THREE HUNDRED AND FORTY-THIRD MEETING OF THE TRUSTEES OF THE NATIONAL MARITIME MUSEUM 10 JUNE 2015 IN THE SOUTH-EAST PARLOUR OF THE QUEEN'S HOUSE MINUTES Trustees present: Sir Charles Dunstone Linda Hutchinson Sir Robert Crawford Eleanor Boddington Professor Chris Lintott Joyce Bridges Carol Marlow Jonathan Ofer Eric Reynolds Professor Alison Bashford Jeremy Penn In attendance: Kevin Fewster Andy Bodle Anupam Ganguli Mike Sarna Kate Seeckts Richard Wilkinson Christopher Gray Chairman Director Director, Operations and HR Director of Finance Director, Collections and Public Engagement Director, Development Director, Enterprises Museum Secretary ~Chairman and Board matters session~ i Committees of the Board The Board agreed the changes to the Board Committee structure and membership put forward in the paper. ii Draft Agenda for 17 September Strategy meeting The Board agreed the draft agenda for the 17 September Strategy meeting. iii Meeting schedule from September 2015 onwards The Board agreed the meeting schedule from September 2015 onwards. ~Governance Session~ 1. Apologies Received from Gerald Russell, Trustee and Admiral Sir Mark Stanhope, Trustee. 2. Declaration of relevant interests related to this meeting None other than those previously registered. 3. Draft Minutes of the previous meeting: 342 of 5 March 2015 The Board agreed the minutes to be a true record of the meeting and the Chairman certified the minutes accordingly. 4. Director’s Report for Q4 2014-15 The Director added to his report the excellent news that the Museum won an award in the Organisation Category of the London Ambulance Service’s Saving Lives Awards. The Museum was awarded a new defibrillator in recognition of helping to save a life and, as the Museum has sufficient, this one can now be donated to another charity. A fundraising update was that the Charles Skey Charitable Trust is donating £75k towards the learning centre at Kidbrooke and that the potential sponsorship of Pepys by RSA will be decided on Friday. In addition, BAE Systems have agreed to support our Battle of Jutland exhibition (planned for the 2016 centenary) at £95k, spread over three years from their Heritage budget. The Director updated Trustees on the latest position on the South Sea Company shield/coat of arms. The Director also commended the annual Conservation report to Trustees. The Board were grateful for and noted the Director's Report with no other matters arising. 5. Director of Finance Report 5.1 Finance report at Year End 31 March 2015 The Director of Finance stated that the Management Financial Statements had been reviewed by the Finance Committee at its May meeting. The Director of Finance reported that with respect to the Revenue outturn the operating surplus for the year is £574k before restructuring. The Q3 Forecast was £340k. The main reasons for the positive variance of £234k are: 1) Additional income from ROG 2) Savings in staff costs 3) Delays to digital media projects as a result of staff churn Which were offset by: 1) Additional estates maintenance costs as a result of finding more asbestos Restructuring costs are £44k less than forecast. Therefore, the operating surplus after restructuring is £4k against a forecast deficit of £274k. The Museum will be transferring a total of revenue and capital of £702k to the Foundation which will bring the Foundation’s balances to £6.2m. The largest capital underspend is as a result of the programme of works to the Queens House. This has meant that we have not been able to spend all of the £500k earmarked for asbestos removal from the Queen’s House. A grant application to the Royal Museums Greenwich Foundation for the unspent capital funds will be made in 2015-16. Trustees noted and agreed both positions. 5.2 Income update for April-May (report tabled at the meeting) The Director of Finance tabled the latest income figures to the end of May 2015 and the Board noted the overall positive variance of £80k – although it was still early in the year. The Director of Finance also reported that there had been a £52k (0.375%) inyear cut of Grant in Aid and that there is a possibility that the sector may suffer a second in-year cut later in 2015-16. The Board then noted the income update as at end May 2015. 