Shrewsbury Colleges Group
Group Minutes of Finance & Business Operations Committee
Date 7th October 21
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).
B. Greenaway, J. Staniforth (Principal/CEO) and R. Wilson (Chair).

In Attendance
T. Cottee - Clerk to the Board
Apologies A. Allen.

18/21. Appointment of Chair of Committee

Resolved: That R. Wilson be appointed Chair of the Committee for the 2021 – 2022 academic year.

R. Wilson in the Chair.

19/21. Declarations of Interest


20/21. Minutes of Previous Meeting Held 19 May 2021 (Appendix – Agenda Item 4) (previously circulated)

Resolved: That the Minutes of the Meeting held on 19 May 2021, be approved as a true record.

21/21. Board Vacancies and Succession Planning – Update (Appendices – Agenda Items 4a -d)

Application for Board Opportunity

Further to S&G Minute Number 10/21, the Clerk reported that the applicant who had been invited for interview had withdrawn their application due to a change in their personal circumstances.

Action: Clerk to contact applicant

Summer Recruitment Campaign

The Committee considered an update on progress against its direction to the Clerk to conduct search activities in anticipation of upcoming vacancies on the Board (S&G Min. No 10/21 refers). 

The Clerk had undertaken an extensive search & recruitment campaign. As a result, over 14 applications and expressions of interest had been received. All applications submitted had passed Due Diligence Checks and, after a long-listing process, 9 applications which could match the Board’s skills requirements and skills succession plan, having skills and experience in finance, volunteering, education and working in further education, had been identified. The short-listed applications would improve the gender balance and broaden the age profile of the Board membership.

The Committee reviewed the short-listed candidates’ skills analysis (previously circulated) and agreed that this be forwarded to the Principal/CEO and Board Chair, for progression to informal interviews.

Action: Clerk to supply short-list of candidates to P/CEO and Board Chair

The Clerk reported further on the project to broaden the Board’s diversity, in accordance with the recommendation arising from the external board review conducted earlier in the year (S&G Min. No. 07/21 refers) and in anticipation of recommendations from the FE Skills for Jobs White Paper to improve governance practice through broadening the overall diversity of boards.

As directed by the Committee at its last meeting, the Clerk was working on the development of a draft Board Diversity Strategy. To support this preparation, she had arranged a further consultation with Sharon Warmington, the CEO of the National Black Governors Network. As reported at the previous meeting and on the advice of Ms. Warmington, the Draft Strategy should set out –

      • The Board’s current position in terms of diversity;
      • Where it wanted to be;
      • How it would get there in terms of ‘musts’ (shorter-term), ‘shoulds’ (medium-term) and ‘coulds’ (longer-term).

The Committee acknowledged that whilst the short-list of applications would broaden the Board’s diversity, that it might be necessary to make direct contacts with specific organisations to broaden diversity in respect of ethnicity. Ms Warmington had also suggested this.

To support this, the Clerk had recently attended a ‘speed networking’ event, hosted by The Governance Forum (TGF - a networking group for BAME professionals), leading to some expressions of interest from excellent candidates; however, to date, these had not translated into applications. Feedback suggested that these candidates were looking for remunerated positions, rather than being put off applying due to any unconscious bias or barriers in the Board’s recruitment process. The Clerk remained alert to opportunities and would use the Getting on Board Guide ‘From Here to Diversity’ as a good practice reference (previously circulated).

The Committee supported the clear expectation that, nationally, boards must work harder to diversify their memberships and agreed that the Draft Diversity Strategy be further developed with the following key targets –

      1. Improve the gender balance of the Board.
      2. Broaden the age profile of the Board.
      3. Broaden the diversity of the Board with respect to ethnic background and origin.

Action: Clerk to submit Draft Diversity Strategy to Board Chair

Board Vacancies and Succession Planning

The Committee considered an update on progress in search activities in anticipation of upcoming vacancies on the Board (previously circulated).

Since the last Committee Meeting

      1. One Appointed Governor had resigned. This Governor had also been Vice Chair of the Board and Chair of the Finance & Business Operations Committee. The Board’s Succession Procedures had ensured the appointment of a new Vice-Chair and Chair of F&BO at the first opportunity.
      2. One Independent Governor had moved out of the area and whilst still able to engage in meetings through remote access, had indicated that they were expecting to remain in post only until a replacement could be sourced (their Term formally ended December 2022). Applications received as a result of the summer search campaign offered similar skills sets and therefore, it was anticipated that a replacement would be identified and appointed before the end of the year.
      3. One independent Governor’s Second Term ended in December 2021. Applications received as a result of the summer search campaign offered similar skills sets. The Succession Plan procedure to replace the Governor as Chair of the Quality, Standards & Curriculum Committee had been enacted and, after altering Committee members to the opportunity, a candidate had come forward. The election of a new Committee Chair would be undertaken at the January 2022 meeting.
      4. The second Parent Governor’s Term ended in mid-October and the recruitment campaign for that vacancy was ready for launch.

