Minutes of the AoC Board meeting Thursday 8 March 2018, 10.45am, at Hyatt Regency Hotel, Bridge Street, Birmingham B1 2JZ

Transcription

1 Minutes of the AoC Board meeting Thursday 8 March 2018, 10.45am, at Hyatt Regency Hotel, Bridge Street, Birmingham B1 2JZ Present: Stephen Barnes Alison Birkinshaw Colin Booth Peter Brophy Steve Frampton David Hughes Nigel Leigh Gerry McDonald Karen Redhead Jat Sharma Atholl Stott Carole Stott (Chair) Elly Tobin Yana Williams AoC Governors Council AoC President Leeds City College AoC Finance Director Portsmouth Sixth Form College AoC Chief Executive Stephenson College New City College London Derwentside College Walsall College AoC Governors Council AoC Chair Joseph Chamberlain Sixth Form College High Baird College In Attendance: Jim Edwards Kirsti Lord John Short Mark White AoC Company Secretary Deputy Chief Executive Chair of AoC Create Chair of AoC Sport AoC 1/18 Welcome and Introduction Karen Redhead, north east representative, was welcomed to her first Board meeting. AoC 2/18 Apologies Apologies were received from Meredydd David, Julian Gravatt, Corrienne Peasgood, Paul Phillips, and Graham Razey. AoC 3/18 Declarations of Interest 1

2 There were no declarations of interest. AoC 4/18 Minutes of the last meeting held on 6 December 2017 The minutes of the last meeting held on 6 December 2017 were approved as a true record. AoC 5/18 Matters arising There were no matters arising. AoC 6/18 Strategy Resolutions 1. The Board reviewed the strategic discussions held on 7 March 2018 on membership fees; AoC Chair recruitment; AoC President role; AoC Create governance arrangements; the terms of reference of the Finance and General Purposes Committee. 2. It was confirmed that Carole Stott and Alison Birkinshaw had withdrawn from the meeting during discussions about the AoC Chair and AoC President roles. 3. The Board also reviewed the Charitable Trust Board s proposed changes in 2018 and beyond. These changes are designed to raise the profile of the Trust s awards; increase the number of colleges applying for awards; improve the sharing of best practice across the sector; and reduce costs through greater cohesion, integration and partnership working. 4. Board Directors resolved:- i) to approve the fees collection arrangements in ; i iv) to approve the proposed role description, person specification, and recruitment process for the position of AOC Chair; to approve remuneration of 25k plus expenses over 80 days per year for the AoC Chair; to approve the proposed role description for the position of AoC President; v) to approve remuneration of 25k plus expenses over 50 days per year for the AoC President; vi) to review the role of the AoC President within 12 months; v to agree that AoC Create will continue as a subsidiary company limited by guarantee; 2

3 vi ix) to agree that the AoC Create Board will set strategic objectives and KPIs aligned to AoC s own objectives, both financial and non-financial, and will monitor and challenge the company s progress towards their achievement at each meeting; to agree that the AoC Create Board will have an Independent Chair with commitment to, knowledge and understanding of further education and the sector; x) to agree that the AoC Create Board will consist of a maximum of eight Directors; xi) x to approve the revised terms of reference for the Finance and General Purposes Committee; to approve the recommendations proposed by the Charitable Trust at its meeting on 19 February AoC 7/18 Board Membership 1. Board Directors resolved:- i) to appoint Suzanne Duncan, Principal and CEO of East Durham College, to AoC Board as a co-option representing land-based colleges from 9 March March AoC 8/18 ACER and AoSEC 1. The Chief Operating Officer presented a progress report on the development of revised working arrangements between AoC and ACER and AoSEC. Both ACER and AoSEC Boards have now submitted business proposals to AoC for consideration, and satisfactory legal due diligence reports have been received. 2. It is proposed that activities and projects currently being managed by AoSEC and ACER will transfer to AoC on 1 April 2018 and 1 August 2018 respectively. TUPE arrangements will apply to those staff responsible for delivering those activities. Both organisations will then lie dormant for an appropriate period of time whereupon they will be struck off. 3. After due consideration, Board Directors resolved:- i) to note the satisfactory progress towards revised working arrangements with ACER and AoSEC; 3

