01/20. Declarations of Interest
A. Allen declared a standing interest as an employee of Harper Adams University.
02/20. Minutes of Meeting Held 18 November 2019 (Appendix – Agenda item 3)
That the Minutes of the Meeting held on 18 November 2019, were approved as a true record.
03/10. Committee Vacancies and Succession Planning Update (Appendix – Agenda Items 4a & b)
Independent Governor Vacancy – Interview Update
The Committee received a verbal update from the Board Chair and Committee Chair on informal interviews conducted (by remote access) with two candidates for Independent Governor opportunities (completed application packs previously circulated). Both candidates 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 considered the verbal report and assessed the applicants’ skills against the current Board Skills Audit (previously circulated), the Committee
- candidate GM be invited for formal interview by remote access w/c 23 March 2020; and
- candidate JT be thanked for their interest in joining the Board; however, there were currently no opportunities for their skills base on the Board at this point; their application would be kept on file.
Independent Governor Succession Planning – Update
As reported previously, the Board was entering a period of turnover between July 2020 and March 2021. The Committee considered how to maintain skills stability within the Board, taking into account the recent OFSTED Report. The College had received a Grade 4 judgement for ‘leadership and management’ due to a Grade 4 judgement for ‘behaviour and attitudes’ as a result of safeguarding concerns. Quality of Education and all provision types received Grade 2s.
The Committee acknowledged the commitment and skills of the current Safeguarding Link Governor and her unwavering support and scrutiny of the College’s safeguarding arrangements through regular attendance at the College’s Safeguarding Committee and termly Link Governor meetings. However, this Governor’s Second Term would come to an end in December 2020. The Committee agreed that it was vital to maintain a high skills level in Safeguarding on the Board going forward and directed the Clerk to focus search activities in this area. The Clerk reported that she had made an approach to a suitably-skilled individual, which would be followed-up by the Board Chair and would also follow up contacts made through the College’s Safeguarding Team.
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 independent governors whose terms were ending during 2020, until 31 December 2020, subject to the advice of this Committee, as required by Article 5 (Board Min. No. 9/20 refers).
Having considered the Board’s skills requirements considering the confidential verbal reports referred to in Board Minute Number 07/20, and the need to maintain cohesion and stability of the Board membership in the wholly exceptional circumstances presented by the public health emergency arising from the Coronavirus Pandemic, it was
Resolved: It was Recommend to Board: That Instrument 8(a) be suspended so that the Terms of C. Davies, C Gore, R. Sartain, C. Wassall and M Willmot be extended to 31 December 2020.
The Clerk to the Board reported that
- arrangements were in place to secure student governors for the 2020 – 2021 Academic Year;
- arrangements to secure a replacement for the current Parent Governor (Welsh Bridge) would also begin in earnest, as the current Parent Governor’s Term would end in December 2020; and
- agreed succession plans for the chairs of the Finance & Business Operations, Quality, Standards & Curriculum and Search & Governance committees were in place.
Appointment of Governors and Determination Policy
The Committee had requested the Committee Chair to review the current Governor Appointment of Governors and Determination Policy to ensure it remained effective, appropriate to the Board’s needs and accessible to applicants (S&G Min. No. 20/19 refers).
The Committee considered the revised Policy (previously circulated), which clarified the procedure for meeting candidates informally following the receipt of completed applications that had passed initial Due Diligence checks. Having agreed that the revised Policy met the requirements, it was
Resolved: It was to Recommend to Board: That the revised Appointment of Governors and Determination Policy, be approved.
04/10. Governor Development and Skills Audit – Update (Appendix – Agenda Item 5)
The Committee considered the latest update (previously circulated) on –
Learning Walks Programme 2019 - 2020
- The Autumn Term Learning Walk held in January 2020, in Sport & Public Services at the London Road Campus (deferred due to the Ofsted Inspection) had been attended by 9 governors;
- The rest of the 2019 – 2020 Programme would be postponed in response to the closure of the English and Welsh Bridge campuses as a response to Covid-19.
Mandatory Development Modules
- Safeguarding and PREVENT – 100% compliance. The Director of Curriculum Support’s Development Briefing to the Board on Safeguarding would be 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 newly-appointed governors completed the module as part of their Induction targets;
- Health & Safety - 95% compliance with the Mandatory development Module, with the expectation of 100% completion as newly-appointed governors completed the module as part of their Induction targets;
- GDPR – 95% compliance with the Mandatory development Module, with the expectation of 100% completion as newly-appointed governors completed the module as part of their Induction targets.
The Committee expected all Induction Development Modules to be completed before the next meeting.
Draft Governor Development Plan 2019 - 2020
The Development was now in progress. Additionally, several governors had attended external events provided by the Association of Colleges, to supplement their development. The Chair had received feedback following individual appraisal, that governors would appreciate the opportunity to share this development to improve the effectiveness of governance. The Committee requested the Clerk consult with the Staff Governor (Support Staff) to consider how governors could feedback effectively and report to the Committee on ideas.
