SEARCH and GOVERNANCE COMMITTEE Minutes of a Meeting 9.30am Thursday 17th September 2015 Thomas Mawson Room Present: Mr Edward Keene (Chair) (EK) Mrs Rosamund Blomfield-Smith (RBS) Mr Mark Davison (MJD) Mr Russell Marchant (RM) Mr Ken Nottage (KN) Mr Graham Papenfus (GP) Mr Graham van der Lely (GvdL) Mr C Whitehouse (CW) Minutes: Mr Rob Lee ACTION Apologies All Members were present The Chair welcomed Mr G Papenfus to his first meeting Declaration of Interest – Paper SG02/09/15 The Clerk advised that members’ interests would be taken as those disclosed in the Register of Members Interests There were no declarations of members interests for agenda items Minutes of the Last Meeting – Paper S0G3/09/15 Minutes of the meeting held on the 16 th June 2015 were agreed to be a true and accurate record and signed by the Chair Matters Arising 4.1 (4.1, 4.2, 8.0) Update on setting up annual event for stakeholders in specific curriculum area RM confirmed that an annual event will be held and be focused on the equine area Timing and content still to be decided 4.2 (4.4, 6.0) The Vice Chancellor has nominated Ms Jo Midgley, Pro Vice-Chancellor Student Experience, as his Minutes of the Search and Governance Committee Page of ACTION DATE ACTION temporary nominee to Hartpury Board in the absence of Mrs R Cowie Discuss and recommend governor recruitment requirements Paper SG05/09/15 The Chair advised that at the beginning of the year the agreed number of governors was 16 At that time, after the appointment of Ms I Barker and Mr G Papenfus, we had 17 governors With the retirement of Mrs J Holderness-Roddam in July 2015 this would have brought the level back to 16 However with the appointment of Dr J Selby in March 2015 and the appointment of Mrs B Buck in July 2015 this brought the level to 18 governors and the Board increased the number to this level made up of 13 governors, student governors, staff governor, UWE nominated governor and the Principal The resignation of Mr R Barnett and Mr D Clegg has now brought this level down to 16 the agreed level at the beginning of the year The Clerk circulated an update, which had previously been circulated electronically, of an analysis of the Skills and Knowledge Survey which now included the new governors Ms Barker, Mr Papenfus and Dr Selby Their combined skills and knowledge have considerably strengthened the overall profile of the Board However “Sport and the industries it serves” has dropped into the red with less than 50% of governors noting this is not an area in which they have high or good knowledge RBS felt that boards operate more effectively when they are smaller but with the resignation of Mr Barnett and Mr Clegg, who both had considerable business experience, and questioned whether we needed to strengthen in this area KN agreed that larger boards make it difficult to contribute and felt that governors should be there to make a difference and this is far easier with a smaller board The results of the skills analysis still showed a good range of skills in the area of finance and business MJD felt that it was more important to have a high level of attendance rather than making poor attendance up with more governors The areas where we had no governors who had indicated a high level of experience or where the overall score of high or good experience fell below 50% were discussed EK felt that in areas such as the law, which fell short, we would be able to seek external professional advice CW felt that we were missing some of the experience of industry, particularly sport, as governors with strengths in this area had retired EK agreed and advised that he looked at the areas where we had a high percentage of minimal experience and this was particularly relevant in Animal and Veterinary Science where 50% of governors had indicated that they had minimal experience in this area RM advised that he was less concerned about the curriculum areas as we have professionals in the College Executive to keep abreast of the industries we serve and he gave as an example the results of the last QAA review EK suggested that if we kept the current number of governors it will give us the opportunity in the future, if someone became available with skills that would strengthen the board, to approach them GvdL agreed that when he was Chair with a higher number of governors it was far more difficult to manage and ensure that everyone contributed and pointed out that we have refreshed the Board this year with three new governors Minutes of the Search and Governance Committee Page of ACTION DATE ACTION It is recommended therefore that we should not formally be looking for new governors ACTION DATE Clerk 08/10/15 Clerk 08/10/15 Discuss and recommend Chair, Vice Chair and Membership of the Audit Committee Paper SG06/09/15 The Clerk advised that the Audit Committee currently has an establishment of three Governors and one Co-opted Member and with the resignation of Mr R Barnett and Mr D Clegg there are vacancies for Chair and Vice-Chair The establishment level of this Committee was four Governors and one Co-opted Member until October 2014 and with a quorum of two governors the Clerk proposed that we should revert to this level This was agreed and the Chair confirmed that we were therefore looking for Chair, Vice Chair and another Member all should have the appropriate knowledge and skills to fill these positions The current workload of governors was discussed and the skills required and who would be the most appropriate governors to fill these positions