KING GEORGE V FURTHER EDUCATION CORPORATION MINUTES OF THE MEETING OF THE FULL BOARD OF GOVERNORS 6.00pm Monday 10 December 2012 PRESENT Arlene Allan (Governor) Chris Baker (Governor) Hannah Corner (Student Governor) Rob Fletcher (Governor) Matthew Green (Student Governor) Paul Lacey (Governor) Nick King (Staff Governor) Morag Matthews (Staff Governor) Julian McInerney (Parent Governor) John Rostron (Governor) Vipin Trivedi (Governor) Sandra Unsworth (Governor) Adele Wills (Principal/Governor) In attendance Michael Barker (Assistant Principal) Will Melia (Assistant Principal) Janet Regan(Assistant Principal) Wendy Moorcroft (Clerk) A Quorum being present, John Rostron (in the Chair) opened the meeting at 6.00pm. 12/96 Apologies Elinor Dodd ( Governor) Ronnie Fearn (Governor) Bill Johnson (Governor) Ian Swift (Vice Principal) 12/97 Minutes of the Meeting of 1 October 2012 The minutes were accepted as a true and accurate record and signed by the Chairman. 12/98 Matters Arising 12/86 Principal’s Report It was noted that contact in Skelmersdale would be maintained through the Teachers of Tomorrow initiative. There were no other matters arising. 12/99 Principals Report Student Activities and Staffing Governors noted the many student activities that had taken place along with forthcoming staffing changes. Sixth Form Colleges and Academy Status This would be discussed under Agenda item 12/100. 1 Curriculum and Quality Governors noted the plans and strategies in place for quality improvement as well as recent outcomes for other Colleges under the new Ofsted framework. . Marketing and Liaison There had been two very successful Open Evenings and Governors noted the recent Marketing and schools liaison activities. Teachers of Tomorrow The work on the joint project with Edge Hill University, St John Rigby and the Skelmersdale schools was ongoing. New Funding Methodology and 16-19 Study Programmes Governors noted the changes to the new funding methodology and the potential impact on the College. A Level Reforms Governors noted that after January 2013, students would no longer be allowed to re-sit A Level modules in January. Other Governors also noted the recent activities with Partners, the ‘KGV’s got Talent’ event and the invitation to the opening of the new Science suite followed by the Christmas concert on 18 December. The Principal further reported that the College expected to be granted around £10-25k from the Bill Kenyon trust relating to health awareness aiming ultimately for a Healthy College award. The Vice Chairman reported that at the recent AoC conference, colleges had been advised that under the new funding methodology referred to earlier, where enrichment was relevant to the student programme, was timetabled and organised or supervised it would be funded even if not certificated. Governors noted the Report 12/100 Sixth Form Colleges and Academy Status The Principal reported that the Sixth Colleges Forum had issued a Report on the arguments for and against conversion of Sixth Forms to Academies in the light of increasing Academy competition. The main advantage would be the ability to reclaim back VAT but at a recent meeting there appeared to be little appetite for this from sixth form colleges amidst fear of loss of identity and the possibility of reverting back to local authority control. The view however was that if the Forum took the decision to convert to academies then all sixth form colleges would convert, if not then all colleges would remain as sixth forms. Governors noted the Report 12/101 Recommendation from Governors’ Working Party on Future Direction of KGV College Following the recommendation made at the last Full Board meeting that a long term proactive strategy was needed in terms of future planning for student numbers to give long term stability and define the character of the College, a working party of Governors had met to discuss how this could be achieved. The discussions had been far reaching and wide ranging. The decline in student numbers over the years had led to changes in the composition of the student body with more students admitted below the entry requirement or taking resits. In addition changes to the funding methodology would see the College need to make further 2 savings in the region of £300,000 over the next 3 years The working party had therefore concluded that in order to achieve long term stability the overall College size would need to reduce from the current total numbers of 1419 to 1200 for September 2013. A reduction in the student body of 1200 would have an impact on the total funding available to the College with the need for a re-aligning of resources to match this reduction and this was estimated to be in the region of £1.2m. In order to address this decrease in both numbers and funding a number of strategies had been identified. These were set out in the Report for Governors’ information, Governors asked what the position would be if a situation arose where the College had more suitably qualified students wishing to attend than it was funded for and whether marketing polices were sufficient. The Chairman advised that whilst the proposals in the report had significant implications, the purpose was to achieve long