Shrewsbury Colleges Group
Group Minutes of Finance & Business Operations Committee
Date 13th May 20
Time 5.30 pm
Minutes Membership In attendance by electronic device and contributing towards the meeting quorum, in accordance with Instrument 12. (Members may count towards the quorum if they are able to be present by electronic or digital communication (including attendance by video conferencing or telephone conferencing).
A. Allen, G. Channon (Chair of the Board – Ex-Officio), C. Gore, J. Staniforth (Principal/CEO), M. Willmot and R. Wilson.

In Attendance
Clerk to the Board, T. Cottee
Apologies None.

11/20. Appointment of Chair of Committee

At its meeting on 07 October 2019 (S&G Min. No. 17/19 refers), the Committee had elected M. Willmot as the Committee Chair. As part of the Committee Chairs’ Succession Plan, as his Term of Office was ending in 2020 and to allow another member to gain experience in chairing the meeting and to offer them mentoring support whilst still on the Board, Mr Wilmot had stepped down as Committee Chair.

The Committee expressed its gratitude to Mr Willmot for his service as Chair of the Committee.

Having been proposed by A. Allen and seconded by C. Gore, it was

Resolved: That R. Wilson be appointed Chair of the Committee for the remainder of 2019 - 2020.

R. Wilson in the Chair.

12/20. Declarations of Interest

A. Allen declared a standing interest as an employee of Harper Adams University.
M. Willmot declared an interest in Minute Number 14/20, as he was known to the candidate. He did not speak or vote.

13/20. Minutes of Previous Meetings (Appendices – Agenda Items 4a & 4b) (previously circulated)

That the Minutes of the Meeting held on 19 March 2020, were approved as a true record.

That the Minutes of the Special Meeting held 25 March 2020, were approved as a true record.

14/20. Board Vacancies and Succession Planning – Update (Appendices – Agenda Items 5a & b)
Board Vacancies and Succession Planning
The Committee considered an update on progress in search activities in anticipation of upcoming vacancies on the Board, including an application received. The Report also included the latest update with respect to –

    • current vacancies and opportunities; and
    • actions taken since the last Committee meeting.

The Clerk reported that -

    • The recently appointed Co-Opted F&BO Committee Member, G. Mills, had commenced his Induction and, to date, had demonstrated a high level of engagement;
    • Regarding succession planning for the 16 – 18 Student Governor, 1 Valid Nomination had been received after a Notice of Vacancy was published and no election was held. The Board would be recommended to appoint at its next meeting;
    • The Clerk was working with the Student Governor (HE) and the Head of HE on succession planning for the role.

The Committee acknowledged that the Second Term of the Parent Governor (English and Welsh Bridge campuses) would end in December 2020. Having considered the Board’s skills audit (previously circulated), the skills profile of the Parent Governor, who was currently Chair of the Audit Committee, the Committee 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 Clerk reported that the Parent Governor had indicated that he would be willing to serve an extended Term and that he continued to meet the appointment criteria (in that he had a child studying at the College).

Resolved: It was recommended to Board that the Term of N. Merchant, Parent Governor (English and Welsh Bridge Campuses) be extended to 31 July 2021.

Action: Item to Board

The Board currently had 1 Independent Governor Vacancy and it was the Committee’s view that this vacancy should be filled by a suitably skilled individual to maintain a full Board membership. The Committee also noted that a total of 7 Terms would end in December 2020; three of which were experienced Appointed Governors on extended Second Terms, who would not be re-appointed. The Clerk reported that she would place notices on the established governor vacancy sites. However, whilst notices did attract interest from suitably skilled applicants, the challenge was translating initial interest into applications. Although follow-up work indicated that potential applicants were not dissuaded from applying by the application process, the Committee discussed what barriers, such as unconscious bias in application materials or meetings schedules, may be present. There followed a wider discussion about how to review other elements of governance, including the dates and times of meetings, the future use of technology to promote engagement, the role of existing governors in search and self-assessment going forward that would add value to improving governance. The Committee also acknowledged the need to improve the gender, ethnicity and age diversity of Board membership.

Resolved: It was recommended to Board through a Chair’s Action that a Governance Development Task & Finish Group be established comprising G. Channon (the Board Chair), R. Wilson, A. Allen and the Clerk to the Board, to discuss, develop and propose to the Search and Governance Committee governance arrangements which may include but are not limited to the following:

    • Calendar of Meetings 2020 - 21 – to review the meeting timings and;
      the most effective way of holding meetings to promote engagement and flexible attendance (e.g. all being physically present; all on video conferencing; a mixture of both or any other options);
    • To evaluate and recommend an enhanced recruitment model to encourage diversity including reviewing recruitment materials; (balance in gender appointments, how to make it easier for younger and working applicants to become governors, include a more personal and not bureaucratic approach);
    • Self-Assessment 2019/2020 – planning and execution (including but not restricted to committee evaluation, governors’ self-assessment); and
    • Governor Skills Development – review and development of 2020 – 21 Programme (based on outcome of self-assessment and evaluation).

