Non-Confidential Minutes Corporation Monday 3rd July 2023 At City Hub, Nottingham, NG1 7HB and via Microsoft Teams

1.0 Welcome and Apologies

188 The Chair welcomed all to the meeting. Apologies were received from Caitlin Duffield, Henry Icke, Angela Kandola (AK), Andy Griffin and Patricia Harman. It was noted that Jon Hawley (JH) has stepped down from the Board.

2.0 Declarations of Interest 

189 Interests declared: 

• JS 
  • CEO/Principal Nottingham College 
  • Trustee and Board Member of Skills and Education Group (SEG), awarding organisation and charity 
  • Ofsted Inspector 
  • Member of D2N2 LEP Principals’ Group 
• LM 
  • Deputy Vice Chancellor (Student Development & Engagement), University of Lincoln 
• RR 
  • Governance Consultant Stone King 
• AB 
  • Law firm acts for a college subcontractor 

No other declarations of interest were received in relation to matters on this agenda.

3.0 Minutes of the Previous Meeting

3.1 Minutes 

190 The Board reviewed the non-confidential minutes from the previous meeting on 15th May 2023 (distributed as CORP.030723.002). The Board resolved that the minutes be approved as a true record.

4.0 Actions and Matters Arising 

4.1 Action tracker 

191 Two of the four actions are complete. The two remaining open actions will be completed once it has been possible to establish collaborations with other local providers. 

4.2 Matters arising 

192 There were no matters arising.

5.0 CEO/Principal Report and KPIs 

193 JS presented the report to the Board (distributed as CORP.030723.005). She took governors through the key points in the report: 

• It is expected that now colleges have been returned to the public sector they will be required to have a financial year end of 31st March rather than 31st July as currently. The Treasury has rejected the option to give colleges VAT relief in line with schools, which would have meant a significant saving to the college. 
• The relationship with the unions continues to be positive, with the second increment from the previously agreed pay deal due to be paid in September. It is also hoped to achieve a further pay increase through the outcome of the college transformation programme which is getting underway. 
• JS has undertaken 7 roadshows for staff across college sites to tell them about the transformation programme and what it hopes to achieve. Responses to this have been positive. A governor confirmed from a recent visit to the college that staff appreciated the clarity of the messages from the roadshows. 
• The college is assessing the risks and benefits of AI, as well as the ethics around its use. Different AI tools are being used for initiatives such as marketing campaigns and generating teaching resources. College guidelines for AI use have been prepared which are being rolled out. 
• The FEC annual strategic conversation was very positive, as reflected in the letter from the FEC attached to the report. 

194 Governors expressed their frustration over the decision not to give colleges VAT relief. A governor asked whether the sector might challenge the decision but AC pointed out that the public sector as a whole does not receive VAT relief, even though schools do. 

195 Governors were pleased that the relationship with the unions continued to be positive.

6.0 Teaching, Learning and Quality 

6.1 Learning and Quality Committee feedback and draft minutes 

196 MC (Chair of the Committee) took governors through a summary of the Learning and Quality Committee meetings held on 24th April and 19th June (chaired by PH) (distributed as CORP.030723.005). There were ongoing concerns around retention and progression. T levels had been discussed in detail as governors have concerns around the breadth of available qualifications being reduced over time and the demands of the number of work placement hours required for T levels. MR responded that work placements are not a concern for two of the three areas in which T levels will be offered from September, but the work placement requirements are considerable for these qualifications. A governor commented that work placements are a particular pressure for special needs students and indicated that collective expertise of governors might be leveraged to help ensure adequate work placement provision for all learners.

6.2 Deputy Principal Report 

197 MR highlighted the key points in his report (distributed as CORP.030723.006): 

• Main focus of this term has been closing down outcomes and planning ahead 
• Predicted achievement is cautious, pass rates are expected to show an improvement 
• #KPI achievement is on track, although 16-18 retention has dipped recently 
• Attendance strategies that have achieved best results will be rolled out across all centres for the new academic year 

198 Following the incident in the city centre on Tuesday 13th June, two learners were delayed getting to their GCSE exams and no others were affected. These learners were given extra time to complete their exams. A governor asked whether the level of GCSE English and maths exam attendance was considered low. MR responded that exam attendance is variable across the sector. 