5.3 Refresh of approach to Strategic Risks The Director of Finance introduced the review of the Strategic Risk Register by rehearsing with Trustees that at their February 2015 the Audit Committee Trustees commented that the current strategic risk register was lengthy, outdated and did not accurately reflect the strategic risks the Museum currently faces. The Committee felt that the register should be sharper, focussing on key risks, and should include opportunities as well as risks. This review was then agreed by all Trustees at the 6 March Board meeting. The Director of Finance, as Risk Management Sponsor, then undertook to develop a new approach which addresses concerns with the current register. The Director of Finance reported that he had held two workshops, one with the Executive Board and another with the senior management team at which, without reference to the current register, the participants brainstormed what they considered were the current risks with reference to the successful delivery of the aims and strategies in the Museum’s Corporate Plan. Those outputs were summarised by the Finance Director and the high level risks and opportunities linked to the four primary aims of the Museum as per the Corporate Plan. The draft Register was presented to the Audit Committee for feedback at the meeting on 7 May 2015 and the Committee’s comments have now been incorporated. There has been a subsequent review of the Register by the Executive Board and the Senior Management Team. Executive Board colleagues have been tasked with expanding each risk to include: Current mitigating actions, action owners and dates for completion Further actions required, action owners, and dates for completion The Executive Board will review the output and assign an overall owner for each of the risks and opportunities over the summer. Also, feedback on the draft Register will be sought from the internal auditors. The Board then noted and approved the direction in which the Strategic Risk Register was being taken and looked forward to the next stage of the work being brought to the 17 September meeting. 6. Resolution to make revenue and capital grants to the Royal Museums Greenwich Foundation at year end The Board of Trustees agreed that any surplus on unrestricted revenue reserves for the year and any unspent unrestricted capital sums should be paid over as grants to the Royal Museums Greenwich Foundation. The Director of Finance reported that it had been agreed with the NAO that, subject to the appropriate resolutions, the grants can be included in the accounts as an accruals basis rather than having to actually pay them over before the year-end. The director of Finance confirmed that approval had also been obtained from DCMS for this transfer and that the amount has been included in the year-end financial statements which had been audited by the NAO. The Board of Trustees then resolved for the 2014–15 financial year to grant to the Royal Museums Greenwich Foundation £702k (£404k revenue plus £298k capital) in the same terms as specified in the paper. 7. Endeavour project progress report Endeavour Galleries: The Director highlighted that for the Endeavour Galleries, Purcell Architects have been appointed to undertake the base-build work on the West Central Wing gallery spaces. Purcells were executive architect for the Sammy Ofer Wing project. Casson Mann Designers have been appointed designers for the four new Endeavour galleries. Casson Mann designed the Museum's most recent new permanent gallery, Nelson, Navy, Nation. The Director stated that both firms’ familiarity with the Museum buildings and our team should stand the project in good stead. A presentation on the design ethos for the galleries was given to Trustees later in the meeting. Kidbrooke: The Director reported that the latest Kidbrooke cost plan had come in higher than anticipated. The M&E costs that were included were high as they were required to act as a worst case contingency while the M&E design was being undertaken. The Director stated that building is designed as per the original proposal and assured Trustees that the Museum team was pushing hard down on the specification but there had been growth in both building rates per m2 and inflation since the first cost plan had been presented. Trustees were assured that the Museum was receiving independent cost advice and that this assurance was part of a larger assurance map that would be brought to Trustees in their next progress report. Staff Accommodation: The progress report drew attention to the finding of asbestos dust in the floor void remaining from the 1990's removal (standards having changed) and that though this had led to a hiatus in the works the move back date / critical path was not disrupted. Royal Observatory Greenwich: The Director reported that Purcell has undertaken a large amount of research and work based on the brief provided by the internal ROG masterplanning team. The scope of work was expanded to cover both the north and south sites to develop a cohesive master plan. The cost estimates for this full master plan, at approximately £6 million, were not affordable within the overall Endeavour project. In consequence the Executive are proposing making a more economic range of improvements – and now rather than on the original timetable. Purcell have been requested to consider what a reduced option might be for the north side entrance of the ROG. This option is to include repairs and improvements to the Meridian building entrance elevation at the 3 arches entrance, landscape improvements to the forecourt in front of the 3 arches in