THREE HUNDRED AND FORTY-FIRST MEETING OF
THE TRUSTEES OF THE NATIONAL MARITIME MUSEUM
20 NOVEMBER 2014
IN THE BOARDROOM
MINUTES
Trustees present:
Sir Charles Dunstone
Linda Hutchinson
Sir Robert Crawford
Eleanor Boddington
Chris Lintott
Joyce Bridges
Carol Marlow
Eric Reynolds
Gerald Russell
Chairman
In attendance:
Kevin Fewster
Margarette Lincoln
Andy Bodle
Anupam Ganguli
Mike Sarna
Christopher Gray
Director
Deputy Director
Director, Operations and HR
Director of Finance
Programming and Exhibitions Director
Museum Secretary
Observing:
Dr Tracy Long of Boardroom Review
In camera session with Trustees and the Director
No notes were made of this session.
~The Executive then joined the meeting for the Governance session ~
i.
Chairman and Board matters
Progress on current appointments:
The Chairman reported that interviews for the academic role, the Royal Naval
role and the maritime industries role had been completed and the selection
panel's shortlist was now with Ministers prior to their recommendations being
sent to No 10.
Evaluation of Board effectiveness:
The Chairman stated that Dr Tracy Long of Boardroom Review was present
today to observe the meeting and that she would be reporting on the Board's
effectiveness thereafter.
The Chairman told the Board that Dr Margarette Lincoln, Deputy Director,
would be stepping down in March after more than 20 years at the Museum and
that proper tribute would be paid to her work for the National Maritime
Museum at the Board's 6 March meeting.
1.
Apologies
Received from Jonathan Ofer.
2.
Declaration of relevant interests related to this meeting
Sir Robert Crawford declared for the record that he was no longer a trustee of
the Greenwich Foundation for the Old Royal Naval College.
3.
Draft Minutes of the previous meeting: 340 of 20 September 2014
The Board agreed the minutes to be a true record of the meeting and the
Chairman certified the minutes accordingly.
Regarding minute 9. i. Finance Report Q1 2014–15 and year end forecast as at
Q1, it was clarified by the Director of Finance that the cost of redundancies
would be met from a mixture of revenue funds – both from the surplus
generated from the year and the balance from historic reserves.
All Trustees were grateful for the work that had been undertaken by the
executive and across the Museum to deal with the significant reduction in
Grant-in-Aid in 2015-16 onwards.
4.
Director’s Report Q2 2014-15
The Board noted the Director's Report.
Trustees asked whether advance ticket sales for the Punchdrunk show Against
Captain's Orders were in line with expectations. The Director responded by
saying that the Executive were very aware that, unlike exhibition admissions,
tickets for theatre shows were often bought well in advance. Consequently the
Museum team was working closely with Punchdrunk, and with the Evening
Standard and Corner Shop.
Trustees noted and were very pleased with the Boeing sponsorship for the
Observatory.
Trustees wished their gratitude to be passed on to Maria Christou and Ioan
Waight for the great work they did to resuscitate and save the life of a visitor
who suffered a heart attack when visiting the ROG.
5.
Director of Finance Report
5.1 Finance report as at Q2 2014–15
The Director of Finance spoke to the report. The Finance Committee had
reviewed the Management Accounts at its meeting of 6 November and had
approved the statements to come to the Board.
Retail performance was doing well and the special exhibition Ships Clocks and
Stars was well above its budget on both admissions and associated retail.
The Director of Finance stated that the main reason for the underspend in staff
costs is recruitment lag and that the main reason for the current capital surplus
is timing differences between budgeted and actual spends.
The Chairman of the Finance Committee reported that the Committee was
happy with the overall picture and, with that, Trustees noted the report.
5.2 2014-15 forecast outturn as at Q3
The Director of Finance described how the £614k of costs (see also 3. above) of
the restructure would be met by the year's operational surplus and by revenue
reserves for the balance.
The Chairman of the Finance Committee stated that the Committee had
reviewed the forecast at its meeting of 6 November and that the Committee was
pleased to recommend the forecast to the Board.
The Board then approved the forecast outturn.
5.3 Strategic Risks as at 30 September 2014
The Director of Finance introduced the strategic risk register by reporting to
Trustees that a new risk of a pandemic outbreak had been added to the register
and that the risk of not receiving access to historic reserves had now been
removed from the register as a result of the Museum Freedoms pilot.
Trustees noted that the risk of poor staff morale had been increased to high
under the present circumstances but also noted the mitigations.
