Shrewsbury Colleges Group
Group Minutes of Finance & Business Operations Committee
Date 14th October 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, C. Gore, J. Staniforth (Principal/CEO), M. Willmot and R. Wilson (Chair).

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

21/20. Appointment of Chair of Committee

At its meeting on 13 May 2020 (S&G Min. No. 11/20 refers), the Committee had elected R. Wilson as the Committee Chair for the remainder of the 2019 – 2020 year.

On the commencement of the 2020 – 2021 Academic Year, it was

Resolved: That R. Wilson be appointed Chair of the Committee for 2020 – 2021.

R. Wilson in the Chair.

22/20. Declarations of Interest

A. Allen declared a standing interest as an employee of Harper Adams University.

23/20. Minutes of Previous Meetings (Appendices – Agenda Items 4a & 4b) (previously circulated)

Resolved: That
The Minutes of the Meeting held on 13 May 2020, were approved as a true record.

The Minutes of the Special Meeting held 29 June 2020, were approved as a true record.

24/20. 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 (previously circulated). The Report also included the latest update with respect to –

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

Since the last Committee Meeting

    • The recently appointed Independent Governor, A. Benghiat, and Student Governor, J. Wildman, had commenced Induction. To date, both had demonstrated a high degree of engagement and were completing elements to target; they were now working through their mandatory development modules.
    • The Term of the current Parent Governor (English and Welsh Bridge campuses) had been extended to 31 July 2021 (Board Min. No. 52/20 refers).
    • The Academic Staff Governor (English and Welsh Bridge campuses) had resigned from the Board in early September 2020, to focus on his Masters. The Clerk had issued a Notice of Vacancy to eligible staff in September; however, no expressions of interest or valid nominations had been received. The Clerk had, therefore, reissued the Notice of Vacancy with a closing date of 06 November 2020, for receipt of expressions of interest.

Independent Governor Vacancies - Recruitment Update

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. There had been several developments –

    • The Safeguarding Link Role Brief and Application Pack had been circulated to the Shropshire Safeguarding Partnership, the Mental Health Leaders’ Network and the Safeguarding Trainers’ Network, as directed by the Committee. This had resulted in 1 application being received, which the Committee was invited to consider.
    • In tandem, the College had been successful in obtaining funding to support the search and recruitment of a Safeguarding Link Governor. After a tender exercise, Peridot Partners had been selected to work with the Board to secure an appointment. A preliminary timetable to appoint by December 2020, had been drawn up, which was challenging but achievable. Peridot had already completed briefing meetings with the Board Chair, Principal/CEO and Clerk and had prepared candidate communications and a recruitment ‘microsite’. The ‘search’ phase would commence 19 October and conclude on 30 November 2020. Peridot would receive all applications (consisting of CV and supporting statement) and present a ‘sift’ report with applicants graded into three categories, with clear recommendations, ready for review by 02 December 2020. It was recognised that meetings would be necessary to agree the shortlist (04 December 2020) and hold interviews (09 December 2020).
    • A. Allen advised the Committee that had recently qualified as a Designated Safeguarding Officer.

Independent Governor Opportunities and Succession Planning

A total of 5 Terms would end in December 2020; three of these were Appointed Governors on extended Second Terms, who would not be re-appointed, one was an Appointed Governor on their First Term who had indicated a wish to be considered for another Term, and one was the H.E. Student Governor, who had also indicated a desire to continue in the absence of another candidate being recommended by the eligible cohort. There were also one Independent Governor and two co-opted committee members whose Terms were due to end within the next 6 months.

Following a recent parents’ event, at which the Principal/CEO referred to the upcoming opportunities to join the Board, two expressions of interest had been received and application packs had been sent out. One of the current Finance & Business Operations Committee co-opted members (G. Mills) had also indicated that, if the opportunity arose, they would wish to be considered as a possible candidate for an Independent Governor opportunity.

The Committee considered each of these issues in turn against the Board’s succession plan, Skills Audit 2020 (previously circulated) and future skills requirements. The Committee concluded that after due consideration of skills, attendance and future skills needs, the Committee recommend –

    • The Clerk was directed to contact the other two co-opted members whose Terms were due to expire within the next six months, to enquire about their intentions going forward.
    • Having assessed the latest Skills Audit (previously circulated), the Committee directed the Clerk to undertake search activities focussing on candidates with connections to local employers and skills in strategic estates development.
    • The Board Chair explained that he was working with the Clerk to send a communication to parents of students, highlighting the work of the Board and opportunities to join.
    • The Board Chair also explained that he would, at the next Board meeting, be seeking nominations to replace him as the Board’s Nominee to the Radbrook Foundation Board. Prior to that meeting, he would discuss succession planning with the Radbrook Foundation Clerk.
    • The Committee would work on succession planning for the chairs of the Audit, F&BO and Quality committees into 2021.
    • The Clerk to the Board advised the Committee that, in accordance with procedure, she would be contacting all eligible governors in November, seeking expressions of interest for nominees to the role of Vice Chair of Board, which would become vacant on the departure of M. Willmot from the Board, and would be considered at the next Board meeting in December.

