INQUORATE MEETINGMINUTES: MainBusinessGoverning BodyMeeting12 noon, Fr - PDF document

INQUORATE MEETINGMINUTES: MainBusinessGoverning BodyMeeting12 noon, Friday 28thMarch 2014 WEA Cymru, Prince Charles Road, WrexhamItems 16 and 13can be found in ReservedBusiness, Governing Body, 28March 2014.Main Business:Minutes of the Last Meeting & Matters Arising This item was deferred until the next quorate meeting(LP/ST 6.2Matters arising:6.2.1Jonah Jones sculpture, Y BontMaggi Dawson confirmedthat Aitcheson Associates did not a claim on the sculpture. Shewritten o Naomi Jones, Scene & Word,proposinghat WEA Cymru pay for the removal of the sculpture but retain ownership While it was appreciated that the report provided an overview of developments, tChair asked that only strategic items included in Governing Body reports, particularly committee minutes would beincluded on future agendasHighlightingPoint g) (The Board is asked to: Approve the exchange of the CEO managed the organisation. The role of the Governing Body was to oversee and scrutinise the organisation and the financeand to provide strategic direction. The importance of this distinction was confirmed by the Clerk. It was recognisedhoweverthat a certain amount of support had been necessaryprior to the committee structures being fully in place. Members askedthat:letterbe sent from Governors to the SMT member wishing her a full and quick recovery(MD) The view of those present was thatthe hair would write to Council members asking for expressions of interest to join the IS Strategy Group. (RH)Finance Matters HIGH8.1Management Accounts Items 8.1 and 8.2 were taken together.Mark Baines asked members to notethat, while progress had been made in establishing the overall He reported thatliquidity within the organisationwasstrong, with high levels of cash. 33k surpluswas forecastand he was confident that this figurewould be exceeded. Concernraised during the last ��Page of Governing Body meeting regarding liabilities been addressedThe CHWEANaudit was taking place withoutissues. Three year budgets were being planned with managers. It was anticipated that aconsolidated balance sheet would be prepared by end April 2014. In response to the Chair, it was confirmed that policies on reserves and investments would be discussed at inanceGeneral Purposes Committee.It was confirmed that the increased tutor budget (finalparagraph) was a costand that grants would not be drawn down. In response to eremy ass, Maggi Dawsonclarified thatthe structure includeadditional advice and guidancefor learnersthat would need to be funded through external sources andby project bids.An increase in enrolmentswas needed to establish the organiation over two years. The Chair asked if the business was viable or too much riskwas being introduced. Mark Baines commented that the financial position continued to beworked on. The Chair advised that, once the consolidatedaccountswere availablethe Governing Body would wishscrutinise them, mappingthem against the strategicplanand provide supportor advice on adjustment to strategic planning as necessaryMaggi Dawson confirmed that staff would be present at the AGM and would attend a staff development/team building day during April 2014. 8.2Termly finance reportThis item was taken with 8.1 above. The Chair suggested that the item be called ‘regular’ rather than‘termly’ finance report in future.(LP/ST)Thanks weregiven to Mark Baines and Caron Williams.Risk Management HIGH9.1Risk Register, March 2014Mark Baines pointed outthat there were fewer Red risks compared to the previous report. Hehighlighted significant risks, including Item 3, Security risk on deposits in bank.Risk ReportMark Baines pointed tothe reviews ofthe audit cycle and internal audit plan.9.2op Bank:Risk to the AssociationMembers were informed that Mark Baines had taken advicefromfinancial advisersand that cash balances had been transferred to Barclays to mitigate risk. JeremyGassasked that a more ethical bank be chosen. The Chair asked for viewsIt was suggested that a Mutual organisation be sought.hris ranks reported that hehad beenadviseparately that depositingfunds with the Cop Bank could pose a risk to funds. The Chair reminded members that it would not be possible to give direction due to the lack of a quorum. The consensusas to continuewith what was reported in the Risk Register (Item 9.1a, section 3) and Risk Report (Item 9.1b, page 2)t was agreed thatthis item would be included on the next Governing Body agenda.(LP/ST) Estates ReportCaron Williamsreported that IT connectivity developments were progressing. The Chair queried whythe purchase of Coopers Yard had been raised again when Governors had previously expressed a view. Caron Williams commented that SMT were keen to see it discussed furtheras an accommodation issue was predicted.The building was for sale,Mark Baines had shown that it would be financially viable, Rowland Jones had endorsed the suggested purchase and IT connectivity was in place. Caron Williams reported that Bryn Menai maintenance issues had beenidentified as medium termthat other premises would be considered The Chair recommendedthatonce an Estates Committee was convened, new premises should be considered in both Cardiff and Bangor/the A55 corridor(CW) This mightinclude alternative premises to Coopers Yard ��Page of The view of those present wasthat:Finance & General Purposes and Estates Committees ould be convened as soon as was possible.