KENSINGTON & CHELSEA COLLEGE OF FURTHER EDUCATION UNCONFIRMED MINUTES OF THE CORPORATION MEETING HELD 19 MARCH 2018 PRESENT: Mary Curnock Cook (Chair and External Governor) Ian Valvona (External Governor) Tom Woolf (External Governor) Alison McArthur (External Governor) Michael Doolan (Staff Governor) James Harris (Staff Governor) Andy Cole (Principal) - Via Skype IN ATTENDANCE: Jon Allen (Clerk) Helen Drewery Vice Principal Curriculum Susanne Davies Interim Vice Principal Quality Stuart Barlow Interim Quality Manager Anna Fitch Interim Director of Finance Steve Hutchinson Deputy FE Commissioner & Observer. The meeting commenced at 17.20 1. Introductions, Apologies & Quoracy The Chair welcomed Andy Cole and James Harris to their first meeting. Andy Cole attended the meeting via Skype but due to sound difficulties, the Skype connection was aborted and therefore Andy was not in attendance from agenda item 9 onwards. Apologies were received from Peter Hay (External Governor), Hawra Mohamed (Student Governor), and Sylvia Karefa-Smart (Interim Director of HR). The absence of the other student governor was noted. The Clerk confirmed the meeting was quorate. 2. Declarations of Interest There were no declared interests against any of the agenda items. 3. Minutes It was RESOLVED to approve the minutes of the Board meeting held 05 February 2018, subject to minute 2 to be amended to read: The Chair confirmed that Steve Hutchinson was a Deputy FE Commissioner and that he, or his colleague, Teresa Kelly, would be attending all Board meetings as an observer. 4. Summary Action List & Matters Arising The summary action list was received and the following updates on all outstanding action points were noted: 1
MIN REF ACTION PROGRESS UPDATE 1 Policies: At the December Board meeting three policies were approved that were joint policies for KCC and EHWLC. As the merger is no longer progressing the three policies have been amended to apply just to KCC. The three policies - Safeguarding Policy, Health & Safety Policy, and Equality & Diversity Policy - were received for Board approval 2 Prevent/Safeguarding: To circulate to governors the slides from the presentations/training on Prevent and safeguarding. 8 Governor Vacancies: To re-advertise the vacancies on the College website and to arrange interviews at a later date with the Search Committee. It was also noted the ESFA may nominate individuals to become governors. It was RESOLVED to approve the revised policies These were circulated and this action point completed. Later agenda item The Interim Vice Principal Quality confirmed that she has yet to confirm through the Clerk the date for the Ofsted preparation training that is to be made available to all governors. 5. Principal Appointment The appointment of the Principal, Mr Andy Cole, was officially confirmed for recording in the minutes. The Chair welcomed Andy to the College. 6. Membership Update (i) Vice Chair Appointment Following the agreed nomination process confirmed in the Standing Orders, one nomination was received. It was RESOLVED to appoint Mr Ian Valvona to be the Vice Chair of the Corporation. (ii) Support Staff Governor Appointment Following the nomination and election process confirmed in the Standing Orders, it was RESOLVED to record in the minutes the appointment of Mr James Harris to be the support staff governor for the period 19 March 2018 to 18 March 2022. (iii) Governor Resignations The resignations from the Board of Mr Peter Hay, Mr David Adams, and Ms Suzanna Rennie were noted for recording in the minutes. The Chair placed on record sincere thanks to all three for their contributions, and in particular, to both David Adams and Peter Hay, who were long serving governors. 2
(iv) Governor Appointments Following interviews conducted with the Search Committee on 16 March 2018 and 19 March 2018, and based on the recommendations from the Search Committee, it was RESOLVED to approve the following to serve as Governors of the College: Mr Peter Flew for the period 1 April 2018 to 31 March 2022 Mr Joe Batty for the period 1 April 2018 to 31 March 2022 Ms Lizzie Cho for the period 1 April 2018 to 31 March 2022 Mr John Anderson for the period 1 April 2018 to 31 March 2022 It was AGREED for the Chair and Clerk to confirm Committee membership and to inform Governors accordingly. (v) Determination The current skills gap of not having a member with appropriate secondary school expertise was noted, and the Chair confirmed approaches have been made to seek nominations to fill this skills gap. As there are currently no vacancies with today s appointments confirmed, it was RESOLVED to increase the Determination of Board membership from the current 13 to 14, with there now being 9 external governors. 7. Principal s Report It was agreed to defer this agenda to later in the meeting when hopefully the Skype sound connection with the Principal would be fixed. 