The Working Men’s College Corporation

Annexe 1

Action Note: for the Meeting of the WMCCorporation held on Wednesday, December 15th 2010 at 6.30 p.m. in Room 305, Working Men’s College 44, Crowndale Road, London, NW1 1TR.

BC.62.01.10The Board, having considered the options and having been satisfied that the quoracy position would remain unchanged, Approved the Recommendation of Search Committee ( 15.12.10 meeting )that the Audit Committee in size by one ( from five to four members ).

BC.625.02.10The Board Endorsed the Recommendation from Search Committee

( 15.12.10 meeting ) that the current vacancy be maintained so as to have room to appoint, when appropriate, to maintain balance in terms of skills, experience and equality consideration and to allow space for the possibility of an appointment that reflects developing partnership with other organisations ( eg. City Lit ).

BC.64.10City Lit /WMC Joint Report: This was taken as a confidential item

( see Confidential section of the Minutes.

BC.65.10The Board Agreed that the Chair would convene a Task Group for January with all governors who wished to attend invited. The Group will look at how best to take forward two or three key ideas that had come out of the Strategy Day discussions.The Chair will advise on a date and time and the Clerk will liaise with member accordingly.

BC.69.10Building Programme: The VP Resources confirmed that he will issue a Newsletter to staff.

BC.70.10The Board Approved the Self Assessment Plan 2009/10 and the Quality Improvement Plan 2010/11. The Board Agreed the priority areas as set out on page 2 of the QIP.

These documents will now be uploaded to the LSC website.

BC.16.01.10TheBoard authorized the Chair sign off the WMC Financial Statements for 2009/10. The Accounts will be sent for signature by the External auditors ( Buzzacott ) and to SFA, Companies House and Charities Commission.

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The Working Men’s College Corporation

Draft Minutes for the Meeting of the WMCCorporation held on Wednesday, December 15th 2010 at 6.30 p.m. in Room 305, Working Men’s College 44, Crowndale Road, London, NW1 1TR.

Action Note attached at Annexe 1 as frontsheet to these Minutes

Members ( Appointed Govs )Present: Governors Attending ( Ex-Officio )

Margaret AlexanderAppointedSatnam GillPrincipal Ex Officio

Kate BellAppointed Governors ( Nominated )

Lucy de Groot Appointed Kazi NessaNominated Staff

Nigel FranklinAppointedShingo NakataniNominated Staff

Ruth HawthornAppointedIn Attendance:

Martin JonesAppointedKanwal Pattar VP SKL & Comm.Cohesion

David OffenbachAppointed Stewart CrossVP Resources

Bipin PatelAppointedTheresa HoenigDeputy Principal

Abdul QuadirAppointedAlan ConwayClerk

Roger RobinsonAppointed

Tom SchullerAppointed

BC.58.10Introduction

The Chair welcomed Kazi Nessa ( Business Support Governor – See Minute BC.62.03.10) to the meeting.

BC.59.10Declaration of Interests

There were none.

BC.60.10Apologies for Absence

Apologies were received from Alan McCulloch, Valeria Mazzardo, Barbara Burman, leslie Coupland and Paula Whittle ( who was preparing for her College’s Inspection in early January ).

BC.61.10Minutes of WMC Corporation Meetings ( and Notes of Special sessions )

Minutes of the Corporation Meeting 07.07.10

Minutes of the Corporation EGM 07.07.10

Note of Corp. SFA PresentationSpecial Session 03.08.10

Note of Corp. Special Session-Curriculum Review19.10.10

Action Note – Strategy Day 20.11.10

Matters Arising not included on Agenda

One typographical error for the July 7th 2010 meeting of the Corporation

( on line 6 of page 5 - Minute BC.42.10 ) was to be amended so that the word ‘either’ be deleted.

The above Minutes and the above Notes of Special Sessions for the above meetings were then all Approved; and each signed as a correct record.

