TRESHAM COLLEGE CORPORATION BOARD MEETING · PDF fileCorrie Harris, Deputy Principal Marcus Holder, I nterim Finance Director ... It was noted that the Chair and Jane Spurgin have

Signed : ____________________________Chair Date: Tresham College Corporation Board 02.03.2017 Page 1 of 13

Minutes of the Corporation Board meeting held on Thursday 2nd March 2017 at 5.00pm at The Manor House, Corby.

MEMBERS PRESENT:

Jane Gardner, Chair Steve Bellamy, Vice Chair Avril Bartley-Smith Rebecca Drage Greg Guilford Caroline Kelly Ioan Morgan Gordon Morrison Kimberly Stickley Dr Ron Whittaker

ALSO IN ATTENDANCE:

Maxine Bagshaw, Interim Clerk to the Corporation Mark Beecroft, Head of Estates and Health & Safety (for agenda item 5) Corrie Harris, Deputy Principal Marcus Holder, Interim Finance Director Stuart Parkes, SFA Observer Jane Spurgin, External Consultant Linda Hockey, Chair of Bedford College Rachel Nichol, Clerk to the Corporation, Bedford College

ACTION by whom

DATE by when

1 DECLARATION OF INTERESTS ON ANY OF THE ITEMS ON THE AGENDA

The Chair reminded Governors to declare any interests that they may have as the meeting progresses. No declarations, save for standing declarations, were noted.

2 WELCOME INTRODUCTIONS AND APOLOGIES FOR ABSENCE

The Chair welcomed both Linda Hockey and Rachel Nichol as observers from Bedford College. Greg Guilford was welcomed to his first meeting of the Corporation Board. Also welcomed to the meeting was Stuart Parkes attending from the SFA. Apologies for absence were received from Andy Ellis and Andy Cuddihy. The Clerk also took the opportunity to advise that Duncan Nicholson had tendered his resignation as a Governor earlier in the day.

TRESHAM COLLEGE CORPORATION BOARD

MEETING


3 MINUTES OF THE CORPORATION BOARD MEETING HELD ON 2ND FEBRUARY 2017

The minutes were reviewed and it was agreed that they were an accurate record of discussions. AGREED: to approve the minutes of the meeting held on 2nd February 2017. There were no matters arising.

4 ACTION PROGRESS REPORT

The Clerk introduced this document and confirmed that this was an internal mechanism for tracking actions requested by the Board at each and every meeting. The table was reviewed and a number of comments/observations were made:

Item 1 – the Chair queried the use of the word ‘evoked’ and expressed the opinion that the correct wording was ‘implemented’. It was agreed that the Interim Finance Director would follow up progress with Ian Lambert as a matter of urgency.

Item 2 – in terms of an estates utilisation strategy, it was explained that the last strategy that can be identified dates back to 2013. He provided assurance that as part of the merger, the teams are creating an estates review work stream and that utilisation will be a key part of this analysis.

Item 5 – there will be discussion regarding the merger transition Board later in the meeting. Orientation meetings have been established with a meeting in the diary for next week.

Item 6 – Merger Transition Board – SFA’s role on this Committee. It was noted that this has not been progressed but if considered appropriate, the SFA would contact the interim Principal to discuss further.

Item 9 – Finance recovery plan. It was explained that the College’s bank, Barclays, no longer require a standalone plan, however in relation to this, the College does need to speak to the SFA to clarify their expectations. Stuart Parkes from the SFA expressed a belief that the SFA would expect to see a standalone budget/financial plan for 17/18 as a minimum, however they would not expect to see a recovery plan at this stage.

Item 10 – IT leases. The Board were advised that ICCA have been asked to review this as part of the due diligence processes.

AGREED: to note the content of the update provided.