8. Chair s Business The Chair confirmed her business is addressed through the agenda items and that she has two matters that she would raise under the agenda item Any Other Business. (At this point in the meeting it was agreed that due to no sound, to abort the Skype connection with the Principal. The Clerk confirmed the meeting was still quorate with five governors in attendance). 8. Community Engagement Group (CEG) The report authored by Barbara Holm, National Leader of Governance (NLG) was received and introduced by the Chair. The report summarised the work undertaken through the NLG programme provided to the College through the Association of Colleges, and the actions identified to progress the work on developing effective community engagement. The report proposed the formation of the following two groups: (i) A Consultation Group - focussed on local consultation in respect of the work of the FE Commissioner into the future of the college/merger/alternative organisational frameworks. (ii) A Community Development Group - focussed on developing collaborative and partnership working locally. This forum will focus on informing the programme planning process to ensure that programmes meet local need, identify ways in which the college can better support the work of the local community and voluntary sector and develop the role of the college as a community hub. The Consultation Group would be time limited but the Community Development Group 3
would be a permanent group. The Board welcomed the proposal and it was RESOLVED to approve the formation of both Groups. In terms of the next steps, the following actions were confirmed: Develop operating frameworks for each group. Approve the resourcing of the work to establish the groups and the on-going development of community partnership and collaboration. Incorporate community engagement and partnership working into strategic planning. Embed the commitment to community engagement and partnership into the general ethos and work of the college. It was noted that building strong and effective community relationships takes time. It is an investment that will need to be maintained and embedded into the wider work and ethos of the college. The Chair also thanked Alison McArthur for her assistance and advice in developing these proposals. 9. FE Commissioner Led Strategic Prospects Appraisal (SPA) The Deputy Commissioner in attendance reported to the meeting that the FEC team had conducted a soft testing of what interest might be around from FE colleges to be a strategic partner for the College. This soft testing focused on making contact with FE colleges in the Central Area Review area and the West Area Review area. The Deputy Commissioner gave feedback to the Board on the interest shown from this soft testing and confirmed a number of follow-up meetings have been arranged to hold initial discussions. The Chair reported that at one of the governor interviews held today, the participant being interviewed made reference to a rumour circulating in the local community that the appointment of Andy Cole, previously the Principal of the College of North West London College, means that it is a done deal for the College to merge with the United Colleges Group that was formed with the merger of the College of North West London and the City of Westminster College. The Chair made it clear that this was not the case and stated that the College needs to communicate the latest information on the FE Commissioner led SPA process to the community as a matter of priority. The Deputy FE Commissioner informed the meeting that the soft testing also included making initial approaches with non FE College organisations and some interesting initial responses have been received. The Deputy Commissioner asked if the Board had an appetitive to extend the list to include national organisations outside of the London area. It was AGREED by the Board that a local solution remains the priority. Tabled at the meeting was an indicative timetable covering the SPA process. A SPA Steering Group is required to be set up and for this Group to meet three times. The proposed timetable enables the work of each of the three required meetings to report into the existing timetable of Board meetings (May, June and July). The aim is for the SPA process to be concluded with a recommendation coming from the Steering Group on the preferred strategic partner to be put to the July Board meeting for consideration and approval. It was confirmed the timeframe has been extended to enable consultation to take place on the future strategic direction/positioning of the College. The local community has to be fully engaged in both elements of the SPA process, these being on the key 4