this area, improved signage to the Meridian garden and internal improvements to the Meridian building. This reduced scope will provide the budgetary cover for Kidbrooke. Crucially, a full planning process would not be required for these interventions. The Director confirmed that these works do not conflict with the overall masterplan and will be used as its foundation to be seen as a first phase of the masterplan. In addition there is a planned new audio guide coming and this will be converted to multi-media guide. Trustees were concerned that in light of the cost of the project and SR15 coming up, that the ROG element of the project (which is an income generating site) is being scaled back and believed that it would be good to do more than the bare minimum. The Director stated that although there would be no new building on the south side of the Meridian building in this phase the plans would improve retail performance by expanding and improving the Meridian shop layout and its relationship with the entrance to the North site. It was agreed that the masterplanning must have Board involvement in its thinking and it was further agreed that the current full ROG Masterplan is to be circulated for Trustees attention as soon as possible. The Director said this would be done with the phase 1 option when this is ready in a matter of a few weeks. Trustees noted that 2025 is the 350th anniversary of the founding of the ROG. In conclusion on the Endeavour project the Director stated that the scope of the Accommodation element, the Galleries element and the Kidbrooke element all remained as agreed by Trustees at earlier meetings. However, the Executive are proposing to reduce the ROG scope to a phase 1 element to provide a quicker and more economic fix to some pressing problems at the North site. This would allow time to reconsider at a wider level the masterplan brief for what was by far the most complex circulation on the Museum's most complex site. The Director also proposed that it was reasonable to use this change of scale to provide budgetary cover for the growth in the costs of the Kidbrooke element from its original indications. The Board of Trustees then noted the Endeavour project progress report and in conclusion agreed to move to the £800k detailed design phase on Kidbrooke (proceeding to detail design commits the Museum to fees but not to construction). Trustees also agreed to reduce the budgeted spend on the ROG and agreed to this being used to cover the increased costs of Kidbrooke. 8. Audit Committee report to Board for 2014–15 and the proposed 2015–16 Audit Plan The Board was grateful for the work of the Audit Committee in the last year, noted the Committee's report to the Board for 2014–15 and approved the proposed 2015–16 Audit Plan. 9. Definition of Public Task regarding the Public Sector Information Regulations (PSI) Directive The Director, Enterprises stated that the PSI Directive is not intended to dislocate operating models where a museum, archive or library earns income from licensing the use of material in which it owns the Intellectual Property Right (IPR) or where the creation of the content has required substantial investment and that indeed it was probably not going to have a great deal of impact. Nevertheless it was vital that staff work within the controls and procedures outlined in the paper. Trustees were assured that training is required for and will be given to specialist staff and that the National Archives is leading and co-ordinating the sectors response. Trustees then agreed that the Board of Trustees of the National Maritime Museum's ‘public task’ consists of its functions under the National Maritime Museum Acts 1934 & 1989, and to generally promote the public’s enjoyment and understanding of History, Science and Art both by means of the Collection and by such other means as the Board of Trustees considers appropriate. ~Strategy Session~ 10. Endeavour project galleries: presentation of design ethos Mike Sarna, Director, Collections and Public Engagement and Dr Nigel Rigby, Head of Research gave Trustees a comprehensive presentation of the four galleries, their design ethos and the key programme dates. Trustees made and discussed a number of points: Sea Things – Trustees thought that this gallery needed a significantly stronger thematic continuity. Nevertheless, Trustees did think the points made about celebrating collecting and the primacy of the NMM in the context of world maritime museums were well worth making. The links onwards and outwards to Kidbrooke would work well too. Trustees were pleased to note that there were strong links between the Tudors and Stuarts gallery leading chronologically into Nelson Navy Nation then on to the future 19 Century Seapower gallery. Trustees also considered that the Pacific gallery will naturally connect with time and navigation and therefore lead on to the Royal Observatory with its parallel themes. Moreover