twenty-fourth meeting of the audit committee

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1.

THREE HUNDRED AND THIRTY-FIRST

BOARD OF TRUSTEES MEETING

24 MAY 2012

IN THE INTERIM BOARDROOM

MINUTES

Trustees present:

Lord Sterling

Nigel Macdonald

Sir John Guinness

Lord Boyce

David Quarmby

Linda Hutchinson

Sir Robert Crawford

Eleanor Boddington

Chris Lintott

In attendance:

Kevin Fewster

Margarette Lincoln

Andy Bodle

Richard Doughty

David Philip

Fiona Romeo

Chris Styles

Christopher Gray

Chairman

Director

Deputy Director

Director, Operations and HR

Director, Cutty Sark

Director of Finance and Enterprises

Interim Director, Exhibitions and Programmes

Director, Communications and Visitor Experience

Museum Secretary

Apologies

Received from Gilly Drummond, David Moorhouse and Professor Geoffrey

Crossick.

2. Declaration of relevant interests related to this meeting

Lord Boyce declared that he is now Chairman of the HMS Victory Preservation

Trust.

Lord Boyce stated that the ship will now be maintained by this Trust, established as part of the National Museum of the Royal Navy. A £25m capital grant to support the new Trust by the Gosling Foundation had been announced and that donation will be matched by a further £25m from the MOD. HMS

Victory will continue as a commissioned warship of the Royal Navy under her commanding officer and ship's company and will remain as the flagship of the

Second Sea Lord until, as previously planned, the ship is made the flagship of the First Sea Lord.

3. Draft Minutes of the previous meetings:

329 of 23 February 2012 and 330 of 23 March 2012

The Board agreed both sets of minutes to be true records of the meetings and the Chairman then certified the minutes accordingly.

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4. Matters arising not covered in the agenda

4.1 Trustees ratified the appointments of Sir Robert Crawford to the

Remuneration and Nominations Committees and Chris Lintott to the

Nominations Committee.

4.2 The Chairman outlined the expertise required by the Board in the next tranche

5. of Trustee recruitment, as had been discussed by the Nominations Committee on 18 May, and mentioned three individuals who exemplify those characteristics.

Olympics briefing and status report - presentation

Trustees received a visitor-orientated briefing from Mark Grover, Head of

Health and Safety and Security who is managing the project for the Museum.

Trustees were grateful for the briefing and commended the work that had been undertaken to date on ensuring the Museum remained open, safe and secure for the duration.

The Director reported that arrangements, such as the park and ride scheme and the virtual private network system allowing people to work from home, had been made to ensure staff could continue their work with as little interruption

6. as possible.

Trustees saw the Games as a way of promoting the Museum and Royal River, especially on the website, but were prepared for much lower numbers than usual.

The Museum was also prepared to extend the café into the SOW foyer should demand require.

Trustees explored the issues of emergency lockdown and crisis management and in response the Director, Operations and HR stated that the museum retains the right to lockdown and that he was content with the agreed

Emergency Response Plan. Relations with the police are good.

In discussing way-finding for the Museum during the Olympics, Trustees voiced dissatisfaction with the lamentable local signage and considered that the RBG should fund a dramatic improvement. The Chairman stated that he would pursue this with the Council.

The Chairman made the point that it would be wise to ensure the order for returfing is confirmed sooner rather than later. [Post meeting note – this has been done]

Royal River – performance and promotion update

The Chairman began the item by stating that the exhibition is hugely important to the Museum and its future and that its success is vital to gain future support from major sponsors.

Trustees had noted that there had been problems with online ticketing, the systems for which had not been entirely satisfactory. However it was reported that a project for a new ticketing system was being led by Sue Kennedy,

Assistant Director IT, though it would be some months before the new system would be in place.

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7.

8.

9.

The Director of Communications and Visitor Experience spoke to the Royal

River Marketing Additional Activation Plan which contained a wide range of additional marketing effort and which was being implemented following the

Finance Committee meeting of 10 May.

