MINUTES OF THE SEARCH & GOVERNANCE COMMITTEE MEETING

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             MINUTES OF THE SEARCH & GOVERNANCE COMMITTEE MEETING
                                OF 22nd JANUARY 2009


Present:      Mrs. G P Richards – Chair (GPR), Mrs. C A Beaumont (LB),
              Rev. Preb. D B Crowhurst (DBC), A C Tyley (ACT).
              Attendance: 57.4%

In            W E Hitchen – Clerk
Attendance:

              The Chair welcomed everyone to her first meeting as Committee Chair and
              paid tribute to her predecessor, Ms Julia Brereton, as an excellent Committee
              Chair and Governor.

22/01/09/1    Apologies
              Ms. C A Clifford (CAC), J Ward (JW).

22/01/09/2    Declarations of Interest
              None.

22/09/01/3    Minutes of 7th October 2008 (Document A)
              The minutes were approved as a true and accurate record and signed by the
              Chair.

22/01/09/4    Matters Arising
              7/10/08/4 Board Vacancies:
              Members noted that the Vice Chair had now assumed the Chair following the
              retirement of JB and that a new Vice Chair would need to be appointed to the
              Committee in due course. Other relevant matter s would be considered later
              on the agenda (22/01/09/7 below).
              7/10/08/8 Committee Memberships and Quorums:
              Members noted that LB had transferred from Finance & Resources Committee
              to Audit & Risk Management Committee and had attended the recent meeting
              of the latter. DK had not responded. A proposal to co-opt a new member to
              Audit & Risk Management Committee would be considered later in the
              agenda (22/01/09/7).
              7/10/08/9 Schools/Departments Liaison Appointments:
              RH and DK had been appointed to liaise with the School of Professional
              Studies and the Library & Learning Resources Department respectively.
              Members recalled that DBC had visited both Aspire and Shipley campuses
              and submitted excellent reports to the Board (11/12/08/17.1a & b)

22/01/09/5    Corporation Structure (Document B)
               Members considered the existing structure of 17 Board members and its
              reporting committees. The Clerk advised that the maximum number of
              members permitted is 20. ACT commented that the present size was
              relatively large for a small Further Education college, but that it worked well.
Corp’n/Search & Governance Committee                                       22nd January 2009
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             He therefore suggested that the structure remain unchanged. DBC added that
             the structure of committees and the present number of members had proved
             effective and agreed with the Principal & Chief Executive. Members
             suggested that a question might usefully be added to the annual board
             performance questionnaire to test members’ views on the structure.                Clerk
             Proposed: DBC; Seconded: LB; Agreed: nem con to recommend the size
             of the Corporation remain at 17 members with the present arrangement
             of committees: Audit & Risk Management Committee, Farm Advisory
             Committee, Finance & Resources Committee, Quality & Standards
             Committee, Remuneration Committee and Search & Governance                         GPR
             Committee.

22/01/09/6   Members’ Attendance Records 2008 to date (Document D)
              Members noted that the Board and its Committees were all exceeding the
             target attendance of 70%. The attendance of individual members was
             generally excellent, but the committee expressed concern where individuals
             fell below the target. However, it was noted that some committees had only
             met once or twice and that both Board meetings in the autumn term had
             occurred close together. It was noted that Richard Hedge had missed a
             number of Board meetings due to diary clashes. It was hoped that by setting
             the calendar of meetings for 2009-10 earlier, this would help to address this.    Clerk
             Members received and noted the report.

22/01/09/7   Board Vacancies – recommendations (Document E)
             1. Members agreed to recommend the appointment of Ms. Emily
                Thomas (EET) to Quality & Standards Committee and Ms. Moya                     GPR
                Bevan Thomas (MBT) to Finance & Resources Committee and
                Quality & Standards Committee.
             2. The Chair told members that the Interview Panel had considered four
                applicants from a total of seven enquiries and had unanimously selected
                two candidates for consideration. Members considered the Panel’s
                proposals for Board and the Clerk’s suggestions for committee
                membership appointments of Mrs. Wendy Dakin (WD) and Ms. Edwina
                McQueen (EMcQ), but felt that an initial appointment to one committee
                each would allow for a gentle introduction to corporate governance.
                Agreed, to recommend the appointment to the Board of Mrs. Wendy
                Dakin (WD) for a period of four years with effect from 12th February           GPR
                2009 and Ms. Edwina McQueen (EMcQ) for a period of four years
                with effect from 23rd April 2009. Further to recommend the
                appointment of WD to Finance & Resources Committee and EMcQ
                to Audit & Risk Management Committee.
             3. The Clerk advised members that he had spoken with Arthur Walpole
                (AW) to ascertain if he wished to be considered for a further appointment
                to the Board when his current term expires on 3rd May 2009. AW had
                expressed a desire to be considered. Members agreed that AW pays great
                attention to detail, has a very good attendance record and possesses a skill
                set that compliments the needs of the Board, especially in the area of
                Information Technology. AW’s background on the local authority and as
                Chairman of the Board of Governors of The Marches School reflects a
                strong sense of public service and he has been both a team player and a
                challenging member of the Corporation.
             4.

