THREE HUNDRED AND FORTY-SECOND MEETING OF
THE TRUSTEES OF THE NATIONAL MARITIME MUSEUM
5 MARCH 2015
IN THE SOUTH-EAST PARLOUR OF THE QUEEN'S HOUSE
MINUTES
Trustees present:
Sir Charles Dunstone
Chairman
Linda Hutchinson
Sir Robert Crawford
Eleanor Boddington
Chris Lintott
Joyce Bridges
Carol Marlow
Eric Reynolds
Gerald Russell
Professor Alison Bashford
Jeremy Penn
Admiral Sir Mark Stanhope
In attendance:
Kevin Fewster
Andy Bodle
Anupam Ganguli
Kate Seeckts
Richard Wilkinson
Christopher Gray
Director
Director, Operations and HR
Director of Finance
Director, Development
Director, Enterprises
Museum Secretary
Chairman and Board matters session – Trustees only
No notes were made of this session.
The Executive then joined Trustees.
The Chairman welcomed Professor Alison Bashford, Jeremy Penn and Admiral
Sir Mark Stanhope to the Board; and Kate Seeckts and Richard Wilkinson to the
Executive.
~Governance Session~
1.
Apologies
Received from Jonathan Ofer, Trustee; Dr Margarette Lincoln, Deputy Director
and Mike Sarna, Director, Collections and Public Engagement.
2.
Declaration of relevant interests related to this meeting
None other than those previously registered.
3.
Draft Minutes of the previous meeting: 341 of 20 November 2014
The Board agreed the minutes to be a true record of the meeting and the
Chairman certified the minutes accordingly.
4.
Director’s Report Q3 2014–15
The Director focussed on the organisational restructuring that was now
essentially complete. Though there had been a number of voluntary
redundancies from the curatorial group, the curators had all accepted Emeritus
positions so the Museum still has continuing access to their expertise.
The Director stated that although there is a full report concerning the
Endeavour project following in the meeting he wanted at this juncture to thank
the Chairman for his important and very helpful donation. This gratitude was
shared by all present at the meeting.
Trustees asked what was being done in Greenwich about dealing with both the
perceived and the real problem of the interruptions to train transport running
through London Bridge to Greenwich. Trustees noted that there had been
unsatisfactory publicity and a poor public reaction to the recent changes.
The Director agreed that this was a matter of great importance and reported
that the executive of the Destination Management Organization are pressing
hard on Southeastern Trains for a much more effective advertising and
information campaign. In the meantime the RMG website has been updated
to give a much clearer explanation of what is actually happening at London
Bridge and providing information on alternative transport possibilities.
The Board then noted the Director's Report with no other matters arising.
5.
Director of Finance Report
5.1 Finance report as at Q3 2014–15
The Director of Finance spoke to the report. The Finance Committee had
reviewed the Management Accounts at its meeting of 5 February and had
approved the Q3 statements to come to the Board.
The statements showed an actual deficit of £329k against a forecast deficit of
£475k. The Director of Finance stated that the main positive variances are on
retail and publications, ROG admissions and staff costs being less than forecast.
There are favourable timing differences on Sponsorship, the touring programme
and the early drawdown of the grant from the Foundation to fund Endeavour
start-up costs.
The adverse variances are as a result of not securing a Principal Partner at the
ROG, a delay in the drawdown of funds from HLF for Traveller’s Tales and
delays in maintenance expenditure.
5.2 2014–15 forecast outturn as at Q3
The Director of Finance described how at its November meeting the Finance
Committee approved a forecast revenue surplus of £344k based on the six
month results.
After nine months, the forecast revenue surplus outturn for 2014–15 is now
£339k.
The key things to note were that:
1)
The Principal Partner target of £50k has been removed,
2)
There have been delays in drawing down of grants for Traveller’s Tales,
the HLF funded Stubbs project,
3)
There is a reduction of the forecast income from Patrons / members as
no new Patrons have been secured, and there had been a VAT error in
the forecast income from Members.
On the positive side, £130k of year to date staff savings have been included as
have £300k of other non-staff expenditure which are not as a result of timing.
The Director of Finance reported that the forecast surplus of £339k will cover
about half of the total expected redundancy costs of £614k arising from the
restructure and the DCMS have been asked to give the Museum access to
historic reserves for the balance of £275k.
