HUDDERSFIELD NEW COLLEGE FURTHER EDUCATION CORPORATION MINUTES OF THE CORPORATION MEETING Held on Wednesday 9th April 2014 at 5.30pm at Huddersfield New College CONFIRMED MINUTES Present: Mr P Hume (Chair), Mr J Dawson, Ms T Wright, Ms H Haigh, Ms J Pryce, Ms L Summers, Ms V Morrison, Ms A Thompson, Ms A Osborne, Ms A Williams. In attendance: Mr P Kennedy, Mr A Shaw, Ms S Chowdry Clerk: Mrs C Coupland 1. Apologies for Absence/ Declaration of Interests Apologies were submitted by Ms R Drury, Ms B Aspland, Mr A Nelson and Mr N Uppal. There were no declarations of interest. Mr Hume welcomed Ms Chowdry to the Meeting who is to take over the role of Student Governor as of 28th April 2014 for one year. Ms Chowdry has asked to observe tonight’s meeting to become familiar with the how the Corporation deals with its business. Introductions were also made. The Corporation wished to record its thanks to Ms Bethan Aspland whose current term of office as student governor is to expire at Easter. 2. Minutes from Meeting held on 11th December 2013. Resolved: That these be accepted as a correct record. 3. Matters arising Search & Governance Committee: Code of Conduct: The Clerk confirmed that the revised Governor Code of Conduct has been distributed to all members. The Clerk thanked those that had returned signed copies already. Items for Discussion and Approval: 4. Medium Term Financial Strategy. Mr Shaw presented his paper to the Corporation. Members’ attention was drawn to the detailed discussion had at the Finance and Resources Committee (as outlined within the committee minutes), for which the proposed financial assumptions for the college to work within were recommended for approval. Page 1 of 6 Revenue expenditure not to exceed income Maintain the minimum criteria required for ‘Outstanding’ financial health as defined by the EFA. Maintain sufficient total Cash at the current level to be consistent with ‘outstanding’ financial health (currently £2.1million, the sector average) Mr Shaw provided a comprehensive overview of the current external environment and the changing college situation which enabled Governors to collectively understand the rationale for the each individual parameter recommended; which included: An annual budget where expenditure does not exceed income avoids a deficit budget. This is not allowed by the EFA for ongoing items, and would require an action plan to address this situation. This first parameter, together with the current plan to not borrow further, and the third parameter to maintain cash at the expected July 2014 levels, just maintains the College at ‘Outstanding’ financial health. This also contributes to the overall financial review during any Ofsted inspection. Maintaining the cash level ensures the College just maintains ‘Outstanding’ financial health as above, and avoids the College going into a downward decline. For July 2011, £2.1 million was an average for Sixth Form Colleges. In the following year the average was higher at £2.6million, due to capital grants received in advance; July 2013 comparisons are due out in the next few months. Also, £2.1million allows the College: - to operate on an going basis (for the standard 25 cash days in hand to be able to cover short term payments and debts (£800k), - to cover low points in monthly cash flows (currently March is a point when the EFA effectively ‘owes’ the College £650k) - to save up into a further reserve for one off or short-term revenue items (eg a Voluntary Severance scheme), or to meet strategic developments (such as the Sports Barn or Bus Bay/ Entrance Drive project). Within the £2.1million, this figure currently stands at £650k. Governors were satisfied with the proposed financial assumptions and in agreement for Mr Shaw to develop a financial plan for the period 2014-17, to work within the agreed parameters. 5. Resolved: The Corporation agreed the financial parameters for 2014-17: - Revenue expenditure must not exceed income - Maintain the minimum criteria required for ‘outstanding’ financial health, as defined and monitored by the Education Funding Agency. - To maintain sufficient total cash at the current level to be consistent with ‘outstanding’ financial health (currently £2.1m, the average sector). For the 2014-17 Financial Plan to be presented for approval at the next Corporation meeting. Board Assurance Framework (BAF) Ms Summers reminded Governors that in April 2013, the Corporation resolved for an Audit Sub-Committee to determine a Board Assurance Framework in order to help reinforce strategic focus and better management of risk. Furthermore the Corporation had agreed for the Audit Sub-Committee to advise the Board on what assurance Page 2 of 6 framework to have in place and from whence the assurances over the effective operation of the systems of control will come. Ms Summers advised Governors that the presented BAF and glossary is recommended by the Audit Committee as the structure for the Corporation to adopt going forward. Ms Summers confirmed that the structure of the Board Assurance Framework had not changed since discussed at the Governors Training Day in February 2014. Governors recognised that the BAF is an ongoing programme of work which will change as risks and action plan also evolve. The Corporation considered how Governors are to oversee the assurance of risks included within the BAF. It was agreed for the Audit Committee to assume overall responsibility for the BAF but that it was sensible to further delegate risks amongst the Corporation, its Committees and Champions. It was also agreed for the Audit Committee to propose a standardised template for Governors to use when seeking assurance. 