term stability and these could be revisited over time should there be indications that the College was seeing any significant increase in numbers. The decline in numbers was as a result of factors other than marketing with results, respect and character of the College often having a greater impact than direct marketing. The College would also continue to build on the good relations with Southport College and aim to work together in the future in the best interests of both the colleges and the community. The Board approved the proposals and strategies as set out in the Report. The Board agreed that Senior Management should begin the consultation process with staff in January. It was acknowledged however that the detail in the recommendations in the Report could well change following consultation with staff. The fundamental agreement relating to the reduction in student numbers as a strategy for taking the College forward would not change and SLT would be charged with implementing this in whatever way worked best for the College and its students. The Clerk reminded all Governors that the contents of the Report and the decision taken by Governors were confidential until the consultation process commenced in January. 12/102 Financial Statements Auditors Management Letter/Final Accounts 2011/12 Will Melia presented the Financial Statements and Audit Findings Report from Baker Tilly to the Board which had been discussed in detail by both Audit and F&GP Committee. A summary of key issues had also accompanied the report for Governors’ information. The Board was pleased to note that there were no unresolved disagreements with Management regarding items that could be material to the accounts and subject to carrying out a post balance sheet events review, Baker Tilly would be issuing an unqualified audit report for the year ended 31 July 2012. Moving on to the financial performance and position, the Board noted from the summary report that the College had achieved an operating deficit of £30k compared with a deficit of £793k the previous year. Excluding exceptional restructuring costs however, the College had achieved an underlying surplus of £276k compared with £51k last year. The restructuring costs and capital expenditure contribution towards the BCIF funding had resulted in a negative cash flow of £830k compared with a positive cash flow of £407k the previous year. Governors noted the capital expenditure and rationalisation costs which if excluded would give a positive cash flow of £632k. The support staff pension fund deficit had increased by £495k due to changes in the actuarial valuation of the scheme and this adverse movement was in line with other colleges. Looking at income and expenditure, Governors noted the significant drop in funding body income of £450k over the previous year which had resulted in the need for further rationalisation. The effect of this was reflected in the reduction in staffing costs. The 3 Balance Sheet position continued to be strong and reflected the capital expenditure on the Learning Centre and Refectory with reserves totalling £5,931k. Looking at the Baker Tilly Audit findings report the Board noted that Baker Tilly had identified some deficiencies in internal control and the actions agreed to address these. The Chairman of F&GP Committee reported that the Committee had received a detailed report on the accounts. Audit Committee had received a detailed presentation from Baker Tilly on the Audit Report. Both Committees were recommending that the Accounts be approved for signature by the Chairman of Governors and the Principal. The Board agreed that the accounts be approved for signature by the Chairman and Principal. The Chairman and Principal thanked Mr Melia and all the Finance staff for their hard work during the year. 12/103 Financial Report – 4th Quarter Accounts Will Melia reported that the 4th Quarter Accounts reflected the information in the Financial Statements just approved and had been presented in detail to F&GP Committee at the last meeting. Discounting the Rationalisation costs and the FRS 17 costs, the figures showed an operating surplus of £428k for the year which was £151k better than budget. Governors had received the period 11 accounts in October and there was very little change to report since then with most variances having been discussed at previous meetings. Looking at the recent works undertaken with BCIF funding, the Board noted the anticipated under spend of £42k. The Board also noted the potential impact of both the under recruitment of student numbers and the new funding formula. The Board noted the 4th Quarter Accounts. 12/104 Annual Risk Management Report 2011/12 Will Melia presented the Annual Risk Management Report to the Board. The Audit Committee had received update reports throughout the year and the annual report summarised any specific issues and the key discussion points addressed by the Risk Management group. The Report also summarised the work and findings of the Internal Audit Service and Financial Statements and Regularity Auditors. Following consolidation of the new risk management policy and risk register, Governors noted that there were now clearer links to the College’s strategic and operational objectives and that work was ongoing to link College polices to the risk register. Improvements in the risk management process had resulted in an improvement in the audit opinion from Amber to Green. The Report summarised areas for internal audit coverage in 2012/13 . Future issues continued to centre on funding reductions and under recruitment and further strategies were being considered to address any anticipated budget shortfall in future years. The Board approved the Annual Risk Management Report. 