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									                      HADRIAN’S WALL HERITAGE LIMITED

                     MINUTES OF A MEETING OF THE BOARD


                    ON TUESDAY 29 APRIL 2008 AT 10.00AM


Directors        Ann Green                 Chairman

                 Susan Achmatowicz         Non-Executive Director

                 Louise Davis              One NorthEast

                 Peter Henriksen           Non-Executive Director

                 Phil Reddy                North West Development Agency

                 Eric Robson               Non-Executive Director

                 Martin Shaw               Natural England

                 Humphrey Welfare          English Heritage

In attendance    Linda Tuttiett            Chief Executive

                 Vineet Lal                Director of Branding & Communications

                 Nigel Mills               Director of World Heritage & Access

                 Tom Morton                PKF LLP (Auditor) - part

                 Kristina Thrush           Director of Finance & Operations

                 Martin Walker             Director of Sustainable Development

                 James Arkless             Secretariat

                                     Page 1 of 9
       Minutes of the Board of Hadrian’s Wall Heritage Ltd 29 April 2008

1. Welcome and Apologies for Absence

Apologies were received from Stacy Hall and James Berresford, both of who were
represented by alternate directors.

The Chairman welcomed Louise Davis and Phil Reddy as alternate directors, as well
as Tom Morton of PKF, the Company’s auditor, who would be attending the first
part of the meeting.

She also welcomed Kristina Thrush and the Board congratulated her on her
permanent appointment as Director of Finance and Operations.

2. Declaration of Interests

Humphrey Welfare declared an interest as a Research Fellow at Lancaster
University (in relation to item 14)

3. Minutes of the meeting held on 11 March 2008

The minutes of the meeting held on 11 March 2008 were agreed as a correct
record and signed by the Chairman.

4. Matters arising from the minutes

Information sharing
The meeting between English Heritage and HWHL was scheduled for 16 May.

Endowment fund
This would be considered by the Finance & Resource Committee in June.

Business Continuity
An internal exercise had been carried out and a report written up.      An update
would be given to the next meeting of the Audit Committee.
All staff had been given fire extinguisher training.

Management Plan
A meeting was being arranged by Nigel Mills to discuss management plan issues
with Peter Stone. In view of the timescale involved, the Board agreed that there
should be a standing item on the Management Plan on each Board agenda until the
Plan was complete.

Action: Management plan to be a standing item on Board agenda                       NM/Sec

There was no further progress to report but Adam Bell was pursuing this matter.

Visitor numbers
The Director of Branding & Communications reported that intelligence gathering
was progressing well. The Board noted that the current year looked as if it would
be a good season. It was agreed that updated visitor number statistics should be
brought to each Board meeting in future.

Action: Visitor numbers to be a standing item on Board agenda                       VL/Sec

                                      Page 2 of 9
       Minutes of the Board of Hadrian’s Wall Heritage Ltd 29 April 2008

5. Chairman’s Report

The Chairman reported that she had received a letter from Peter Judge resigning
as Company Secretary. This was because of a conflict of interest with his new
responsibilities for allocation of ERDF and RDPE grants, of which HWHL was a
potential beneficiary. She indicated that she would write to thank him for his
valuable contribution to the Company.

The Board accepted Peter Judge’s resignation with effect from the end of today’s
meeting and the Secretary confirmed that the relevant forms would be lodged with
Companies House.

Action: Update Companies House records                                               Done

6. Report of the Audit Committee

Peter Henriksen reported that the Audit Committee had met this morning to
consider amendments to the Company’s Articles of Association and to review the
Draft Annual Accounts. Both matters appeared later on the agenda.

7. Report of Chief Executive

The Chief Executive presented her report HWH/08/APR/01.           The Chairman
congratulated her on another comprehensive and very interesting report.

Heritage Lottery Fund
The Board noted that excellent relationships were being developed with HLF who
were very supportive of HWHL’s aims and strategy. Proposals to market North and
West Cumbria were under discussion with Cumbria Vision and HWHL had an
important role. The HLF bid by Vindolanda had been greatly improved and there
were ambitious plans both for it and for the Roman Army Museum. The Board
were pleased to hear that positive discussions had taken place with the Birley
family. It was now felt that the Vindolanda bid was appropriate to its World
Heritage Site status.