Committee membership 2020 – 2021

According to Standing Orders 5.1 & 6.1, members and chairs of committees were appointed annually; committee membership being approved at Board. Having considered the skills audit and the personal preferences received, a proposed committee membership for 2021 – 22, was considered (previously circulated). The Committee agreed that the proposed membership be recommended to Board as an interim membership, acknowledging that it would change as a result of appointments later in 2021 or early 2022.

The Committee noted that self-assessment had indicated 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 had completed its work and an Estates Working Group would be created, to support the development of the College’s Estates Strategy.

At its meeting on 07 October 2021, the Search & Governance Committee reviewed current Governor Terms, vacancies and opportunities and proposed committee membership for 2022 – 2022 (S&G Min No 21/21 refers) As part of this, the Committee discussed the Audit Committee Chair and Link Governor for Risk succession plans. The Post 16 Audit Code of Practice stated (Section 29. “Audit committees must include individuals with an appropriate mix of skills and experience to allow the committee to discharge its duties effectively. Collectively, members of the committee should have recent, relevant experience in risk management, finance, and assurance.’). This message was emphasised in a recent letter to Accounting Officers from the Interim Chief Executive of the ESFA, stating ‘The effectiveness of committee members is established by personal qualities as much as it is by formal qualifications or sector knowledge….I ask you to work with the chair of your governing bodies to do what you must in your own college to continue to attract and retain the best people for your audit committee.

The latest Skills Audit (previously circulated) confirmed that, whilst the proposed Audit Committee membership for 2021 – 2022, had an appropriate mix of skills and experience, with members having experience in risk management, finance and assurance, the Board should have sufficient skills in risk management, finance, and assurance amongst the appointed membership to ensure successful succession planning for the Audit Committee Chair and Risk Link Governor.

The current co-opted Audit Committee member, on the basis of their skills, experience, qualifications and prior contribution to the committee and wider Board had demonstrated they could meet the skills requirements and the Committee AGREED that Mr C. Sharp be invited to submit an application for an Appointed Governor vacancy. As a co-opted committee member, Mr C. Sharp had already passed Due Diligence requirements, had a current DBS and had completed the Board’s required Induction, including completion of mandatory modules.

The Committee observed that it may not be possible to convene a Special Search & Governance, in order to consider any application, before the next Audit Committee meeting. Therefore, having received assurance as to Mr Sharp’s skills, qualities and prior contribution to the Audit Committee, the Committee agreed to consider a written recommendation of Mr Sharp’s appointment to the Board and that Mr Sharp be appointed to the Audit Committee, in anticipation of his appointment being confirmed in the December 2021 meeting.

Resolved: It was recommended to Board that the Committee Membership 2021 – 2022, with effect from 14 December 2020, be as follows –

Audit Committee Membership (4)

J. Barratt
R. Sartain
C. Sharp (Co-opted committee member)
M. Thompson

Estates Strategy Working Group (8)

D. Pulford (co-opted committee member)
G. Mills
Finance Director
R. Sartain
P. Tucker
M. Thompson
R. Wilson

Finance and Business Operations (7)

D. Pulford (co-opted committee member) *
G. Mills
P. Tucker
R. Wilson
SLT attendance: Finance Director

Quality Standards and Curriculum Committee (7)

A Allen
J Barratt
A Benghiat
H. Hawksworth
K. Quant
J. Rowe
J. Sharrock
R. Wilson (ex-officio)
Student Governors (co-opted committee members)

Remuneration Committee (4)

A Allen
G. Mills
R. Wilson

Search & Governance Committee (4)

A Allen
B. Greenaway
J. Staniforth
R. Wilson (Chair)

Link Governors and Governor Representatives

A. Benghiat – H.E.
J. Rowe - SEND & E&D
J. Sharrock – Safeguarding, PREVENT
R. Sartain – H&S.

Radbrook Foundation – R. Sartain

The following be disbanded –
• Post Inspection Action Plan Steering Committee.

Link Governor Scheme Review

The Governor Link Scheme had been operating at the College since merger. Designated members of the Board ‘linked’ with a specific area or cross-college topic. The Programme had been self-assessed as effective, based on feedback from both governors and staff and students and the appointed Link Governors were diligent in meeting their links and undertaking assurance and engagement activities, which were then reported to the relevant committee. Meetings and activities for the First Term had already commenced or were planned.

The Committee took the opportunity to review the Link Governor topics in light of the new Strategic Development Plan 2021 – 2025 and agreed that, at this point, it was pertinent to retain the existing link topics.

22/21. Governor Development Skills Audit and Learning Walk Programme – Update (Appendix – Agenda Item 6)

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

      1. Learning Walks Programme 2021 - 2022;
      2. Mandatory Modules - % of completion;
      3. Skills Audit Update; and
      4. Governor Development Plan 2021 – 2022 - planning.

Learning Walks Programme 2021 - 2022
The first Learning Walk in Health & Social Care (Vocational Provision) would take place on 19 October 2021. This was an area which had grown in the last two years and where the College had new members of staff. A second was scheduled for History, Politics, Classics and Religious Studies (Academic Provision) at English Bridge Campus, on 02 December 2021. Again, this was an area that had seen significant growth in numbers and changes in teachers. Further Walks were planned throughout the Academic Year.

