation £702k (£404k revenue plus £298k capital) in the same terms as specified in the paper.

7. Endeavour project progress report

Endeavour Galleries:

The Director highlighted that for the Endeavour Galleries, Purcell Architects have been appointed to undertake the base-build work on the West Central Wing gallery spaces. Purcells were executive architect for the Sammy Ofer Wing project. Casson Mann Designers have been appointed designers for the four new Endeavour galleries. Casson Mann designed the Museum's most recent new permanent gallery, Nelson, Navy, Nation. The Director stated that both firms’ familiarity with the Museum buildings and our team should stand the project in good stead. A presentation on the design ethos for the galleries was given to Trustees later in the meeting.

Kidbrooke:

The Director reported that the latest Kidbrooke cost plan had come in higher than anticipated. The M&E costs that were included were high as they were required to act as a worst case contingency while the M&E design was being undertaken. The Director stated that building is designed as per the original proposal and assured Trustees that the Museum team was pushing hard down on the specification but there had been growth in both building rates per m2 and inflation since the first cost plan had been presented.

Trustees were assured that the Museum was receiving independent cost advice and that this assurance was part of a larger assurance map that would be brought to Trustees in their next progress report.

Staff Accommodation:

The progress report drew attention to the finding of asbestos dust in the floor void remaining from the 1990's removal (standards having changed) and that though this had led to a hiatus in the works the move back date / critical path was not disrupted.

Royal Observatory Greenwich:

The Director reported that Purcell has undertaken a large amount of research and work based on the brief provided by the internal ROG masterplanning team. The scope of work was expanded to cover both the north and south sites to develop a cohesive master plan. The cost estimates for this full master plan, at approximately £6 million, were not affordable within the overall Endeavour project.

In consequence the Executive are proposing making a more economic range of improvements – and now rather than on the original timetable. Purcell have been requested to consider what a reduced option might be for the north side entrance of the ROG. This option is to include repairs and improvements to the Meridian building entrance elevation at the 3 arches entrance, landscape improvements to the forecourt in front of the 3 arches in this area, improved signage to the Meridian garden and internal improvements to the Meridian building. This reduced scope will provide the budgetary cover for Kidbrooke. Crucially, a full planning process would not be required for these interventions. The Director confirmed that these works do not conflict with the overall masterplan and will be used as its foundation to be seen as a first phase of the masterplan.

In addition there is a planned new audio guide coming and this will be converted to multi-media guide.

Trustees were concerned that in light of the cost of the project and SR15 coming up, that the ROG element of the project (which is an income generating site) is being scaled back and believed that it would be good to do more than the bare minimum. The Director stated that although there would be no new building on the south side of the Meridian building in this phase the plans would improve retail performance by expanding and improving the Meridian shop layout and its relationship with the entrance to the North site.

It was agreed that the masterplanning must have Board involvement in its thinking and it was further agreed that the current full ROG Masterplan is to be circulated for Trustees attention as soon as possible. The Director said this would be done with the phase 1 option when this is ready in a matter of a few weeks.

Trustees noted that 2025 is the 350th anniversary of the founding of the ROG.

In conclusion on the Endeavour project the Director stated that the scope of the Accommodation element, the Galleries element and the Kidbrooke element all remained as agreed by Trustees at earlier meetings. However, the Executive are proposing to reduce the ROG scope to a phase 1 element to provide a quicker and more economic fix to some pressing problems at the North site. This would allow time to reconsider at a wider level the masterplan brief for what was by far the most complex circulation on the Museum's most complex site. The Director also proposed that it was reasonable to use this change of scale to provide budgetary cover for the growth in the costs of the Kidbrooke element from its original indications.

The Board of Trustees then noted the Endeavour project progress report and in conclusion agreed to move to the £800k detailed design phase on Kidbrooke (proceeding to detail design commits the Museum to fees but not to construction). Trustees also agreed to reduce the budgeted spend on the ROG and agreed to this being used to cover the increased costs of Kidbrooke.

8. Audit Committee report to Board for 2014–15 and the proposed 2015–16 Audit Plan

The Board was grateful for the work of the Audit Committee in the last year, noted the Committee's report to the Board for 2014–15 and approved the proposed 2015–16 Audit Plan.

9. Definition of Public Task regarding the Public Sector Information Regulations (PSI) Directive

The Director, Enterprises stated that the PSI Directive is not intended to dislocate operating models where a museum, archive or library earns income from licensing the use of material in which it owns the Intellectual Property Right (IPR) or where the creation of the content has required substantial investment and that indeed it was probably not going to have a great deal of impact. Nevertheless it was vital that staff work within the controls and procedures outlined in the paper.