The Q2 forecast capital surplus of £8k is now expected to be a loss of £136k as a
result of expenditure on the Endeavour accommodation project and additional
gallery expenditure.
The Chairman of the Finance Committee stated that the Committee had
reviewed this forecast at its meeting of 5 February and that the Committee was
pleased to recommend the forecast to the Board.
The Board then approved the forecast outturn as at Q3.
5.3 Strategic Risks as at 31 December 2014
The Director of Finance introduced the strategic risk register by stating that all
risks have been reviewed by the Senior Management Team and the Executive
and updated as appropriate.
At the previous meeting in November 2014 Trustees suggested that the risks
associated with the Endeavour project, particularly those associated with
fundraising, be amplified. Therefore, two new risks have been added to the
Endeavour project, specifically:
 One relating to the potential unsuccessful application for the HLF grant,
judged to be low as the Museum has been successful in its Stage 1
application. This risk cannot be eliminated entirely at this stage because,
although HLF have allocated the balance for the Stage 2, this is not
guaranteed.
 One relating to the potential for not meeting, or a delay in meeting, the
fundraising target, judged to be a high/medium risk
The Director of Finance reported that at its meeting on 5 February 2015, the
Audit Committee requested a thorough review and update of the Strategic Risk
Register as it was felt that some risks, their impact, current management
strategies and future actions were not accurately delineated or were outdated.
Trustees agreed that there were too many risks on the risk register to provide a
meaningful focus on major risks and the Board should also have a mechanism
to allow it to focus on opportunities.
The Finance Director reported that he will undertake the review of the Strategic
Risk Register in the coming months with the Executive Board and with
departmental teams across the Museum and the Trustees will then be able to
discuss the new approach at a subsequent meeting.
Trustees then specifically reviewed the high net risk of staff morale making the
point that the actual risk to the organisation was a decline in the quality of the
organisation due to low staff morale. Trustees considered that the mitigations
listed in the register looked formal and mechanistic.
The Director reported that a new staff survey will be conducted in June. The
survey findings will enable management to ascertain a clear idea of the issues
that concern staff and will enable a plan to be drawn up and actioned, dealing
especially with feedback in the areas of recognition, communications and
leadership.
In summarising this discussion the Chairman stated that Trustees were
properly concerned about this issue but that the Executive were well aware of it
and Trustees would await the results of the staff survey.
The Board then noted and approved the Strategic Risk Register as at 31
December 2014 which had been previously reviewed by the Audit Committee at
its meeting of 5 February.
6.
Draft Governance Statement for 2014–15 Annual Report
Trustees agreed the draft Governance Statement for 2014–15 with no matters
arising.
7.
2015-16 Planning
7.1 Draft 2015–16 Budget
The Director of Finance spoke to the budget stating that it was for the Museum
and did not include Cutty Sark.
The Finance Committee of 5 February had approved the budget to come
forward to the Board albeit with some changes relating to the extent of a
possible in-year cut in GiA and a separate Plan (enclosed in the papers as
Appendix 8) to find further savings in order to mitigate against the “medium”
risk scenario presented in section 3 of the Budget paper.
The Chair of the Finance Committee reported that the Committee had looked at
the budget very closely and considered that it was finely balanced with some
risk to the admissions income and Membership. The Chairman of the Audit
Committee stated that he was concerned that the increases in the ROG income
were as yet untested and while it was understood that the bulk of visitation
occurs in the first six months of the year that in turn leaves little scope for
corrective measures to be applied in the second six months.
The Executive were however confident about the admissions figures and ticket
pricing for Pepys.
The Chair of the Finance Committee stated that a point of principle is the
provision for pay uplift to staff. Trustees requested a further report from the
Executive before coming to a decision. [Post meeting note - this report was
furnished and Trustees agreed to proceed as per the allowances made in the
budget.]
Trustees agreed that the 2015–16 budget should be used as an opportunity to
create headroom for the certainty of next year's budget cuts
The Director of Finance then took Trustees through the Capital budget which
was in three parts: Recurring Operations, Galleries and the Endeavour project.