principles for the future of the College and on the process to identify a preferred strategic partner. It was confirmed that membership of the SPA Steering Group would involve three or four governors. As it is important to engage the newly appointed governors in the SPA process, especially the two appointments from within the local community, it was AGREED to arrange an extra Board meeting to take place on Monday 30 April 2018, and at this meeting, to agree the membership of the SPA Steering Group. The Chair suggested that setting a vision for the College now before the identification of the preferred strategic partner is difficult, as we cannot be certain on the College s strategic direction until these discussions have been held with the identified preferred strategic partner. What the Board can do at this stage in the process is to define some broad principles and any red lines that any future partner must take account of. The Chair reminded the Board of the previously agreed set of principles, these being: KCC name/brand to be retained A secure future for provision for, and in, North Kensington. Appropriate KCC governor representation in new governance arrangements It was AGREED to retain these principles, but to strengthen the second principal to read For their to be provision for, and in, North Kensington, and to retain provision in the current Wornington Road building and site. Previously the Board indicated that a third of the overall College provision should be retained in North Kensington, but it was agreed it was difficult to bind a specific figure on a new partner. Instead, the curriculum offer at both North Kensington and Chelsea should be guided by an agreed set of principles. In discussion, the Board AGREED for the following to be incorporated into a set of key principles: Set out what provision we want to have in place for adults in the community that the College serves Set out what we would want 16-18 provision to look like in North Kensington and Chelsea Special reference to be made on the delivery of ESOL provision, especially in North Kensington Promote the strength of the College s Access provision and the strong destination data for Access students How to deliver apprenticeship provision with the preferred provider - are they on the Apprenticeship Register? This is particularly important as due to the current Ofsted Grade 3, KCC cannot hold apprenticeship contracts Desirable to have construction provision to meet local skill gaps To have provision for Coding, IT/Digital provision Agreed for the need to do further work on what new curriculum provision can be offered, or should be offered, in partnership with a new partner. Tom Woolf and Alison McArthur offered to put forward some suggestions. The Chair thanked Governors for their ideas and she CONFIRMED the next step would be to discuss these proposed principles with the Principal and to finalise a set of key principles to be made available to all governors for their review. Ultimately, the agreed set of key principles to be an item for discussion at the first meeting of the Community Engagement Group To help inform discussions on the curriculum offer, the Interim Director of Finance was ASKED to make available three financial forecasts covering: forecast costs for central 5
shared services; revenue and costs for teaching, learning and assessment at North Kensington; and revenue and costs for teaching, learning and assessment at Chelsea. 10. Education Under this agenda item, the following reports were made available: The notes of the last meeting of the Quality Task Group meeting held 08 March 2018 The Quality Improvement Action Plan; The Task Group asked for the Corporation to reinstate the previous Curriculum & Quality Committee as quality improvement is on going, and this was AGREED. As the notes of the meeting outlined, with a new senior management team in place, and as the current College s Self Assessment Report was written with the expectation of the merger taking place, the Executive and Quality Task Group were of the view to close down the existing SAR and Quality Improvement Plan (QIP) and to replace both these documents with new ones. In terms of the timing for these, the expectation is that they would be made available for the Board to approve in the summer term. The Corporation endorsed this approach. It was AGREED to arrange the first meeting of the reinstated Curriculum & Quality Committee on the same day as the next Board meeting. The Chair sought assurances that there was nothing in the current QIP that caused the Executive any great concerns. The Interim Vice Principal confirmed there were no issues to bring to the attention of the Board, and gave assurances that all outstanding action points in the current QIP would be carried forward into the new QIP. 11. Principal s Report In the absence of the Principal, the Chair invited any comments from Governors. Governors sought, and received, an update on sub-contracting