Management Plan
The Board noted that the consultation process on the plan was still working to
timetable, though there were resource issues in the absence of Paul Austen who
was off sick. Peter Henriksen highlighted the need to prioritise resources in the
wider business planning process, for instance in regard to economic impact
assessments on funding bids, though the Chief Executive assured him that HWHL
did not do all this work in house.

Farming & Rural Group
There was some discussion of the Farming & Rural Group and it was suggested
that there should be CLA representation on this body.

The Board noted the request for support from the Brampton Live festival but were
concerned that any support offered might, in this instance, merely displace other
possible funding. They stressed the need to avoid this happening and only to offer
support to such projects when other funding would not be displaced.

                                       Page 3 of 9
       Minutes of the Board of Hadrian’s Wall Heritage Ltd 29 April 2008

National Trail review
Martin Shaw reported that the person in charge of the review of National Trails was
coming to see the Wall. This was an important visit, which would hopefully
demonstrate to him the unique nature of the Hadrian’s Wall Trail.           It was
suggested that it would be useful for him to meet the Executive team.

Scheduled Monument Consents
Nigel Mills confirmed that a bank of Scheduled Monument Consents was being built
up, as had been proposed previously, with three consents in the bank so far.

Volunteer training
There was some discussion of the need for a more co-ordinated approach to
volunteer training. The Board noted that Susan Achmatowicz had expertise in this
field and could offer assistance if required.

   i)    That the Board note the contents of the report; and
   ii)   That the report may be published.

Tom Morton left the meeting

8. Project Development Programme

The Chief Executive presented the Project Development programme report
HWH/08/APR/02. Board members suggested some refinements to the published
version of the document to clarify the order in which projects were listed; indicate
the overall scale of investment; show the approximate timescale for completion;
and clarify the role of HWHL in these projects. Subject to these amendments, the
Board approved the publishable version. They noted progress on individual
projects, some of which were reported on in detail elsewhere on the agenda.

   i)    Make amendments to published version of programme; and                        MW
   ii)   Circulate to Board Members                                                    LT

   i)    That the Board note the progress on development plans; and
   ii)   This paper and Appendix 2 (as amended) may be published, but
         Appendix 1 should not be published for reasons of commercial

9. Company Membership – North Tyneside Council

The Secretary presented paper HWH/08/APR/03 which invited the Board to
approve North Tyneside Council’s application to become a Member of Hadrian’s
Wall Heritage Ltd. The Board approved the application unanimously.

It was noted that Cumbria County Council and Copeland District Council had not
responded to the Company’s invitation to apply for membership. The Chief
Executive agreed to follow this up with Copeland and Eric Robson agreed to
contact Cumbria County Council.

   i)    Follow up membership with Cumbria County Council; and                         ER
   ii)   Follow up membership with Copeland District Council                           LT

                                       Page 4 of 9
       Minutes of the Board of Hadrian’s Wall Heritage Ltd 29 April 2008

   i)    That the Board approve the appointment of North Tyneside
         Council as a Member of HWHL; and
   ii)   That this report may be published.

10. Company Secretary & Changes to Articles (taken out of order with item 6)

The Secretary presented paper HWH/08/APR/04 which set out proposals for
amendments to the Company’s Articles of Association and also confirmed the
resignation of Peter Judge as Company Secretary.