4 i iv) to note the satisfactory due diligence reports from Eversheds; to delegate authority to the AoC Chair, AoC CEO, AoC Chief Operating Officer, and the Chair of AoC Finance and Resources Committee to review and approve, as appropriate, the business proposals from ACER and AoSEC Boards; to agree that ACER and AoSEC will lie dormant once their respective activities, projects and staff have been transferred to AOC, and will not be used thereafter for any other purposes by AoC; v) to agree that costs associated with delivering ACER and AoSEC existing activities will be taken from their respective reserves. AoC 9/18 Code of Conduct 1. The AoC Chief Executive presented the AoC Board s existing code of conduct for consideration and further endorsement. 2. Board Directors resolved:- i) to endorse the code of conduct and to continue to abide by the obligations therein; to note that the code of conduct will be re-circulated to all staff. AoC 10/18 Group Management Accounts to 31 January Peter Brophy presented members with the management accounts as at 31 January 2018 for AoC Ltd, AoC Create Ltd, AoC Sport Ltd, and AoC Charitable Trust. 2. The consolidated profit and loss account for the AoC Group shows a year-to-date surplus of 793k against the year-to-date budgeted surplus of 721k. A breakeven out-turn continues to be projected for Within these consolidated figures, AoC Ltd shows a surplus of 598k against a year-todate budgeted surplus of 604k. General Reserves have therefore been increased to 2.185m. A surplus of 555k is projected at year-end. 4. Currently, AoC Create shows a net profit before tax and dividend of 88k against a net profit target of 52k. Income is down by about 20% but this has been offset by reductions in fixed costs. The projected out-turn for is a net profit after tax and dividend of 147k against a budget of 143k. 5. AoC Sport currently shows a surplus of 106k against a budgeted surplus of 65k. The year-end prediction for is a surplus of 28k budgeted surplus of 21k. 4

5 Although overall income targets will not be achieved, this has been offset by pay and non-pay savings, 6. AoC s Charitable Trust is performing to expectations, and is still expected to meet its budgeted year-end surplus of 11k. 7. After due consideration, Board Directors resolved:- i) to note AoC Group s overall financial performance as at 31 January 2018; to note the current financial performance and the projected out-turns for each of AoC s subsidiary companies and AoC Charitable Trust; i to approve an additional contribution of 200k to LPFA in March 2018; iv) to agree that the Finance and General Purposes Committee should develop a long-term pension policy for AoC. AoC 11/18 Draft Budgets , , and The Chief Operating Officer presented the proposed , and budgets for AoC Ltd, AoC Create Ltd, AoC Sport and AoC Charitable Trust, and explained the rationale behind the figures. 2. AoC Sport and AoC Create Boards considered and approved their provisional budgets at their meetings on 6 February and 13 February 2018 respectively, while AoC Charitable Trust considered and approved its budget on 19 February The rationale for the proposed income and expenditure figures was explained to the Board, particularly in respect of AoC membership subscriptions, projects income, and a proposed AoC Create dividend of 100k. 4. An allowance of 2% has been built into the salaries budget to cover further adjustments to the staffing establishment, incremental pay rises and a cost-of-living award. 5. AoC Ltd s proposed budget is a surplus of 157k in ; 86k in ; and breakeven in AoC Create s proposed budget in is a net profit for 124k. The dividend to AoC Ltd is 100k. 7. A surplus before tax of 2.5k for AoC Sport is proposed in , subject to continued funding from Sport England and the FA. 8. A surplus of 4.5k in for AoC Charitable Trust is proposed. 5

