Minutes of the Full Board Meeting

EASTLEIGH COLLEGE BOARD

MINUTES OF THE FULL BOARD MEETING

WEDNESDAY 13 DECEMBER 2017, 1700hrs IN ROOM G101/102

Present:

David Yeandle OBE (Chair) / John Course
Angela Cross-Durrant / Shirley Nellthorpe
Natalie Wigman / Julie Richmond
Helen Hills / Paul Sahota
Steve Johnson / Ed Atefi
Dr Jan Edrich (Chief Executive and Principal)
Judith Grajewski
Verona Hall / Jon Sendell

In Attendance:

Paul Cox,Vice-Principal Curriculum and Quality

Tom Barlow , Finance Director

Matt Phelps Vice-Principal Commercial

Dr Chris Davis OBE, Clerk to the Board

B.28.17 / GOVERNORS’ MEETING TIME WITHOUT SMT
B.29.17 / MEMBERSHIP & BOARD MATTERS
i / Apologies
Apologies were received fromMairead Taylor.
ii / Declarations of Interests
Dr Edrich, Tom Barlow, Paul Cox, Matt Phelps,Julie Richmond, Helen Hillsand Dr Davis declared an interest regarding the annual pay review (B. 36.17). There were no other declarations of interest, financial or otherwise declared.
iii / Minutes of the Last Meeting
The minutes of the meeting held on 13September 2017 were agreed and signed as a true and accurate record.
v / Matters Arising
There were no other matters arising.
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vi / Review Board Terms of Reference
The Board agreed to the minor amendments tothe BoardTerms of Reference.
Further 4 Year Term of Office for Mrs Gail Thomas
The Clerk confirmed that he had been in contact with Gail Thomas to ascertain a decision from her on continuing as a member of the Board. She had confirmed that it was her wish not to continue in the role of Governor for a further 4-year term of office.
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ix / The Chair wished to record his thanks to Mrs Thomas within the minutes of this meeting.
The Clerk confirmed that a letter of thanks and appreciation had been sent to Mrs Thomas.
The Board noted the decision of Mrs Thomas not to seek a further 4-year term of office.
12 month appraisal Judith Grajewski, Natalie Wigman and Ed Atefi
The Clerk reported that all three Governors had successfully completed their first year as Governors. They had all indicated that they wished to continue in the role for a further three years.
The Board approved a further three-year term of office for Judith Grajewski, Natalie Wigman and Ed Atefi.
Appointment of New Chair, F&GP Committee – Jon Sendell
The Clerk explained that Mr Sendell had undertaken the role of Chair of the F&GP Committee since Paul Quigley’s retirement from the Board..
At the last meeting of the F&GP Committee it was agreed that Mr Sendell should be appointed as the Chair of the Committee with a recommendation to the Board for approval.
Governors approved the appointment of Mr Sendell as Chair of the F&GP Committee.
Chair – update on Governors’ one-to-one
Mr Yeandle thanked all Governors for taking the time to meet with him on a one-to-one basis. The feedback from everyone had been extremely positive and he said he was now in a position to pull together the observations by individual Governors.
He said that, as he made the assumption that everybody had read the papers prior to meetings, he felt there was therefore no need during Board meetings to cover the details in the papers. The onus he said should be on those speaking to Board papers to summarise the key issues of the agenda item to allow for more debate and challenge. He added this should therefore create space within the Board agenda for more Governor generated items to be discussed.
He felt that the Committee meetings he had attended were extremely well managed and had covered a lot of ground.He added that, at this stage he had not decided whether to be a member of the F&GP or the Standards Committee or a member of both Committees.
ACTION : DY
Mr Yeandle said he appreciated the important role of the Vice-Chair of the Board. He was therefore pleased to report that Mr Sendell had agreed to continue in this role,but that he would like to review the situation in summer 2017.
He said he would like to have a few small working groups of Governors to evaluate and suggest ways of improving the work of the Board. As most Governors had indicated to him their support for a paperless approach to Board papers, he felt that the use of e-papers for Governance matters might be a good subject for a working group which could assess the costs and benefits of doing this and explore the possible options for introducing this during 2018.
ACTION: DY/CD.
He has also noted that most Governors felt that the Monthly Report needed to be revised and made more user-friendly. He said he would therefore meet with Dr Edrich, Mr Barlow and Mr Coxto explore possible ways of doing this in the new year
ACTION: DY/JE/TB/PC.
He also asked the Clerk to explore more training opportunities for Governors using the Association of Colleges, the Education and Training Foundation and any other training providers.
The Clerk said he would circulate these opportunities to Governors by email.
ACTION:CD
Mr Yeandle concluded by asking Governors to note that they are required to sign in at reception on every visit to the College using the new computerised system at the reception desk.
ACTION: GOVERNORS
B.30.17 / GOVERNORS’ MONTHLY REPORT – OCTOBER 2017
i / Financial aspects
Mr Barlow drew Governors’ attention to two points within the commentary on management accounts.
The first point was with regard to capital developmentand he reported that there was no change to the forecast outturn figures, adding that the defects process on F Block is on-going and the defects process on G Block is due to take place in March 2018.
Mr Barlow also informed Governors that the outturn projected in the Financial Statements 2016/17was correct with no significant changes bar the adjustments for pension contributions.
Mr Barlow then highlighted some of the areas highlighted in the commentary:

Emerging Non-Levy recruitment situation
Levy –strong growth recorded
Partnership recruitment
Strong cash position mitigated through other sources of income

Mr Johnson was pleased that the Governors’ Monthly Report was being reviewed and asked that the commentary on the Financial aspects should include a more detailed variance analysis of costs.
Governors noted the Financial aspects in the Governors’ Monthly Report.
ii / Safeguarding Update (including Hampshire Safeguarding Children Board Annual Audit form)
Mr Cox reported that the number of referredSafeguarding incidents within the Monthly Report was high. He felt that this was due to an increased awareness and that the majority of incidents were of a pastoral nature and not safeguarding matters.
He drew Governors’ attention to the Hampshire Safeguarding Children Board Annual Audit form saying that this had been robustly reviewed in September 2017. The audit had indicated that safeguarding is good at Eastleigh College.
Governors noted the Safeguarding update in the Governors’ Monthly Report.
iii / Matters arising
There were no matters arising from the Governors’ Monthly Report for October 2017.
B.31.17 / TO RECEIVE REPORT ON COMMITTEE MINUTES
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B.32.17
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B.33.17
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B.34.17
B.35.17
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ix / Audit Committee Minutes, 1 November 2017
Miss Nellthorpe provided Governors with a summary of the meeting of the Audit Committee on 1November 2017 as described in the minutes of the meeting.
She explained that the minutes reflected the Committee’s decisions and actions relating to the following agenda items:

Audit Committee Annual Report to the Board
Internal Audit Annual Report, 2016/17
External Audit Progress re 2016/17 closure and associated audit report
Review of Risk Management Board minutes on the 10 October 2017
Risk Management Policy
Self Assessment of compliance with regularity and propriety requirements

Governors received the report on theAudit Committee minutes of 1November2017.
Finance and General Purposes Committee Minutes, 15 November 2017
Mr Sendell made Governors aware of the following agenda items discussed at this meeting:

College Banking and Insurance Arrangements
Financial Statements for 2016/17
Tuition Fee Guidance and Fee Level Proposals
ESFA Financial Health Assessment letter and Finance Dashboard

Governors received the report on the F&GP Committee minutes of 15 November 2017.
Standards Committee Minutes, 22 November 2017
Mr Course provided Governors with a summary of the meeting of the Standards Committee on 22November 2017 as described in the minutes of the meeting
He said the minutescovered the following agenda items::

College Quality Top Level Target Key Performance Indicators (KPIs)
Governance SAR 2016/17
SAR grades for Curriculum and Support Services 2016/17
New Red Alert Courses 2017/18 and Red Alert Final Report 2016/17
English and maths report
Teaching, Learning and Assessment report
HE SAR/HE QIP/HEFCE Governor declaration
QAA Review Letter/ QAA Review report