Corp’n/Search & Governance Committee                                      22nd January 2009
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                 Members agreed unanimously to recommend AW be re-appointed to
                 the Board for a period of four years with effect from 12th February
                 2009 and that he retain his membership of Finance & Resources
                 Committee and his role as Liaison Governor to the Information               GPR
                 Technology Department.
              5. The Chair told members that she had interviewed J Roger Hargreaves
                 (JRH), a retired Chartered Accountant, together with the Chairman of
                 Audit & Risk Management Committee (DBC) and the Clerk and proposed
                 that JRH be co-opted to the Audit & Risk Management Committee. JRH
                 was a Managing Partner of his firm and has public service experience as a
                 Founder Member and now Vice-President of the Hospice of the Good
                 Shepherd, Chester. Mr. D Paul Evison (DPE) had served the Corporation
                 as a full member for many years and latterly as a co-opted member of the
                 Audit & Risk Management Committee for the past seven years. He had
                 indicated his desire to retire as soon as a replacement could be found.
                 DBC paid tribute to the excellent service provided by DPE in both
                 capacities and stated how much the committee relied upon the expertise
                 provided by the co-opted members.
                 Agreed, to recommend that JRH be appointed to the Audit & Risk
                 Management Committee as a co-opted member for four years with
                 effect from 12th February 2009.                                             GPR

22/01/09/8   Committee Terms of Reference (Document F)
             1. Audit & Risk Management Committee
                Agreed to recommend the terms of reference of the Audit & Risk               GPR
                Management Committee for approval by the Board.

              2. Farm Advisory Committee
                 The committee agreed to amend the number of members to nine to take
                 into account the earlier appointment of IAW as Learner Governor, which
                 has proved very satisfactory. The wording of the initial section was        Clerk
                 amended to that of the title of the committee (Farm Advisory) and a
                 section was incorporated to require the appointment of a Vice Chairman
                 in line with all other Corporation committees.
                 Agreed to recommend the terms of reference of the Farm Advisory             GPR
                 Committee for approval by the Board.

              3. Finance & Resources Committee
                 Agreed to recommend the terms of reference of the Finance &                 GPR
                 Resources Committee for approval by the Board.


              4.   Quality & Standards Committee
                   Agreed to recommend the terms of reference of Quality & Standards         GPR
                   Committee for approval by the Board.

              5. Remuneration Committee
                 The committee agreed to amend the number of members to five and add
                 the Farm Advisory Committee. A typing error on page 3 (8c) was also         Clerk
                 corrected.
                 Agreed to recommend the terms of reference of Remuneration                  GPR
                 Committee for approval by the Board.

Corp’n/Search & Governance Committee                                   22nd January 2009
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              6. Search & Governance Committee
                 The committee agreed to amend the classification of Governors to                 Clerk
                 “External” (p1. 4(i)) and to incorporate the requirement for the committee
                 to appoint a Vice Chairman.
                 Agreed to recommend the terms of reference of Search &                           GPR
                 Governance Committee for approval by the Board.

                  Members noted the requirement to appoint a Vice Chair, but in light of the GPR/Clerk
                  assumption of the Chair by the previous Vice Chair agreed to consider the
                  matter at the next meeting.


22/01/09/9    Appointment Procedures (Document G)
               Members considered the need to arrange the induction programme for the two
              proposed new External Governors and to include the Staff and Learner
              (student) Governors. It was further agreed that the Senior Leadership Team          Clerk
              should be invited to contribute to the induction.
              Members considered the appointment procedures and did not wish to
              recommend any changes.
              Agreed to recommend the Procedure for the Appointment of Members to                 GPR
              the Corporation for approval.

22/01/09/10   Freedom of Information (Document H)
               The Clerk explained the requirement for compliance with the Act and said
              that the appendices set out how the Corporation might satisfy the aims of the
              revised model publication scheme. The Clerk was asked to liaise with the
              Acting Director of Finance to complete section 7.4 page 8 showing “The
              services for which the College is entitled to recover a fee together with those     Clerk
              fees”. The appendices had been considered by the Senior Leadership Team
              and would now form the basis for a Governance website. The College’s Web
              Editor is currently working on this proposal. Members agreed that the Search
              & Governance Committee would monitor the compliance of the College’s              GPR/Clerk
              proposals with the terms of the revised model publication scheme.
              Agreed to recommend the Freedom of Information Policy and                           GPR
              Appendices for approval.

22/01/09/11   Responsibilities Where Governors Act Beyond Their Powers (Document I)
              The Clerk advised that there were no proposed changes to this policy.
              Agreed to recommend the Responsibilities Where Governors Act Beyond                 GPR
              Their Powers for approval.