this gallery must be sure to bring out and explore the difficult themes such as imperialism and colonisation. It was confirmed that focus groups had already been held on these issues. It was confirmed to Trustees that all gallery content take account of the needs and requirements of schools and that the Learning department is central to all of this including the actual design of the exhibitions themselves. Trustees noted that the potential HLF grant called for a specifically digital resource on the gallery team. The Director, Collections and Public Engagement made the point that the team want to be creative in terms of ideas but not expensive on capital investment. However, this work would help to link to the Museum's soon to be revitalised online offer. Trustees recommended making suggested routes for the visitor – "the first date tour", "the hangover tour" and so on. It was clarified by the Director, Collections and Public Engagement that the current Voyagers gallery was to be improved later in the year and that this would happen as part of the on-going gallery enhancements programme not as part of the Endeavour project. The Director, Collections and Public Engagement also confirmed that the team were taking this opportunity to look at refreshing the content of Atlantic Worlds – probably in 2017. The Board was grateful for the presentation and approved the overall direction subject to the points above. 11. New Website project: presentation on progress The Director and Director, Commerce introduced Anna Abbott, Head Marketing & Web and Trish Thomas, Senior Manager, Digital to the meeting. They presented a sequence of slides exploring the strands of the website project [attached to these minutes]. Trustees highly commended the presentation and the work that had been undertaken to date. The launch of the new site is planned to be end September/early October and Trustees look forward to seeing the live site. Trustees also understood this foundation work to be phase 1 of the project since a further phase would be required to, in particular, bring the online shop and online ticketing modules up to quality and brand. 12. Cutty Sark- update on acquisition and performance The Director took Trustees through the paper. The Board noted the good but complex progress towards acquisition and the ship's most up-to-date performance. 13. Spending Review 2015 The Director of Finance stated that while there is still no official confirmation on timings for the SR, HM Treasury has set a Budget date for 8 July. It is reasonable to expect the SR to be announced as part of this, and for the process to run until October/November 2015. It is also expected that the SR will consider a longer time period – DCMS consider 4-5 years a reasonable assumption. The Director of Finance took Trustees through the paper which focussed on the requests from DCMS for, firstly, the completion of detailed templates and models for Resource and Capital expenditure over the next five years to demonstrate the economic, social and cultural importance of our sector to HM Treasury and, secondly, for alternative plans to deal with sizeable Grant-in-Aid (GIA) reductions. Trustees viewed the funding scenarios with concern and discussed what overall message is to be sent to DCMS. The consensus was that Trustees required a more strongly drafted narrative to be presented with the figures. This was to push back as far as we can by providing evidential based economic arguments but primarily focussing on the contribution our core story makes to the national fabric – giving people a sense of who they are. The particular financial burdens of the Museum's stewardship of the WHS fabric is also to be drawn out. Trustees asked what other museums and galleries were doing and planning. The Director of Finance stated that FD group has not yet met on the subject but that proposals will definitely be about a big reduction in front-line services. In summary the Chairman stated that the Executive and Trustees needed to spend some effort in holding back the cuts but to concentrate their thinking towards a strategy to deal with their impact when they arrive. 14. Matters arising from information in Volume B of the papers The Director commended the annual Conservation Report to the Board. There were no other matters arising from the information in Volume B of the Board papers. 15. The Queen's House Trustees received a presentation by Christine Riding, Head of Art and Curator of the Queens House, on the potential commission of the artist Richard Wright for a specialist artwork for the Queen's House 400th anniversary to cost some £300k. The Board agreed to pursue the application to the Art Fund for 50% of the commission cost on the understanding that a positive response from the Art fund would be likely to open the doors to other funders. 16. Next Board Meeting Thursday 17 September 2015. Minutes approved by Sir Charles Dunstone, Chairman Date