The Link Governor process was also briefly discussed at this meeting and Mr Course suggested that a copy of the current relevantSARs and accompanying QIPs might be helpful information for Link Governors to receive.
ACTION: PC
Governors received the report on the Standards Committee minutes of 22 November 2017.
Eastleigh College Ltd Minutes, 13 December 2017
The Clerk gave a verbal report on the meeting that had taken place an hour earlier. He advised that the Financial Statements had been audited by and approved by the company’sDirectors.
Governors received the minutes of the meeting of Eastleigh College Ltd of 13December 2017.
TO RECEIVE OPERATION & TERMS OF REFERENCE OF COMMITTEES
Audit Committee
No changes were made to the Terms of Reference of the Audit Committee.
It was agreed:
To approve the Audit Committee Operation and Terms of Reference.
Finance and General Purpose Committee
No changes were made to the Terms of Reference of the Finance & General Purpose Committee.
It was agreed:
To approve the Finance & General Purposes Committee Operation and Terms of Reference.
Standards Committee
Mr Course reported that a few changes had been made to the Standards Committee’s Terms of Reference. He said that the Board papers included thesuggested changes, which had been underlined.
It was agreed:
To approve the revised Standards Committee Operation and Terms of Reference.
TO RECEIVE
Letter from outgoing CEO of ESFA
Dr Edrich explained that the letter from the outgoing CEO of ESFA referred to the important matter of standards of governance and accountability in Colleges within the sector. She felt that the letter contained many important issues which Governors needed to be made aware of and they might be useful to the governing body when finalising the accounts for last year, meeting the challenges of the current year and planning for the future.
Governors received the letter from the outgoing CEO of ESFA.
Sub-Contracting Policy
Dr Edrich made Governors aware that the policy was a mandatory requirement that needed to be in place to participate in any sub-contracting activity.
She explained that the Policy had been robustly reviewed and approved by the Finance and General Purposes Committee at their previous meeting. She clarified that the Policy required approval and signature by 30 November 2017 and, therefore, the policy had been delegated to the Finance and General Purposes Committee for approval.
Governors received the Sub-Contracting Policy.
Business Objectives 2017-2020 update
Dr Edrich reported that she was able to provide an update on the current outcomes as of December 2017, referring to the starting position and the six objectives of 2016.
She also made Governors aware that the milestones for 2018 had been amended.
It was requested that there should be interim updates and forecasts provided on the data that was available to the Standards Committee and any issues of concern identifiedwould be reported to the full Board.
This proposal was agreed by the Board.
ACTION: JE
Governors receivedthe Business Objectives 2017-2020 update
COMMERCIAL CONTRACT PILOT SCHEME (UPDATE)
(See confidential addendum)
Governors noted progress on the Commercial Contract Pilot scheme
TO APPROVE
Audit Committee Annual Report
Miss Nellthorpe stated that the Report was a requirement of the Joint Audit Code of Practice, covering a summary of the Committee’s activities for the year under review, including any significant issues arising and any significant matters of internal control included in reports received from auditors or other assurance providers.
The Financial Statements audit was clean with no significant findings in relation to deficiencies in internal control being reported. She also made Governors aware of the Regularity audit and said that the auditors expect to issue an unqualified Regularity audit opinion.
She went on to explain that, of the nine business areas reviewed throughout the year, the internal audit service concluded that substantial assurance could be placed in 5 areas, with adequate assurance in the 4 other areas. No significant issues were raised.
It was agreed:
To approve the Audit Committee Annual Report.
Internal Audit Annual Report 2016/17
Miss Nellthorpe drew Governors’ attention to the audit opinion reporting that Eastleigh College’s framework of governance, risk management and management control is ‘adequate’ and audit testing had demonstrated controls to be working in practice.
She went on to explain that, of the nine business areas reviewed throughout the year, the internal audit service had concluded that ‘substantial’ assurance could be placed in 5 areas, with’adequate’ assurance in the 4 other areas. No significant issues were raised
It was agreed:
To approve the Internal Audit Annual Report 2016/17.
External Audit, Final Audit Findings Report
Mr Barlow reported that the external auditors’ opinion was that there were no significant deficiencies in internal control that came to their attention during the course of the audit and regularity work.
It was agreed:
To approve the External Audit, Final Audit Findings Report.
Financial Statements 2016/17
Mr Barlow drew Governors’ attention to the summary report and highlighted the main headline numbers from the statements:

Surplus of £725k
Cash balance of £4.6m
Long term borrowing of £4.6m
HCC pension deficit (FRS 102 calculation) of £7m

The conclusion from the audit was that the College’s financial performance for 2016/17 was good and that, overall, the College is in a stronger position than much of the FE sector.
It was agreed:
To approve the Financial Statements for 2016/17.
Financial Statements Representation Letter
Mr Barlow confirmed that this was a standard letter and mapped out the Board’s financial statements representation to the external auditors.
It was agreed:
To approve the Financial Statement Representation Letter.
Regularity Representation Letter
Mr Barlow confirmed that this was also a standard letter and referred to the representations given to the external auditors in connection with their assurance engagement for the year ending 31 July 2017.
It was agreed:
To approve the Regularity Representation Letter.
Tuition fee guidance and fee level proposals
Mr Barlow explained the annual tuition fee proposals for 2018/19 including that:

the College’s current tuition fee levels were in line with ESFA guidelines.
it was the College’s overarching strategy to maintain a significant footprint in the market and to maximise tuition fee income. It was therefore considered that a 3% general increase should be applied in 2018/19 and that this will not have a detrimental effect on student numbers.

It was agreed:
To approve the Tuition fee guidance and fee level proposals for 2018/19
Risks related to Governance on the Risk Register (Risk 7.8)
The Clerk reported that, at the last meeting of the Audit Committee, it had been brought to their notice by the Risk Management Board that the wording of Risk 7.8 needed to be strengthened in relation to Governors’ understanding of the College’s financial complexities and itsimplications and impact
It was agreed:
To approve the amended wording of Risk 7.8.
College Self Assessment Report (SAR) 2016-2017
Mr Yeandle reported that this had been a comprehensive Report with Governors involvement at various stages of the process.
Dr Edrich concurred that the Report had been produced, structured and aligned with the new Ofsted inspection framework for FE. The process had been extremely robust and she wished to make a special mention of Mr Cox’s guidance and leadership of the College’s self assessment process. She was confident that, since the document that had been produced as a result of the self appraisal process,it reflected the position of the whole College.
Mrs Cross-Durrant asked that, when the national averages figures become available, they should be added to the data to allow Governors to see how the College was performing against national averages.
She also felt that the account of the partnership delivery needed to begin with the good news, instead of reporting the requirement for improvement. She felt that the emphasis needed to be placed in the document that this was the result of extraordinary circumstances rather than being seen as a normal event.
Mr Yeandle asked the SMT to hold further discussion over the wording of this part of the document.
ACTION: JE/PC
Mrs Hall raised a question over a sentence on page 24 of the Report regarding an improvement in the English GCSE pass rate (9-4) which had increased by over 10% when compared with 2015/16. She asked for clarification on how much was this over 10% and, more importantly, how many students did this increase equate too.
Mr Cox said that these figures could be added to the Report.
ACTION: PC
A further discussion followed on whether the document should go out to all staff within the College.
The SMT were asked by the Chair to have further discussions on finding an appropriateway to enable College staff to see the Report and report back to the Board in due course.
ACTION: JE
It was agreed:
To approve the College SAR 2016-2017.
(Confidential item)
B. 36.17 / ANNUAL PAY REVIEW (All staff and students left the meeting except for the Chief Executive and Principal)
(See confidential addendum)
(End of Confidential item)
(All staff members re-joined the meeting)
Mr Yeandle wished to record the Board’s thanks to Mr Graham Goddard who would retire from the College on 21 December 2017 as the Vice-Principal Curriculum and Quality. He added that Mr Goddard’s unstinting hard work and loyalty to the College over nearly 15 years was a true mark of his dedication and invaluable service to the College.
B.37.17 / NEXT MEETING
Wednesday 21March 2018, 1700
Governors’ Monthly Report – financial aspects, safeguarding and matters arising
Approve Revenue and capital budgets 2018/19
Approve 3-year financial forecasts
Review Financial Regulations & Procedures
Governance SAR 2017/18
Property Strategy update
Employer Engagement Strategy
There being no further business, the meeting finished at 1900.