PART I – OPEN ITEMS
The Chair referred to the Remote Meeting Procedure and Protocol (previously circulated) and reminded those present that, although the meeting was held remotely, the Corporation’s Instrument & Articles and Standing Orders still applied.
40/20. Declarations of Interest
- A. Allen declared a Standing Interest as an employee of Harper Adams University.
- R. Heath declared a Standing Interest as an employee of Harper Adams University.
- N. Merchant declared an interest in Minute Number 52/20. He left the meeting for the duration of the item;
- M. Willmot declared an interest in Minute Number 56/20, as he was known to the candidate. He did not speak or vote for the duration of the item;
- J. Staniforth declared an interest in Minute Number 63/20. He did not speak or vote for the duration of the item;
- T. Cottee declared an interest in Minute Number 63/20. She did not speak for the duration of the item;
- J. Staniforth declared an interest in Minute Number 64/20. He left the meeting at this point.
- T. Cottee declared an interest in Minute Number 64/20. She left the meeting at this point.
41/20. Minutes of Board Meetings (Agenda item 3 - Appendices 3a – c)
Resolved: That the Minutes of the following meetings held on –
- 30 March 2020;
- Special Meeting – 20 April 2020; and
- Special Meeting – 10 June 2020
be approved as a true record.
42/20. Matters Arising
Minutes of Meeting Held 30 March 2020 - Governor Development Briefing – Safeguarding and PREVENT
A. Allen reported that he had joined a group that would, from August 2020, beta-test a new PREVENT Duty e-Learning Platform being developed by the Office for Security and Counter-Terrorism.
43/20. Chair’s Announcements
In accordance with Standing Order No. 19.2 & 3, the Chair reported that he had taken the following actions since the Board meeting on 30 March 2020 -
- Approval of Revised Business Case for Deal 3 Advanced Manufacturing, Engineering and Automotive Training Centre Project at the London Road Campus; and
- Approval of Establishment of Governance Development Task & Finish Group.
In accordance with Instrument 11 (7), the following Written Resolution had been taken by Board members since the Board meeting on 30 March 2020 –
- Appointment of P. Tucker to Post Inspection Action Plan Steering Committee.
The Chair reported that the Student Governor (16 – 19 cohort), McKenna Wood, would be leaving the College at the end of the Academic Year and therefore leaving the Board. He expressed his thanks for her support and involvement in the work of the Board and that, due to her positive advocacy of the role, the Board had already secured a nominee for student governor (16-19) for 2020 – 21. The Clerk would arrange a Certificate of Thanks to be sent to her as a token of the Board’s appreciation. Ms Wood thanked the Board for being so welcoming and involving her in decision-making. Board members wished her the very best for the future.
The Chair reported that the Director of A Level Services (DoALS), Paul Morgan, would be retiring from the College on 30 September 2020. He expressed the Board’s sincere thanks and gratitude to Mr Morgan for his dedication to students and for his support to the Board, both as a member of the former Shrewsbury Sixth Form College and after merger. The Board had, as a token of its appreciation, sent gifts to Mr Morgan. Mr Morgan took the opportunity to thank the Board.
In conclusion, the Chair referred to this being a very challenging year for the College, and the Board took the opportunity to thank every member of staff and the Senior Leadership Team for their resilience, hard work and sacrifice to ensure that the College continued to support and engage students and ensure their safety and well-being.
44/20. Principal/CEO’s Report (Confidential Appendix – Agenda item 6)
The Principal/CEO spoke to his report (previously circulated), which included –
- An extensive update on College activity under Covid, including arrangements to engage students and to focus them on learning;
- Updated Government Guidance – July 2020. The Guidelines had not relaxed the Government’s position in relation to adults returning to further education before September 2020 but had made clear the expectation that students would attend College from September 2020. The SLT had been in contact with other colleges and sector bodies as part of its preparations for the College’s re-opening. The Principal/CEO undertook to keep the Board informed as the situation evolved;
- Additional Covid Funding For Colleges;
- Exam Updates;
- Applications For September 2020; and
- College Students’ volunteering and charitable activities since the last report.
The Principal/CEO provided a further verbal update –
- The College had been successful in its latest Erasmus bid worth E143,000. The Board congratulated the Team for its excellent history of successful Erasmus bids which reflected the College’s high quality work in this area.
