Minutes of the East Durham College Full Board Meeting held on 17th October 2019

D Butler (Chair), J Bromiley (part meeting), S Duncan, G Field, H Lightowler, V McFarquhar, E Oughton, R Woodhouse.

B. Fitzgerald – Vice-Principal Finance and Business Planning
J Owen – Assistant Principal Curriculum
C Tomlinson – Vice-Principal Curriculum and Performance
S Pritchard – Clerk to the Corporation
J Blower Director of Estates
J Maughan – Committee Secretary

D Boyes, L Crichton, M Curry, F Harrison, K Hartis, J MacIntyre, I West.

Board members received a training session on the new Education Inspection Framework, presented by the Assistant Principal Curriculum Operations and the Vice Principal Curriculum and Performance.

Known and declared conflicts of interest were discussed and highlighted by the Clerk and dealt with appropriately at the relevant agenda times. 

AGREED That the minutes of the Board meeting held on 4th July 2019 be  approved as a true record and signed by the Chair.

There were no matters arising from 4th July 2019 Full Board minutes.

The report was regarded as confidential for reason of commercial sensitivity. The Principal advised that the key performance indicators would be discussed under item 5.2 of the agenda and informed of progress on the strategic targets  2016-19; presented the marketing strategy, continued membership of Landex, advised of sector updates and students’ success.

NOTED
That the Board:
i) Noted the performance against the Key Performance Indicators
ii) Noted the progress made against the strategic targets
2016-19
iii) Noted the renewed Landex membership
iv) Noted the sector updates
v) Noted the activity and success of students that demonstrates the achievement of the College mission
APPROVED
i) Approved the Marketing Strategy, and delegated responsibility for monitoring its effectiveness to the F&GP Committee.

The report was presented by the Principal and regarded as confidential for reasons of commercial sensitivity. NOTED That the Board note the progress made to date.
(J Bromiley joined the meeting).
Quality and Curriculum Update

The report was regarded as confidential for reasons of student sensitivity. The Vice Principal Curriculum and Performance presented the report and highlighted achievement to date, retention, pass rates and high grades all of which were to be confirmed once the Individual Learner Records (ILR) was closed.

The report was regarded as confidential for reasons of student sensitivity. The Vice Principal Curriculum and Performance presented the report and highlighted recruitment to date.

NOTED
That the Board noted the enrolment and recruitment data to date.

NOTED The Board noted the contents of the report. APPROVED That the HR Policies be approved: Disciplinary Policy, Grievance Policy, Dignity at Work Policy, Redundancy Policy, Performance Management Policy, Re-Grade Policy, Attendance Management Policy, Recruitment and Selection Policy, Eligibility to Work in the UK and Recruitment of Non-UK Nationals Policy, Engaging Agency Workers Policy, Fixed Term Contracts Policy, Redeployment Policy, Volunteer Policy, DBS Policy, Probation Policy, Staff Training and Development Policy, Family Friendly Policy, Flexible Woking Policy, Performance Appraisal Review Policy, Staff Leave Policy, Alcohol and Drugs Policy inc. No Smoking, Public Interest Disclosure Policy.

This item was regarded as confidential for reasons of commercial sensitivity. The Vice Principal Finance and Business Planning presented the report which was reviewed in detail by the Board.

NOTED
The Board noted the contents of the July 2019 Management Accounts Report.

The report was regarded as confidential for reasons of commercial sensitivity. The Vice Principal Finance & Business Planning presented the report and advised that at their meeting on 4th July the Full Board had approved the principles of the draft financial forecast and final signoff and submission to the ESFA was affirmed at the 24th July meeting.

NOTED:
That the Board members note the contents of the report and endorse the decision of the meeting of 24th July to approve the Financial Forecast for signature and submission to the ESFA.

This item was regarded as confidential for reasons of commercial sensitivity. The Vice Principal Finance and Business Planning presented the report which was reviewed in detail by the Board.

