THREE HUNDRED AND FORTIETH MEETING OF THE TRUSTEES OF THE NATIONAL MARITIME MUSEUM 18 SEPTEMBER 2014 IN THE BOARDROOM MINUTES Trustees present: Sir Charles Dunstone Linda Hutchinson Sir Robert Crawford Eleanor Boddington Chris Lintott Joyce Bridges Carol Marlow Jonathan Ofer Gerald Russell In attendance: Kevin Fewster Margarette Lincoln Andy Bodle Richard Doughty Anupam Ganguli Mike Sarna Christopher Gray Chairman Director Deputy Director Director, Operations and HR Director, Cutty Sark Director of Finance Programming and Exhibitions Director Museum Secretary Prior to the meeting the Chairman was pleased to present the 2014 Callender Award to Matthew Lawrence, Senior Exhibitions Project Manager, for demonstrating great skill and care in his role in the development and realisation of Special Exhibition Gallery projects. Trustees congratulated Matthew on his award and thanked him for his excellent work at the Museum. In camera session with Trustees and the Director The Board of Trustees and the Director discussed the difficult but necessary work being undertaken to deal with the significant reduction in Grant-in-Aid about to be made in 2015-16 by reorganizing the structure of the Museum. No notes were made of this session. i. The Executive then joined the meeting. Chairman and Board matters Reappointments: The Chairman was very pleased to report that the Prime Minister had reappointed Eleanor Boddington and Chris Lintott as Trustees for second terms of four years. New appointments: The Chairman reported that the sift for the three roles had been completed and that panel interviews were being scheduled between now and the next Board meeting in November. Evaluation of Board effectiveness: The Chairman stated that Dr Tracy Long would be observing the November meeting and would be consulting with Trustees on an individual basis prior to that meeting. The Chairman noted that this would be Richard Doughty's last meeting before Richard takes up the Directorship of NMM Cornwall. The Board joined the Chairman in thanking Richard for all his work at Cutty Sark and wished him well for his new post in Falmouth. 1. Apologies Received from Eric Reynolds. 2. Declaration of relevant interests related to this meeting Trustees noted that Richard Doughty, Director, Cutty Sark would leave the meeting during that agenda item. 3. Draft Minutes of the previous meeting: 339 of 2 May 2014 The Board agreed the minutes to be a true record of the meeting and the Chairman certified the minutes accordingly. 4. Final Draft Corporate Plan 2014–18 at Milestone level The Director spoke to this final iteration of the Plan – the Milestone level – and commended it to Trustees. The Director also reported that there had been a very good response from the stakeholders (such as DCMS, HLF and WHS) which had been specifically consulted. Their views had been sought on the higher levels of the plan that Trustees had reviewed at their May meeting and some 30 of those stakeholders had responded with comments, all of which were positive, and where detailed points could be incorporated this had been done in the version that Trustees were now reviewing. Trustees considered that the Milestones were in some areas perhaps too specific and front loaded. The Director responded by saying that this focus was intended to concentrate the Museum on deliverables from which the Trustees could measure progress and that the Plan would be updated during 2016 at which point new specific Milestones would roll forward to the second half of the Plan's life. Trustees also requested that the Executive give thought as to how the Outcomes for each Primary Aim, which Trustees considered were somewhat high-level, could be subject to measurement to ensure their achievement. Trustees asked whether Strategies 1 and 2 of Primary Aim 1 should be presented in chronological order. The Director reported that this had indeed been debated by the Executive but for motivational and presentation purposes the Executive recommended the current sequence as drafted. Trustees also considered that it would be useful and beneficial to have a presentation of the Milestone level of the plan in a simple Gant chart format – both for clarity of comprehending the sequence of Milestones with their critical paths/sequences and for future reporting purposes. Trustees also requested a purge of acronyms. Actions: Secretary Regarding resources for the Endeavour project, the Director confirmed that budgets for the additional human resources required were already included in the project budget and the bid to HLF and that the Finance Committee, as it had requested at its July meeting, would be receiving a paper on this subject at its meeting in early November. With those points, Trustees then approved the Corporate Plan for 2014-18 to go forward to its next stages of broader communication and printing. 