Approved minutes

THE CORNWALL COLLEGE GROUP

Minutes of the Board meeting

held in the Boardroom, CC St Austell on 19 October 2016 at 4.00 pm

Present / Ian Tunbridge / IT / Chair
Jeff Beer / JB
Malcolm Bell / MB
Peter Child / PC
Sharon Dudden / SD
Peter Hardaker / PH
Raoul Humphreys / RH
Philip Rees / PR
Adele Robson / AR
David Sharples / DS
Thelma Sorensen / TS
To minute 8. / Colin Stratton / CS
Alan Tuckett / AT
/ Peter Walker / PW
Apologies
/ Karen Burrows / KB
/ David Parker / DP
In Attendance / Alison Phillips / AMP / Corporation Secretary
Andrew Counsell / ASC / Group Director Curriculum Innovation
Sally Foard / SF / Group Director Development
This meeting was preceded by presentation on the emerging outcomes for 2015/16 from Chris Sampson, Director for Quality Improvement
1. / WELCOME AND DECLARATIONS OF INTEREST
The Chair welcomed everyone to the meeting. He introduced Adele Robson, recently elected CCSU President for 2016/17, who was studying a Foundation degree in Rescue and Emergency Management at Duchy College, Stoke Climsland. Around the table introductions followed.
Apologies were received.
Declarations of Interest – Philip Rees declared an interest in the Sub Contractors Report (Agenda item 7.7) as a director of Cornwall Care which was a sub--contractor.
2. / MINUTES
2.1 / Minutes of the Special Board meeting held on 6 July 2016
The minutes of the Special Board meeting held on 6 July 2016 were received, agreed as a correct record, and signed by the Chair.
2.2 / Confidential minutes of the meeting held on 6 July 2016
The confidential minutes of the Special Board meeting held on 6 July 2016 were received, agreed as a correct record, and signed by the Chair.
2.3 / Minutes of the Meeting held on 13 July 2016
The minutes of the meeting held on 13 July 2016 were received, agreed as a correct record, and signed by the Chair.
2.4 / Confidential minutes of the meeting held on 6 July 2016
The confidential minutes of the meeting held on 13 July 2016 were received, agreed as a correct record, and signed by the Chair.
2.5 / Reserved minutes of the meeting held on 13 July 2016
These minutes had been circulated by email to external governors only. It was noted that the attendance had been modified to reflect the withdrawal of Tony Woolman from this part of the meeting. The reserved minutes were agreed as a correct record and signed by the Chair.
2.6 / Minutes of the Special Board meeting held on 9 September 2016
The minutes of the Special Board meeting held on 9 September 2016 were received, agreed as a correct record, and signed by the Chair.
2.7 / Confidential minutes of the Special Board meeting held on 9 September 2016
The confidential minutes of the Special Board meeting held on 9 September 2016 were received, agreed as a correct record, and signed by the Chair.
3. / MATTERS ARISING
The report, which covered actions from the 13 July Board meeting, was received and noted.
Actions from other meetings had been addressed.
4. / APPOINTMENT OF STUDENT GOVERNORS
Adele withdrew from the meeting for this item.
The Chair reported that the Corporate Student Executive Committee had met on 10 October and elected the CCSU President and Vice President: Adele Robson and Alex McGrath. Alex was an HE student studying Marine Science at Falmouth Marine School.
The Board approved the appointment of both students as governors of Cornwall College with immediate effect and for the remainder of the academic year, and noted that they would also serve on the Cornwall College Students’ Union Trustee Board. Given that these students were both volunteers and studying, they would not be invited to serve on any committees of the Board at this stage.
Adele returned to the meeting and the Chair thanked her for her interest and confirmed that she had been appointed as a governor of the College subject to due process. / AMP
5. / STRATEGIC DISCUSSION: MAXIMISING SOCIAL BENEFIT AND A SUSTAINABLE BUDGET
The report was received and the Chair explained that this item followed on from a useful discussion at the Finance and Resources Committee. He thanked Raoul Humphreys, Acting Principal for the excellent paper and invited him to highlight key points.
RH explained that this discussion resonated with the area review process and was an opportunity for governors to consider in the light of the current financial and funding environment, the sustainability of the college’s agreed aims:
·  Aligning our curriculum delivery to the needs of individuals and employers in the context of the regional economy.
·  Being a fully inclusive College leading the post 16 agenda in the communities that we serve and providing opportunities for those with the greatest threat of exclusion and disadvantage.
Further challenges were presented by the cost of operating in a dispersed rural environment and the additional expenditure required in providing appropriate support to those leaners at the greatest risk. The Group’s Recovery Plan should deliver a small surplus to support reinvestment but if the plan could not be delivered there was currently no contingency plan. It was accordingly appropriate for governors to consider the sustainability of the college’s mission.
Governors shared their views and discussed the strategy and challenges openly and comprehensively. They unanimously endorsed the commitment to social inclusion and commended the progress made in recent months in delivering the recovery plan. They recognised that the Group’s educational activities alone were not viable and had been supported by grants and commercial activities in the past. There was more work to be done including reviewing staffing ratios and the viability of the curriculum plan, aligning the property strategy and curriculum and reviewing commercial activities. Much of this work was in progress but cash remained the key priority and focus of attention.