(ST) Caron Williams was thanked.Caron Williamsand Mark Baines leftthe meeting at thispoint: 14Governance MattersThe Chair informed members that, following consultation with the Clerk, it was proposed that further work be undertaken on Governing Body systems and procedures. The Chair stated thatgiven that this was an inquorate meeting where there was a clear consensus of those present in favourhe would move things forward on a ‘Chair’s action’ basis, as these were matters of process in whichspeedy progress would enable the Governing Bodyits subcommittees to perform their functions to better effect.11.1Standing Orders DevelopmentThe Clerk informed members that it was considered that the Standing Orders mightbe further developed to better safeguard and enhance the work of the Governing Bodand its committees. Examples were providedincluding the need for agreed procedures for inquorate meetingsand identification of Governor responsibilitiesand expectations. Members were supportive of the proposed developments. The view of those presentwas thatdraft, extended Standing Orders ould be prepared for consideration and approval by the Governing Body(LP/ST) 11.2Development of Schedules of Business for Governing Bodyand CommitteesThe Clerk proposedthat approved Schedules of Business be developed for the Governing Body and its Committees to ensure that all business wasproperly covered, including statutory requirements. The schedules from CHWEAN and WEAS would be used as a starting point. Members were comfortable with the proposal. The view of those present was thatdraft schedules ould be prepared by the Clerks, in consultation with SMT for approval by the Governing Body(LP/ST/SMT) 11.3Search Committee:11.3.1Search policy The Clerk recommended the development of a Search Policy to formalise the recruitment of new Governors. It was noted that decisions would be required regarding advertising and interviewing proceduresfor example. Members were supportive of this development. The view of those present was that:a draft search policy ould be developed for consideration by the Governing Body.LP/ST 11.3.2overnor skills audit The Clerk advised members that systems were required to identifyand periodically review, the collective skills of the Governing Body. Skills gaps identifiewould be used to inform the recruitment of new Governors/Coopted members and Governor development. Sheproposed thata skills audit be undertaken followingthe electionsat the AGM, 29thMarch 2014kills gaps identifiedwould be cussedat the Search Committee or Governing Body as appropriateMembers present were supportive ofthe developments proposed The view of those present was thata skills audit ould be developed, implemented and analysed for further discussion(LP/ST) 11.3.3Formalisation of Search Committeewas noted that it had beenagreed at a previous Governing Bodymeeting that a Search Committee would be convened ‘as necessary’. The Clerkasked that members consider formalising the Search ommittee. This would include the development of Terms of Reference, a Schedule of Businessand an annual calendar of meetings. Meetings could be cancelled if there was no business to discuss. ��Page of The view of those present was thata Search Committee ould be formalised as described. (LP/ST) Members were reminded that all decisions reached would need formal ratification at the next quorate meeting of the Governing Body, 11.3.4overnor induction proposalsThe Clerk presented a paper outlining a draft Governor Development programme and supporting resources. It was requested thatthe following be included in the Governor induction session: a brief history of both organisations, the role of Committees and their relationship with the Governing Body and information on the third sector(LP) The Chair commented that, while WEA Cymru was a designated organisationrather than an incorporated Further Education Institution, it was recognised that it relatevery stronglyto Further Education Those present were supportive of the Governor induction and resourceproposals as detailed in the paper presented(LP) Members present were supportive of the proposal: to develop WEA Cymru Code of Ethics Governor Code of Conduct(LP/ST) 11.3.5Frequency of Council meetings & development of annual draft calendarThe Chair expressed the view that meeting once per month was too frequent. He suggested meeting between four and six times per academic year. The Clerk suggested meeting twice in the Autumn to support audit activity and once in the Spring and Summer. Chris Franks and Viv Davies felt that four meetings would be too few. Members agreed that there was a need to draw up an annual calendar. The view of those present wasthat:draft calendar shouldbe prepared, basedon four meetings per year, for further discussion at the Governing Body.(LP/ST) Senior Management Team: Council expectations and standards As not all members of SMT had been able to attend the meeting, this item was deferred until the following meeting(ST/LP) Trustee BusinessThis item can be found in Reserved Business.Date of Next Meeting14.1Governing BodyThursday 17thApril2014pm, joint meeting with YMCA Community College Governors, Llanisien, Cardiff.Thursday 22ndMay 2014, 12 noon3.00 pm,ardiffThursday 3July 2014, 12 noon3.00 pm, Wrexham14.2Quality & Learner Experience / Curriculum CommitteesThursdayApril 2014, CardiffAny Other BusinessThe Chair announced that Alwyn Rowlands hadnotified him that he wished to step downfrom theboard. Alwyn wasthanked for hiscommitment and contributionto the mergerprocess, to early WEA Cymru developments for his previous contribution to Coleg Harlech/WEA.The meeting closed at 1506��Page of DistributionMembers of the Governing BodyMD, CW, MB, ClerksCopies for action / information: Cath Dawkes (file copy), Jonathan Goddard(web copy Final approval:Date: Rob Humphreys: Chair ��Page of