Interim FD

March 2017

5 HEALTH & SAFETY – MIDYEAR REVIEW AND ACTION PLAN COMPLIANCE UPDATE

Mark Beecroft joined the meeting and drew members’ attention to his


report and attachments which he described as an ‘open and honest’ view of the College’s health & safety position. He expressed the view that overall the College is pretty good in terms of health & safety compliance and pro-active actions, however there are some pockets that still need to be addressed. Members’ attention was drawn to Appendix 2 which details the health & safety statements. It was confirmed that these take the College’s health & safety position down to the ‘local level’. In terms of the inspection schedule, it was acknowledged that Evolve can now be removed from the list. In terms of the reviews still outstanding, it was confirmed that two are virtually now complete, one will be removed from the list, and one area is proving to require more time and is therefore slower than planned to complete. As an overall observation, the Board were advised that implementation of health & safety actions identified are now moving more quickly and this should accelerate further with the identification of Health & Safety Champions within each faculty. The Board were assured that comprehensive health & safety procedures are in place. An improvement suggestion was to try and minimise the bureaucracy associated with health & safety reviews and compliance. What is key for the future is individual ownership of actions and progression to implement any improvements identified. It was confirmed that the health & safety team are intending to liaise with Bedford College and agree best practice to be adopted going forward. The Interim Principal reassured the Board that no students are at risk and this is supported by the fact that there was nothing identified by Ofsted that the Board should be concerned about. Mark Beecroft explained that the College has set the bar very high in terms of health & safety expectations. Members’ attention was drawn to Appendix 3, where it was acknowledged there were a lot of actions identified, however these represent the College ‘going the extra mile’. The Board in reviewing this document, were pleased to see that there were no significant issues and accepted that a lot of the compliance and actions related to completion of paperwork only. The Board were cross referenced to the content of the internal auditors’ report and their recommendations. There were only four actions identified and agreed and assurance was given that these have all been addressed. Members’ attention was drawn to page 4 of the summary report and it was noted that there has been an increase in the number of reported accidents. This should however be put in context i.e. the number of accidents has increased from 41 to 57. Given the size of the College and the number of campuses, this is not unexpected nor a significant


number. The Board questioned whether the health & safety team are carefully looking at the Wellingborough site, for example site security, room temperatures etc. The Board were advised that once demolition is complete, the team will go to site and undertake a comprehensive walk around. This will include a review of safety and particularly CCTV needs. In terms of the internals, the team will risk assess the F Block and will agree whatever actions are required, this will be with a view to running the site until the summer of 2018. The Board were advised that the Bedford Principal, Ian Pryce, has visited the site this morning and feels that there are opportunities to further explore options beyond the end of this current academic year. AGREED: to note the content of the report provided. Mark Beecroft was thanked for his report and left the meeting at 5.20pm.

6 MERGER 1. Update from the interim Principal following an away day with Bedford

College on 8th February 2017 The Interim Principal confirmed that the Tresham and Bedford teams had had a half a day together which was very productive and set the scene for establishing the required work streams. The quality teams have met today and a similar process is being followed by the other teams. Joint meetings between the Tresham Interim Principal and the Principal at Bedford have been very successful. The Interim Principal advised that he had met with the Borough Council this morning and this meeting had been very productive. This included an endless list of discussion topics, one of which was Wellingborough. One other was consideration regarding potential future use of libraries. The Borough Council have clearly articulated a very strong desire for the Colleges to remain present and engaged with Wellingborough. It was confirmed that all of the leads identified today have been fed in to the work streams. In relation to Wellingborough, the Board were advised that in terms of communication, the team have not quite been able to keep pace with press coverage leaked by MPs. In summary, the prior position was for Tresham College to cease the Wellingborough provision offer in the summer of 2017, however following review, Ian Pryce at Bedford thinks that the offer should remain to at least summer of 2018. Ian Pryce has launched a comprehensive market research project to test the market interest and need in Wellingborough. The outcome is that provision is secure for another year at Wellingborough. This has been influenced by the fact that students have very clearly said that they do not want to travel. The site will accommodate existing and new learners in September, this could mean an increase on the current 60 students utilising the site. The Board challenged the Senior team and indicated


that it was imperative to make sure that safeguarding, health & safety and the environment was absolutely right to ensure a positive environment for the learners. The Board questioned and challenged the Senior team in terms of Bedford College being happy to guarantee continued provision at Wellingborough, however Tresham College will carefully need to consider any potential impact should the merger not proceed as anticipated. In terms of meetings with the Bedford team, the Deputy Principal confirmed that as far as quality is concerned, she is finding the input very helpful and a useful external perspective. 2. Merger Steering Group (MSG)