Going forward, governors would be encouraged to access the Education & Training Foundation (ETF) Governance modules and the Sixth Form Colleges’ Association’s 2019 – 2020 Webinar package to further supplement their development, as these would continue. The next SFCA webinar on Link Governors would be shared to the Board.
The Committee considered the Board’s Skills Audit, amended to model the impact of governors who would be leaving the Board shortly (previously circulated).
The Skills Audit showed that all of the key skills identified as required were present with the exception of 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.
The Committee also expected all governors to demonstrate a high level of self-knowledge of Safeguarding and PREVENT after completion of Mandatory development modules and Induction. A Allen offered to signpost additional development materials to governors.
The Committee reviewed the Skills Audit results and observed that the results had last been captured in early 2019, or thereafter on either application or at Induction and may not now reflect the current position. The Committee directed that the Skills Audit be circulated again to all governors for updating. It was also suggested that the Audit could be improved by providing some definitions of the level of self-assessed knowledge. A Allen offered to supply some definitions based on the Universal Competency Model.
Resolved: That the Board Skills Audit be
- Updated to include definitions of the level of self-assessed knowledge; and
- circulated to all Board members and co-opted governors for updating.
05/20. Governance Self-Assessment (Appendix – Agenda item 6)
Board Quality Improvement Plan (QuIP) 2019 – 2020
The Committee reviewed the Board’s Draft QuIP (previously circulated) and noted that all actions for the 2018 – 2019 QuIP had been achieved by deadline. The Committee was advised that the 2019 – 2020 Plan would be based on the outcomes of committee evaluation and the Board Chair’s personal reviews with individual governors and would be monitored by this Committee at every meeting going forward.
Resolved: That the Draft Board Quality Improvement Plan 2019 – 2020, be accepted as a basis for board improvement planning.
Governance KPIs 2019 - 2020
The Committee reviewed draft Governance KPIs for 2019 – 2020. The KPIs reflected the outcomes of committee evaluation and the Board Chair’s personal reviews with individual governors. KPIs would also reflect the Board’s recent direction to revise the presentation and assessment of risk materiality and plans to pilot 360 degree appraisal of the Board Chair.
Resolved: That the Draft Governance KPIs for 2019 – 2020, be accepted as a basis for board improvement planning.
Board Diversity Data – Update
The Committee considered the current Board Diversity Report (previously circulated) and provide input to the Diversity Succession Plan.
The Committee set an expectation that the Board broaden the diversity of membership especially to include more women members.
06/20. Resilience in Governance (Appendix – Agenda Item 7)
The Committee considered a report (previously circulated) on actions already undertaken to ensure the resilience of effective governance going forward.
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 this point –
- all meetings of the Board and its committees would be conducted on-line through Microsoft Teams. The Clerk to the Board had arranged for all governors to be connected to Microsoft Teams and had circulated to all members a remote meetings procedure and etiquette guide.
- The Board Health & Safety Risk Assessment had been reviewed and revised. This has been seen by the Link Governors for both H&S and Risk, as well as the Chair and was now lodged with the College’s H&S officer, as per procedure.
- The Chair and Clerk had reviewed practical arrangements to ensure the resilience of effective governance in the event of governors being unable to attend meetings in College, or unable to participate in governance activities, including -
- review of governance documents (including. Instrument & articles and standing orders), to check what flexibilities existed around the convening of meetings to transact business.
- the passing of written resolutions ;
- Chair’s action in urgent circumstances where it is not possible for a meeting to be convened (Standing Order 19)
- sufficient delegations to the Vice-Chair or other governors in the event of the Chair being indisposed.
- The Calendar of scheduled meetings had been reviewed to identify ‘mission critical’ items that could either be brought forward or addressed using methods above.
- The Board had also made changes to the College’s Instruments & Articles and Standing Orders regarding quoracy and access to the College Seal.
The Committee discussed how the Board could demonstrate presence at the College whilst unable to attend in person. It was suggested that governors continue to demonstrate their commitment to the College by engagement in remote meetings and actively participating in governance going forward.
The Committee also discussed how to support governors‘ personal wellbeing and resilience during a very challenging period for the College and the Board. The College was putting together a pack to signpost resources on coping with working from home during periods of self-isolation and dealing with anxiety and the Clerk would send these resources to governors. It was also agreed that governors would informally check in with each regularly other throughout the lockdown period.
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.
08/20. Verbal Report of Principal/CEO
The Principal/CEO provided a verbal update to the Committee on the College’s arrangements to safeguard those students who had attended College since 23 March 2020. The majority of students identified as eligible to attend College had chosen to self-isolate and remain at home. However, the College had put in place robust arrangements for the very small number of students who had chosen to attend.
Date of Next Scheduled Meeting – 13 May 2020 at 5.30 p.m.
The meeting concluded at 7.05 p.m.