In discussion Trustees focussed on the way the "how to get here" question can be answered and the on-going need to help people understand how easy it is to get to Greenwich.

In conclusion Trustees considered that all that could be done to market the exhibition was being done and expressed their gratitude to the staff involved in this extra effort.

The Director of Finance and Enterprises reported that the Museum is also conscious of both the loss of income and the costs of the additional marketing which could amount to some £400k.

Cutty Sark: Progress on the Service Level Agreement

The Director of Finance and Enterprises reported that he had received the next draft of the SLA from the solicitors and that all Cutty Sark staff are now transferred to the Museum as employees of the NMM Board.

The Chairman requested the Director of Finance and Enterprises and the

Chairman of the Audit Committee investigate a form of words that could be agreed upon by the two parties to ensure a share in the success of the ship for the Museum.

Action: Director of Finance and Enterprises

The Chairman reported that the last meeting of the Cutty Sark Trust in its present membership would take place in the following week.

Notes and Actions from 23 March ROG strategy day

Trustees recognised that the Longitude exhibition in 2014 will provide a major opportunity to refresh the ROG galleries but were concerned about the available curatorial time to meet the necessary deadlines and thought the May 2013 deadline for the 2 nd draft of the ROG masterplan was unrealistic.

Trustees agreed that a close look is needed at some ambitious physical options for extending the ROG and that there is an urgent need to improve the gallery experience within the next five years.

Director's Report including LOCOG update

Trustees noted that The Royal Museums Greenwich Foundation has been established with Victor Benjamin (Chairman), Professor Martin Daunton and

Eleanor Boddington as its Trustees. In accordance with the resolution passed by

NMM Trustees on 23 March an initial grant of £5,000 has been made to the

Foundation in order to provided evidence to the Charity Commission that it is in funds.

Trustees flagged the desirability of keeping watch of any MoD plans regarding its cultural collections.

There were no other matters arising on the Director's Report.

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10. Director of Finance & Enterprises Report:

Finance Report to Year ended 31 March 2012

The Director of Finance and Enterprises reported that quite complex calculations were now being made to ascertain the size of the transfer to the

Foundation but it is likely that it will be a larger amount than was thought in

March.

Strategic Risks as at 31 March 2012

The Director of Finance and Enterprises reported that the strategic risks had been updated following the review by the Audit Committee of two weeks ago which had placed more emphasis on the personnel risk of current successions and changes within the Executive and Board members.

The Director of Finance and Enterprises confirmed that the executive was working on a contingency plan for a potential 5% cut in Grant in Aid and that this would be brought to the September Board for consideration.

Trustees then noted and agreed the strategic risk register as at 31 March 2012.

11. Sammy Ofer Wing: Project Report 16

Trustees noted that the Director of Operations and HR is researching options with the consultancy team for revising the drainage and its exit from the building.

The Deputy Director reported that the Library and Archive will be marketed in

September when the facility has reopened after the Olympics.

There were no other matters arising on this final report on the project.

12. Board self-assessment of efficiency

The Board reviewed the consolidated results of its formal self-assessment and agreed that there were no matters that needed to be immediately addressed.

However, though a majority of Trustees considered that their on-going personal development remains up to date, some Trustees considered they would benefit from personal development activities to update their skills and knowledge. It was agreed that this matter will be explored with individual Trustees in the

2012-'13 year.

13. Draft 2012-’13 Governance Statement

The Director of Finance and Enterprises reported that the NAO had been complimentary about the drafting and standard of the newly required

Governance Statement.

The Board then agreed the inclusion of the Governance Statement as drafted in the forthcoming Annual Report and Accounts.

14. Next Board Meeting:

20 September 2012 followed by the Trustee, Staff and Volunteers party in the early evening.

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Distribution: Those present + apologies+ HIA

Lord Sterling, Chairman

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