The proposed changes to the Articles included removal of the fourth class of
Member; simplification of General Meeting procedures in line with the Companies
Act 2006; and minor changes to the composition and remit of the Remuneration
Committee. If approved by the Board, the new Articles would be circulated to the
Members of the Company, who would be asked to approve them by Written

The changes had been considered in some detail by the Audit Committee at
today’s meeting and on previous occasions.         The Audit Committee was
recommending that the Board approve the revised Articles subject to minor
alterations. DBERR had confirmed that no further consent was required from the
Secretary of State.  The Board accepted the recommendations of the Audit

   i)    That the Board note the resignation of Peter Judge as Company
         Secretary and resolve that Peter Judge would cease his role as
         Company Secretary with effect from the end of the meeting;
   ii)   That the Board approve the proposed changes to the Articles of
         Association set out in Appendix 1;
   iii)  That the Board ask the Secretary of the meeting to circulate to
         the Members the appropriate Written Resolution adopting the
         new Articles of Association;
   iv)   Once the Written Resolution has been approved by the Members,
         that the Secretary of the meeting be asked to make all necessary
         entries in the books and registers of the Company and to deliver
         to the Registrar of Companies a copy of the Written Resolution,
         together with a copy of the new Articles and notification of Peter
         Judge’s resignation; and
   v)    That this report may be published.

There was as short break for refreshments from 11.20-11.25am

11. Draft Annual Accounts

The Chairman presented the Draft Annual Accounts which had been presented to
the Audit Committee and approved at their meeting this morning.

The Board noted that the audit report confirmed that all anticipated risks had been
suitably mitigated. They congratulated the Director of Finance & Operations on her
management accounts, to which the Auditor had not made any alterations. The
modest surplus of around £4,800 on the profit & loss account would be taken into

                                       Page 5 of 9
       Minutes of the Board of Hadrian’s Wall Heritage Ltd 29 April 2008

The Auditor confirmed that this was a very clean set of accounts and that he
anticipated making an unqualified report. The Audit Committee were therefore
pleased to recommend the Board to adopt the accounts.

However before the accounts could be finalised, and to enable them to state that
HWHL was a going concern, the Auditors required a 12 month cashflow forecast
(monthly for Q1 and quarterly for Q2-4) which would need to be approved by the
Board. This would be produced on or before 19 May 2008. The Board agreed to
delegate authority to approve the cashflow forecast to Ann Green and Peter

Action: Circulate cashflow forecast by 19 May 2008                                    KT

   i)    That the Board agree to approve and adopt the Draft Annual
         Accounts subject to minor amendments as recommended by the
         Audit Committee on 29 April 2008;
   ii)   That the Board delegate authority for approval of a 12-month
         cashflow forecast for submission to the Auditor to Ann Green
         and Peter Henriksen; and
   iii)  That the accounts should not be published in draft form but may
         be published once in final form and duly signed.

12. Financial Report as at 31 March 2008

Following the approval of the Annual Accounts, financial report HWH/08/APR/06
was approved without further discussion.

   i)    That the Board note the contents of the report; and
   ii)   That this report may not be published for reasons of commercial

13. Draft Business Plan Timetable

The Chief Executive gave a verbal update on progress with the business plan,
which was expected to be ready for circulation by 19 May 2008. This would sit
alongside the budget, which had previously been examined by the Finance &
Resource Committee and was tabled to the Board for information. The business
plan would be circulated so that Board members could feed in their comments in
advance of the next Board meeting when it would be discussed. Louise Davis
suggested that marketing evaluation information should be built into the plan.

Peter Henriksen expressed the Board’s appreciation for the time and effort required
to complete the business plan, and emphasised that the Board should not place
unrealistic expectations on the Executive team.

It was agreed that the Board should receive a report on progress against the plan
every quarter. However, it was agreed that reporting by exception would suffice.

   i)      Circulate final draft of business plan by 19 May 2008                      KT
   ii)     Board to comment on business plan before next meeting                      All
   iii)    Business plan on June Board agenda                                         JA
   iv)     Quarterly reports on progress against business plan to be                  LT
           brought to the Board (Mar, Jun, Sept, Dec)

                                       Page 6 of 9
       Minutes of the Board of Hadrian’s Wall Heritage Ltd 29 April 2008

14. Current Engagement with Universities & Colleges

The Chief Executive presented paper HWH/08/APR/08. The purpose of the paper
was to update members of the Board with information about the current
engagement of HWHL with universities and colleges in Hadrian’s Wall Country.