Action: Clerk to draft Terms of Reference and Chair’s Action to establish Task & Finish Group

Safeguarding Link Governor Search and Role Description
At the previous meeting, the Committee had agreed that it was vital to maintain a high skills level in Safeguarding on the Board going forward and had directed the Clerk to focus search activities in this area. The Clerk has met (remotely) with the Director of Curriculum Support, who had indicated a number of contacts for approach, including the Shropshire Safeguarding Partnership, the Mental Health Leaders’ Network and the Safeguarding Trainers’ Network. The Clerk (in consultation with the Committee Chair) had drawn up a Role Brief for the Director to circulate (previously circulated). The Committee reviewed the Brief to ensure it reflected requirements and observed that the Role Brief would benefit from additional context to explain the College’s current situation before circulation and the Principal/CEO offered to revise the Role Brief accordingly; this was accepted by the Committee.

Action: Principal/CEO to review and revise the Safeguarding Lead Governor Role Description prior to circulation.

The current Safeguarding Link Governor, who was also currently Equality & Diversity & SEND Link Governor observed that, in her opinion, the Committee should consider offering E&D & SEND to another suitably skilled governor. The Committee agreed to consider this at its next meeting. The Clerk advised that she would contact Christine Rose, an expert in Equality & Diversity, who had supported the College previously for advice.

Independent Governor Vacancy – Interview Update

The Committee considered an application received for an Independent Governor opportunity (completed application pack previously circulated). The candidate had passed Due Diligence Checks. The Board currently had 1 Independent Governor Vacancy and it was the Committee’s view that this vacancy should be filled by a suitably skilled individual to maintain a full Board membership.

Having assessed the applicant’s skills against the current Board Skills Audit (previously circulated), the Committee

Resolved: That candidate AB be invited for informal interview, in accordance with the Board’s Appointment Policy by remote meeting.

Action: Clerk to contact candidate and invite to informal interview by remote access.

15/20. Governor Development and Skills Audit – Update (Appendix – Agenda Item 6)

The Committee considered the latest update (previously circulated) on –

Learning Walks Programme 2019 - 2020

    • The 2019 – 2020 Programme had been postponed due to the closure of the English and Welsh Bridge campuses as a response to Covid-19. The Clerk reported that one College had introduced remote lesson observation by governors.

Mandatory Development Modules

    • Safeguarding and PREVENT – 100% compliance, with the newly-appointed F&BO Co-opted Committee member having completed on 11 May 2020. The Director of Curriculum Support’s annual Development Briefing to the Board on Safeguarding had been conducted by remote access prior to the Board meeting on 30 March 2020;
    • Equality Essentials – 95% compliance with the on-line Mandatory development Module, with the expectation of 100% completion as the newly-appointed appointed F&BO Co-opted Committee member would complete the module as part of Induction;
    • Health & Safety - 95% compliance with the Mandatory development Module, with the expectation of 100% completion as the newly appointed F&BO Co-opted Committee member would complete the module as part of Induction;
    • GDPR – 95% compliance with the Mandatory development Module, with the expectation of 100% completion as the newly-appointed appointed F&BO Co-opted Committee member would complete the module as part of Induction.

The Committee expected all Induction Development Modules to be completed before the next meeting.

Draft Governor Development Plan 2019 - 2020

The Chair had received feedback following individual appraisal, that governors would appreciate the opportunity to share their development, particularly at conferences. The Committee had requested the Staff Governor (Support Staff) to consider how governors could feedback effectively (S&G Min. No 04/20 refers) and her proposed report pro-forma (previously circulated) was considered and accepted for future use.

Since lockdown due to the Covid-19 pandemic, the Clerk had circulated to governors a wide variety of development opportunities, including the Education & Training Foundation (ETF) Governance modules and the Sixth Form Colleges’ Association’s 2019 – 2020 Webinar package to further supplement their development.

Skills Audit

At the previous scheduled meeting (S&G Min. No. 04/20 refers), the Committee had reviewed the Board Skills Audit results and directed that it be circulated again to all governors for updating, including some definitions of the level of self-assessed knowledge based on the Universal Competency Model. The Clerk reported that this would be circulated during late June 2020.