In response to EK the Clerk confirmed that Mr D Seymour had been on the Committee for three years KN believed that continuity was important In response to GP the Clerk confirmed that the Co-opted Member was an accountant and RM advised that the internal and external auditors were present at meetings RBS felt that it was important to have a probing mind and GvdL agreed that the people on this committee needed to be clear thinking and have common sense It is recommended that Mr D Seymour should be offered the position of Chair of Audit Committee with Mr G van der Lely and Mr G Papenfus becoming members The appointment of a further member and the position of Vice-Chair will be held over to the next meeting Discuss Eversheds Report on Matters Relating to University College Title Paper SG07/09/15 EK advised that as a follow-up to the Principals presentation at the March Strategic Planning Day he, together with the Vice-Chair, Principal and Clerk met a representative from Eversheds to discuss options for possible future structures of the College The outcome of this meeting was that they would produce a report that would be discussed by the Board and it has therefore been arranged that Eversheds will make a presentation at a meeting after the Board Meeting on the 8th October 2015 EK advised that we would like to market HE as a university and the report outlines the possible options RM advised that the information on the QAA web site is not correct and on the advice of Eversheds we have written to BIS to apply for university status under the previous regulations and conditional on achieving TDAP We have not as yet received a response from BIS, however, they have just issued new guidance which had not been expected until next year and this will probably alter the content of Eversheds Report In response to GvdL RM advised that the new guidance has only just been issued and we still need to look at the detail Also in response to GvdL RM confirmed that Minutes of the Search and Governance Committee Page of ACTION ACTION DATE we will need to move from a Further Education Corporation to a Higher Education Corporation to be granted university college status RBS advised that obviously the report will need to be changed but felt that there should also be a covering paper from the Principal setting out his advice and the reasons why EK advised that it is important to ensure that the options fit with what we want and MJD agreed in that we need to narrow the options with GvdL suggesting that we not want options that are not relevant KN warned about the possible change to the profile and image of the College which as a college was very high and at the top but to step in to the university area with league tables could affect image and student numbers GP agreed that there were huge marketing risks RM advised that he was very aware of this We would still want to be a very successful FE college but we need to increase the image of degrees at a college and externally a university tag would be very beneficial particularly internationally GvdL agreed and stressed that league tables are important but our performance is currently monitored by UWE and we had an excellent QAA Report EK agreed that there was a need to understand the risks and complexities at our meeting in October It was agreed that Eversheds will be asked to amend their Report taking in to consideration the above discussion and recent BIS announcements and the Principal will provide to the Board a paper outlining his preferred course and the reasons for this RM 08/10/15 Clerk 08/10/15 Discussions took place on the Eversheds Board Skills Matrix Analysis but it was thought it did not offer any overall advantages on our current questionnaire In response to RM the Clerk confirmed that our TDAP consultant had seen our current documentation and confirmed that it was appropriate for skills analysis of an HE institution It was agreed that we will continue with our current questionnaire and amend from Eversheds document where appropriate Update on the implementation of the Code of Good Governance for English Colleges The Clerk advised that he had put this on hold pending the outcome of the discussion on University title at the next Board Meeting as we may need an HE Code of Governance Any Other Business 9.1 Governor attendance at events GvdL advised that we have no formal policy for inviting retired governors to college events GP advised that it is absolutely key to have former governors involved EK believed that we should produce a calendar of appropriate events that governors and former governors should be invited and this should be done through the Clerk RM Minutes of the Search and Governance Committee Page of ACTION ACTION DATE confirmed that all current governors plus current co-opted members will be invited to all events but we did not currently have list of retired governors GP outlined a process that he currently uses for inviting past governors and alumni to events at his institution It was agreed that a process will be developed for inviting governors and co-opted members both past and present to College events RM/ Clerk 10 Dates of future meetings at 9.30am Changes in red Thursday 3rd March 2016 Wednesday 22nd June 2016 (change from 23rd June 2016 as it clashes with FE Prize Day) Thursday 15th September 2016 Thursday 9th March 2017 Wednesday 21st June 2017 Thursday 9th November 2017 Mr Edward Keene Chair Search and Governance Committee Minutes of the Search and Governance Committee 3rd March 2016 Page of Urgent