BC.62.10Board and Committee Membership

BC.62.01.10There had been changes in the membership of the Audit Committee in the last year. Whilst members have left and others joined ( the most recent appointment being Leslie Coupland appointed to Audit Committee at the March 31st 2010 Board ) there has been a persistent vacancy. The Board agreed with Search Committee’s view that the Audit Committee worked effectively with four members. The Board, having considered the options and having been satisfied that the quoracy position would remain unchanged, Approved the Recommendation of Search Committee ( 15.12.10 meeting )that the Audit Committee in size by one ( from five to four members ).

BC.62.02.10WMC Corporation had agreed on July 7th 2010 to hold the Board vacancy, so as to have room to appoint when appropriate to maintain balance in terms of skills, experience and equality considerations.TheBoard Endorsed the Recommendation from Search Committee ( 15.12.10 meeting ) that the current vacancy be maintained so as to have room to appoint, when appropriate, to maintain balance in terms of skills, experience and equality consideration and to allow space for the possibility of an appointment that reflects developing partnership with other organisations ( eg. City Lit ).

BC.62.03.10Business Support Governor: Following Famil Guliyev’s term of office coming to an end, and his decision to not stand for nomination / election for a further term, at the time of the nominations for the position of Business Support Governor closing on November 22nd 2010 the Clerk received completed nominated forms for one member of staff, Kazi Nessa.It was therefore not necessary to call an election.Kazi Nessa is the Student Services Co-ordinator and has been employed at WMC for 9 years. Her Governor nomination/appointment details, including Skills Audit information were circulated to the Search Committee and the Board.

The Board Approved the Search Committee’s Recommendation that Kazi Nessa be appointed as Business Support Governor for a three-year term of office.

BC.62.04.10To Receive the Principal’s and Chair’s Report

The Board Noted the detailed information in the Report covering the areas below .

- City Lit ( see Minute BC.15.04.10 below re. strategic discussion )

- Funding changes over the next three years

- College performance

- Camden ITeC

- Risk Management Annual Report

- Risk Register October 2010

- Accommodation Strategy

- Staffing

- Operating Plan autumn 2010 - Strategy Day Report and Follow-up

- Camden ITEC

BC.62.05.10Risk Register: The Risk Register amended by the College’s Risk Management Group on October 19th, went before Audit Committee on 10th November 2010 and was Approved by the Board.

The Board Noted the Risk Register.

BC.62.06.10Annual Report on Risk Management: The Board were mindful of the changing pattern of risk last year, which was reflected in the Report; for example, reflecting completion of the building programme. Members appreciated that next year there would be substantially increased funding risks and that the pattern of risk during the year would change accordingly.

The Board Approved the Annual Report on Risk Management 2009-10.

BC.62.07.10Operating Plan: The Operating Plan updates on progress with the implementation of the Quality Improvement Plan. Governors appreciated that limited progress could be made at this early juncture in the academic year.

The Board Noted the Operating Plan for the autumn term 2010/11.

BC.62.08.10 Key strategic areas for the College were developments with regard to Camden ITeC, where there had been fruitful discussion at Strategy Day which identified work to be progressed and with City Lit.

BC.63.10Camden ITeC

This was taken as a confidential item.

BC.64.10Appendix 1 to the Principal’s Report – City Lit /WMC Joint Report

This was taken as a confidential item.

The Board focused on the section of the report ( Appendix 1 )covering the Joint Report from WMC and City Lit regarding proposed partnership arrangements.

BC.65.10Strategy Day Follow-up

The Chair stressed that Strategy Day had produced some good ideas going forward and that these needed to be kept in view and progressed. The Board Agreed that the Chair would convene a Task Group for January with all governors who wished to attend invited. The Group will look at how best to take forward two or three key ideas that had come out of the Strategy Day discussions.The Chair will advise on a date and time and the Clerk will liaise with member accordingly.

BC.66.10Audited Report and Financial Statements2009 / 2010 ( Includes Regularity Audit Opinion )

BC.66.01.10The VP Resources introduced this item. Buzzacott had attended November 10th 2010 Audit Committee and confirmed that the Financial Statements provided a true and fair account of the financial position. Audit Committee was fully satisfied. Finance Committee on November 24th2010 received the Financial Statements and recommended that Corporation adopt them.