Trustees requested that the operating costs risks be re-expressed.
Action: Director of Finance
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 6 November.
6.
Collections Disposals
The Deputy Director introduced the recommended disposals and stated that, for
example, the Steam Capstan would not now be collected. Dr Chris Lintott then
reported that, as required by the Museum's disposal policy, the external
members of the Collections and Research Committee had been consulted and all
had agreed with the proposed disposals.
Trustees then approved the proposals for disposal from the collection.
Trustees requested that at a future meeting the Museum's remit under the UK
Maritime Collections Strategy (UKMCS), especially that aspect dealing with
archaeological items across the UK, be brought back to the Board. This would
enable the Board to consider how the UKMCS bears upon the Museum's
responsibilities of maritime collecting and interpretation, and its ability to fulfil
the Master Narrative.
Action: Director
~Strategy Session~
7.
Endeavour project
7.1 Progress report as at November 2014
The Director spoke to the report. The success of the loan bid to DCMS was very
good news as it unlocks not only the Kidbrooke aspect of the project but the
accommodation element as well.
A great deal of rapid work had been done on the HLF bid for the galleries, this
had now been submitted and the decision is due in January.
Trustees spoke about the timing of the Endeavour project works, the Museum's
other projects such as exhibitions and agreed that taken as a whole there was a
lot of work ahead.
The Director drew attention to the fundraising table looking at the various
funding streams for the Endeavour project which were already secured but that
there was some £7m to raise. However, there was excellent recent tradition in
the award of naming rights to philanthropists. While those around the table
were unable to assist with significant philanthropic contacts, the Chairman
would be helping a Development team of 7 and a new Development Director
was due to start early in the next year.
The Chairman spoke for Trustees by saying that the Museum is right to do this
important and exciting project, Trustees will put their weight behind it and find
a way of getting it done with energy and commitment - but time frames were
tight.
Trustees agreed, as the report recommended, to constitute a Development
Committee as soon as possible.
Action: Director and incoming Director of Development
The Director took Trustees through the gallery contingency plans which would
scale back the galleries if the Museum was unsuccessful with its HLF bid.
Trustees considered that since the galleries were not on the critical Kidbrooke/
accommodation path the Museum should continue with its current plans and
agreed to continue on the iterative scope v. funding journey for the West Wing
galleries.
7.2 Approval to proceed with the next stages of three of the four
elements
The Director of Finance spoke to this section of the report. He stated that some
start-up funds had been spent on each of the project elements and that
currently the Museum was engaged in appointing the team for design and
planning consent at Kidbrooke under the Scape framework. This design work
would take 9-12 months before being able to start on site.
Trustees agreed to proceed with the Kidbrooke and Accommodation elements
of the Endeavour project as outlined in the report. The Board also agreed to
continue with the galleries project process but to revisit the scale and scope if
the HLF bid was unsuccessful.
The Director confirmed to Trustees that there was a project team in place, in
addition to core staff, for each of the Endeavour project elements.
8.
New ticketing strategy including membership
The Director introduced Jacquie Rowlands, an independent consultant, and
Simon Daniels, Head of Development, then gave the background to the work
that had been undertaken to grow revenue from the ROG and Membership via
an across the board clarification and simplification of ticketing and an enhanced
public offer.
Trustees considered the report a very clear piece of work that made excellent
sense. Its very clear propositions would reward the visitor's interest across the
entire RMG site and the new arrangements could be linked to other offers for a
good day out. It was also easy to understand for the visitor.
Trustees were, however, very committed to value for the visitor's money and felt
that there were quality issues to be addressed at the ROG although the Board
recognised the new multi-media guide will help to do this. The Director of
Finance confirmed that the cost of the multi-media guide package was included
in next year's budget.
The Board asked whether consideration had been given to the whole site
charging option. It was confirmed that this had indeed been tested in surveys
and these had shown it to be a poor option as it resulted in a decline in take-up.
Regarding the Membership offer Trustees heard that the direct costs of
servicing a Member is low as a journal, which would be a significant cost, is not
produced. The Head of Development stated that the Life Membership option is
not presently offered as it is an essentially a philanthropic proposition.
However, Trustees thought that this is still worth considering as a long-term
commitment would be very attractive to some wealthy individuals.
In conclusion Trustees were entirely content to approve all the report's
recommendations and the Board agreed to ticketing Option 2 and to leave the
Cutty Sark prices as they are.
Actions: Executive
9.
Cutty Sark – update and programme to acquisition
The Director reported that DCMS officers had been entirely supportive of the
acquisition plans at the meeting held in September.
