CARDINAL NEWMAN COLLEGE

BOARD OF GOVERNORS – GOVERNANCE AND SEARCH COMMITTEE

A meeting of the above Committee was held at 2.00 p.m. on Wednesday 10 May 2016 in the Principal’s Office at the College.

Members present: / Officers in attendance:
Richard Ainscough, Chair (F) / Bob Deed, Clerk
Nick Burnham, Principal
Peter Halpin (F)
Len Hampson (F)
Adrian Metcalf (F)
Helen Seechurn (F)

MINUTES

1 / Opening prayer
The meeting commenced with a prayer
2 / Welcome, introductions and apologies
Apologies were received from Father Luiz.
3 / Declarations of interest
There were no declarations of interest. The Clerk noted that some issues in the report related to the role of the clerk.
4 / Minutes of the last meeting
The minutes of the meeting of the Committee held on Wednesday 10 May 2017were accepted as a correct record and signed by the Chair (file copy entered).
5 / Matters arising from the minutes
There were no matters arising from the minutes of the meeting on Wednesday 10 May 2017 not addressed elsewhere on the agenda.
6 / Risk register: termly update
The governance risks were noted by the Committee.
7 / Response to the Governance assurance review
The Clerk noted that the report had been considered by the Audit Committee with management responses to minor and housekeeping recommendations. He explained that more substantive items were noted for the Governance and Search Committee to consider. He drew the Committee’s attention to his suggested responses.
The Committee considered particularly contentious issues in the report including those highlighted by the Clerk in his covering paper.
Governance SAR: The Committee agreed with the Principal’s suggestion that there should be external involvement in a SAR panel reviewing. The Committee agreed that the College’s critical friend could be involved. The role of the audit committee was noted and the use of the Association of Colleges’ Code of Governance as a benchmark.
Learning Walks: The Committee was opposed to the idea of governors undertaking or overseeing teachingobservations. The College prefers governor involvement to be through participation of governors at curriculum SAR panels. There was discussion over whether there could be a forum for more detailed scrutiny of standards in the early stages of the SAR process. The Principal suggested that SPOCS information might be provided to the Quality, Curriculum and Staffing Committee. He also noted that the Committee received feedback from Course Reviews. The Committee agreed that reporting should be by exception.
Link Governors: The Committee did not favour the introduction of curriculum Link Governors. It was concerned that it might blur the governance-management distinction. The Committee preferred governors to be involved through their presence on SAR panels.
Governor appraisal. Committee members were concerned that this would bureaucratise well-established and well-functioning arrangements for governors to raise concerns. The Committee agreed that there should be an informal one-year discussion/review and also an interview on retirement from office. Other discussions were only considered to be necessary on an exceptional basis at the request of the Chair or the governors.
Skills audit: The Clerk noted that he had not carried out an annual skills audit review. However, the Committee noted that skills and any potential gaps were considered when governor vacancies arose. The Committee agreed that there was value in a skills audit being undertaken and then updated on a rolling basis by the Clerk as new governors joined the Governing Body.
"Quantitative and qualitative criteria" for considering re-appointments: The Committee noted that it considers issues of attendance, commitment and contribution of governors when re-appointing governors. It agreed that numerical targets would be unnecessarily prescriptive.
Dashboard: The Committee welcomed the recommendation of a simple dashboard setting out financial and operational performance while noting the challenges in reporting on academic matters mid-year.
“Union Relationships Link Governor”: The Committee agreed that alternative arrangements should be put in place.
Arrangements for Clerking: The Clerk noted that the Audit Committee - on behalf of the Governing Body and its Committees - reviews any potential for conflicts of interest relating to his roles as Clerk and Vice Principal Finance and Resources. The Committee noted the earlier discussions at the Governing Body on these issues and appropriate safeguards.
Governors development and evaluation policy: The Committee was unconvinced of the benefit of a policy on governors’ development and evaluation. However, the Committee recognized the importance of governor training and development. It agreed that the Clerk should develop a plan for appropriate Governor training and development. This would also take into account Diocesan training programmes.
Len Hampson left the meeting.
Circulation of briefings: The Committee agreed that briefings from the Sixth Form College Association should be circulated to all governors unless they wished to opt-out.
Scheme of Delegation: The Committee was unconvinced of the value of such a document when the committees did not have delegated authorities.
Management accounts for all governors: The Committee noted that currently the Governing Body as a whole considered the termly finance report with the monthly management accounts being circulated to the Chair, Vice Chair and the Finance & Premises Committee Vice Chair. The Committee agreed that this was appropriate at the current time given the College was in outstanding financial health. However, the Committee agreed that these arrangements should be kept under review.
Including staffing in the remit of the Finance and Premises Committee: The Committee agreed that the current arrangements worked well as they fitted well with the management structure. The Committee noted that the Finance & Premises Committee had a key role in considering staffing costs within the College’s budgetary context while the Quality, Curriculum & Staffing Committee maintained the links between quality and staffing.
Governors contact details: The Committee agreed with the recommendation that governors’ contact details should be shared amongst governors on the Office 365 site.
Profile: The Chair suggested that the profile of governors should be raised within the College. The Principal noted the valuable role of governors in the SAR process. The Committee agreed that it would be useful if the Clerk to reviewand refreshed the content of the “Meet the Governors” section of the College website. They further asked the Clerk to explore how governors could be better informed of College events.
The Committee resolved to ask the Clerk to prepare a plan for the implementation of the Committee’s response to recommendations on the basis of the Clerk’s drafted responses as updated for the Committee’s agreed position as set out above.
The Committee asked the Clerk to report on the implementation of this plan at the January 2018 meeting of the Committee and subsequent meetings.
8 / Composition of the Board of Governors and Committees of the Board
The Committee noted the list of members by category with end dates.
The Committee considered the paper setting out proposed committee membership and Link Governors. The Clerk highlighted the proposed simplification of the structure of ad hoc committee which would combine the Grievance and Complaints Committee, the Appeals Committee and the Suspension Appeals Committee. The Clerk explained that the membership would include all Foundation and Coopted Governors in order to allow a quorate meeting when some members may be unable to consider appeals due to previous involvement. This was a response to the governance assurance review and the practical difficulties encountered when it was thought necessary to convene the Appeals Committee over the summer.
The Chair proposed that the Remuneration Committee should be chaired by the Vice Chair of the Governing Body. The Vice Chair was agreeable to taking up this role if approved by the Governors.
The Clerk noted that Father Luiz should be included as a member of both the Remuneration and the Governance & Search Committee.
The Committee resolved to recommend to the next Governing Body meeting the document setting out committee membership including:
  • an Appeals Committee including all Foundation and Coopted Governors; and
  • the Remuneration Committee chaired by the Vice Chair of the Governing Body.