Governors recognized that there had been a good operating surplus of just under 300k which was after taking account of one-off expenditure of 80k on external building repair works.

The Board Noted the responsibilities of governors in approving Financial Statements as set out at pages 24 and 25 in the document.

The Board Noted the Unqualified audit Opinion from Buzzacott for the Financial Statements, including the Unqualified Audit Opinion for the Regularity Audit.

The Board Adopted the Financial Statements for the Year ended 31st July 2010.

The Board authorized the Chair sign off the WMC Financial Statements for 2009/10. The Accounts will be sent for signature by the External auditors ( Buzzacott ) and to SFA, Companies House and Charities Commission.

BC.66.02.10Post Audit Management Letter – Letter 2009/10:

( Includes External Audit of Accounts to July 31st 2010 )

The Letter covered the External Audit of Accounts to July 31st 2010.

The Letter provided an Unqualified Opinion.

The Board Noted the Post Audit Management Letter and Unqualified Opinion

The Letter reflected that the Audit had run very smoothly and the Board thanked the VP Resources and the Head of Finance and his team for their excellent work on production of the accounts.

BC.66.03.10Regularity Audit – Post Audit Management Letter to July 31st 2010

The Letter provided an Unqualified Opinion.

The Board Noted the Regularity Audit Post Audit Management Letterand the Unqualified Opinion

BC.66.04.10Letter of Audit Representations

Corporation Approved the Letter of Audit Representations; and authorized the Chair to sign the Letter of Audit Representations.

BC.657.10Financial Regulations – 2010/11

The VP Resources introduced this item. There were no significant changes to operational controls and the minor changes were as set out in the Cover

The Finance, Personnel and Development Committee considered the proposed changes on 24th November 2010 and resolved to recommend them to the Board. The Board Adopted the revised Financial Regulations for 2010/11.

BC.66.10Financial Memorandum Part 2

The SFA financial allocation for 2010/11 had just been received by the College and was circulated to governors. The allocation was £ 2.8m. representing a reduction of approximately 3% given that the Adult Safeguarding allocation of 229k was still to be issued.

The Board Noted the contents of the Financial Memorandum Part 2 that had been circulated.

BC.67.10Management Accounts to October 31st 2010

The VP Resources introduced this item. The accounts and accompanying commentary had been considered by Finance Committee on November 24th 2010. Whilst an out-turn surplus of 40k, aside from a contingency of 105k, was predicted this was still an early point in the financial year. The income out-turn for the Enterprise Unit, by the nature of its funding base remained a less certain component of the budget.

Fee income had to date been higher than expected.

The Board Noted the Management Accounts to October 31st 2010.

BC68.10Business Performance Indicators

The VP Resources introduced this item. Governors were mindful of the red indicators attached. College Management had confirmed that these areas are kept under review ( eg investment income and enterprise Unit income ).

The Committee Noted the Business Performance Report.

BC69.10Building Programme - Phase 2

The VP Resources introduced this item.The Building programme had been discussed in detail at Finance Committee on November 24th 2010.

In particular, the Committee had approved proceeding with the Phase 2 programme. The VP Resources confirmed that he will issue a Newsletter to staff.

The Principal had written to the office of the Queen when Phase 1 was in progress and the Palace office had confirmed that she would be willing to visit the College, with the proviso that the building works had been completed.

The Board Noted that Phase 2 of the programme was proceeding.

BC.70.10Self Assessment Report 2009/10 and Quality Improvement Plan 2010/11.

Both documents have been discussed in detail at separate meetings of the Quality and Standards committee. The Self Assessment Report has now been updated to show final Retention, Achievement and Success data, to include further explanation on differences in Retention, Achievement and Success across equality groups, and to correct errors and omissions as noted, but no other changes have been made.

The Board Approved the Self Assessment Plan 2009/10 and the Quality Improvement Plan 2010/11. The Board Agreed the priority areas as set out on page 2 of the QIP.

These documents will now be uploaded to the LSC website.

The Chair of Quality and Standards Committee thanked that Committee’s governors for their diligent work and careful interrogation of the draft reports that came to Committee.