The Capital GIA of £1.7m has been split between Recurring Operation and
Galleries and Endeavour (Trustees noted that we are allocating £700k of our
Capital GIA each year for four years to Endeavour).
The Galleries budget is showing a deficit of £178k, the bulk of which, £84k, is
the Museum’s contribution to the Observatory Life project if we are successful
in obtaining a Wolfson grant (The project costs are £226k and the grant
application is for £142k). There is also £75k for projectors for the special
exhibitions galleries.
Finally, the Director of Finance stated that the deficit shown on the Endeavour
Project of £614k will be the extent of the access to historic reserves which the
Museum will request from DCMS.
Trustees noted and approved the capital and Endeavour project budgets and
the projects overall funding scenarios at Appendix 3.
The Director stated that the Executive were looking forward for the advice from
the soon to be convened Enterprises Committee.
With that the Board of Trustees approved the Budget for 2015–16.
7.2 Draft Divisional Plans
Trustees noted and agreed the Divisional Business Plans for 2015–16.
8.
Collection items for potential disposal
For the benefit of new Trustees the Director rehearsed the background to the
Museum's facility to de-accession collection items by the terms of its 1934 Act
and stated that the criteria for disposal are: Irrelevance to collection policy;
duplication; replica or prop items; poor condition; no research or display
potential; and those items representing a health and safety risk.
In the specific cases before them today Trustees noted that the grounds for deaccessioning were nearly all those of items being props or replicas which should
not have been accessioned. In one case the grounds were that the item was a
duplicate.
Trustees reviewed then approved the proposals for de-accessioning from the
collection.
Trustees also noted that the transfer of responsibility for maritime archaeology
was transferred to the Mary Rose Trust under the United Kingdom Maritime
Collections Strategy and asked for consideration to be given by the Executive to
whether or not the Museum carries residual responsibility over and above the
work the Mary Rose Trust is doing.
~Strategy Session~
9.
Visitor survey data 2014–15 presentation (slide set previously circulated)
The Director introduced Anna Abbott, Head of Web and Marketing to the
meeting who presented a sequence of slides exploring the three strands of:
i
Audience segmentation:
o How does our market divide in terms of motivations, needs and
interests – potential future market, as well as current market
o How can we better grow and engage with distinct audience segments
ii
On-site visitor research:
o Who are our visitors and what do they think of RMG?
iii
ALVA Benchmarking:
o How do we compare to our competitors?
o Where might we prioritise limited resource?
And for all three: how can we generate more visitors to RMG; deliver a great
visitor experience; drive recommendation and repeat visits; and use marketing
& communicate effectively with our target audiences.
In conclusion the presentation offered key insights and areas for focus at each
Royal Museums Greenwich site.
Trustees were very grateful for the breadth of and thinking in the presentation
and noted its content.
10.
Endeavour project progress report
The Director reported that good progress was being made across the Endeavour
project strands. The DCMS Freedoms Pilot loan application for £6.1m for the
Kidbrooke element was submitted on 08/10/14. Approval was received on
16/12/14 for the full request over a 25yr period.
In parallel, our HLF bid for the Endeavour galleries was submitted 16/10/14 for
a January decision. The total project cost was £11.9, with a total grant request of
£4.93 m. Following feedback from HLF received after submission, on the extent
of our Activity plan, these figures were adjusted to £11.975m and £4.98m
respectively. In January, HLF awarded a Stage 1 pass with an associated
development grant of £304,000. The Stage 1 Development phase activities are
to develop the gallery infrastructure and designs up to RIBA C; to develop the
activity plan (Learning and Community involvement), and to develop our stage
2 bid documentation.
Professional Team appointments for both the gallery base build and the gallery
designers are imminent and will be reported at the next meeting.
The tenders for the main contractor for the office accommodation element have
come in below budget though it was noted that findings from the asbestos
survey and the structural survey of the East Wing floor joist integrity may
increase project cost and have an impact on programme.
Trustees noted that the estimates for the ROG works are much higher than
anticipated at approximately £6 million for improvements to both the North
and South site. The Board was concerned that the much needed improvements
to the public offer and circulation at the ROG were at risk of slippage. The
Director responded by reporting that the new audio guide programme will be
going live at Easter and the new multi-media guide s would be available as soon
as possible thereafter. Trustees considered that much more interpretation of the
Greenwich Meridian Line was needed and the Director agreed stating that the
forthcoming appointment of a site manager for the ROG would drive this aspect
of the offer forward.