5. Endeavour project 5.1 progress report The Director spoke to the report. Trustees noted the progress report and were pleased with how matters were progressing across the three elements The Director stated that within the Endeavour project the Executive see three priority levels: The first priority is the rationalization of storage and conservation at Kidbrooke with the attendant accommodation changes at the main site and that there was a strong likelihood that the loan application to DCMS which would enable this element would succeed. The second priority is the galleries in the West Central Wing and the Director went on to describe the various options and scenarios of contingency plans for the WCW galleries should the bid to HLF not succeed. The third priority, at present, was the ROG element but, as the Director of Finance stated, this could also qualify for a loan from DCMS as it would result in a strengthening of self-engendered income and hence organisational resilience. The Director of Finance then tabled a spreadsheet which denoted the various strands of funding applicable to each of the elements. In addition to the £7.25m match funding target for the WCW galleries, HLF bid of £4.9m and the DCMS loan of £6.1m, these were: £3m of historic reserves (to be drawn down first as access to them under the Freedoms pilot may cease); the Museum's own annual capital grant from DCMS (from which a reasonable £700k p.a. is shown allocated to the project) and up to a possible £5.4m grant from the RMG Foundation. Trustees noted the funding strands and the amounts put forward in the table. 5.2 approval of the scope of the HLF submission The Director described how that this element of the Endeavour project will transform the West Central Wing of the National Maritime Museum, bringing staff offices and back of house spaces into public use. Four new galleries will be created, putting the visitor first by improving visitor circulation (the new bridge link being vital to this) and the intellectual coherence of the Museum’s displays. The draft total budget was currently some £12.18m. The Director then reported on a new HLF bid strategy. He reported that following many discussions with senior HLF staff, the executive now propose to proceed with a grant request in the region of £4.8-£4.9m. The under-£5m HLF grant program has a 2 monthly submission schedule option and is considered to pose least risk to the programme should the Museum be asked to resubmit. In addition, discussions with HLF officers had also prompted the Executive to accelerate the bid programme to submit to HLF for the October round rather than the December as originally thought. This timing would necessarily be prior to having made inroads into the allimportant match-funding on which HLF were laying great emphasis. The fundraising strategy was for the balance of monies to be sought from either Wing/Gallery naming rights, or a combination of self-funding, individual donations and sponsorship. Trustees were pleased to learn that the cost plans for the new galleries were budgeted to be of the same high standard as Nelson Navy Nation. Trustees were decided that quality and excellence are vital components for an all-or-nothing HLF bid. Equally Trustees urged the Executive to work up the impact for the public as key to a successful bid to the HLF – the application must not appear to be inward looking. The Board of Trustees then approved the bid for £4.9m to the Heritage Lottery Fund for the WCW galleries, of the overall £12.18m, and that the application should be made in the October round. 5.3 approval of the application for a loan from DCMS The Director of Finance introduced the agenda item by rehearsing with Trustees that, under the new Freedoms described in the Management Agreement, museums and galleries had been given the power to borrow from an annual fund of £40m administered by DCMS under a four year Treasury pilot. The Director of Finance stated that the loan application for the Kidbrooke storage and conservation element of the Endeavour project meets several of the criteria against which the DCMS Borrowing Committee will assess the application namely: Organisational resilience and sustainability Strengthened business models Small scale capital developments Collaboration and shared services Invest to save proposals Trustees recognised that the total estimated cost of the Kidbrooke element of the Endeavour project is £8.3m, excluding the proposed Learning Centre. The actual loan application is for £6.1m as the Museum will be able to service the interest and repayments on a loan of that amount from the cash savings arising from giving up the leases, with attendant service charges, rates etc. on LTE and Feathers Place and the additional efficiency savings that will be made from this strategy. The Director of Finance reported that DCMS had been consulted throughout the development of the business case and that there had recently been a visit by senior officers to Kidbrooke (who were enthused by the project and recognised its potential for others). A draft version of the case for DCMS officers' comment would be sent prior to making the formal submission on 9 October. Trustees requested that the application make it very clear that the loan is serviceable from the savings that the loan will itself release. The Board of Trustees then noted the paper and agreed that since the proposed development could not be sponsored by the Heritage Lottery Fund and since the opinion of the Trustees and Executive is that the storage element of the scheme is unlikely to attract philanthropic sponsorship the Trustees were firmly of the view that loan finance is the only way to proceed