9 / Governor attendance
The Clerk introduced the analysis. He noted that attendance at committees had increased compared with the previous committee structure with average attendance of 85% compared with 68%. However, attendance at thefullBoardfellfrom82%to68%. It was noted that almost half this drop was accounted for by ill-health. The Committee noted that the committees undertook vital scrutiny of reports and policies for the full Board.
One Committee member queried the record of their own attendance.
The Clerk was asked to check the records for absence.
[The Clerk subsequently checked the records. Corrections were made but the overall percentages did not change.]
10 / Review of governor training and development
The Committee discussed the paper on governor training and development which, following a recommendation in the governance assurance review, was a more comprehensive record. The Clerk did suggest that there may be other sessions which individual governors may have attended without reporting.
The Chair raised the issue of external presentations raised by the governance assurance review. The Clerk noted that there had been several such presentations although the external training on safeguarding had been postponed from the June SMT/Governors’ Conference to the October full Board due to the trainer’s personal circumstances.
11 / Governance SAR
The Committee considered the draft governance Self-Assessment Report and discussed the issue of gender imbalance. The Committee also noted the issue of ethnicity. There was a discussion of the scope to seek interest in Governing Body membership from under-represented groups and communities as well as the possibility of noting these issues when seeking nominations from the Bishop. The Committee remained committed to both effective governance and diversity.
The Committee agreed that the draft governance Self-Assessment Report should go to a panel and then the December 2017 Governing Body.
12 / Determination of any items to be treated as Confidential
There were no items requiring treatment as Confidential.
13 / Date and time of the next meeting
The next ordinary meeting of the Committee is scheduled to be held at 4.00 p.m. on Wednesday 24 January 2018.