- The College had received some additional funding from the Devolved Authority for Greater London as part of its response to Covid-19. The funding would support the cost of developing new Trade Union provision during lockdown.
- Contractors had ‘broken ground’ on the Advanced Manufacturing, Engineering and Automotive Training Centre Project at the London Road Campus which had attracted positive press coverage.
In response to a question, the Principal/CEO confirmed that applications to date, had not shown an increase from any particular location or school.
The Chair referred to his concerns for the continued well-being of staff, particularly teaching staff involved in both preparing Centre Assessed Grades (CAGs) and planning for September re-opening. He asked how the College was going to manage communications to all staff over the summer period. The GVP – HR&D replied that this had been discussed in the College’s weekly meetings with the unions; the Principal/CEO would outline the College’s summer all-staff communications strategy, which would replace the daily communications that had been in place to now, at his (remote) all-staff meeting on 10 July 2020. The College had a limited time to communicate key messages to staff before closure for the summer, to support their planning for September. Therefore, the College would also continue the line manager ‘communication tree’, to ensure all team members received key College communications over the summer and core messages would appear on the private staff area of the College’s website. In response to a question from the Chair, the Principal/CEO confirmed that all members of the SLT would take some leave over the summer period.
In response to a question from the Student Governor (HE), on how the College supported the well-being of SLT members and staff, the Principal/CEO explained that well-being was discussed in 1-2-1s and that SLT members were actively encouraged to use external support systems. The College had provided a range of resources to support staff and student well-being during lockdown. It also provided access to counselling services to all staff, if requested and a member of the HR Team was a trained counsellor. The GVP – HR&D would provide details of the College’s resources to support staff well-being to the Board.
Resolved: That the report of the Principal/CEO be noted.
45/20. Education & Skills Funding Agency (ESFA) Update
The Principal/CEO provided a verbal update on a recent remote meeting held with the Chair and representatives of the ESFA on the College’s Post Inspection Action Plan (PIAP). The ESFA had indicated that it wished to see some amendments to the current PIAP, which the College had accepted and would implement. The ESFA had provided helpful and supportive guidance on how the College could approach these amendments. The amended PIAP would be submitted to the next meeting of the PIAP Steering Committee, which would take place over the summer.
ACTION: PIAP meeting to be arranged and papers to the circulated.
The Principal/CEO also provided a verbal update on the progress of the College’s Stage 3 Complaint to OFSTED.
46/20. College Vision and Mission (Appendix – Agenda Item 8)
Boards generally reviewed and undertook a detailed assessment of their organisation’s mission and vision every three years; this fitted in with the Strategic Planning cycle, which was also across three years.
The Board Chair considered it reasonable in the light of this year, to confirm that the College’s Vision and Mission (previously circulated) remained valid, taken in the context that the College was at the end of the second year of the current Three Year Strategic Plan, which the Board would review in 2020/21, in more detail as part of strategic planning.
The Chair stated it was his expectation that the Board hold a strategy planning event when it was safe for Board members to attend the College to discuss enhancements, modifications and additions to the current Plan. The Principal/CEO would complete the update of progress against the current strategy over the summer. Whilst the Board wished to expedite the strategic event, it accepted that, as a number of long-serving governors would be leaving the College in December 2020, it would be beneficial to hold the event in the New Year, with newly-appointed governors. However, the Board agreed that it would be helpful if governors could develop a common understanding of developing a strategy prior to the strategic planning event and this could be facilitated remotely, if necessary.
Resolved: That the College’s Vision and Mission be confirmed as follows –
Where every student makes outstanding progress.
- To provide outstanding academic and vocational education and training for all 16-19 students and adults
- To be a local centre of excellence for higher education
- To be the college of choice.
ACTION: Board to attend strategic development event.
47/20. GDPR Annual Report 2019 – 2020 (Appendix - Agenda item 9a)
The Board reviewed the GDPR Annual Report for 2019 – 2020 (previously circulated).
The GVP – I&SD reported, in his capacity as Data Protection Officer, that the College had reviewed and revised relevant policies in response to Covid-19 and the data requirements of Centre Assessed Grades.
