MINUTES OF THE MEETING OF THE BOARD OF RNN GROUP HELD ON 1 FEBRUARY 2016 IN THE BOARD ROOM, CARLTON ROAD, WORKSOP

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1 MINUTES OF THE MEETING OF THE BOARD OF RNN GROUP HELD ON 1 FEBRUARY 2016 IN THE BOARD ROOM, CARLTON ROAD, WORKSOP Present: Ken Barrass (Chair) (KB), Atholl Stott (Vice Chair) (AS), Catherine Burn (CB), John Connolly (JC), Brian Kerslake (BK), Ian Knowles (IK), Gill Scott (GS), David Smith (DS), Stephen Smith (SS), Chris Stanbra (CS), and John Vjestica (JV), In Attendance: Graham Adams (GA), Philip Sayles (PS), Don Everitt (from minute 16/8) (DE), Denise West (DW), and Femi Sobo-Allen (FS-A) Apologies: Len Allen (LA), Mark Hannigan (MH), Shafiq Hussain (SH) and Kathy Wood (KW) 16/1. APPOINTMENT OF GOVERNORS FS-A reported that, at its meeting held on 27 January 2017, the Board of Rotherham College had accepted the resignation, as at 1 February 2016, of all Governors. It had then approved the appointment, as at 1 February 2016, to the end of July 2016 of the fifteen Governors agreed to serve on the Board of the RNN Group. 16/2. CONFIRMATION OF THE POSITION OF CHAIR FS-A reported that the Shadow Board had elected KB to serve as its Chair and she sought confirmation that this appointment was to continue until the end of July The Board confirmed the appointment of KB as Chair of the Corporation to the end of July /3. CONFIRMATION OF THE POSITION OF VICE-CHAIR KB reported that the Shadow Board had elected AS to serve as its Vice-Chair and he sought confirmation that this appointment was to continue until the end of July

2 The Board confirmed the appointment of AS as Vice-Chair of the Corporation to the end of July /4. DECLARATIONS OF INTEREST The Chair asked that any declaration of interest be made at the appropriate time. There were none made during the meeting. 16/5. THE DETERMINATION OF ANY OTHER BUSINESS PS reported that a college photographer and one from the Worksop Guardian were to attend at the end of the meeting and he asked Governors to stay for photographs. He also explained that new badges had been issued to Governors in the name of RNN Group. 16/6. MINUTES OF THE MEETING OF THE SHADOW BOARD The minutes of the meeting of the Shadow Board held on 13 January 2016 were approved as a correct record and signed by the Chair. 16/7. MATTERS ARISING FROM THE MEETING OF THE SHADOW BOARD HELD ON 13 JANUARY 2016 a) Loan Facility with RBS (minute 16/2 refers) GA explained that the North Nottinghamshire College loan with RBS had been repaid on Friday 29 January 2016 and it was expected that the loan facility would be drawn down, in the name of RNN Group, on 1 February It had been further considered not to repay the loan but the view had been taken that the money was required for capital projects like the HE Centre and so the loan was to be renewed. b) Strategic Planning Proposals (minute 16/8 refers) KB suggested, and it was agreed, that it was more appropriate for this to be considered by the Board at its meeting on 14 April 2016 so that matters discussed at the away days on 4 and 5 March 2016 could be incorporated. 16/8. ANY OTHER BUSINESS HE CENTRE KB reported that there was to be an Area Based Review meeting of Chairs the following day (2 February 2016) when it was hoped that pressure would be brought to bear on the LEP to de-couple the approval of the HE Centre from the finalisation of the 2

3 Area Based Review. There had been a flurry of correspondence in the final week of January 2016 which had created more confusion than had been solved. A further matter to be discussed was the expectation that a revised forecast for 2015/16 and two further years was to be provided by the RNN Group Finance Director to the LEP for the modelling of groupings suggested at the last Chairs meeting on 15 January The point at issue was whether these needed to be submitted prior to discussion and subsequent approval by the Board. SS sought to understand why the LEP wanted this information and KB explained that they wanted to model various groupings of colleges for evaluation. The Board noted, during the meeting, that the scheduled meeting of Chairs had been cancelled. Notwithstanding this the Board requested that: a) the revised forecast for 2015/16 and two subsequent years be presented to the a future meeting (albeit subsidiary companies would be unchanged from the last forecast to avoid unnecessary work); and b) a review of the timeline and associated costs for the HE Centre be presented to a future meeting to highlight the potential risk associated with continuing the project prior to getting funding from the LEP. 16/9. CHAIR S INTRODUCTION KB took this opportunity to welcome everyone to the RNN Group and its first meeting. A copy of his speech is attached to these minutes. 16/10. REPORT FROM THE MEETING OF THE SHADOW SEARCH & GOVERNANCE COMMITTEE KB reported that the Shadow Search & Governance Committee had met on 28 January 2016 to consider the membership of the Board s Committees. The Board approved the membership of its Committees to 31 July 2016 as follows Audit Committee Brian Kerslake Ian Knowles Chris Stanbra Atholl Stott Jackie Saunders (co-opted member) 3