It was explained that the principle role of the Merger Steering Group will be to work on an options assessment appraisal which will then morph into a business plan. Bedford College currently has an informal merger steering group in place, and the intention is to take a sensible approach and to simply grow and develop this with the addition of Tresham Governors. The Board considered the terms of reference and it was explained that this group will focus on the detail and then make recommendations to the respective Boards. It was confirmed that there will be a report from the Merger Steering Group to each Board meeting following MSG meetings that have taken place. Membership of the MSG in terms of Tresham representatives will be Ioan Morgan, Jane Gardner + two/three other Governors. It was noted that Bedford College have a lot of Governors with education experience and the hope is to complement this with additional skills that Tresham Governors offer. The Clerk advised that she was currently awaiting a skills summary report from the Clerk at Bedford College. Once this is received, it will be possible to identify gaps and appoint Tresham Governors to fill these gaps. The SFA strongly urged the group to have robust financial experience. The suggestion made by the Board was to approach Andy Ellis in relation to this. The Board accepted that it was appropriate to await a skills review and, to enable the matter to progress before the next Board meeting, it was agreed to delegate authority to the Chair to finalise Tresham Governor representation on the Merger Steering Group. It was noted that the Chair and Jane Spurgin have been invited to attend the Bedford Merger Steering Group meeting scheduled for 13th March 2017. AGREED: to provide the Chair with delegated authority to finalise Tresham Governor representation on the Merger Steering Group. 3. Implementation plan Jane Spurgin, the Education Consultant, introduced this item and confirmed that the plan clearly sets out the work streams. The leads for

Jane Spurgin

Each meeting


each work stream for each College have now been identified. The next step is to finesse the ‘to do’ list. She confirmed that the plan and the actions list will be regularly reviewed by MSG and then reported to the respective College Board of Governors. She advised that this was a very robust process and that sitting underneath this is where all the work will happen in terms of systems, procedures, processes etc. The expectation is that by 1st August the vast majority of actions will be completed, however there may be some areas where two parallel systems are required for a further agreed period. The process will involve significant amounts of options analysis and therefore there should be no ‘surprises’ at the end of the day. She confirmed that this plan and actions agreed will allow this Board to take assurance that all is moving forward to plan. The Board observed that there was some missing agreed dates in the plan. It was confirmed that this would be updated and then shared with Governors by email. It was accepted that there needs to be a careful balance between the detail and the oversight. One suggestion made was that a RAG rating column be introduced so that Governors can very easily and clearly see where the risk areas are. The Board questioned what the risk level was in terms of slippage and where the critical points are in terms of the plan. It was confirmed that at this stage it is the due diligence process and the outcomes which may uncover matters not previously known. 4. Due Diligence The Board were advised that due diligence has commenced at both Colleges. ICCA have been appointed on a joint basis and are working to a 31st March deadline. It was confirmed that their reports will be presented to the next meeting. It was confirmed that both sets of cost for the due diligence work will be picked up and paid for through transition funding. It was confirmed that the ABR recommendations are due in April 2017 and following receipt of these, the Colleges can make an application for transition funding available. In addition, a benchmarking exercise has been commissioned with Tribal. This is largely financial and is ongoing. It was explained that Tribal benchmarking is not usual in a merger process but it is a ‘Bedfordism’ which has been embraced. In terms of the instructions to ICCA to carry out due diligence, it was confirmed that both Colleges have secured value for money by engaging the same company to undertake the task. It was confirmed that the cost of the appointment falls within the authority approval limits for the Principal. It was agreed that the fact that the process has commenced