The Board sought assurance that the Data Breaches reported had been addressed and procedures improved. The GVP assured that the College had experienced fewer data breaches, they had been minor in nature, due to human error and protocols had been revised to prevent re-occurrence where appropriate.
In response to a question citing the increase in phishing activity since lockdown, the GVP explained that, to date, the College had not been subject to ransom-ware attacks and had experienced two examples of phishing emails in the past two years; the most recent had been identified within 7 minutes and all College staff alerted within 35 minutes. The College had effective mitigations to limit the impact of malicious malware, including locking down affected users’ emails and changing passwords. The College had implemented additional mitigations during lockdown, including plausibility checks for log-ins to remote systems.
Resolved: That the GDPR Annual Report 2019 – 2020, be approved.
48/20. Draft Calendar of Board and Committee Meetings 2020 – 2021 (Appendix - Agenda item 9b)
The Board reviewed the Draft Calendar of Board and Committee Meetings 2020 – 2021 (previously circulated). Governance meetings had been scheduled to complement the College’s financial management and teaching and learning reporting cycles, to ensure governors received timely, accurate data. Having reviewed the Draft Calendar, the Board agreed to confirm the date of the Search & Governance Committee October 2020 meeting as 21 October 2020.
Resolved: That the Calendar of Board and Committee Meetings 2020 – 2021, be approved, as amended.
ACTION: Calendar dates to be circulated and published.
49/20. Review of Governance Arrangements Made March 2020 (Appendix – Agenda Item 9c)
At its Special Meeting on 17 March 2020 (Board Min. No. 09/20 refers), the Board had made a number of changes to its governance practices due to the escalating concern over the spread of Covid-19, to protect the health of governors and officers, and to ensure the continuance of effective and robust governance, from that point. These changes included –
- holding all meetings of the Board and its committees on-line through Microsoft Teams or Zoom;
- extending the terms of those governors whose terms were due to end in 2020, to maintain cohesion and stability of the Board membership; and
- making certain amendments to The Board’s Instruments and Standing Orders.
Holding meetings through remote platforms had, on the whole, worked well. Governor attendance remained very high (95% - well above the KPI of 80% and an increase of last year’s 91%). The chairs had worked hard to develop and facilitate engagement in meetings, including the use of the ‘chat’ and ‘hand raise’ facility whilst in a meeting and requiring governors to submit questions in advance. These initiatives had been welcomed; facilitating engagement continued to be focus for chairs.
Committee assessment and review of practice across the sector indicated that, while a degree of uncertainty remained over arrangements going forward, it would be appropriate to retain these amendments going forward. This was agreed.
However, once it was safe to do so, the Board agreed that arrangements be made to hold ‘blended’ meetings in a venue that could accommodate video conferencing hardware.
ACTION: Clerk and GVP-I&SD to facilitate venue to accommodate video conferencing hardware.
50/20. Student Union Executive Draft Constitution
The Draft Constitution would be circulated to all Board members for review and recommendation for approval by Written Resolution, in accordance with Instrument 11 (7).
ACTION: Clerk to draft Written Resolution and circulated Draft Constitution
51/20. Summary of Minutes and Recommendations from Committees (Appendices – Agenda Item 10 a – e)
Chairs of the committees presented the minutes of the following meetings, drawing the Board’s attention to items of particular interest and presenting recommendations.
Finance & Business Operations Committee – 31 March 2020 (Appendix – Agenda item 10a) (Minutes previously circulated)
The Committee Chair provided a verbal report on the Committee’s deliberations. All governors had received the relevant College Management Accounts.
Search & Governance Committee – 13 May 2020 (Appendix – Agenda item 10b) (Draft Minutes previously circulated)
The Committee Chair provided a verbal report on the establishment of a Governance Development Task & Finish Group, looking at a range of governance issues, with particular emphasis on governor search and recruitment. He thanked those governors who had responded to a short survey on the topic and reported that his report on the survey outcomes and proposals by the Task & Finish Group would be considered by the Search & Governance Committee in the Autumn Term.
N. Merchant left the remote meeting at this point, having declared an interest.
52/20. Board Vacancies and Succession Planning – Extension of Term of Parent Governor
At its meeting on 17 March 2020, the Board had agreed that, in order to retain skills on the Board and maintain stability in governance going forward, it was minded to extend the Terms of those governors whose terms were ending during 2020, subject to the advice of the Committee, as required by Article 5 (Board Min. No. 9/20 refers).