6 9. After due consideration, Members resolved:- i) to approve the , and budgets for AoC Ltd, AoC Create Ltd, AoC Sport Ltd, and AoC Charitable Trust; to agree the dividend of 100k from AoC Create Ltd to AoC Ltd in AoC 12/18 Risk Register 1. The Company Secretary presented the updated risk register, which has been reformatted to include inherent risk ratings and residual risk ratings assessed after management actions. 2. The Finance and General Purposes Committee considered the risk register at its meeting on 13 February 2018 and raised a concern that a number of risk ratings showed no reduction despite management controls and actions in place. However, a review of the impact of those actions was carried out in February 2018, and progress is such that most risk ratings have been reduced accordingly. 3. The Board considered the management controls in place, and the progress being made in mitigating the risks. It was suggested that the rating for the risk over the implementation of the revised Policy Groups was too optimistic, and should be increased to Medium as their impact had not yet been realised for the sector. 4. It was suggested that an additional risk should added to the register in respect of the recruitment of a new Chair in Members resolved:- i) to approve the updated and reformatted risk register, subject to the risk relating to Policy Groups being rephrased, and the risk rating being increased to Medium ; to agree that an additional risk associated with the recruitment and appoint met of a new Chair should be added to the register. AoC 13/18 General Data Protection Regulation 1. The Company Secretary presented a report on progress being made towards ensuring compliance with the provisions of the General Data Protection Regulation (GDPR). A revised AoC Data Protection Policy was also presented for consideration and approval. 2. Overall progress is satisfactory, and it is expected that the necessary actions will have been implemented by the time the GDPR comes into force on 25 May

7 3. AoC has established a working group of key staff from across the AoC Group to assess current levels of compliance, and to identify gaps and address weaknesses. 4. A data audit has been carried out which has identified that there are appropriate systems and processes in place; albeit that there will have to be some refinements made ahead of the GDPR implementation. 5. In particular, procedures and staff protocols for data storage and security are being improved. 6. Privacy Notices for AoC data subjects are being drafted currently, and security arrangements with AoC s IT service provider are being reviewed. 7. Board Directors resolved:- i) to note the satisfactory progress being made towards compliance with the GDPR; to approve the revised data protection policy. AoC 14/18 Draft Minutes of Meetings The Board received the following draft minutes:- AoC Sport Ltd Board meeting held 6 February 2018 The Chair of AoC Sport provided an update on recent key developments. The strategic and operational relationships with the Football Association are particularly strong, and its funding is critical in supporting football participation in colleges. Two new Directors have recently been appointed; Kate Webb, Principal and CEO of Windsor Forest Colleges Group; and Parveen Rai, Independent Director. The National Championships take place on 20 and 21 April, and are being proceeded by the National Policy Forum on 19 April. Board Directors are invited to attend the event. In order to comply with a particular provision within the Code for Sport Governance, AoC Sport is required to amend its Articles of Association to state that when a director has completed their maximum term, at least four years must elapse before they can be eligible to stand as a director for that organisation again. AoC is the authorising body able to make such an amendment and AoC Board Directors resolved to approve the amendment with immediate effect. AoC Create Ltd Board meeting held on 13 February

8 The Chair of AoC Create reported that the company continues to operate within a very competitive environment. Sales income has decreased, although this has been offset by pay and non-pay savings. Non-financial KPIs and satisfaction rate targets are currently being met. Finance and General Purposes Committee meeting held on 13 February The Chair of the Finance and General Purposes Committee confirmed the discussions that had taken place on the management accounts, and the threeyear budgets. Charitable Trust Board meeting held on 19 February The Chair of the Charitable Trust confirmed the issues that had been discussed and agreed earlier at the Board meeting. AoC 15/18 Any Other Business Board Directors noted that Meredydd David would be stepping down from the Board due to his forthcoming retirement, and extended their thanks and appreciation for his positive contributions and hard work in supporting AoC. AoC 16/18 Dates of the next meetings The dates and times of the next meetings were confirmed as follows:- Wednesday, 27 June 2018, 9.30am Wednesday, 3 October 2018, 9.30am Wednesday, 5 December 2018, 9.30am Jim Edwards, AoC Company Secretary 8