4 Search & Governance Committee Ken Barrass Chair of the Board John Connolly Chief Executive Atholl Stott Gill Scott John Vjestica Remuneration Committee Ken Barrass Chair of the Board Atholl Stott Vice Chair of the Board Gill Scott John Vjestica 16/11. REPORT FROM THE MEETING OF THE REMUNERATION COMMITTEE KB reported that the Shadow Remuneration Committee had met on 28 January 2016 to consider the appointments and remuneration of the Senior Post Holders. The Board approved the appointments and remuneration of The Chief Executive Commercial Director Vice Principal Director of Finance and Funding Deputy Principal Company Secretary and Clerk to the Corporation. 16/12. INSTRUMENT AND ARTICLES OF GOVERNMENT AND STANDING ORDERS FS-A reported that it was the intention to review the Instrument and Articles of Government, and the Standing Orders but they had not been at this time. It was intended that revised documents would be brought to a future meeting. Given this, the Board noted that it was the Instrument and Articles of Government, and Standing Orders from Rotherham College which stood. 16/13. FINANCIAL REGULATIONS The Board received Financial Regulations which, it was noted, had been considered by the Shadow Board. DE explained that the only difference was the resolution of an anomaly around the approval of high value items. 4

5 KB sought to understand consortia frameworks and DE explained that it was a college controlled body and BK noted that it was a common approach in the public sector and it was fully compliant with EU tender regulations. CS went on to seek, and received assurance that these regulations covered all subsidiary companies. The Board approved the Financial Regulations as presented. 16/14. ADOPTION OF POLICIES The Board received a report on new HR policies for the RNN Group and agreed to defer consideration to its meeting on 11 February /15. COMMTTEE TERMS OF REFERENCE FS-A presented the Terms of Reference for the Audit and Risk Committee, the Search & Governance Committee, and the Remuneration Committee. She explained that the Shadow Board had approved those for the Audit and Risk Committee and the Search & Governance Committee. The terms of Reference for the Remuneration Committee had been reviewed by the Remuneration Committee and it had recommended approval subject to the inclusion of the membership being up to seven in line with the other Committees. Subject to the inclusion of the membership of the Remuneration Committee being up to seven in line with the other Committees the Board approved the Terms of Reference for the Audit and Risk Committee, the Search & Governance Committee and the Remuneration Committee. 16/17. MEMBERSHIP OF TASK FINISH GROUPS The Board deferred the appointments to Task Finish Groups until such time as those people recommended by the Search & Governance Committee had been consulted. 16/18. CALENDAR OF MEETINGS The Board approved the schedule of meetings to 30 June and noted that the July meeting needed to be finalised. 5

6 16/19 MERGER RISKS The Board received the Merger Significant Risks report. DE reported that the risks had been reviewed in early January 2016 and by KPMG. KB noted that a high risk which had been considered by the Shadow Board was the attrition of colleagues due to the merger and connected low morale. DE explained that on some occasions the business was endeavouring not to replace leavers but the right to change this decision was reserved. DW noted that sensitivity was being shown and that she knew of no issues amongst student facing staff and she didn t anticipate any. KB asked that organisation charts for senior staff be brought to a future meeting. GS noted that a previous meeting of the Shadow Board had been informed of concern around IT and she sought to understand the actions which had been taken to mitigate this risk. PS explained that the situation was much improved as both colleges had improved their internet links and the target for finalisation was the end of May The Board noted the report. 16/20 STAFF AND STUDENT GOVERNORS KB reported that Amy Rydelewski and Daniel Grimes had agreed to continue as student and staff governors, respectively, from Rotherham College. AS reported that Lauren Marsh and Adam Elce had agreed to continue as student and staff governors, respectively, from North Nottinghamshire College. The Board agreed to appoint Amy Rydelewski and Lauren Marsh as Student Governors to 31 July 2016; and Daniel Grimes and Adam Elce as Staff Governors to 31 July /21. DATE OF NEXT MEETING Board 11 February 2016 Away Day 4/5 March