In conclusion the Board was confident that the Recovery plan would be delivered and endorsed the Group’s strategy and direction of travel for the benefit of its south west communities. Governors recognised that alternatives to the current strategy were likely to be politically unacceptable and economically damaging to the communities we serve and to the needs of learners. It was agreed that it was imperative that the current strategy was delivered.
The Chair commended the value of the discussion and thanked colleagues for their contributions.
6. / PRINCIPAL AND CEO’S REPORT - CONFIDENTIAL
The confidential report was received. The Acting Principal suggested that the report be taken as read and highlighted key matters in the report briefly.
·  Financial Strategy (Financial Recovery Plan – the management accounts for the year ended 31 July 2016 had been shared with Board members previously and identified a deficit of £2m subject to audit. Cash was ahead of forecast and creditors were being carefully managed.
The disposal of land and property no longer needed for educational use was being progressed. Very recently, an offer for all of the Bicton Houses had been received and it was possible that the sale could be progressed rapidly. Accordingly RH sought delegated authority for the Chair and CEO to agree the sale, which was recommended by the property advisers and in line with the cash flow forecast, and following a brief discussion this was agreed.
·  Modern Slavery and Human Trafficking Statement – The Board noted the requirements of the Modern Slavery Act 2015 and approved the draft statement for publication.
·  Pro-Solutions - a presentation would be given to the Board at the next meeting.
·  Area Review – a response document was being prepared for the process and would be shared with governors.
·  Cornwall Chamber of Commerce – Governors noted the Acting Principal’s appointment on to this Board and endorsed this engagement with the business community. It was also noted that the LEP had produced a video clip and that the Acting Principal appeared in this.
Governors asked a number of questions regarding the area review process and specifically about the capacity of the senior team given the lack of a Director of Finance. RH confirmed that it was challenging and that the senior team of three was working extremely hard specifically to align income and expenditure by 31 December 2016. / RH
AMP
RH
RH/AMP
7. / REPORTS FOR BOARD DECSION, DISCUSSION AND INFORMATION
The meeting agreed to bring forward agenda item 7.5 Recommendation from Remuneration Committee before the refreshment. Accordingly senior postholders withdrew from the meeting.
7.1 / Recommendation from Remuneration Committee
The report was received and the Chair confirmed that the committee was pleased with the performance of the team. The Board noted that the senior postholders’ and Corporation Secretary’s performance development reviews had been completed and the committee had agreed that there would not be any salary increases in line with the staff position. In addition the committee had recommended the Group Director for Development be designated as a senior postholder. At the invitation of the Chair RH outlined the rationale for this proposal which recognised the strategic nature and responsibilities of the role as one of the three members of the senior team. The Board unanimously agreed to designate the Group Director for Development as a senior postholder.
The Chair also reported that the Selection Panel set up to progress the appointment of the Principal and Director of Finance and Resources had met and strongly recommended that the Principal’s appointment be deferred until after the Area Review process. The Chair explained that this was to secure continuity and stability and sought the Board’s endorsement. The Board agreed this recommendation and the Chair confirmed that staff would be advised of this decision shortly. / RH/amp
Following a short refreshment break all attendees returned to the meeting.
7.2 / Recommendations from Audit Committee
The report was received and reviewed briefly by Peter Hardaker, Chair of the Audit Committee. The Board:
·  Noted the appointment of RSM Risk Assurance Service LLP, as internal auditors, and PricewaterhouseCoopers, as financial statements auditors, from 1 August 2016 for a five year term subject to annual renewal.
·  Approved the self-assessment questionnaire used to inform the statement on regularity included in the Financial Statements for signature by the Acting Principal and Chair of Governors. / AMP
7.3 / Recommendations from Excellence and Experience Committee
The report was received and the Board discussed the Annual Safeguarding report. Governors recognised that, whilst it was not mandatory to have a lead safeguarding governor, it was desirable and discussed options including the co-option of a suitable individual onto the Excellence and Experience Committee. The Chair invited colleagues who were interested in the role to contact the Corporation Secretary and agreed that if there was no interest a co-optee would be identified.
The Board approved the Annual Safeguarding Report for 2015/16. / All
7.4 / Recommendations from Finance and Resources Committee - Confidential
The confidential report was received and noted. Following a brief review by RH the Chair invited governors’ questions to clarify their understanding of the financial position. Responding to a question regarding the likely impact of Brexit RH reassured governors that the recovery plan only included secured EU funding and that ESF work had been discontinued due to cash flow pressures. Accordingly he was optimistic that Brexit would present opportunities for the Group.