The Director of Estates joined the meeting to present the Health and Safety Report and Health & Safety Policy. The Board were referred to table 1 which showed a downward trend in accidents and there were no major accidents to report. In response to a Governor question it was established it was difficult to determine whether the reduction in accidents was owing to better health and safety or a reduction in reporting. It was established near misses were captured. The H&S Risk Assessment system was explained and the process was clarified, and it was established that every course included a Health and Safety Unit and various methods of collating H&S evidence providing quality and quantitative evidence was noted. CLG advised that the College’s paperwork had been tested via an incident. The Student Governor advised of and confirmed that stringent Health and Safety and risk assessment processes were in place. The division of H&S responsibilities between the curriculum teams and services team were clarified.

NOTED:
That the Board note the contents of the report.

APPROVED
That the Board approve the Health & Safety Policy.

This report was presented by the Director of Estates and was regarded as confidential for reasons of commercial sensitivities.

The Chair declared an interest in relation to the sale of the Arena Pitch and was not present for that discussion.

NOTED
The Board noted the contents of the Report

AGREED
That the Board note the contents of the report and approve the judgement of the College Leadership Group that the College is fully compliant with the recommendations of the Turnbull Committee in respect of 2018/19.

The Report was presented by the Vice Principal Finance and Business Planning, who advised of the resignation of KPMG as internal auditors last year resulting in the appointment of RSM on a one-year basis. Following consultation with the Chair of the Audit Committee the Board were asked to consider the reappointment of RSM as Internal Auditors for one year only. As holders of the External Audit contract RSM would not tender for the Internal Audit contract beyond the year. It was confirmed internal and external auditors were a separate team and work separately from each other.

The Clerk advised that there was no legal obligation to have internal auditors, and other solutions would be established for future years.

AGREED
That the appointment of RSM as internal auditors be extended for a further and final year.

The Clerk to the Corporation presented the Governance report

J Bromiley left the meeting whilst the Board considered his reappointment for his final term of office. The Board considered the attributes and contribution of J Bromiley and agreed to his reappointment. (J Bromiley re-joined the meeting)

The Board were informed of the reappointment of H Lightowler as Student Union President and student governor for a period of one year. The outcome of the elections of the Vice Student Union Presidents would be known in November 2019.

The Clerk invited Governors to present their expressions of interest for positions of Vice Chair and Link Governors.

The Clerk explained the background to the governance review and that a benchmarking exercise to compare EDC’s constitutional documents to that of other corporations had resulted in confirmation that the documents were adequate and fit for purpose with minor amendments.

Governors were asked to consider and approved the proposal to merge the Search and Remuneration Committees. The meeting was advised that the Principal would not be eligible to form part of the committee in relation to remuneration. The other committees would remain as previously approved. 4

Governors were thanked for completing the Governance Self-Assessment Documents which had generally been very positive. The Board had requested more information and more understanding of a few areas of the College Business which would be reported upon throughout the year.

AGREED
That J Bromiley be reappointed to the Board for a term of four years concluding on 16th October 2023 and that he remain Chair of the Audit Committee. That H Lightowler be reappointed as Student Governor for one year concluding 3rd July 2020.

APPROVED
That the merger of the Search and Remuneration Committees be approved. That the Terms of Reference for each committee be adopted and approved by the Full Board.

The Clerk to the Corporation informed governors that the Instruments and Article of Government was the Corporation's primary constitutional document and required periodic review to ensure that it remained fit for purpose and reflected best governance practice. Recommended changes to the document had been highlighted and the Board's attention was drawn to the amendments which would allow RSM to hold both Internal and External Audit positions from 31st July. Various assurance had been received from RSM including that this approach was becoming normal practice and that Internal and External Auditors work from two separate offices with separate teams and they were confident they could manage conflicts. The Board undertook to monitor how well the College's Audit function performed in year .

AGREED
The Board resolved to approve the changes and adopt the Instruments and Articles as set out in Appendix 1 to the report.

The draft schedule of meeting 2019/20 was considered by the Board. The Vice Principal Finance & Business Planning requested an additional Audit Committee meeting be scheduled for 5th March 2020. The amended document was to be recirculated to Governors.

a) The minutes of the Audit Committee of 21 March 2019 were approved and adopted by the Full Board.
b) The minutes of the F&GP Committee were approved and adopted by the Full Board.

No further business was discussed.