NATIONAL MUSEUMS LIVERPOOL BOARD OF TRUSTEES 11 December 2013, 2.00pm (Maritime Museum) PRESENT: Professor Phil Redmond (Chair), Dr Clive Elphick, Deborah Shackleton, Sir Robert Crawford, Dr Nicola Thorp, Philip Price, Norman Kurland, Carmel Booth, Laura Carstensen, Andy McCluskey, Nisha Katona, Professor John Ashton and Joe Godwin In Attendance Staff Dr David Fleming, Amy de Joia, Claire Harvey, Carol Rogers, Maxine Carden, Ann Monk and Sharon Granville 1. Introductions and Apologies for Absence There were apologies for absence from Tony McGuirk and Neil Scales. 2. Declarations of Interest The Chair invited members to indicate whether they had any conflicting or prejudicial interests within the items of business set out below and besides the standard Register of Interest for Trustees, no additional declarations were made. 3. Minutes of the last meeting The minutes of the meeting of the Board of Trustees of 25 September 2013 were approved for signing as a correct record of proceedings. 4 Chairman s Introduction and Overview Report The Chair provided a verbal update on recent and forthcoming meetings and matters of interest, noting in particular; a) the Chairman, in discussion with Ed Vaizey, has agreed that the use of an external consultant, be postponed until Trustees have agreed, possibly following the proposed Away Day, what the future of NML will be, what its aims are, and how they will be achieved; 1
b) the Chairman has agreed with Ed Vaizey for him to visit NML early in 2014; the verbal update be noted. 5. Management Overview The Board considered the report updating the Trustees on the current position on a range of topics of interest to the Trustees not otherwise covered by agenda items, noting in particular; a) visitor figures for April - October 2013 reached 1,767,576. This is a 22% drop on the figure reached in the same period last year, and a 14% drop on the same period in 2011/12. This is due to a combination of reduced exhibition activity, fewer events, and thinner marketing, due to the reduction in budgets in these areas as a consequence of reduced funding; b) EXEMPTED MATERIAL: The details of this item of business have been removed from this version of the minutes because they relate to the effective conduct of public affairs that might be prejudiced by disclosure; c) the online shop has seen a great increase in sales and the continued expansion of this area is seen as a huge commercial opportunity; d) the donation by the Director of the bonus element of his pay award for 2013; and e) EXEMPTED MATERIAL: The details of this item of business have been removed from this version of the minutes because they relate to the effective conduct of public affairs that might be prejudiced by disclosure. 1) the report be noted; 2) EXEMPTED MATERIAL: The details of this item of business have been removed from this version of the minutes because they relate to the effective conduct of public affairs that might be prejudiced by disclosure; 3) EXEMPTED MATERIAL: The details of this item of business have been removed from this version of the minutes because they relate to the effective conduct of public affairs that might be prejudiced by disclosure; 4) Trustees agree that NML should be promoting its important international human rights work more widely; and 2
5) Trustees ask that the venue for the Turner exhibition be reconsidered and possible avenues for funding/sponsorship of the exhibition be explored, to enable it to move to the Walker, or perhaps a suitable external venue. 6 Committee Proceedings The Board considered the proceedings of the various Committees which have taken place since the last Board of Trustees meeting on 8 May 2013 a) the proceedings of the Audit Committee meeting of 9 October and 20 November 2013. 1) the proceedings be noted; and 2) a dedicated Trustee discussion on the strategy for the management of the estate be a possible item for discussion at the forthcoming Trustee Away Day. b) the proceedings of the Finance Committee meeting of 19 September and 20 November 2013. 1) the proceedings of the 19 September be noted; and 2) the proceedings of the 20 November be retracted for review by the Committee Chair. c) the proceedings of the NML Trading Ltd Board of Directors meeting of 10 September and 20 November 2013. the proceedings be noted. 7 Items Accessioned since the last Board of Trustees meeting on 25 September 2013 The Board considered a report of the various Registrars listing acquisitions made, and gifts accepted, in exercise of delegated powers in the period since the last meeting of the Board on 25 September 2013. the report be noted. 8 Loans Agreed since the last Board of Trustees meeting on 25 September 2013 The Board considered a report of the various Registrars listing loan 3
