Greenwich Community College Corporation Corporation Minutes of the Meeting held on Tuesday 20 October 2015 at 18.00, Plumstead Campus Members Present Richard Bourne (Acting Chair) Lindsey Noble (Interim Principal) Tim Feast Chris Pataky Katherine Bevan Stacy Bailey Donna Notcutt (Staff Governor) Cllr Sizwe James (from item 2) Neil Wilson (from item 2) Katherine Hensby (from item 4) Cllr Stephen Brain (from item 4) In Attendance Martin Penny (Interim VP, Finance and Corporate Services) Roger Dawe (Chair, Bromley College)(items 5 and 6 only) Sam Parrett (Principal, Bromley College)(items 5 and 6 only) Frank Toop (Chair, Audit Committee, Bromley College)(items 5 and 6 only) Victor Olowe (Interim Clerk to the Corporation) Attendance at the meeting: 92%. The Chair welcomed everyone to the meeting and noted that the recently elected Student Governors would be welcome to their first meeting as Governors at the next Corporation meeting on 24 November 2015. 01 Apologies for Absence Dennis Francis was absent without apologies. 02 Declarations of Interest Cllr Sizwe James declared an interest in relation to Royal Borough of Greenwich employment and skills matters. No other declarations of interest were received in relation to matters on the agenda under Clause 11(2) of the Instrument of Government and paragraphs 6.3. 6.4 & 6.5 of the Code of Conduct for Members. 03 Minutes RESOLVED: that the minutes of the meeting held on 22 September 2015 be approved as a correct record and be signed by the Chair subject to two minor 1 P a g e
amendments. 04 Matters Arising Monitoring Actions Governors raised a concern that a list of outstanding actions was not presented to the meeting for scrutiny. It was agreed that a list of outstanding actions should be presented to future meetings with effect from the meeting on 24 November 2015. (ACTION: The Clerk) Discontinued Courses The Principal advised the Corporation of the decision to discontinue proposed Electrical and Plumbing courses due to the inability to recruit sufficient teachers. The Principal explained that 60 students had been recruited to those courses and that discussions are underway with Bromley College and Lewisham College to explore the possibility of finding alternative and appropriate courses for those students affected. The Principal indicated that an update would be provided at the next meeting. (ACTION: LN) The Principal confirmed that the relevant College Performance Indicators to be considered later in the meeting had been adjusted accordingly to exclude those students. The Principal added that the current profile of the College makes it difficult to recruit the right teachers. Furthermore, the Principal indicated that the challenge of finding the right teachers is likely to continue particularly in view of intense competition for good teachers in London. Diversity The Principal mentioned the forthcoming College event to celebrate the diversity of learning opportunities and the associated benefits and invitations to Governors would be issued shortly. (ACTION: LN) SAR Update The Principal confirmed that work is underway to complete the SAR for 2014/15 and it is not anticipated that the completed SAR would be substantially different from the draft SAR considered at the Corporation meeting on 22 September 2015. The Principal indicated that the completed SAR for 2014/15 will be presented at the next Corporation meeting on 24 November 2015. (ACTION: LN) 2 P a g e
Eltham Centre Governors queried the current position with regard to mothballing the Eltham Centre. The Principal mentioned that students on the Sports courses will transfer to Bromley College on 9 November 2015, whilst students on the Travel and Tourism courses will be transferred to the Plumstead site on 2 November 2015 and the ACL students will remain at the Eltham Centre until the end of December 2015. The Principal reiterated the rationale for mothballing the Eltham Centre which was endorsed by Bromley College and that the resulting costs savings are necessary in view of the College s projected income. The Principal indicated that the students have been notified of the change and some students have expressed concern about the transfer particularly to the Plumstead site. Governors queried whether there are plans to sublease the Eltham Centre and the Principal confirmed that discussions are ongoing between Bromley College s Principal and relevant stakeholders. The adequacy of communication to some staff impacted by the mothballing of the Eltham Centre was discussed and the Principal assured the Corporation that communication would be enhanced to all the relevant staff. (ACTION: LN) Bank Mandate The Interim VP, Finance and Corporate Services indicated that an update with regard to bank mandates will be presented at the next Corporation meeting on 24 November 2015 and apologised for not presenting the information at this meeting as previously agreed. (ACTION: MP) 05 Update on the merger with Bromley College The Chair welcomed Roger Dawe, Sam Parrett and Frank Toop to the meeting. The Chair provided an update following the Corporation meeting on 22 September 2015 particularly the current context with regard to the merger process. The Chair invited all the attendees from Bromley College to share any relevant key observations with regard to merger process as follows: Sam Parrett (SP) indicated that the process is progressing as planned and a comprehensive due diligence report was commissioned in September 2015 and it is anticipated that the report should be completed by the end of 3 P a g e