Mandatory Development Modules
Governors and co-opted committee members were required to undertake several mandatory development modules to support both their understanding of their role and to appreciate the importance of issues crucial to the College. The target was 100% of governors and co-opted committee members to have undertaken and evidenced completion. The Committee set a target that those on Induction in May, complete by the end of June; this was done, and the Board hit its 100% target for 2020 – 2021.

Mandatory Development Modules

      • Safeguarding and PREVENT – 95% compliance.
      • Equality Essentials – 95% compliance reflecting that the recently appointed student governors were currently on Induction and had been set targets to complete the Module;
      • Health & Safety - 95% compliance reflecting that the recently appointed student governors were currently on Induction and had been set targets to complete the Module;
      • GDPR – 95% compliance reflecting that the recently appointed student governors were currently on Induction and had been set targets to complete the Module.
      • Safeguarding. For 2021 - 2022, in addition to the expectation that all governors and co-opted committee members complete a Declaration that they had received, read and understood the 2021 edition of Keeping Children Safe in Education, the Safeguarding Link Governor and Board had set an expectation that all governors and co-opted committee members evidence that they had –
        • watched two videos, issued to all staff, on key reminders around safeguarding systems and processes in College and core elements of the KCSiE and on Sexual Violence and Sexual Harassment; and
        • read advice, also circulated to College staff, on how to deal with a situation where nude or semi-nude images of children had been shared.

This was an important area for the College given the increased focus on this theme nationally and the importance of raising the awareness of governors, staff and students. The Board had also received a briefing at its last meeting from the Group Vice Principal, Curriculum Support and Business Development on the College’s safeguarding arrangements for the new Academic Year, including a demonstration of the College’s safeguarding records management system. The Director of Curriculum Support would also present the Annual Safeguarding Report to the Board in December 2021 and this was programmed into the Governor Development Plan 2021 – 2022.
The Committee expected all Induction Development Modules for these governors to be completed by the targets set.

Governor Development Plan 2021 – 2022
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 2021 – 22 (previously circulated). It noted, however, that Board awareness and appreciation of the governance of the Government’s Skills for Life Agenda, sustainability and student and staff mental health and wellbeing were being promoted by various agencies, which would affect development needs going forward.

From the 2021-2022 funding agreement onwards, boards must report in their annual reports on activity undertaken over the year to develop governors/trustees and the head of governance/clerk. To meet this requirement, the Clerk had purchased –

        • The Education & Training Foundation Governance Development Programme which gave full access to the programme modules for all governors for 12 months from the date of purchase. The modules were’ pick and mix’, so different governors could do them at different times and choose which modules to undertake.
        • The Sixth Form Colleges’ Association’s (SFCA) Webinar Programme

s.128 of the Skills for Jobs White Paper which stated, 'We will also work with the sector to establish strong expectations that college leaders and corporation board members undergo suitable training, and that those with high potential are supported to progress through an end-to-end development programme for further education leadership and governance, building on the existing Education and Training Foundation offer.'

Skills Audit
The Board Skills Audit, which had been updated to include the most recently appointed governors was considered (previously circulated). 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, in addition to search for estates skills and accountancy qualifications.

23/21. Board Quality Improvement Plan 2020 – 2021 - Progress (Appendix -Agenda item 7)

The Committee reviewed progress against targets set out in the Board Quality Improvement Plan (QuIP) for 2020 – 2021 (previously circulated). The Committee noted that all the actions had either been completed in advance of or to target dates or were on-going to target, with the exception of completing the Learning Walk Programme, due to access restrictions implemented as a result of the Covid 19 pandemic. However, other opportunities for governors to meet students and staff had been presented during the year, including attendance at Student Union Executive meetings.

The FE Commissioner/DfE would produce guidance for colleges on the requirement to commission at least three yearly external reviews of governance and was expected to recommend:

      • A requirement for colleges to publish the executive summary of their external review;
      • That the review would focus on behaviours, relationships, impact, effectiveness and culture as opposed to procedure and compliance. (Procedure and compliance to be reserved for internal audit);
      • That the ESFA and OFSTED be given sight of the review;
      • That the review outcome may, but not always, form part of the annual strategic conversation with the ESFA;
      • That peer to peer review was not an option – reviewers should have no previous relationship with the college.

24/21. Governance Self-Assessment (Appendices - Agenda item 8)

Governance KPIs

Performance against the 2020 – 2021 Governance KPIs had been reported to Board (Board Min No 52/21 refers). The Board continued to demonstrate a track record of progress in achievement and improvement against targets set.

Board Improvement Plan 2021 – 2022

The Draft Board Improvement Plan (previously circulated) would include the recommendations arising from the ETF Board Review, plus feedback from committee self-assessment undertaken.

25/21. Risk

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 finance skills on the Board.

 The meeting concluded at 6.31 p.m.