The Director, Development stated that the next important step forward for the
project was the construction of a Development Board for the Endeavour project
as a whole.
11.
Cutty Sark
The Trustees noted that the Board had been considering the potential
acquisition of the Cutty Sark since it was first offered as a gift to the national
collection by the Cutty Sark Trust in 2010. The Trustees were unable to accept
the proposal at that time since there was not yet evidence of the operational and
long-term sustainability of the ship.
At its meeting of 6 March 2014, having noted the good operational performance
of the Cutty Sark for its first 22 months, the Board of Trustees looked again at
the proposal of the Cutty Sark Trust to gift the ship and its attendant assets to
the NMM.
At their May 2014 Board meeting Trustees reviewed the due diligence work that
the Executive had commissioned and saw no reason to withdraw from the
proposed acquisition. This view was reiterated at the September 2014 meeting
and at the November 2014 Board meeting Trustees agreed to progress the legal
and financial work required to bring Cutty Sark in to the national collection and
to come to an in-principle decision, which would be subject to Ministerial
approvals, on the acquisition at this meeting of 5 March 2015.
The Director spoke to the Cutty Sark paper and rehearsed with Trustees:





the background to the potential acquisition;
the further work on due diligence that had been carried out since the
November 2014 meeting;
the Cutty Sark visitor numbers as at end January 2014 while those for the
end of February were tabled at the meeting;
the outstanding issues from the capital conservation project;
the next steps and intended programme to acquisition.
Trustees then noted and discussed the following matters:
1. The overall aim of the National Maritime Museum as recorded in its
Management Agreement is to illustrate for everyone the importance of the sea,
ships, time and stars and their relationship with people. The Board manages the
Museum and has powers to acquire any object which in the opinion of the Board
it is desirable to acquire for the Museum and to do such other things as appear
to the Board necessary or expedient for furthering the interests and increasing
the utility of the Museum.
2. The Cutty Sark, as the only surviving tea clipper, is widely recognised as being
of pre-eminent importance to the nation’s maritime heritage. It is owned by The
Cutty Sark Trust, a registered charity, with objects to, for the public benefit,
restore and preserve and assist in the restoration and preservation of the clipper
ship Cutty Sark and to repair reconstruct and maintain the same and to assist in
the repair reconstruction and maintenance of the same in perpetuity as a
national monument and a memorial to the Merchant Navy, including in
particular by working with the National Maritime Museum. The Cutty Sark
Trust has recently obtained Charity Commission consent to amend its objects to
include a second object, to support the charitable purposes of the National
Maritime Museum.
3. Under an agreement entered into between the Board and The Cutty Sark Trust,
and their respective trading subsidiaries, on 25 January 2014 (the “Services
Agreement”) the Board formalised its provision of, and agreed to continue the
provision of, operational and management services to The Cutty Sark Trust in
relation to the day to day operations of the Cutty Sark.
4. Operation of the Cutty Sark has enabled an informed assessment to be made of
the sustainability of its operations. It is considered that further financial
efficiency could also be achieved by direct operation by the National Maritime
Museum, rather than operation under the Services Agreement.
5. Both organisations have a mutual desire to secure the future of the Cutty Sark.
The Board has accordingly been in discussions with The Cutty Sark Trust
regarding acquiring the Cutty Sark so that it may be added to its permanent
national collection, as well as The Cutty Sark Trust’s related assets and
assumption of its liabilities. The Services Agreement would simultaneously be
terminated.
6. Cutty Sark Enterprises Ltd is a trading subsidiary of The Cutty Sark Trust and is
wholly owned by it. Cutty Sark Enterprises Ltd owns some of the assets
necessary for the operations of the Cutty Sark and so, for the purposes of any
such transfer, it would be necessary for the Board to also acquire the share in
Cutty Sark Enterprises Ltd. Following a transfer, it may therefore be necessary
for certain or all of the assets of Cutty Sark Enterprises Ltd to be consolidated
with the Board or with National Maritime Museums Enterprises Ltd, as the case
may be.