October 2015. SP highlighted the collaborative approach adopted to date and that some issues arising from the due diligence process has been addressed. SP also highlighted the collaborative approach with regard to the curriculum including identifying opportunities where Bromley College can provide support to colleagues at GCC where appropriate and to date there have been positive joint decisions to enhance provision for learners. SP mentioned that the process to date has been positive and collaborative with a strategic focus on revitalising the offer for 16-18 students; Roger Dawe (RD) confirmed that the Corporation of Bromley College is very enthusiastic about the merger and it unanimously endorsed the proposed merger with effect from 1 January 2016 and if necessary through the federated option. RD highlighted the key stumbling blocks to the proposed merger date on 1 January 2016, namely liabilities with regard to pensions and the SFA claw back and the limited support from the SFA to date to swiftly address these issues. RD recognised that resolution of these key issues is out of the control of both Bromley College and GCC; Frank Toop (FT) shared his experience of the merger between Orpington College and Bromley College as a former Governor on the Corporation of Orpington College. FT indicated that although the merger was a few years ago, a key success factor was the shared focus by both colleges to achieve the right outcomes for the learners and staff. FT explained that the collaborative working at both Corporation and management levels was critical to the smooth implementation of the merger including having three governors from Orpington College joining the Bromley College Corporation as soon as possible. In the course of the discussion the following points were made: Critical Success Factors The main challenge in the merger between Bromley College and Orpington College was the integration of systems and it was considered that Bromley College s prior experience of a merger coupled with a cursory assessment of compatibility of systems to date may suggest that it may be relatively less of challenge in the proposed merger; The proposed Advisory Board was not deemed a necessary option for the merger between Bromley College and Orpington College because both colleges were in the same borough and there were existing arrangements to harness the voice of the shared local community. However, as GCC is in a different borough (Greenwich) which has an ambitious economic development agenda for the future, it is appropriate to have an Advisory Board to demonstrate local accountability and to retain a strong local voice that is responsive to the local community; 4 P a g e
Strong consensus that it is critical to ensure that the right messages are communicated with regard to the proposed merger to all stakeholders particularly the staff at GCC. This was considered critical to ensure that a partnership approach is adopted by staff in both colleges in order to realise the synergies from their respective strengths; Key Stumbling Blocks The Chair reiterated the key stumbling blocks that could delay the merger taking effect from 1 January 2016, namely the incompatibility of the pensions of the two colleges and SFA s impending claw back from GGC. The Chair recognised that the resolution of these issues prior to the merger was critical to avoid adverse implications for Bromley College and expressed strong concern that the response to date from the relevant government departments and agencies to these issues has been relatively slow. The Chair proposed that he would seek an urgent meeting with the Minister, Nick Boles to be accompanied by Roger Dawe and the relevant MP s in order to accelerate the resolution of the current stumbling blocks; Governors from both colleges expressed mixed views about the effectiveness of a proposed meeting with the Minister but considered it was appropriate to proceed with the proposal alongside a fallback plan in the event that it is not successful; Governors queried the extent to which the pension related issues with regard to the proposed merger would also be relevant to other colleges that may decide to merge in the near future particularly arising from the area based reviews and it seemed to be in the best interests of the relevant government departments and agencies to develop a structured approach as soon as possible to underpin the smooth implementation of the relevant public policy; Governors queried the cash flow implications of implementing a proposed federated model with effect from 1 January 2016 ahead of the proposed revised merger date of 1 August 2016. The Chair explained that the proposed federated model would have a smaller Corporation mainly of GCC Governors but the senior management of the College would be outsourced to Bromley College. The Interim VP, Finance and Corporate Services confirmed that the GCC Corporation retains its responsibility for the College s finances including financial liability under a federated model. SP highlighted that one of the intended benefits of the proposed federated model is to enable work to commence to put the College in the right financial position as quickly as possible underpinned by the swift removal of interim management costs; Governors noted the advice received from two law firms with regard to the proposed implications of the federated model and the Chair indicated that he was minded to amend the draft resolution provided by the lawyers. 5 P a g e