It was suggested that Manchester and Lancaster Universities might be added to
the list. The Board agreed that, with the research framework nearing completion,
HWHL might be able to facilitate a gathering of interested parties from the various
universities and colleges to consider how they might contribute to the framework
within the context of the Management Plan. It was suggested that a proposal be
worked up for the July Board meeting, with a view to holding an event in the late
autumn. However the Board stressed the need to avoid over-stretching available
staff time and resources.

The Board also discussed the issue of continuing education, the shortage of
specialist skills and the threat posed to many institutions, particularly in
archaeology. Eric Robson agreed to provide more information on this to the Chief
Executive. This was something on which HWHL could usefully lobby colleges and
universities and Humphrey Welfare recommended direct contact with Vice
Chancellors on this issue.

   i)    Provide details of continuing education/ skill shortages to LT                ER
   ii)   Work up proposal on facilitating event for universities, paper to             NM
         include consideration of resource implications

   i)  That the Board note the contents of the report; and
   ii) That the report may be published.

15. The Northern Frontier Story

The Director of World Heritage & Access presented paper HWH/08/APR/09. The
purpose of the paper was to provide a background storyline as a basis for fleshing
out the Interpretation Framework previously presented to the Board and for
developing more detailed narratives around particular themes. It was the work of
a number of experienced contacts. The Board congratulated him on a fascinating
paper. They noted that it was an evolving document and that he would welcome
their input and expertise as appropriate. The Board would welcome an update at a
future meeting.

Actions: Update on Northern Frontier Story to October Board                            NM

   i)  That the Board note the contents of the report; and
   ii) That the report may be published.

16. Camp Farm and Roman Maryport

The Director of Sustainable Development gave a detailed presentation on progress
with the development of the Camp Farm/ Roman Maryport project. He confirmed
that the land acquisition was progressing well and that the vendors had agreed not
to go to the open market until October 2008. Three key reports had been
completed (architectural designs, feasibility study and interpretation plans). Draft
plans were circulated the Board who agreed they were very impressive.

                                       Page 7 of 9
       Minutes of the Board of Hadrian’s Wall Heritage Ltd 29 April 2008

The Board noted that all concerned genuinely believed that the project was viable.
Research confirmed that the attraction would be financially viable, even on the
basis of conservative estimates of visitor numbers. However the Board felt it was
vital at this stage to ensure that the local community was fully behind the
proposals, and they were pleased to hear that there was evidence of solid support
for the project locally.

There was some discussion of the detail of the proposals, and the Chairman
suggested that specific reference to environmental sustainability be added to the
Britton McGraith document. The Chief Executive confirmed that detailed risk
analyses had been carried out.

The Chairman also asked for clarification of the legal position. The Board had
made some earlier decisions but these might need to be re-visited in the light of
latest legal advice on the appropriate vehicle(s) and legal structure to take the
project forward. In principle the Board was currently of the understanding that the
land would be vested in Hadrian’s Wall Heritage Limited but it would be useful to
have clarification on the need for a trading subsidiary company and the question of
charitable status for the attraction.

   i)    Detailed information on risk and sensitivity analysis to be shared           LT/MW
         with the Board;
   ii)   Summary of legal position and advice on appropriate legal                    MW/LT
         structures for the project to be compiled in conjunction with                /JA
         HWHL’s lawyers;

17. Brand Development

The presentation on brand development by the Director of Branding                &
Communications was deferred to the next meeting due to pressure of business.

18. Any other business

Major Study
Phil Reddy offered to circulate a new piece of research into the Major Study by
Kirsty Norman.

VisitBritain framework review and DCMS cultural sector review
Louise Davis highlighted the possible impact on HWHL’s stakeholders of these two
reviews which were ongoing.

19. Date of Next Meeting

The next meeting of the Board would be held on Tuesday 3 June 2008 at
10.30am in the Pipers Room, Wallington (next to the restaurant).

The meeting closed at 1.35pm.

                                       Page 8 of 9
      Minutes of the Board of Hadrian’s Wall Heritage Ltd 29 April 2008

I confirm that these minutes are a true record of the meeting to which
they relate:

Signed: …………………………………………… Dated: ………………………………….

Ann Green (Chairman)

                                  Page 9 of 9

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