16/20. Governance Self-Assessment (Appendices – Agenda item 7)

Governance KPIs 2019 – 2020 – Progress Report

The Committee reviewed progress against the 2019 – 2020 Governance KPIs (previously circulated). All KPIs were either in progress or had been met, to date. The Committee noted that, since meetings had been conducted remotely through Microsoft Teams, attendance remained well above the 80% KPI set at 93% to date. The Committee had agreed that the use of remote technology beyond lockdown to improve governance practice and governor engagement should be considered as part of the Terms of Reference of the Governance Development Task & Finish Group.

Board Diversity Data – Update

The Committee considered the current Board Diversity Report (previously circulated) and had already acknowledged the need to improve the gender and age diversity of Board membership. The Committee had set an expectation that the Board broaden the diversity of membership especially to include more women members by looking to engage with networks that encourage women and minority groups to consider governor opportunities (such as the ETF Governor Recruitment Scheme).

Board Quality Improvement Plan and Self-Assessment 2019 – 2020

The 2018 – 2019 self-assessment programme had involved Board and committee evaluation, governors’ individual self-assessment with the Board Chair and an appraisal of the Board Chair by the former Chair of the Search & Governance Committee. These had informed the Board’s self-assessment return and improvement action planning.
The 2019 – 2020 approach would initially be considered by the Task & Finish Group. The Clerk reported that the AoC West Midlands Clerks’ Network would be conducting a governance benchmarking exercise and the Committee considered that, this year, the Board should participate.

17/20. Draft Calendar of Meetings 2020 – 2021 (Appendix – Agenda Item 8)

The Committee considered the Draft Calendar of Board and committee meetings 2020 – 2021 (previously circulated). Currently, the Draft Calendar largely followed the pattern of meetings and dates established in 2019 – 2020, particularly in the increased number of F&BO Committee meetings. The Draft Calendar would be circulated for further consultation, to ensure that the proposed dates coincided effectively with the College’s financial reporting and quality reporting cycles and stating that it would be reviewed by the Task & Finish Group.

The Clerk requested that the Task & Finish Group consider the Calendar as a priority, so that the Calendar could be approved at the July Board meeting.

18/20. Post Improvement Action Plan (PIAP) Steering Committee (Appendix – Agenda Item 9)

The Board Chair provided a verbal update to the Committee, following his discussion with the Education & Skills Funding Agency (ESFA) regarding the College’s Draft Post Inspection Action Plan (PIAP) and PIAP Steering Committee Terms of Reference, both approved for submission to the ESFA at a Special Meeting of the Board on 20 April 2020 (Special Board Min. Nos. 332 & 33/20 refer). The ESFA had indicated to the Board Chair that it had approved the Steering Committee Terms and proposed membership. The first meeting of the Steering Committee would be held on Monday, 18 May 2020.

Staff Governor Member of PIAP.

The PIAP Steering Committee membership included provision for a Staff Governor, as it was the Board’s conclusion that including a staff governor would be helpful and supportive to the Committee’s task.

With reference to the Board Skills Audit (previously circulated), the Committee considered the Staff Governor appointment to the PIAP Steering Committee. As with all committee appointments, the Committee considered the Board’s Skills Audit and the self-assessed skills audit returns and -

    • Staff governors’ role in the College and experience of working across campuses;
    • Staff governors’ experience in the College as a member of staff; and
    • Staff governors’ experience as a member of the Board.

Having considered all these factors, the Committee concluded that the Staff Governor (Support Staff) was the most appropriate candidate and should be approached to enquire if she would accept the recommendation. The Committee acknowledged that it was necessary to expedite the passing of the recommendation by Written Resolution in accordance with Instrument 11 (7), as the PIAP Steering Committee was due to meet shortly and it was impracticable to convene a special Board meeting.

Resolved: It was RECOMMENDED to the BOARD by Written Resolution in accordance with Instrument 11 (7) that the Staff Governor (Support). P. Tucker be appointed as the Staff Governor member of the PIAP Steering Committee with effect from 15 May 2020.

19/20. Risk

As part of the discussions on the College’s Risk Register and Board Assurance Framework agreed (Board Min No. 67/17 refers), the Audit Committee had requested that each committee, at each meeting, examine those risks within its remit and ensure that they had either been identified or adequately discussed at the meeting.

The Committee concluded that the risks identified were adequate and that there had been sufficient discussion of the issues at the meeting, particularly, the need to focus search activities going forward on maintaining a high level of Safeguarding skills on the Board. 

The meeting concluded at 7.15 p.m.