Jane Spurgin Interim FD

March 2017 April 2017


speedily was more important than who signed off the engagement and the process in place for confirming such engagement. The Board challenged the Senior team and indicated that the appointment of consultants to undertake due diligence highlights the need to be clear in terms of delegated authority limits and the mechanisms for sign off. It was agreed that they need to be in place early and that perhaps a process for written resolutions should be adopted. In terms of the role of the Merger Steering Group, it was agreed that the respective Clerks at both Colleges would look at delegation lists and investigate what can and cannot be agreed by written resolution. The Clerk at Bedford College shared the planned meeting dates for MSG already scheduled, it was agreed that these would be placed in members diaries as soon as membership of MSG was finalised. The Board indicated that in terms of HR, they would wish to see a clearly articulated HR plan and timescales in place for the end of March. It was agreed that this would be shared with the Board and discussed at the next meeting. In terms of apprenticeship provision, it was acknowledged that there is a need to transfer students and staff irrespective of whether the merger is finalised or not. It was explained that the Colleges are attempting to shift the contract and to TUPE staff by the 1st May. If achieved, this will enable a seamless service to existing learners and also allow Bedford College to seek an increased allocation. 5. Consultation The Board were advised that the Tresham marketing department are currently working on the proposed document. The target date/deadline for launch is Friday 31st March with consultation closing on 5th May 2017. It was confirmed that a report regarding the outcome of consultation will be shared with the Board at its May meeting. It was confirmed that a communication strategy is in place and mechanisms are well developed and underway in this area. It was confirmed by both sides that there was incredibly good joint communication by both teams. In terms of the content of the consultation document it was agreed that this would be reviewed by the MSG with appropriate recommendations then made directly to Governors. 6. Area Based Review report - Bedford & Tresham proposal The interim Principal introduced this item and drew members’ attention to the Steering Group 4 options assessment. He confirmed that what was

Clerk HR Director Jane Spurgin

April 2017 April 2017 May 2017


proposed was a joint document which is identical for both Tresham and Bedford. This spells out the reasons for a merger and sets out the overall joint financial position. It was confirmed that all Colleges will present their options at the next meeting, which will hopefully then be agreed. It was agreed that the Interim Principal would prepare a brief summary and the SFA would also share the Governor briefing presentation that went to SG4. In terms of the outcome for both Tresham and Bedford College, it was confirmed that the approved wording was that `both Colleges would seek to progress a merger’. It was confirmed that the exact wording to be proposed would be reviewed by the next meeting of the MSG and then email communication to all Governors (both Tresham and Bedford) to confirm approval before the SG5 meeting. 7. Feedback from the Chair on AoC merger training event The Chair confirmed that the day and a half training she had participated in was a very useful event. It has made it clear to her that there is a significant amount of work to be done to successfully bring the two organisations together. AGREED: to note the content of the update provided.

7 DEPUTY PRINCIPAL’S REPORT

The Deputy Principal introduced her report which covered a number of areas. 1. Apprenticeships It was confirmed that this has already been discussed to a certain degree. All agreed that there needed to be clear HR processes in place, as Tresham College staff in this area are being moved much earlier than other members of staff. 2. KPI report The Board were advised that national data has now been released. In terms of apprenticeships, the College has had to make a manual change. It was reported that achievement rates are low particularly in relation to timely, and the College remains significantly behind national benchmarks. All agreed that it was fair to say that there is still some significant work to be done in this area. In terms of the position relating to apprenticeships, the College team have completed the position statement for 16/17 and the outturn is looking good with a 10%+ increase expected. No further withdrawals are expected and it was confirmed that staff are tracking all students, this is helped by the fact that they are not significant numbers.