arrangements entered into since the last meeting of the Board on 25 September 2013, noting that NML are entering into fewer loan agreements now, due to more limited resources and are seeking reciprocal loans, and/or charging to recover costs incurred, where appropriate. Each loan request is looked at on an individual basis and action agreed by the Executive Team, noting; a) Trustees query regarding the loan of JMW Turner works when we are planning a Turner exhibition in 2014. Trustees were assured that our planned Turner is being seen as a pilot exhibition for a much larger Turner exhibition, possibly with a charging element in the future. The 2014 exhibition is being held at the Lady Lever as part of the centenary year celebrations, and to promote Wirral cultural offerings for the International Business Festival in the Summer in Liverpool; and b) discussions are taking place to try to raise the profile of the John Moores Painting Prize, especially with regard to media interest, and in light of recent sponsorship attached to the competition. the report be noted. 9 NML Dashboard, Legal Register, HR Dashboard, and Health & Safety Statistics The Board considered the latest version of the NML Dashboard, Legal Register, the HR Dashboard, and health and safety statistics for the organisation, noting that, though NML complies with all health and safety legislation and guidance, there remains an onus on our visitors to behave in a sensible and appropriate manner to protect themselves from avoidable incidents. 1) the reports be noted; and 2) the Board are satisfied that they have discharged their statutory obligations in respect of Health and Safety management. 10 Museum of Liverpool Legal Issues Update EXEMPTED MATERIAL: The details of this item of business have been removed from this version of the minutes because they relate to the effective conduct of public affairs that might be prejudiced by disclosure. 11 Proposal to Make a Grant to the NML Foundation EXEMPTED MATERIAL: The details of this item of business have been removed from this version of the minutes because they relate to the effective conduct of public affairs that might be prejudiced by disclosure. 4
12 Merseyside Historic Environment Record Transfer The Board considered a report updating them on the transfer of the Merseyside Historic Environment Record (MHER) to Merseyside Archaeological Advisory Service (MEAS), noting that; a) the Board approved in principle the transfer of the Merseyside Historic Environment Record to Merseyside Archaeological Advisory Service at the Board meeting on 7 December 2010; b) acting on that decision the Museum of Liverpool team have worked with various stakeholders to negotiate a positive future for the MHER, and a transfer agreement has been drafted; and c) the proposed arrangement with MEAS implements the decision of the Board in 2010, and will enable the resource of the MHER to be used to its best advantage. the report be noted. 13 Associate Trustee for Audit Committee The Board were updated on the recent action to recruit an Associate Trustee to the Audit Committee to help strengthen the expertise and knowledge of that Committee, noting that; a) a suitably qualified candidate had been approached by both the Chair of Finance and Chair of Audit Committees, and the Chairman had then been asked to discuss the role with the candidate; and b) the CV of the proposed Associate Trustee was available for Trustees. 1) the update be noted; and 2) the Board approves the appointment of Dominic Appleton as Associate Trustee to the Audit Committee. 14 Making Choices EXEMPTED MATERIAL: The details of this item of business have been removed from this version of the minutes because they relate to the effective conduct of public affairs that might be prejudiced by disclosure. 15 Outward Loans Policy The Board considered a report apprising them of proposals to revise the 5
existing Outward Loans Policy, to allow for the introduction of charging, in relation to certain categories of loan, noting that; a) in common with most large publicly-funded museum organisations, NML has not traditionally charged for the loan of artworks to other organisations; b) some elements of cost are currently recouped transport, insurance, courier expenses, conservation work etc. But some costs, for example staff time, have usually been absorbed by NML. There have been exceptions to this, and charges have been made, as loans are assessed on a case-by-case basis. The instances of charging are increasing; c) NML is under pressure to increase earned income and the current practice, based on the existing policy, does not now reflect the organisation s imperatives; d) careful consideration has been given to the types of institution making requests for loans from the collections. There are instances where we have successfully negotiated a reciprocal loan of master works from the lending institution to NML. Where this type of arrangement is successful each lending institution may waive their respective charges; and e) a charging scheme has been drawn up to reflect the different types of institution and arrangements, into which, in our experience, most loan requests fall. 1) the report be noted; and 2) Trustees approve the change in policy and the implementation of the charging scheme for all new loans agreed after 1 January 2014. 16 Forward Financial Planning EXEMPTED MATERIAL: The details of this item of business have been removed from this version of the minutes because they relate to the effective conduct of public affairs that might be prejudiced by disclosure. 17 Voted Loans The Board considered a report advising them of a new process available to the organisation, via DCMS, offering the ability to apply for voted loans, noting that; a) guidance regarding Voted Loans, as outlined in the museum freedoms press release, has been sent out with very tight timelines to respond to - deadlines for submission of bids for 6