RESOLVED: To defer the determination on this issue until later in the meeting. 06 Case Conference The Chair reiterated the observations from the discussions under Item 5 particularly that the relevant funding agencies appear dilatory with regard to the key stumbling blocks to the proposed merger with effect from 1 January 2016. Governors expressed concern that the relevant funding agencies are not taking a proactive approach to resolve the current key issues and urged that all necessary steps should be taken to enhance their engagement in order to facilitate the swift implementation of the merger. The Principal reminded the Corporation that the College will remain in Administered Status under the proposed federated model until the end of the academic year and there would be ongoing dialogue with the funding agencies as case conferences would continue including representatives from Bromley College in their capacity as the Senior Leadership Team (SLT) of GCC. RESOLVED: that the update from the case conference be noted. The Chair thanked Roger Dawe, Sam Parrett and Frank Toop for their attendance and they left the meeting. 07 Management Accounts The Interim VP, Finance and Corporate Services introduced the paper which outlined the management accounts for the period 1 August 2015 to 30 September 2015 covering the academic year from 1 August 2015 to 31 July 2016. In particular, the key variances were highlighted and the underlying reasons. The Interim VP, Finance and Corporate Services highlighted the following key points: Projected outturn is 42k better that the projected deficit in August 2015; Projected decrease in full year income is based on fewer students than forecasted arising from the closure of Plumbing and Engineering courses in early October; Projected decrease in full year costs follows review of part time hourly staffing requirements and a forecast decrease in the cost of interim management; Recruitment for ASB funded adult learners is likely to stop for this academic year as the College is likely to have achieved its funding target. 6 P a g e
In the course of the discussion the following points were made: Governors queried whether there is any benefit to continue recruitment of adult learners and the Interim VP, Finance and Corporate Services explained that the College can meet its adult funding obligations and that over delivery in this area is not particularly beneficial; Governors queried the variance with regard to the collection of home tuition fees and 24+ loan income. The Interim VP, Finance and Corporate Services indicated that the expected loss of students will result in the reduction of home tuition fee income and also 24+ loan income as those particular students accounted for circa 120k of total fee income across these two areas. RESOLVED: that the management accounts for the period 1 August to 30 September 2015 be noted. 08 Merger Key Implications Following the discussions under Item 5, the Corporation discussed the key implications. In the course of the discussion the following points were made: Governors queried whether in light of the key stumbling blocks discussed whether the proposed merger date of 1 August 2016 is feasible. The Interim VP, Finance and Corporate Services acknowledged that until the Corporation dissolves the College and unless the proposed merger partner accepts the liabilities of the College that the merger will not happen; Governors concluded that on balance that it was appropriate to note their concern with regard to the level of the support received from the SFA to date with regard to the proposed merger and hoped for accelerated support in the near future; Governors expressed concern that it was unclear how the financial liability from the SFA claw back would be addressed under the federated model. The Interim VP, Finance and Corporate Services tabled an updated cash flow forecast for 2015/16 outlining a number of scenarios (underpinned by key assumptions) highlighting the likely positive implications of adopting a federated model with effect from 1 January 2016. In particular, the maximum savings scenario underpinned by the key assumptions of the reduction of interim management costs under a federated model and the phased SFA clawback could potentially avert the cash flow cliff as previously projected; 7 P a g e