The Second Term of the Parent Governor (English and Welsh Bridge campuses) would end in December 2020. Having considered the Board’s skills audit, the skills profile of the Parent Governor, who was currently Chair of the Audit Committee, the Committee had considered it appropriate, in order to retain skills on the Board, maintain stability in governance going forward and succession plan for an Audit Committee Chair, to extend the Term of the Parent Governor (English and Welsh Bridge Campuses). The Parent Governor continued to meet the appointment criteria (in that he had a child studying at the College).
Having considered the Board’s skills requirements, and the need to maintain cohesion and stability of the Board membership, it was
Resolved: That Instrument 8(a) be suspended so that the Term of N. Merchant, Parent Governor (English and Welsh Bridge Campuses) be extended to 31 July 2021.
N. Merchant re-joined the remote meeting at this point.
Following a Notice of Vacancy, one Valid Nomination for the 16 – 18 Student Governor vacancy had been received from Joe Wildman (a First Year A Level student) and no election was held.
Resolved that: Joe Wildman be appointed as Student Governor (16 – 18) for a One Year Term, with effect from 13 July 2020.
Draft Post Inspection Action Plan Steering Committee - 18 May 2020 (Appendix – Agenda item 10c) (Draft Minutes previously circulated)
The Steering Committee Chair provided a verbal report on the Committee’s deliberations. All governors had received the draft Post Inspection Action Plan.
Finance & Business Operations Committee – 02 June 2020 (Appendix – Agenda item 10d) (Draft Minutes previously circulated)
All governors had received the relevant College Management Accounts. The Committee Chair gave a verbal update that the Committee had –
- focussed in all its meetings since lockdown, on reviewing the financial impact of Covid-19 on the College’s finances, seeking assurance that the College was aware of all the possible risks presented and had in place effective and sustainable mitigations to secure the ongoing financial stability of the College.
- received a presentation from the Director of Communications, Admissions and Marketing (DoCA&M) on his plans to review the CAMs Team and the service offered to the College. The DoCA&M had explained that the College had a positive ‘story’ to tell and the future marketing of the College would accentuate its benefits to students. The Committee had wholly supported this approach.
- received termly reports on the College’s estate management and health and safety; both reports had provided extensive information on the College’s management of these functions during Covid-19. The Committee had particularly sought assurance over the risk assessment and health and safety arrangements for staff and students. The FD reported that the newly-appointed Health & Safety Officer had now joined the College and was keen to contribute to maintain the College’s focus on the health and safety of staff and students.
The Committee Chair presented the following recommendation setting out a request to approve Treasury Management delegations and parameters.
53/20. Treasury Management Delegated Authorities
Resolved: That the following parameters regarding the exercise and authority of the Principal/CEO and Finance Director to undertake the following treasury activities be approved:
- To negotiate and agree overdraft facilities up to a maximum of £750,000 without the requirement for further approval from the Committee or Board.
- To agree permanent variations to existing borrowing facilities up to a maximum of £300,000 on behalf of the Corporation without the requirement for further approval from the Committee or Board.
- To agree variations to existing loan covenants with lenders as may be required to ensure continued compliance with loan covenants from time to time.
Any planned and actual changes to overdraft facilities and borrowing facilities shall be reported to the members of the Finance & Business Operations Committee in a prompt and timely manner, and in advance of any proposed commitments. Where necessary such communication of proposed changes may be by email and between scheduled Committee meetings.
The Chair of the Finance & Business Operations Committee, or Chair of Governors may at any time withdraw, amend or temporarily suspend these parameters by stating this withdrawal in writing to the Principal and Finance Director.
The scope of variation consists of:
- To agree the deferral of loan repayments for existing loans, where the total loan repayment (including interest) does not exceed the delegated threshold limit.
- The negotiation of an existing loan repayment period, where any additional interest charge as a result of the loan variation does not exceed 10% of the annual interest charge currently incurred.
- To utilise windfalls or philanthropic donations to repay in-part or in full existing borrowings to mitigate interest charges or to improve the overall financial position of the College Group.