In terms of College attendance overall, it was explained that there is still a ‘glitch’ in the swipe card system and therefore the College has agreed with all staff to revert back to a manual recording system. The Board asked for more detail in relation to this and it was explained that it is a supplier issue that the College is pursuing. In terms of work experience, the Board were advised that 3.3% are not yet scheduled for placements, these are individuals who are not ready for work experience. In terms of the actual work experience undertaken, the position is now circa 43-44% and it is expected to rise significantly. It was explained that this was more to do with an issue of accurately recording rather than doing/completing the work placements. In terms of teaching and learning, a significant number of learning walks have been completed and in addition the College has moved back to graded lesson observations to ensure absolute clarity in terms of the quality of delivery. The team are also undertaking learner work scrutinies and a review of marking. The Deputy Principal expressed the belief that there were `no stones unturned.’ Members’ attention was drawn to the key strengths summarised and also the focus areas for improvement. It was explained that some courses are identified as being ‘at risk’ and to address this, the Senior team have very quickly changed staff to ensure that the right skills set is in place to deliver. The Board were reassured that intervention is in place, with sufficient support provided to students to enable them to catch up. The Board were reminded that performance management was a focus for improvement identified by Ofsted. In terms of staff change and also improved teaching and learning, it was suggested that these are indicators that improved performance management is working. In reviewing the detail provided, the Board questioned whether the Creative Media students have more contact time in lessons as the percentages were higher. It was explained that they do not and that random observations were undertaken, however the teams have focused on the perceived higher risk areas. Members’ attention was drawn to the QIP update included within the pack. The Deputy Principal indicated that she and staff have been quite harsh in terms of RAG rating, with the view and focus now very much being on impact and evidence. AGREED: to note the content of the updates provided.

8 BUSINESS & CURRICULUM PLAN The Deputy Principal provided a verbal update and confirmed that there is a high level plan in place. The Heads of Department have all been asked


to review each of their areas and respond to the proposals with variations or suggestions. She is now undertaking a review with Bedford College to make sure that proposals align. It was confirmed that there will be a final plan in place for the end of April 2017. AGREED: to note the update provided.

9 FINANCIAL STATEMENTS 2015/16 UPDATE The Interim FD reminded the Board that they had been unable to sign off the accounts as they usually do in December because of bank covenant breaches and issues regarding the College potentially being unable to confirm that it remains a `going concern’. Given the expected merger, the bank’s position is now much more content and the teams can move to progress and finalise the financial statements. Auditors have confirmed that the accounts will not be qualified, however they will include an emphasis of matter paragraph. The Board were advised that there are a few more lines of enquiry to progress, however these should lead to a positive change, for example pension deficit calculations. It was confirmed that the hope is to provide the final Financial Statements for 2015/16 to the Board meeting scheduled for 20th April 2017. AGREED: to note the content of the update provided.

Interim FD

20th April 2017

10 MERGED FINANCIAL PLAN The Interim Finance Director introduced this item and confirmed that the plan presented sits alongside the options assessment paper prepared for Steering Group 4. Members’ attention was drawn to the potential £4.3million break costs regarding the bank loans and it was acknowledged by all that these would have a significant impact if imposed. Both Colleges have met with Barclays and are in negotiation regarding the treatment of loans. This was very much described as a work in progress. The Board indicated that the position taken by Barclays bank within the sector generally also has to be taken as part of the context. All agreed that this was a critical piece of work that needed to be progressed carefully. The Board challenged the Senior team and expressed the view that it would be useful to go out to market too, to assess the options and thereafter fully review the pros and cons for the merged organisation moving forward into the future. Members’ attention was specifically drawn to the combined financial plan and the narrative referred to. AGREED: to note the update provided.


11 GOVERNANCE The Clerk to the Corporation introduced this item and provided an update on a number of matters. 1. Governor recruitment update

She advised that following an online national advert, the Search and Governance Committee were meeting on 8th March 2017 to review and consider expressions of interest received from a number of candidates. Critically education/FE experience remains a skills gap to fill on the Board. One proposal put forward is to strengthen FE experience on the QMAG Committee specifically by co-opting Em Lowe, who is the Deputy Principal responsible for Quality at Bedford College, as an external member. The Board all agreed that this was a very useful appointment and it was noted that reciprocal arrangements would be made for Corrie Harris to participate in the equivalent Committee at Bedford. AGREED: to appoint Em Lowe as an external Committee co-optee to QMAG from 2nd March 2017 until College dissolution. The Clerk then went on to advise that the Staff Governor, Gordon Morrison, has advised that he will be taking up an offer of voluntary redundancy on 12th May 2017. The Board were asked to consider the proposal that at this point in time he be offered a position as an external independent Governor, rather than as a Staff Governor. She advised that the Board has previously approved his continuation to the end of the academic year so that he could support the merger process and give consistency and continuity. All agreed that he has valuable FE experience which should be retained until merger. AGREED: to appoint Gordon Morrison as an external Governor with effect from 12th May 2017 until College dissolution. The Clerk indicated that at the point that he ceases to be a member of staff he will be ineligible to be a staff Governor, and assurance was given that recruitment efforts are underway to find a replacement for him as a staff Governor. 2. Governor Links 2017 Members reviewed the schedule presented and felt that there was a need to rationalise and streamline the list, given that the College is approaching the point of merger. The Board asked for clarity in terms of feedback and reporting outcomes. It was confirmed that the Clerk would be able to provide a guidance document and a questions feedback sheet. The Clerk was asked to review and put forward proposals for one link area for each Governor, with a meeting to be set up in the period March to July.