Having carefully considered the Board’s succession plan, skills audit returns (previously circulated), the future skills requirements of the Board and to maintain quality governance, the Committee

Resolved: It was recommended to Board that –

    1. R. Sartain be appointed as an Independent Governor for a further Four-Year Term, commencing December 2020;
    2. the current Term of C. Wassall as the Student Governor (Higher Education cohort) be extended until 31 July 2021;
    3. the current Term of R. Heath as Independent Governor be extended until 31 July 2021.
      Action: Item to Board

      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 JR 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.

Committee Membership 2020 - 2021

According to Standing Orders 5.1 & 6.1, members and chairs of committees are appointed annually; committee membership being approved at Board. The Committee acknowledged that it would need to carefully consider committee membership and succession planning, as three current committee chairs’ terms would end in 2021, meaning that possible successors should be identified soon.

The Committee also reviewed the current committee structure and noted that, to date, governors considered the current structure/committee mix/numbers appropriate and that the Board had demonstrated that it was responsive should additional committees or task and finish groups be required. The Post Inspection Action Plan Steering Committee would continue into 2021; however, the Governance Task & Finish Group had completed its work.

Having considered the skills audit and the personal preferences received, an initial committee membership for 2020 – 21, was reviewed (previously circulated). The Committee AGREED to recommend an interim committee membership on the understanding that committee membership would have to be revised again, pending the outcome of current search activities at its special meeting on 09 December 2020.

The Committee also considered appointments to the Link Governor roles. The Committee observed that C. Gore had, to date, taken on the roles of Safeguarding, Prevent, SEND & E&D Link Governors. She had observed that, whilst she had been able to undertake these roles, it would be prudent, going forward, to split them across several governors, to recognise the increasing workload attached to these roles; it may be appropriate to create a link role for SEND and/or the role of E&D Link separate from the Safeguarding Link role. The Committee agreed with this suggestion.
The Board was currently seeking an appointment to the Safeguarding Link Governor (see above) and the Committee observed that, in recognition of the increasing number of students declaring additional support needs on enrolment, it would be appropriate for create a Link role for SEND separate from the Safeguarding Link role. In addition, the Board should seek a governor to take on the role of E&D Link. It was further noted that, as M. Willmot’s Term was due to end in December 2020, there would also be a vacancy to the H.E. Link Governor role. Having assessed the skills audit, it was AGREED that A. Benghiat be approached to take on this role.

Resolved: It was recommended to Board that the Committee Membership 2020 – 2021, with effect from 14 December 2020, be as follows –

Audit Committee

    1. N. Merchant
    2. R. Sartain
    3. C. Sharp (co-opted committee member)
    4. M. Thompson 

Finance & Business Operations Committee

    1. G. Channon
    2. R. Heath
    3. G Mills (co-opted committee member)
    4. D. Pulford (co-opted committee member)
    5. P. Tucker
    6. Principal/CEO
    7. R. Wilson

Quality, Standards & Curriculum Committee

    1.  A. Allen
    2. A. Benghiat
    3. C. Gore (and thereafter Safeguarding Link Governor)
    4. H. Hawkstone
    5. N. Merchant
    6. K. Quant
    7. R. Wilson (ex-officio)

Co-opted Committee Members

Claire Kearns (HE Student Governor)
McKenna Wood (16 – 18 Student Governor)

Remuneration Committee

    1. R. Heath
    2. R. Wilson (Chair of Board)
      Vacancy x 2

Search & Governance Committee

1. A Allen
2. Principal/CEO
3. R. Wilson
Vacancy x 1

PIAP Steering Committee

    1. A. Allen
    2. C. Armstrong
    3. Safeguarding Link Governor
    4. N. Merchant
    5. C. Pemberton
    6. J. Staniforth
    7. P. Tucker
    8. H.E. Link Governor
    9. R. Wilson
      SLT attendance: as required

  1. Link Governors
  2. A. Allen - Apprenticeships
  3. Safeguarding Link Governor – Safeguarding, PREVENT
  4. Vacancy – SEND & E&D
  5. N. Merchant – Risk
  6. R. Sartain – H&S
  7. A. Benghiat - HE
  8. Radbrook Foundation – Vacancy

The following be disbanded –

    • Governance Task & Finish Group.