BC.71.10Curriculum links / College Visits

Ruth Hawthorn had provided an excellent report on her Curriculum Link visit which had been circulated to governors. The Chair of Quality and Standards Committee stressed the value of such visits by governors enabling them to see the College at work.

The Board Noted the Curriculum Visit Report

The Chair of Quality and Standards Committee also took the opportunity to stress to governors that the excellent ALS Presentation to Committee that had been circulated by the Clerk provided valuable information about the work of the service.

BC.72.10Governors’ Self Assessment Questionnaire

The Clerk introduced this item. The analysis of the questionnaire had been looked at in detail by Quality and Standards Committee. Analysis of the current Questionnaire, completed by Governors in October 2010 indicated a high level of satisfaction with the operation and effectiveness of the Governing Body. The questionnaire had produced useful comments that have fed into developments in connection with taking decisions forward from previous meetings and highlighting the importance of maintaining a careful balance of skills and experience on the governing body.

The Board Noted the outcome and the analysis of responses to the Self Assessment Questionnaire

BC.73.10Annual Report of theAudit Committee 2009/2010

Martin Jones (Chair of Audit Committee) introduced the Report which brought together the strands of audit evidence and information considered by the Committee during the year.

The Internal Audit Service reports had given assurance as had the IAS Annual Report which gave an Unqualified Opinion. The Management Letters for the Finance Statements and for Regularity Audit give no cause for concern and provide an Unqualified Opinion. The Financial Statements audit had run particularly smoothly. Hence, the Chair of Audit Committee felt that there were no audit issues that needed to be brought to the attention of the Board and there had been sustained improvement in the College’s performance. These outcomes underlined the excellent work being done by the VP Resources, Head of Finance and his staff team.

The Board Approved the Report.

BC.74.10Internal Audit Service Annual Report

The VP Resources introduced this item. The Report is in the LSC/SFA prescribed style and provided an Unqualified Opinion. The Report was considered by the Audit Committee on 10th November 2010.

The Performance Indicators for the IAS attached to the Report reflected good performance. The performance of the IAS had been considered in detail at Audit Committee on 10th November 2010.

The Board Noted the Annual Report of the Internal Audit Service as previously Approved by Audit Committee.

BC.75.10Internal Audit 5-Year Strategic Plan 2008-13 and Operational Plan 2010/11

The VP Resources introduced this item. There had been some minor amendments since the Paln was last approved by the Board in July.

The Board Endorsed the 5-Year Strategic Plan 2008-13 and Ratified Approval of the Operating Plan 2010/11 by Audit Committee.

BC.76.10FfE: Financial Management Control and Evaluation ( FMCE ) Return

The Board Noted the information contained in the summary shortened version of the Return. The Board Ratified the Audit Committee’s Approval of the FMCE Return and its submission to SFA. The Board was pleased to Note that all areas were again graded either Outstanding or Good.

BC.77.10-Quality and Standards CommitteeMinutes/Action Note of the Special Meeting 03.11.10

-Quality and Standards Committee Draft Minutess/Action Note of the Meeting held on 01.12.10

- Audit CommitteeDraft Minutes/ Action Note of the meeting held on 10.11.10

- Special Finance, Personnel and Dev. Committee Mins/ Action Note of t he meeting held on 06.10.10

- Finance, Personnel and Development Committee Draft Minutess/ Action Note of the meeting held on 24.11.10

-Search Committee Draft Minutes of the meeting held on 07.07.2010

The Board Noted the above sets of Minutes and Action Notes that had been circulated.

BC.78.10Any Other Urgent Business

There was none.

BC.79.10Remuneration Committee from meeting held on 15.12.10

This was taken as a Confidential item for Appointed Governors only.

BC.80.10Date of the Next Meeting (AGM / Corporation)

Wednesday 30th March 2011 commencing at 615 p.m. (AGM)

Wednesday 30th March 2011 commencing at 6.30 p.m.

Note: Strategy Day: Saturday, May 14th 2010: 10.00am – 3.00pm

Chair: ______Signed: ______

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