provision. It was reported that due diligence is currently being conducted on an identified training provider to deliver provision locally on behalf of the College. It was confirmed that the College is working with its subcontractors to ensure there is in place a robust quality assurance framework. This is important at all times, but even more so now with Ofsted s increased inspection focus on sub-contracting. A discussion took place on the College s preparation and readiness to be compliant for the new General Data Protection Regulations (GDPR). It was AGREED to have this as an agenda item at the next Board meeting. The Chair confirmed she was working with the Principal to AGREE a Performance Agreement covering his first 100 days in post. When finalised this would be made available to Governors. 12. Finance Received under this agenda item were the Management Accounts for January and the revised financial forecast 2017/18. As the Management Accounts were now superseded by the revised financial forecasts, it was agreed to focus discussions on the forecasts. Anna Fitch presented this agenda item. 6
In terms of background, it was explained the original budget for 2017/18 was set when merger was expected to complete at the end of December 2017. A revised budget was presented to Governors as part of the October 2017 management accounts, and was prepared by the Vice Principal Finance and Resources at Ealing, Hammersmith and West London College. Now that the merger has been abandoned, Governors have requested a refresh of the forecast, which has been completed during March 2018. The paper presented a summary Income and Expenditure account, followed by detailed breakdowns of income, pay and non-pay. Risk areas were highlighted at the end of this paper. The table below shows year to date figures from the January 2018 (period 6) management accounts, the full year revised budget and the new full year forecast. Revised Budget P6 Actual P6 Variance P6 Revised Budget FY Forecast FY Income Pay Costs Non Pay Costs EBITDA - Earnings Before Interest, Tax, Depreciation & Amortisation 4,017 (3,693) (2,170) 3,455 (3,406) (2,125) 287 45 8,497 (7,092) (4,183) 8,205 403 Release of capital grants 5 4 9 45 30 90 Pension Finance Income 256 256 511 9 37 511 Depreciation 109 Pension Finance Cost Release of Revaluation Reserve 38 38 92 92 219 The forecast EBITDA of ( 3.587m) compares to the revised budget of ( 2.778m); an adverse variance of 808k. This variance comprises adverse variances against income and non-pay costs and a favourable variance against pay costs. The report outlined these variances in detail. In conclusion, it was confirmed the forecast has been prepared carefully; however various risk areas remain. These were noted as: The forecast for the Adult Education Budget assumes that the College subcontracts 1.266m of its allocation. Current subcontracts do not total this amount, but the new management team are identifying new subcontractors who will be able to deliver the shortfall before the end of July. Every 100k not subcontracted will have an adverse impact of between 20k and 30k on the forecast deficit. The in-year growth for 16-18 learners awarded by the ESFA has been given on the understanding that the college s R04 funding return was accurate. If this is found not to be the case, then the ESFA will claw back some or all of the growth funding. Consultancy and interim management costs have been calculated on known factors, and provisions have been made for professional fees; however the Structure and Prospects Appraisal may necessitate further spending in these areas, depending on recommended actions to be taken following the outcome. 7
The Interim Director of Finance sought guidance from the Board on how they would like to see future reporting in Management Accounts. The following key points were AGREED for reporting against in Management Accounts: Keep font size above 10 Review the graphs presented so they are large enough to read and provide value-add information Need P&L, cash situation, impact on year-end forecast, variance explanations Summary against key financial KPIs Good overall commentary at the forefront to bring to the attention of governors current performance and risks against the budget Curriculum contribution levels to be included A comprehensive cash flow forecast and statement of cash reserves with commentary on status of proceeds from the sale of Wornington Road 13. Any Other Business A query was raised on the lease for Wornington Road that included a figure of 1.8m for loss of light and the question was asked were the Executive aware of this figure? It was confirmed that the Chair and Executive were aware of this in the lease. The Chair tabled a summary of interests received from a number of audit firms to conduct an independent review of the process followed for the sale of Wornington Road. Of