Audit Committee – 10 June 2020 (Appendices – Agenda item 10e) (Draft Minutes previously circulated)
The Committee Chair gave a verbal update –
- Prior to the meeting of the Audit Committee, the Group Vice-Principal, Curriculum Support and Business Development (GVP – CS&BD) have given a detailed presentation to the Audit Committee members and other invited governors on the College’s Safeguarding arrangements, particularly during the partial closure of the College as a result of the Covid-19 pandemic.
The Committee Chair presented the following recommendations.
54/20. Financial Statement Auditors 2020 – 2021 Audit Plan and Strategy (Appendix – Agenda Item 10ei))
The Plan and Strategy (previously circulated) set out –
- The Financial Statement’s Auditor’s understanding of the principal business issues relating to Shrewsbury Colleges Group (SCG) and the overall impact on the audit approach – financial position and Going Concern;
- Significant risks identified. These risks included –
- Significant risks, such as the risk of fraud, the Covid-19 pandemic and uncertainty over the Country’s departure from the European Union; and
- Reasonably possible risks (income and expenditure); and
- As part of new internal procedures being applied to all clients, the College’s Going Concern Statement would be scrutinised by the firm’s Technical Team whose review would provide additional rigour and assessment and if necessary, challenge the College’s assumptions. Currently, the College was not at risk of breaching Bank Covenants before 31 July 2020.
The Chair confirmed that the Committee had been adequately informed and had a good understanding of the College’s risk management processes.
Resolved: that the Financial Statement Auditors 2020 – 2021 Audit Plan and Strategy be approved.
55/20. Risk Register 2019 - 2020 (Appendix – Agenda Item 10eii)
The Committee had reviewed (previously circulated) the Strategic Risk Register – June 2020 Update. The Committee had concluded that it considered the risks to have been appropriately identified and the management actions reported were effectively mitigating these risks.
The Committee had recognised that the fast-evolving risks relating to the Covid-19 infection were now rated as the most significant risks facing the College. The Committee had observed that the definition of this risk, while focused on the threat to the College’s integrity, did not also reflect the risk to students’ learning and directed that an additional risk be added to reflect the risk that the College did not effectively mitigate the impact of Covid-19 on students’ learning and this risk should be reviewed by the Quality, Standards & Curriculum Committee.
Resolved: That the Risk June 2020 Update, be approved.
Quality, Standards & Curriculum Committee – 15 Jun3 2020 (Appendix – Agenda Item 10f) (Draft Minutes previously circulated).
The Committee Chair gave a verbal update that the Committee had -
- sought assurance that learners were making sufficient progress during lockdown and were still engaged in learning, receiving reports on student engagement during the College’s partial closure across the College’s provision;
- sought assurance that the College had continued to identify and address student mental health & wellbeing and secure the safeguarding of students during lockdown;
- sought assurance and set expectations around apprentice engagement and progression. The Committee had discussed extensively the College’s apprentices, many of whom had been at risk of or had experienced layoffs, furlough or redundancy. This may have an impact on apprentice retention, successful completions and timely completions;
- reviewed the Quality Improvement Plan (QuIP). The Committee had sought assurance that the College was making sure that learners were making expected progress against targets during lockdown and that the College was assuring the quality of online learning. Whilst acknowledging that, due to the impact of the temporary closure of the College in response to the Covid-19 pandemic, certain projects could not be progressed, the Committee had directed that the College focus on demonstrating progress against projects in areas subject to the recent OFSTED Inspection Report.
- directed that the HE Quality Improvement Plan submitted to the next meeting of the Committee.
- reviewed the CAG process applied and the anticipated, but not, as yet confirmed, appeals process, should students be dissatisfied with their grades.
- received progress reports on action plans to implement the recommendations arising from student surveys with an expectation that actions be completed to target.
Special Search & Governance Committee – 29 June 2020 (Appendix – Agenda item 10g) (Draft Minutes previously circulated)
The Committee Chair presented the following recommendation –
56/20. Independent Governor Vacancy
At its meeting on 13 May 2020 (S&G Min. No. 14/20 refers), the Committee had received a verbal update on an informal interview conducted (by remote access) with a candidate for an Independent Governor opportunity. Having considered the verbal report and assessed the applicants’ skills against the current Board Skills Audit the Committee had resolved that candidate AB be invited for formal interview by remote access at a Special Committee meeting held on 29 June 2020.