Conclusion and resolution
After discussion, the Board:
a) having received reasonable evidence to demonstrate that the Cutty Sark is a
sustainable stand-alone operation which includes the generation of an annual
surplus sufficient to allow for large long-term maintenance items;
b) having considered the considerable knowledge and experience which the Board
has gained having operated the Cutty Sark since April 2012 (including since the
arrangements were formalised under the Services Agreement);
c) having considered the due diligence that has been carried out in relation to the
ownership of the Cutty Sark and its related assets and liabilities, including its
material grants and contracts;
d) having considered the legal and accounting advice which has previously been
received; and
e) having noted that the following matters are outstanding and remain to be
resolved, but are unlikely to present material risks to the Board or to the
proposed transfer:
i.
finalising and agreeing the form of transfer agreement to be entered into
by the Board and The Cutty Sark Trust in order to effect the transfer;
ii.
agreeing and transferring all of the property interests in The Cutty Sark
Trust to the Board, including negotiating the leases;
iii.
negotiating with grantors and contractors, where necessary, and
novating the material grants and contracts of The Cutty Sark Trust to the
Board;
iv.
transferring intellectual property rights and other assets owned by The
Cutty Sark Trust to the Board,
CONCLUDED that the acquisition of the Cutty Sark and other assets from The
Cutty Sark Trust, and the assumption of remaining liabilities, by the Board is
both desirable and expedient for furthering the interests and increasing the
utility of the Museum.
IT WAS THEREFORE RESOLVED that:
1. Subject to necessary ministerial consents, the Board shall acquire the Cutty
Sark and the assets of The Cutty Sark Trust, and assume its remaining liabilities
as soon as possible.
2. The Board shall delegate to The Cutty Sark Committee (already established) the
authority to take all necessary steps to complete the necessary documentation,
including a transfer agreement, in order to proceed with such acquisition on
behalf of the Board.
12.
Queen's House preparations for 2016
The Director Operations and Human Resources took Trustees through the
paper which focussed on the presentation, interpretation and essential works
leading up to the Museum's celebration of the 400th Anniversary of the Queen's
House in 2016.
Trustees considered that this was a good opportunity to address some of the
problems and difficulties of the House but also to provide longer-term and post
Endeavour project solutions.
Trustees noted that a formal public announcement will be made regarding the
necessary closure. The Director also stated that there remained a multi-faceted
balance of pressures on the Queen's House to remain commercially active for
events as well as physically and intellectually accessible to visitors.
Trustees then approved the works and the closure period put forward.
13.
Matters arising from information in Volume B of the papers
There were no matters arising from the information in Volume B of the Board
papers.
14.
Valedictory for Dr Margarette Lincoln, Deputy Director
Trustees noted and agreed that:
Dr Margarette Lincoln had championed the intellectual aspects of the Museum
for some twenty years. Dr Lincoln is a highly respected scholar who, despite her
heavy management responsibilities as a director and later Deputy Director, has
produced a steady stream of academic books and essays, books for the general
reader, articles in popular magazines and journals, online articles, children’s
books, conference proceedings and exhibition catalogues. Her scholarship has
been enormously influential, both inside and outside the Museum.
Representing the Royal Navy, published in 2002, is a modern classic, one that
helped define the new cultural approaches to maritime history emerging from
the 1990s; these in turn have completely transformed the Museum.
Margarette established a regular programme of conferences, research seminars
and fellowships which enabled the Museum to explore and lead new research
and build lasting relationships with key institutions and influential figures
locally, nationally and abroad. A firm believer in the centrality of research to
almost everything a museum does, Margarette brought together a curatorial
group able to conduct research at the highest levels and meet the many and
varied demands of curatorship in the 21st century. She has led the group by
example, giving it a clear vision and purpose, and directing and supporting it
with boundless energy, patience, kindness and humour. It was the range and
quality of the curatorial research fostered by Margarette that made possible the
award of Independent Research Organization status by the Arts and Humanities
Research Council in 2006. This has been one of many highlights of a career
devoted to enhancing the Museum’s reputation and building it on strong
scholarly foundations.
15.
Next Board Meeting
Wednesday 10 June 2015.
Minutes approved by Sir Charles Dunstone, Chairman
Date