6. Resolved: The Corporation approved the structure of the Board Assurance Framework (BAF) for immediate implementation, as a way of working. For the Audit Committee to assume overall responsibility for the Board Assurance Framework. For the Audit Committee to propose, at the next corporation meeting, a standardised template for all Governors to use when seeking assurance. The Corporation wish to record it’s thanks to Ms Summers and other members of the Audit Sub-Committee for their hard work in creating the Board Assurance Framework. Student Union Constitution Mr Hume recalled that the Student Union Constitution was last approved by Governors in December 2013, as the Corporation at the time was satisfied that the Constitution provided a satisfactory statement outlining the interim structure by which the Student Union and Its Executive were to be governed. However the Corporation had also asked for a simplified version to be produced which accurately reflected the students experience at HNC. Furthermore, duties of the Executive officers were also requested by Governors to become more focused and again relevant to HNC. The revised constitution was discussed and duly approved. Given that this Constitution outlines the interim procedures to re-establish the Student Union, it was agreed that the Constitution is to remain subject to annual review Resolved: 7. That the revised Student Union Constitution is approved Governance Restructure Mr Hume reminded the Corporation that Governors had agreed at the Training Day in February 2014 that it was important to find ways for the Corporation to work more collectively, with all governors having a better understanding of key issues affecting the college and its performance and to better provide support, challenge, scrutiny and assurance. Governors were also of the opinion that the structure of the Corporation Page 3 of 6 should also provide better continuity enabling governors to participate more effectively in its work. Mr Hume advised the Corporation that after the Governors’ Training Day a Working Party comprising of himself, Ms Williams, Ms Summers and the Clerk had met and considered possible changes to the working practices of the full corporation meetings and the consequential changes to the committee structure. The Working Party’s proposals were considered and supported by the Search & Governance Committee and have been duly recommended for approval by the Corporation. Members agreed to the recommendations made as a way forward and agreed it necessary for the detailed work to now be undertaken in order to effect the agreed changes to the Governance Framework for the new academic year. Resolved: 8. For the Corporation to meet 6 – 8 times per year and its remit to include full consideration of the performance and outcomes of the college and quality of provision and overview of strategic financial position. To disband the Quality and Standards Committee For the Audit, Finance & Resources and Remuneration Committee to continue as now but its terms of reference to reflect that the overview of the strategic financial position will be fully considered at Full Corporation. For Search & Governance Committee to meet only x 3 times per year. To create additional champion roles: i. Health & Safety (subject only to this adding value to the existing role of the College’s H&S Consultant) ii. Equality & Diversity Principal’s Report Ms Williams presented her report to the Corporation which drew attention to the College’s successes as well as the challenges faced throughout this term. Information was presented across the 6 strategic objectives of the current strategic plan. Key areas explored by the Governors included Funding cuts and announcements, Curriculum reform, Inspection and the consultation on 16-19 accountability. Resolved: That the report be received. Minutes of the Committee Meetings: 9. Audit Committee (meeting held on 18th March 2014) Ms Summers drew members attention to the main items considered at the Audit Committee. Governors agreed with the Committees approach to Audit Services as outlined within the confidential section of the minutes. Page 4 of 6 Resolved: That the minutes be received 10. Quality & Standards Committee (Meeting held on 25th March 2014) Ms Wright briefed members on the business of the Quality Committee. The Corporation’s attention was drawn to the Key Stage 5 League Table. Governors echoed the committee’s concerns that such performance tables remain misleading. Resolved: That the minutes and the Key Stage 5 Briefing paper be received. 11. Search & Governance Committee (Meeting held on 27th March 2014) Mr Hume drew members attention to the main items considered at the Search & Governance Committee. The Corporation was reminded that the revised Instrument and Articles now requires the Corporation to publish its arrangements for obtaining staff and students’ views on the specific matters for which the Corporation is responsible for. Members agreed with the policy statement recommended by the committee. Members were also advised that the Search & Governance Committee had considered the Clerk’s proposal paper on suggested arrangements to enhance the learner voice within key strategic decisions made by the Corporation. The Committee endorsed the Clerks recommendations which are to be integrated into the corporation’s annual cycle of business for 2014/15. The Corporation was also advised that the Committee have agreed for all Governors terms of office to be reviewed and to now expire at the end of or start of an academic term in order to aid succession planning. Likewise, it has been agreed that the Chairs term of office will now run to the end of the academic year. Resolved: That the minutes and the policy statement on stakeholder engagement be received. 12. Finance & Resources Committee (Meeting held on 31st March 2014) Mr Dawson presented the minutes of the F&R Committee. It was acknowledged however that the key items considered by the Committee had already been addressed in earlier agenda items. Resolved: That the minutes be received. 13. Any other Business Governor Biographies. The Clerk asked all Governors to submit a short biography which can be shared on the governance web page. Page 5 of 6 Governor Training: The Clerk confirmed that all presentations for recent training events are now available on Moodle. 14. Determination of confidentiality The reserved section of the Audit Minutes (relating to Audit Providers) is to remain confidential. 15. Date of next meeting: Tuesday 8th July 2014 at 5.30pm Page 6 of 6