Having interviewed the applicant to assess the candidate‘s skills and qualities in light of the current Board skills base the Governor Person Specification and Job Description, the Committee considered that the skills of the candidate, particularly their experience and interest in higher education would be beneficial to the Board.
Resolved: That, having considered the Committee’s report, the candidate, Albert Benghiat be appointed as an independent Governor for a Four-Year Term from 06 July 2020.
Finance & Business Operations Committee – 30 June 2020 (Appendix – Agenda item 10h) (Draft Minutes previously circulated)
The Committee Chair presented the following recommendations –
57/20. Fees Policy 2020 – 2021 (Confidential Appendix – Agenda Item 10hi)
The Board reviewed a report (previously circulated) setting out the proposed College Fees Policy for 2020 - 2021.
Resolved: That the Fees Policy 2020 – 2021, be approved.
58/20 Subcontractor Policy (Appendix – Agenda Item 10hii)
The Board reviewed a report (previously circulated) setting out a request to approve the Draft Subcontractor Policy for 2020 – 2021.
Resolved: That the Subcontracting Policy 2020 – 2021, be approved.
59/20. College Financial Forecast and Draft Budget 2020/21 (Confidential Appendix – Agenda Item 14ai)
The Board reviewed the Draft Budget 2020 – 21 (previously circulated).
In response to a question from the Chair, the Committee Chair reported that -
- it had been challenging to prepare a Budget in light of the uncertainties surrounding the impact of Covid-19 and, as a result, had taken a prudent approach to projections.
- the 2020 – 21 Draft Budget and 2021 – 22 Draft Plan would meet the financial objectives set, including the financial objective to retain a Good financial health rating, with the exception of an objective to generate a minimum EBITDA of 5%. The target for 2021 – 22, was 4.74%.
- having received a full report from the FD, the Committee had considered it had received adequate assurance with regard to the assumptions around income and costs set out in the Draft Budget and Plan. The Committee also considered that the key/risks and assumptions set out in the Draft Budget reflected the challenges facing the College and had agreed that the Draft Budget did reflect a prudent forecast on enrolment.
Resolved: That the Group Financial Forecast and Draft Budget 2012 - 2021, be approved, including Financial Plan objectives.
60/20. Board Impact on Strategic Goals (Appendix – Agenda item 14)
The Board Chair explained that he had directed each ‘core’ committee and the Board to consider objectives in the Strategic Plan that related to their terms of reference. The Board and committees were required to review the relevant actions for progress made, how the Board could evidence that progress had been made, and had the Board been effective in monitoring progress and providing support and challenge.
Further to Minute No. 18/20, the Board reviewed those risks specific to the Board.
The Board acknowledged that the fast-evolving risks relating to the Covid-19 infection were now rated as the most significant risks facing the College.
62/20. Governance Pack
The Board reviewed (previously circulated) the following compliance audits, compiled and presented at the request of the E&D & Safeguarding Lead Governor –
- Equality & Diversity;
PART II – CONFIDENTIAL SESSION
It was agreed that Minute Numbers 63 & 64/20, be considered as confidential under Instrument 13 (5)(d).
In accordance with Instrument 13 (5) (d), Staff and Student Governors and members of the Senior Leadership Team (except the Principal/CEO) left the meeting at this point.
Summary of Draft Confidential Minutes
Remuneration Committee – 30 June 2020 (Agenda item 14)
The Committee Chair presented the following recommendations –
63/20. Senior Post Holder Remuneration Policy (Appendix – Agenda Item 14bi)
The Board reviewed a report (previously circulated) setting out the proposed Senior Post Holder Remuneration Policy.
Resolved: That the Senior Post Holder Remuneration Policy, be approved.
In accordance with Instrument 13 (5) (d), the Principal/CEO and Clerk to the Board left the meeting at this point.
64/20. Senior Post Holders
The Committee Chair provided a Confidential verbal report, set out in a Confidential Minutes that the Committee had considered the Senior Post Holder remuneration and performance.
Resolved: That the recommendations set out in the Confidential Minute of the meeting of the Remuneration Committee held 30 June 2020, be approved.
66/20. Date of Next Meeting - Scheduled Meeting – 12 October 2020. Location: To be confirmed.
The meeting concluded at 7.45 p.m.