12/105 Annual Internal Audit Report 2011/12 Will Melia presented the Annual Internal Audit Report to Governors which had been presented in detail to the Audit Committee in November. The purpose of the Report was to present the results of the work carried out by the Internal Audit Service during the year and to give an opinion on the adequacy and effectiveness of the College’s risk management, control and governance processes. Using a Red/Amber/Green rating system, the overall assessment was Amber for Control and Green for Governance and for Risk Management. The Amber opinion in respect of Control related to control issues identified with the learner number 4 system and IT Disaster Recovery. RSM Tenon had however been satisfied with the responses from Management to address these issues. The Report included a summary of the conclusions and recommendations made arising from the Audit work carried out during the year. Adequate progress had been made in implementing the agreed recommendations. The Board approved the Annual Internal Audit Report for the Year ended 31 July 2012. 12/106 Results and Value Added The Principal, presented the Value Added Report for 2011/12 to the Board which had been considered in detail by Curriculum Committee at the last meeting. Results were still very good and whilst there were a number of other positive attributes, these were outweighed by the decline in ALPS at both AS and A2. It was clear that there was a need to improve quality and the focus therefore would be to reverse the situation as soon as possible and a number of strategies had been identified to address this. BTEC continued to maintain its high outcomes. Rigorous application of the entry requirement criteria would be key next year and this would be communicated via the marketing and schools liaison work. The Board noted the Report on Value Added. 12/107 Senior Postholder Polices and Procedures Mrs Janet Regan presented the revised polices and procedure for Senior Postholders to the Board. The recent OFSTED inspection had resulted in a recommendation that all staffing polices and procedures should be impact assessed. Mrs Regan reported that all staffing polices and procedures had been updated, impact assessed and approved by the Senior Leadership team. The polices and procedure for Senior Postholders had now been impact assessed and Governor approval for the changes was required. The policies were in line with standard sixth form college policies and no other changes to the policies other than the inclusion of the impact assessment was being proposed. The Board approved the Senior Postholders policies and procedures as presented. 12/108 Audit Committee Annual Report 2011/2012 The Clerk presented the Audit Committee Annual Report for 2011/2012. The Report had been produced on the same lines as in previous years and summarised briefly information on attendance and the items that had been discussed during the year and included the Committee’s Terms of Reference. The Board noted in particular the summaries relating to the work of the Internal Audit Service and Financial Statements and Regularity Auditor and the College’s arrangements for Risk Management and Governance Processes. The Audit Committee conclusion was that the Committee was confident that the Board could rely on the service provided by both the Internal and External Auditors. The Board approved the Audit Committee Annual Report for 2011/2012. 12/109 Internal Audit Performance Indicators 2011/12 The Committee Chairman presented the Internal Audit Performance Indicators for 2011/2012 which had been discussed in detail by the Audit Committee on 26 November. The Board noted that RSM Tenon had provided a reliable and efficient service meeting all the agreed performance indicators and that the Audit Committee and Management had been very satisfied with the work carried out and appreciative of the recommendations made. The performance criteria were still considered to be relevant and appropriate for 2012/13. 5 The Board approved the Internal Audit Performance Indicators for 2011/2012 and agreed that the targets be retained for 2012/13 without change. 12/110 College Redundancy Policy Mrs Janet Regan presented the Report to the Board. The Report summarised the current voluntary redundancy and compulsory redundancy polices which had been approved previously by the Board. A two tier voluntary redundancy policy was now being proposed for Governors’ consideration and approval. Phase one would remain as the policy currently stood but for a fixed time period to be determined at the discretion of management. Once that time period ended, a phase two package would be offered. This would be the same as the current voluntary redundancy policy but with no enhancement payment and notice of redundancy being given in line with contracts of employment. The provision for discretionary payments would remain in line with the current voluntary redundancy policy. No changes to the compulsory redundancy policy were proposed. The Board approved the College Redundancy Policy as presented. 