Trustees agreed that a meeting is to be sought with the Chairman of the Cutty
Sark Trust to discuss the way forward as soon as possible (though the Board
understood that this was not likely to be until the middle of January).
Trustees recognised that the vital task ahead is to ensure adequate visitation to
provide an operating surplus sufficient for the planned requirements of major
long-term maintenance. Trustees considered that while visitor numbers and
revenues will always be of concern there is now good data on the context of
visitation and every reason to expect visitor numbers to be at the very least
maintained above the level required to provide stand-alone sustainability for
the ship.
Commercial Insurance
The Board considered that a scenario of total loss through fire would not require
insurance as the heritage asset would not be repaired or replaced. Equally a
minor loss which could be quickly reinstated would not require insurance as
this could be met from the Museum's operational budgets. However the risk of a
medium size loss of a value of between £1–£5 million would result in HM
Treasury expecting the NMM to meet all the costs from its existing reserves – all
of which are currently delegated for other project expenditure or required for
working capital.
The Board concluded that this risk can therefore only be managed through a
transfer of the risk to a commercial insurer. Insurance would provide the capital
required to repair the ship and the business continuity cover which would cover
revenue costs while the ship was closed to the public and without its income.
Trustees then agreed, as a vital part of the acquisition, to request the consent
of DCMS to maintaining the current commercial insurances for the ship and its
operation.
In conclusion the Board then agreed to:
1.
progress the acquisition of Cutty Sark in to the national collection;
2.
delegate decisions on many of the detailed factors to the existing Cutty
Sark Committee of Gerald Russell and Eleanor Boddington with the
addition of Sir Charles and Eric Reynolds over the period ahead which
was without any scheduled Board meetings;
3.
nominate up to 3 NMM Trustees to the CST Board to be drawn from the
Committee - but only should this measure be required to facilitate the
wind-down of CST;
and to consider a decision on the acquisition at its 5 March 2015 meeting.
Trustees therefore requested all the critical material relating to the case for
acquisition to be brought together in one paper, with an updated financial due
diligence, in order for the Board to be able to make an as fully informed and
auditable decision as possible.
Actions: Executive
10.
Exhibitions and Galleries
10.1 5-year rolling programme [Please see slide set attached to these
minutes.]
The Board was grateful for the stimulating presentation given by the
Programming and Exhibitions Director.
Trustees considered the programme to be both excellent and well planned but
requested that the Executive remain opportunistic and on the alert for prospects
that might be spotted en-route.
In response to Trustees' enquiry it was confirmed by the Executive that
subsequent to the success of Ansell Adams there is an opportunity for a follow
up by a high-end art photography show – if the right show appeared in the
market.
Trustees asked whether by linking the programme to the existing segmentation
so closely other audience segments may miss out. The Director of Programming
and Exhibitions reported that the presentation had concentrated only on the
major shows and galleries and that there would always be smaller scale shows
for niche or specialist audiences. It was also worth bearing in mind that there is
also a lot more in the Museum to see and this will be doubly so when the
Endeavour galleries are completed.
It was recognised that schools were a great driver for family visits and it was
confirmed that the programme is geared to exploit schools' interest in the
Museum's subjects.
The financial treatment of direct marketing expenditure (which is embedded in
the exhibitions activity budget) was discussed. Marketing is one of the largest
expenses in a major exhibition and when 100% of its costs is levied against the
exhibition this often led to a financial plan which showed only break-even for
the overall project.
Trustees asked whether it is possible to charge for the much smaller shows in
the Queen's House and elsewhere. The Director agreed that indeed these could
be mounted and charged for but that smaller shows tend to be very sensitive to
value for money judgements by the visitor.
Trustees then approved this iteration of the Exhibitions and Galleries five-year
rolling programme.
10.2 Rationale for touring exhibitions
Trustees approved the rationale with no significant matters arising.
11.
Matters arising from information in Volume B of the papers
Trustees were grateful for the work done by those staff involved in safeguarding
children and dealing with lost children.
There were no other matters arising from the information in Volume B of the
Board papers.
12.
Annual presentation from National Historic Ships UK (NHSUK)
Trustees noted the annual presentation by the Director, National Historic
Ships UK and warmly commended its work.
Trustees agreed that committed advocacy work for NHSUK is essential to
minimise possible further cuts in Grant-in-Aid from April 2016
13.
Next Board Meeting
Thursday 5 March 2015.
Minutes approved by Sir Charles Dunstone, Chairman
Date