2013/14 and 2014/15 financial years were due on 29 November and late December respectively; b) the Executive Team have been considering whether there are any viable options which are or could be at a sufficient stage of development to submit into this process before the end of December; c) we have written to the DCMS to advise that we do not yet have any projects at a sufficient level of detail and evaluation to submit to this process in the timetable given. Also that the process, at the time of writing, had yet to be discussed with the Board; and d) within the guidance, the length of term, or interest rate applicable, to any loan agreement, is not clear. 1) the report be noted; and; 2) Trustees fell that, due to the uncertainty of funding going forward, it would be unwise to commit to any loan arrangement at this time 18 Trustee Away Day Trustees discussed the planning of an Away Day to look at the strategic direction going forward for the organisation, that would be held early in 2014, noting that; a) the Away Day would be used to focus on short, medium, and long term, planning, with the intention to explore ideas between the day and the May Board meeting, and have some agreed action before Summer; and b) close dialogue would continue with DCMS and ministers as to discussions at and after the Away Day 1) a date for the Away Day be set as soon as possible for early 2014; and 2) Trustees to send through ideas for income generation/fundraising to the Chairman, prior to the day. 19 Capital Works Procurement The Board considered a report apprising them of procurements required for capital works in line with the Financial Guidance Note FGN002, noting that; a) in the absence of a Capital Programme Committee it is necessary 7
to bring the following procurement processes to Trustees attention in line with NML s Financial Guidance procedures (FGN002) which requires that: The Board of Trustees shall be consulted prior to the invitation of tenders for building and civil engineering works estimated to be in excess of 50,000 and for the supply of goods and services if greater than 100,000; b) in order to meet the deadline for the submission of the LLAG HLF Stage 2 bid for the South End Development works, it is necessary to advance the procurement of the architectural and QS appointments; and c) the Pilotage building is to be brought into use as staff accommodation and therefore allow the use of the Dock Traffic Office, where staff are currently located, for commercial use and public events. Tender returns have been received and ranged from 542-594k, and it is intended to proceed with appointing the lowest bidder to complete the building works. It was agreed that lift refurbishment works of 40K (cost common to all bids) should be added to the contract. 1) the report be noted; 2) the Board approves the procurement of the architectural and QS services for the HLF Stage 2 bid for the LLAG South End Development works; and 3) the Board approves the appointment of W H Snow as the contractor for the Pilotage building works. 20 Capital Programme Committee Trustees were apprised of the intention to reinstate the Capital Programme Committee to oversee capital projects, and subsume within this the Museum of Liverpool Project Monitoring Committee, to consider outstanding issues relating to the Museum of Liverpool project. 1) the membership of the Committee be considered by the Chairman; and 2) any proposed Trustee recruitment campaigns seek to find suitable Trustee candidates with building/development sector knowledge and experience to assist the Board and to be on this Committee. 21 Risk Management Policy Amendments The Board considered a report apprising them of some minor changes to be made to the Risk matrix and Risk Management Policy in order to bring 8
the systems and processes into line, noting that; a) the Risk network system was not aligned properly to the Risk Management Policy when set up, but has recently been brought into line and the latest reports to Audit Committee reflect these changes; and b) the proposed changes to the Risk Management Policy, to reflect the above, and a minor change to the agreed practice of reporting to the Audit Committee, have been considered by the Audit Committee and approved for recommendation to the Board for final approval 1) the report be noted; and 2) the Board approves the updates submitted and the re-issuing of the revised Risk Management Policy. 22 Any Other Business There were no matters discussed under this agenda item. 23 Date and time of next meeting The next meeting will be held on Tuesday 11 February 2014 at 2.00pm, venue to be advised. ---------------------- CHAIRMAN 9