25/20. Governor Development and Skills Audit – Update (Appendix – Agenda Item 6)

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

Learning Walks Programme

    • Due to the closure of the College from March 2020, and subsequent restrictions on visitors to College campuses due to Covid-19, it had not been possible to complete the planned programme of Learning Walks for the 2019 – 20 year (although one Walk had been completed). There had been discussion at a Clerks’ Network meeting of how governors could engage with their colleges into the 2020 – 21 Academic Year, perhaps through remote technology. The Committee discussed this issue and AGREED that, on balance and mindful of the Government’s rapidly evolving response to the current increasing number of positive cases, it would not be prudent to invite governors onto College sites for this Term and that the issue be kept under review.

Mandatory Development Modules

    • Safeguarding and PREVENT – 95% compliance, reflecting that recently appointed governors were currently on Induction and had been set targets to complete the Modules;
    • Equality Essentials – 89% compliance reflecting that recently appointed governors were currently on Induction and had been set targets to complete the Modules;
    • Health & Safety - 89% compliance with the Mandatory Development Module, reflecting that recently appointed governors were currently on Induction and had been set targets to complete the Modules;
    • GDPR – 89% compliance with the Mandatory Development Module, reflecting that recently appointed governors were currently on Induction and had been set targets to complete the Modules.

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

    • Safeguarding. The updated ‘Keeping Children Safe in Education’ Guidance had come into effect from 01 September 2020. All Governors had been issued with the updated Guidance and all had returned a signed declaration that they had read Part 1. The Director of Curriculum Support was aware of the need to update the Board on Safeguarding generally and this was programmed into the Governor Development Plan 2020 – 2021.

Governor Development Plan 2020 – 2021

Several governors had attended external ‘remote’ events provided by the Association of Colleges to supplement their development over the summer period. The Clerk had purchased the 2020 – 21 Sixth Form Colleges’ Association’s (SFCA) webinar programme (previously circulated), as this had proved to be popular with governors the previous year and offered good value for money. The Committee noted that a benefit of lockdown had been the expansion of remote development opportunities and webinars.

The Committee AGREED the Draft Governor Development Programme 2020 – 21 (previously circulated). It noted, however, that Board awareness and appreciation of the governance of sustainability and student and staff mental health and wellbeing were being promoted by various agencies, which could also affect development needs going forward.

Skills Audit
At a previous meeting (S&G Min. No. 04/20 refers), the Committee had reviewed the Board Skills Audit and, as a consequence, the current Skills Audit had been recirculated and updated ready for the 2020 - 2021 year, which would now be used to inform search and development activities going forward. The Skills Audit showed that all the key skills identified as required were present except for at least one member having self-assessed a ‘High’ level of expertise/knowledge in ‘understanding local employer needs and skills gaps’. The Committee acknowledged that it should be mindful of this in its search and governor development plans going forward.

26/20. Governance Self-Assessment (Appendices – Agenda item 7)

Board Quality Improvement Plan (QuIP) 2019 – 2020
The Committee reviewed the final report for the Board QuIP for 2019 – 2020 (previously circulated).
The Draft 2020 – 2021 QuIP was also presented (previously circulated). However, the Committee directed the Clerk and Board Chair to further revise the report on the publication of the Final FE Commissioner’s Report, to accommodate any recommendations.

Governance KPIs 2020 - 2021
Performance against the 2019 – 2020 Governance KPIs had been reported to Board on 12 October 2020. Despite several KPIs being affected by lockdown, the Board continued to demonstrate a track record of progress in achievement and improvement against targets set. The Committee AGREED the Draft KPIs for 2020 – 20221 and directed the Clerk to review them on the publication of the Final FE Commissioner’s Report, to accommodate any recommendations.

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).

27/20. Terms of Reference

The Committee reviewed its Terms of Reference (previously circulated) and AGREED that they continued to reflect the desired role and remit required.

28/20. Governance Development Task & Finish Group – Notes of Meeting Held 29 June 2020

The Committee considered the Notes of the meetings of the Governance Development Task & Finish Group held since the last meeting (previously circulated).

The Committee noted that progress had been made against all the project streams sufficient to recommend that the Group be disbanded going forward.

29/20. 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 should be supplemented by an additional reputational risk if the Board failed to improve the diversity of its membership with respect to gender, age range and ethnicity. The Committee also acknowledged the importance of cognitive diversity going forward. It agreed that there had been sufficient discussion of the other risk 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.