ten firms approached, five had declined to bid due to risk appetite and/or conflicts of interest. It was AGREED to give delegated authority to the Chair and Vice Chair to approve the appointment once all the proposals have been received. Details of the chosen proposal to be circulated to governors. The Chair expressed disappointment that yet again the student governors were not in attendance as it was important for the Board to have active participating student governors. It was AGREED for the Interim Vice Principal Quality to follow this up with the student governors, and if necessary, to seek new nominations from the student body. The Chair asked if the Board should be in receipt of the Strategic Risk Register. The Clerk confirmed that this was scheduled to be an agenda item, but due to the cancellation of the recent Audit Committee meeting that was scheduled to review the register in the first place, this item has been deferred. The Interim Director of Finance agreed to review the Strategic Risk Register and for this to be an agenda item at the next Board meeting. Agenda items confirmed for the next Board meeting were: Governor membership of the SPA Steering Group Governor membership of the Audit Committee, Search Committee, Quality & Curriculum Committee and the two Community Groups Agree draft Principles for selecting merger partner/s for further consultation Principal s agreed Performance Agreement GDPR Compliance Update Strategic Risk Register 14. Date of Next Meeting Monday 30 th April 2018 @ 17.00 at Kensington SUMMARY ACTION LIST 8
MIN REF ACTION NEXT REVIEW/UPDATE 4 The Interim Vice Principal Quality to confirm through the Clerk the date for the Ofsted preparation training that is to be made available to all governors 6(v) It was AGREED for the Chair and Clerk to confirm Committee membership and to inform Governors accordingly. 9 The Chair reminded the Board of the previously agreed set of principles, these being: KCC name/brand to be retained For there to be provision for, and in, North Kensington. Appropriate KCC governor representation in the new governance arrangements It was AGREED to retain these principles, but to strengthen the second principal to read For their to be provision for, and in, North Kensington, and to retain provision in the current Wornington Road site. 9 The Chair CONFIRMED the next step would be to discuss these proposed principles with the Principal and to finalise a set of key principles statement to be made available to all governors for their review and approval at next meeting. Ultimately, the agreed set of key principles to be an item for discussion at the first meeting of the Community Engagement Group. 9 The Interim Director of Finance was ASKED to make available three financial forecasts covering: forecast costs for central shared services; revenue and costs for teaching, learning and assessment at North Kensington; and revenue and costs for teaching, learning and assessment at Chelsea. 10 It was AGREED to arrange the first meeting of the reinstated Curriculum & Quality Committee on the same day as the next Board meeting. 12 The following key points were AGREED for reporting against in Management Accounts: On-going Keep font size above 10 No need for graphs that tell us nothing - such as the presentation of straight lines in graphs Need P&L, cash situation, impact on year-end forecast, variance explanations Summary against key financial KPIs Good overall commentary at the forefront to bring to the attention of governors current performance and risks against the budget set Curriculum contributions to be included Need a message on the use of the capital receipts from the sale of Wornington Road. Need a profile of how the receipts have been used since received to show how the cash generated is quickly be used to sustain the College. 9
13 The Chair tabled a summary of interests received today from a number of audit firms to conduct an independent review of the process followed for the sale of Wornington Road. It was AGREED to give delegated authority to the Chair and Vice Chair to approve the appointment once all the proposals have been received. Details of the chosen proposal to be circulated to governors. 13 It was important for the Board to have active participating student governors. It was AGREED for the Interim Vice Principal Quality to follow this up with the student governors, and if necessary, to seek new nominations from the student body. 13 Agenda items confirmed for the next extra Board meeting to be held 30 April were: Governor membership of the SPA Steering Group Governor membership of the Audit Committee, Search Committee, Quality & Curriculum Committee and the two Community Groups Agree draft Principles for selecting merger partner/s for further consultation Principal s agreed Performance Agreement GDPR Compliance Update Strategic Risk Register 10