The Board approved:
·  Changes to the Financial Regulations relating to depreciation of assets and budgets.
·  The Three Year Financial Plan
·  The Recovery Plan update.
The Board also approved the following orders over £100,000 excluding VAT:
Supplier / Description / Amount
Hole JCB Ltd / Plant equipment for Bicton Engineering and Construction / £197,592.00
Treco / Boiler replacement at Bicton / £121,504.46
7.5 / Report from Delivery and Development
The report was received and reviewed briefly by Peter Child, Vice Chair. The Board noted the Cluster Directors’ plans for Cluster Advisory Board engagement in the current year, which had been agreed with Cluster Chairs, and endorsed this approach.
7.6 / Recommendations from Search and Governance Committee
Malcolm Bell withdrew from the meeting for this item.
The report was received and reviewed by Thelma Sorensen, Chair of the Search and Governance Committee. Following discussion the Board agreed:
·  The reappointment of Malcolm Bell for a further four year term of office with effect from 1 December 2016.
·  The appointment of Sonia Blandford as a governor and member of the Excellence and Experience Committee, subject to due process, for a four- year term of office. Subject to further discussion Sonia would also take the lead on Equality and Diversity and SEND.
·  The appointment of Wilf Hudson as a governor and co-opted member of the Excellence and Experience Committee, subject to due process for a four-year term of office.
The Board also approved the following updated policies and procedures:
·  Code of Conduct for Governors
·  Conflicts of Interests Policy
·  Standing orders
·  Search and Governance Committee terms of reference and rules.
The Chair invited colleagues to forward any suggestions for potential governors, in particular those with financial and commercial expertise, to the Corporation Secretary.
Updated Declarations of Interest were tabled for governors to review and return to the Corporation Secretary. / AMP
AMP
AMP
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All
All
Malcolm returned to the meeting and was congratulated on his reappointment.
7.7 / Sub-contract Activity
The report was received. The Board approved the updated Supply Chain and Fees Policy.
7.8 / Governance Self-Assessment
The report was received. The Chair thanked colleagues for taking time out of their schedules to meet with him and confirmed that he had found the meetings very helpful. There was a general consensus that the Group had come through a particularly difficult period and as a consequence the Board was stronger, in a good position with a good senior team. There were some concerns relating to Board and committee meeting arrangements and communications. Accordingly the Chair proposed that a task and finish group be set up to review governance arrangements in the broadest sense and report back to the Board. The Board agreed this proposal and the membership was agreed as the Chair, Acting Principal, Sharon Dudden, Jeff Beer and the Corporation Secretary.
The Board also discussed appropriate key performance indicators and management information and noted that this was also being considered by the management team. / AMP
7.9 / Governance matters
The report was received and noted.
The Board ratified the Chair’s decision to grant David Parker leave of absence until the end of November 2016. The Board noted the Board Attendance and Training and Development Record for the previous academic year which were factual but did not reflect the contributions made by individual governors.
Following this discussion Colin Stratton left the meeting.
8. / FEEDBACK FROM GOVERNORS
Jeff Beer reminded colleagues that land-based courses were funded at the higher rate of 1.75% of the standard learner rate to recognise additional expenses necessary to deliver these courses. He explained that there was the possibility that this rate would be reduced which would impact significantly of the Group’s income. There was a robust criteria for qualifying for this enhanced rate which included significant reinvestment in the area. Where land-based colleges had merged with general FE colleges there had been some criticism that the additional funding had not been absorbed in the wider curriculum and this had prompted the review of the additional support criteria. JB suggested that it might be beneficial to differentiate Bicton College, Duchy College and the Rural Business School so that it would be easier to justify how the additional funding was spent. This prompted a discussion about the branding of the Cornwall College Group and more widely the cluster structure. The Rural Economy Cluster was a critical part of the strategic intent and the separate brands of Duchy College and Bicton College had been deliberately retained.
The Board recognised that this was a national issue and following discussion the Chair suggested that it would be helpful to have a briefing paper outlining the issues and proposals for differentiating the land-based colleges at a future meeting. Rebranding of The Cornwall College Group was a significant decision which was not a priority at the current time.
9. / INFORMATION SECTION – ELECTRONICALLY
9.1 / Sealings
9.2 / Minutes of Board Committee Meetings
Finance and Resources Committee 22 June 2016
Confidential Minutes Finance and Resources Committee 22 June 2016
Delivery and Development Committee 14 June 2016
10. / DATES OF NEXT MEETINGS AT 4.00 PM
14 December 2016 at CC Camborne
8 March 2017
10 May 2017
5 July 2017

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