Governors noted the governance implications of adopting a federated model and that work is to be undertaken through the Search and Governance Committee to finalise the terms of reference for the Advisory Board, the approach to be adopted to put in place a new GCC Board including a new Chair and the appropriate arrangements for an independent clerk. (ACTION: KH) As proposed by Cllr Stephen Brain and seconded by Cllr Sizwe James, the Corporation unanimously: RESOLVED: 1. That Bromley and GCC shall use their best endeavours to merge with effect from 1 January 2016 and if that is not possible, Bromley and GCC should proceed with the proposed merger in two stages as follows: a. by agreeing and entering into a collaborative Federation Agreement, as soon as possible, to have effect from the agreed date of 1 January 2016 (including arrangements for appropriate facilitating constitutional changes within GCC) under which Bromley will assume substantive management responsibility for GCC and in the process undertake preparatory work towards formal merger, while the two Governing Bodies finalise merger arrangements and the required transfer of undertaking agreement; and b. formal merger, on the terms and conditions of the agreed transfer, with effect no later than the agreed date of 1 August 2016. 09 College Performance Indicators The Principal introduced the paper for discussion which outlined the latest report (September 2015) on the College Performance Indicators (CPI). The Principal provided a detailed commentary on key aspects of the CPI highlighting the following key points: Current recruitment figures for 16 18 FE students stands at 367 which is disappointing but it may increase to about 400 as additional recruitment usually occurs during the academic year. This is a key area of development for the College for the future; 8 P a g e
Current recruitment for 19+FE students is in line with the full year target; Current recruitment for 16-18 apprenticeships is lower than forecasted but optimistic that the full year target remains achievable; Confirmed targets for the 2015/16 academic year and a revised update to the final success rates for 2014/15 with a slight improvement for 16-18 students to 65% from 60%; Current difficulties with the reliability of the attendance data and ongoing work is being undertaken to address this issue. In the course of the discussion the following points were made: Governors noted the recent media coverage and queried whether the College is using social medial effectively. The Principal explained that a new marketing manager will be joining the College shortly and it is anticipated that the approach to social media would be enhanced to ensure its key positive messages (such as strong work ethic and strong focus on achievement) are communicated effectively to the target audiences. Governors welcome the proposed approach and suggested that it should be underpinned by micro targeting of diverse student segments. RESOLVED: that the College Performance Indicators (CPI) be noted. 10 The Greenwich Community College Trust The Interim VP, Finance and Corporate Services explained that the trust was formed in 2011 and registered with HMRC in 2013 for tax purposes but it was not set up as a charity. He indicated that it was necessary for the trust to be properly set up as a charity because of the public benefit that it offers to learners in Greenwich. He confirmed that the trust would be a standalone charity that is outside the scope of the proposed merger and federated model. RESOLVED: 1. That the trust be set up as a charity as proposed. (ACTION: MP) 2. That the Search and Governance Committee should propose the relevant trustees for the charity to the Corporation for approval. (ACTION: KH) 11 Financial Statements and Regularity Audits Update 9 P a g e
The Interim VP, Finance and Corporate Services provided an update from the recent audits and he indicated that there were no major issues of concern arising from the audits. However, he highlighted that there would be a disclosure in the notes of the financial statements of non- contractual payments to a former member of staff. The Interim VP, Finance and Corporate Services also reported that an unexpected audit from the Home Office with regard to Tier 4 students took place during the financial audits and the feedback from the process was positive. Governors noted that the due diligence report with regard to the proposed merger would be presented at the next Corporation meeting and queried the currency of the report in light of a possible revised merger date. The Interim VP, Finance and Corporate Services explained that the proposed report would be broadly relevant to imminent decisions at the time of report. RESOLVED: that the update on the financial audits be noted and that the due diligence report would be presented to the next Corporation meeting. (ACTION: MP) 12 Any other Business Next Audit Committee Meeting Stacy Bailey asked the Corporation to consider if there is any necessary work it wishes the Audit Committee to undertake in light of the federated model. Awards Event The Chair highlighted the forthcoming awards event for students on 19 November 2015 at 6.00pm and encouraged Governors to attend where possible. There was no further business and the meeting ended at 20.40. 13 Date of the Next Meeting 24 November 2015 at 6.00pm 14 Confidential Matters College staff and student governors withdrew from the meeting unless 10 P a g e
exempted by the Corporation. A record of the discussion to be tabled at the next confidential meeting. Signed Chair, Greenwich Community College Corporation Date: Author Victor Olowe Title Interim Clerk to the Corporation Date 05 November 2015 Version History v1.0 28/10/2015 v2.0 05/11/2015 v3.0 File Ref: 11 P a g e