with this project. Trustees also noted that since the reduction in Grant-in-Aid to service the loan is less than the annual cash savings the Museum will be making from the cessation of the leases, service charges etc., the Museum is therefore able to meet the repayment profile set out in the business case. The Board noted that the application is to include a letter from the Chairman providing these specific assurance to DCMS. The Board of Trustees then agreed to proceed with the loan application as set out in the paper to the DCMS. 6. Cutty Sark – DCMS meeting and next steps Trustees noted the Director's paper and the possible range of visitor number outturns for the year. Though Cutty Sark’s visitor figures continue to be below the previous year, performance is picking up noticeably over the summer holiday period from 35% below the previous year in May to 15% below in August. The Board was firmly of the opinion that it is the custodian of the nation's maritime collection and that the ship could be marketed more effectively if it was marketed together with the maritime component of RMG. The Board also understood that there would be a short term reputational impact to not acquiring the ship and a long-term capital risk if it is. The Board of Trustees then agreed to continue to proceed with the acquisition though with attentiveness to the levels of visitation. Richard Doughty, Director, Cutty Sark, was not present for this agenda item. 7. Audience Segmentation – impact and uses Trustees noted the presentation from the Head of Marketing and Web. Trustees were appreciative of and enthused by its content and foresaw the great use that this work could be put to by the Museum. It was agreed that the Head of Marketing and Web would return to present to Trustees both the ALVA research and the first tranche of on-site visitor research gleaned from the programme of exit surveys. It was confirmed that DCMS no longer collects NS-SEC data. Dr Lintott asked to be sent a copy of the data. Action: Head of Marketing and Web 8. Director’s Report Q1 2014-15 Trustees noted and were grateful for the Director's Report – there were no matters arising. The Director then tabled the newly printed Annual Review and commended it to Trustees. Copies will be distributed to Trustees by post for their advocacy work. 9. Finance Director’s Report i. Finance Report Q1 2014–15 and year end forecast as at Q1 The Director of Finance reported that management accounts are for the quarter to 30 June and that these and the first quarter forecast had been reviewed and approved by the Finance Committee at its meeting in late July. The Director of Finance reported that the operating surplus for the year had reduced from £565k to £393k. The positive variances had arisen from the excellent performance of Turner & the Sea during the first few weeks of the financial year. However, this had been offset by reduced income from Events, a reduction in the original budget for grants and donations, and by some additional costs for the Endeavour project as the project gets under way. Looking ahead, the Director of Finance reported that he will be preparing a second forecast in October to come to the November Board based on the performance in the second quarter but some headlines which will certainly impact that forecast are: a strong performance of retail in the ROG a strong performance to date of Ships Clocks and Stars an underspend on staff costs But that these will be offset by: reduced admissions income at the ROG lower than expected catering commission as a result of fewer visitors in the ROG and the gap between exhibitions in the late spring and early summer. The Director confirmed that the costs of redundancies resulting from the necessary savings required to offset the significant reduction in Grant-in-Aid will be covered from revenue funds. The Board noted the Director of Finance's Report and agreed the year end forecast as at Q1. ii. Strategic Risks as at 30 June 2014 The Board noted and approved the Strategic Risk Register as at 30 June 2014 which had been previously reviewed by the Audit Committee at its meeting in July. 10. Small Craft Review: Items for Potential Transfer and Disposal The Deputy Director took Trustees through the recommendations, confirmed that external advice had been taken, and that the proposals had been considered and approved by the Collections and Research Committee. The Board of Trustees agreed to the proposed transfers and disposals as per the paper. 11. Annual Report from National Historic Ships UK (NHSUK) The Director rehearsed the governance arrangements of the independent NHSUK with the Board of Trustees and then commended the Annual Report to the Board. Trustees then noted and approved the Annual Report from National Historic Ships UK. It was agreed that, due to time constraints, the annual presentation from the Director of the NHSUK would be taken at the November Board meeting. 12. Matters arising from Volume B There were no matters arising from the information in Volume B of the Board papers. The Deputy Director then presented Trustees with the annual Collections Management Report for which Trustees were grateful. 13. Next Board Meeting Thursday 20 November 2014. Minutes approved by Sir Charles Dunstone, Chairman Date