12/111 Terms of Reference – Search Committee The Clerk took Governors through the changes which had been identified in bold and approval for their adoption was sought from the Board. The Board approved the revised Terms of Reference for the Search Committee. 12/112 Reports from Committees Curriculum Committee 15/10/12 The Committee Chairman reported that the Committee had received a comprehensive report on Admissions, and also the Value Added data received by the Board earlier. Audit Committee 26/11/12 The Committee Chairman reported that nearly all items including the Final Accounts, the Annual Risk Management Report, Internal Audit Annual Report, Performance Indicators and Audit Committee Annual Report had already been discussed earlier by the Board as agenda items. The Committee had also received a progress report on the implementation of Audit recommendations. F&GP Committee 3/12/12 The Committee Chairman reported that all items including the Final Accounts and 4th Quarter Accounts had already been discussed earlier by the Board as agenda items. 12/113 Any Other Business Mrs Sandra Unsworth, Vice Chairman gave a comprehensive report on her attendance at one of the days of the AoC conference in November and the emerging sector issues which had been topics for discussion. The Principal reported that the College had been notified that there was further BCIF funding for 2013. The bid submission process closed however on 31 January 2013 which gave a very tight timescale for preparation of a proposal and costings and was also before the next Full Board meeting. A brief paper was circulated to Governors outlining two possible options. The first option was a bid for funding to refurbish the toilet facilities and upgrade the link and reception areas. The second was a more ambitious option of a small new build to replace East Block. It would be unlikely that the College would receive full funding for the second option and would therefore have to consider taking out a loan. Governors noted that the loan in respect of the Millenium building was now fully repaid. Initial supportive discussions with 6 the Banks had taken place. Detailed costs were not available at this stage but discussions would begin with AA Projects once Governors took a decision on the nature of the bid to be submitted. A very early view was that a new build would cost in the region of £3 – 3.5m. Maximum BCIF funding would be £1.5m leaving a balance of around £2m to be funded by bank loan. It was envisaged that the borrowing would be over 18 years with annual repayments estimated at £141k and interest estimated at £55k based on a rate of LIBOR + 2.25% which would be reviewed every 5 years and was therefore subject to fluctuation over the loan term. Governors asked if a new build was warranted given the anticipated reduction in student numbers. The Principal reported that the building would replace existing sub standard accommodation which was important given the competition from elsewhere. Governors asked if the College would be able to revert to option 1 at a later stage should the bid for a new build be turned down. The Principal reported that AA Projects did not know at this stage but this may be clearer as time progressed. Toilet refurbishment work could take place gradually through the planned maintenance programme. Should Governors agree to proceed in favour of option 2, the College would need to submit a planning application before the end of January which would cost £170k. This would be without any guarantee of the bid being successful. Costs with AA Project would also be incurred. After discussion the Board agreed that a new build was the preferred option and authorised the progression of discussions with AA Projects and the submission of a planning application. The Board also agreed Delegated powers for submissions of the final bid for funding to the Chairman, Vice Chairman and Chairman of F&GP and Chairman of Audit. The Chairman thanked the Board for delegating these powers and undertook to call a special meeting of the Board if necessary if any issues arose which had not been discussed this evening or if the costs once established were in excess of those discussed. The Chairman took the opportunity to thank all Governors for their valued contribution throughout the year and to wish them a Merry Christmas and a Happy New Year. There was no other business. 12/114 Review of Meeting The Chairman asked if Governors felt they had received enough information to enable them to reach a decision or been given enough time or opportunity to comment on proposals. The arrangements for and the conduct of the meeting were considered to have been satisfactory. 12/115 Date of Next Meeting 11 February 2013. There being no further business the meeting closed at 7.00pm. SIGNED BY THE CHAIR AS A TRUE AND ACCURATE RECORD …………………………………………….. DATE ……………………… 7