22/01/09/12   Whistleblowing Policy (Document J)
              Members asked that the date on page 3 be amended together with the
              telephone number for DBC. The Clerk was asked to put an article in the Staff        Clerk
              Newsletter reminding everyone of the policy and where it may be found.
              Subject to the above, agreed to recommend the Public Interest Disclosure            GPR
              Policy (“Whistleblowing Policy”) to the Board for approval.

22/01/09/13   Governor Training Needs & Skills Analysis (Document K)
              The Clerk introduced the document as an attempt to improve the available
              information about Governors’ skills and training needs beyond that provided

Corp’n/Search & Governance Committee                                      22nd January 2009
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              by the current annual returns. The Clerk also provided members with a list of
              potential training topics for Governors to consider.
              The Principal & Chief Executive thought that the questionnaire might provide
              a useful prioritised list of Governor training needs, but raised concerns as to
              the pressure on the availability of busy Governors. It was agreed that there
              could be a question included in the cover recommendation to the Board to          Clerk
              ascertain the views of Governors as to how they might wish to receive such
              training.
              DBC suggested the inclusion of a brief presentation prior to each Board
              meeting, as had been done previously. He said it could also provide a focus
              for Governor Development Day in April. ATC reminded members that there
              had been limited training in the past eighteen months and said that
              presentations should commence at 6pm (the usual starting time for Board
              meetings) and not last longer than 15 minutes. Members considered a second
              Development Day and questioned whether Governors should be asked to
              undertake at least one development activity per annum.
              Subject to the addition of the question to the cover recommendation,              GPR
              agreed to recommend the Governor Training Needs and Skills Analysis to
              the Board for approval.


22/01/09/14   Any Other Business
                 1. Chairman and Vice Chairman of the Corporation
                    It was noted that the current terms of office of the Chair, Professor
                    Paulene Collins and the Vice Chairman, John Ward, are both due to
                    expire in February 2009. The Clerk therefore is required to seek
                    nominations for both positions so that the Board can confirm
                    appointments at the February Board meeting. It was suggested that a
                    similar form to that used for Staff and Learner Governor Nominations
                    requiring proposer and seconder and the acceptance of the person
                    nominated. Members agreed. The Principal & Chief Executive
                    suggested that the Chair should be informed about the proposed
                    arrangements as a matter of courtesy.                                       Clerk
                    Agreed to ask the Clerk to write to each Governor inviting them
                    to submit nominations for the post of Chairman and Vice
                    Chairman of the Corporation for election at the February Board.

                  2. Volume of Paperwork
                     The Principal & Chief Executive suggested the adoption of a “starred
                     agenda” procedure similar to that used by Harper Adams University
                     College Corporation. This identifies items recommended for approval        Clerk
                     by a committee without further discussion. The Chair would invite
                     Governors to ask for any item to be “de-starred” if they wished to
                     debate the recommendation. He said it would enable the Board to
                     concentrate on the important items of business.
                     Members agreed that the Clerk should explore this further and put
                     forward a proposal to the Board.

                  3. Governance Appendix to the Financial Management & Control
                     Evaluation (FMCE)
                     The Clerk told members that a college in the south of England had
                     been required to complete this document prior to a recent limited

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                       scope inspection. A quick trawl of other colleges showed that some
                       others had also been asked to complete it, whilst others had not. The
                       appendix is very similar to former Self Assessment Report
                       Questionnaire. The Clerk issued a table of areas for improvement.
                       The Principal & Chief Executive suggested that he could satisfy the
                       need for the Corporation to receive regular reports on the College’s
                       progress against the development plan (s24.) by adding the Review of        ACT
                       Strategic Target Performance to his monthly Principal’s Report. This
                       document uses the “traffic light” system with which Governors are
                       familiar from the Risk Monitoring reports seen at every Board.
                       (Actioned with the January report).
                       In respect of reviewing the release of confidential items when the          Clerk
                       reason for confidentiality expires, members agreed that the Clerk
                       should perform the review annually and present his recommendations
                       to the Search & Governance Committee for approval.

                    4. Research on Diversity and Governance in the Further Education
                       Sector
                       Members agreed to consider this document further at their next
                       meeting. They are conscious of the need to consider measures to          GPR/Clerk
                       encourage interest from ethnic minority candidates for future
                       vacancies, as the recent advertisements attracted several good
                       applicants, but none from an ethnic minority background.

22/01/09/15    Next Meeting:                                                                        All
               Thursday 4th June 2009 at 6.00pm


There being no further business, the Chair thanked everyone for their contributions and declared the meeting
closed at 7.58pm.




Chair:………………………………………………………………………………




Date:…………………………………..




Corp’n/Search & Governance Committee                                       22nd January 2009

				
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