AGREED: to note the update provided. 3. Governor training and development The Clerk presented the log compiled to date and simply asked Governors to note the content. She indicated that if any Governor felt that there was anything missing, then they should contact her directly to update. 4. AoC East Midlands Governors’ meeting - February 2017 Ron Whittaker provided an update regarding his attendance at this meeting which he described as very useful. There were 20-25 Governors in attendance and the level of engagement and discussion was high. In particular, there was a very good presentation from the SFA where they advised that there is an expectation of 50 mergers to come out of the ABR process. There are currently 9 Colleges in `administered status’ and explanations for a number of Colleges’ difficulties were explained. The view of the SFA is that there are a number of unknowns in the sector which will continue to be a challenge, these include: a) LGPS b) The view of banks to the sector c) Relationship with Universities and HEI’s d) Apprenticeships AGREED: to note the content of the update provided. 5. Governor attendance The Clerk simply presented the attendance log for information.

12 MANAGEMENT ACCOUNTS TO 31ST JANUARY 2017 The Interim Finance Director presented these for information only and drew members’ attention specifically to page 2 which details the forecast outturn. He indicated that at this stage, it does not include any potential break costs relating to bank loans. The expected position in the December management accounts was a £1.5 million deficit, the position at the end of January is an increase in the deficit to £2.6 million. He provided a summary of the key changes. In terms of the outturn, a key change has been the treatment of funds expected from NEP/SEM LEP in relation to Wellingborough. These now have to be treated as a loan and the VAT on the project has been written off. The Board were advised that the EFA allocation for 2017/18 has now been received and is £300k better than expected. In terms of the Section 106 funds which have been vigorously pursued, these have now been repaid and are £90k, these will appear in next


month’s management accounts. The Board asked for an update on the in-year restructure process. They were advised that there are 14 staff who have agreed to exit through voluntary severance/redundancy. 5 staff are subject to performance management. There will be some mandatory redundancy. The College is currently not recruiting to new posts and are in joint discussions with Bedford regarding ongoing requirements. The outcome will be that the College is £500k over in terms of its pay costs when compared to the budget. This is solely influenced by the fact that the re-structuring exercise did not commence early enough in the year. AGREED: to note the content of the Management Accounts to 31st January 2017.

13 EXCEPTION REPORT – SAFEGUARDING EQUALITY & DIVERSITY PREVENT The Board were happy to note the content of the report provided.

14 MINUTES OF THE QMAG MEETING HELD ON 8TH FEBRUARY 2017 The content of the minutes were noted. The Chair of the Committee confirmed that it was a very useful meeting with an opportunity to drill down into the data and reports. All Governors were reminded that there is a standing open invite to attend QMAG meetings. AGREED: to note the content of the minutes provided.

15 AOB There were no items of additional business.

16 DATE AND TIME OF NEXT MEETING The Clerk confirmed that the next scheduled meeting was 20th April 2017. The Board indicated that they would wish to retain this date for the usual planned items, but would also benefit from an additional meeting being scheduled in early April to focus on a merger update. The Clerk confirmed that she would canvas availability and agree a date.

Clerk

March 2017

17 CONFIDENTIAL ITEMS It was agreed that confidential items would be recorded separately. Staff and students left the meeting at 7pm. Meeting closed at 7.10pm

Documents

TRESHAM COLLEGE CORPORATION BOARD MEETING · PDF fileCorrie Harris, Deputy Principal Marcus Holder, I nterim Finance Director ... It was noted that the Chair and Jane Spurgin have