6.3 Executive Director of Employer Services Report 

199 LW updated the Board on the key points in her report (distributed as CORP.030723.007): 

• The accountability plan, as approved at the last Board meeting, has been submitted to the DfE 
• Apprenticeship starts are showing a modest recovery 
• The ESFA has approved an increase in subcontracting to facilitate continuation of courses helping ESOL learners into work 

200 A governor asked how the proportion of subcontracting could be increasing if the number of learners is not. LW explained that learners are staying on and doing further courses. 

201 Governors commended colleagues on the achievement of a significant Turing award that had just been announced.

6.4 Policy Review 

202 Following the recommendation from the Learning and Quality Committee, the Board resolved to approve the following updated policies: 

• HE Bursary Policy (distributed as CORP.030723.008) 
• HE Complaints Policy (distributed as CORP.030723.009) 
• Bursary Policy (distributed as CORP.030723.011) 
• CEIAG Policy (distributed as CORP.030723.012) 
• Complaints Policy (distributed as CORP.030723.013) 

203 The safeguarding policy (distributed as CORP.030723.010) was withdrawn for further editing and will be circulated for approval by written resolution over the Summer. 

6.5 EDI Report for 21/22 and action plan 

204 MR presented the EDI report and action plan (distributed as CORP.030723.014). Achievement gaps between male and female learners were reduced in 21/22 and the report contains some encouraging achievement data among groups who do not achieve as well when looking across the sector as a whole.

205 A governor queried the low level of apprentices from ethnic minority groups, how parents of potential apprentices are engaged, and how widely apprenticeship opportunities are understood outside the college. MR confirmed lower apprentice numbers is a sector-wide issue and that Open Days are used to engage with parents as much as possible. Interaction between the college and schools is also increasing which is helping to get the message out about how far-reaching the opportunities through apprenticeships are. LW confirmed that internal progression rates into apprenticeships could be improved, and that the college’s apprentices are drawn nationally rather than just from within the Nottingham area. 

206 The Board resolved to approve the EDI report and action plan for publication on the college’s website. 6.6 Governor feedback on visits undertaken since the last meeting 

207 Governors noted the report (distributed as CORP.030723.015). The Chair thanked all governors for their efforts in visiting the college.

7.0 Safeguarding

208 The Board reviewed the quarter 3 safeguarding report and an additional appendix relating to the external review of trip procedures (distributed as CORP.030723.016). The appendix was received by the Learning and Quality Committee at its meeting on 19th June as part of the report from the Director of Student Services. A governor sought assurance that any changes to college trip procedures would not lead to a level of bureaucracy that would make staff unwilling to take learners on trips. JS and AC responded that a measured approach was being taken and that revised trip procedures would be reported to the first Learning and Quality Committee meeting of the new academic year.

8.0 Finance and Assets Committee Feedback 

8.1 Finance and Assets Committee feedback and draft minutes 

209 The committee Chair presented the draft minutes and feedback report from the Finance and Assets Committee meeting on 26th June (distributed as CORP.030723.017). The P9 management accounts had been reviewed and the good progress towards the full-year EBITDA noted. The committee also reviewed the budget and forecast for 23/24 and recommends these to the Board for approval. The committee noted the challenge of meeting the EBITDA target for 23/24 and that refinancing of the college’s lending arrangements will need to be undertaken next year. 

8.2 Management Accounts P9 

210 Governors noted the management accounts to end April 2023, presented by AC (distributed as CORP.030723.018). April had been a good month, with income and EBITDA improving. A governor asked about how ongoing staffing costs are monitored, analysed and used in planning. AC responded that room and staff utilisation is looked at to ensure the college is running efficiently. JS explained that the staff utilisation measure does not include remission and is based on curriculum planning. Governors sought assurance that agency staff costs are controlled. AC responded that these costs are carefully looked at and there is ongoing activity to reduce them.

8.3 Budget and Forecast 23/24 

211 The Board reviewed the budget for 23/24 and forecast for 24/25 (distributed as CORP.030723.019). Governors noted that the paper reflects the previously approved Recovery Plan to July 2024. The outturn for 22/23, 23/24 budget and forecast for 24/25 are all shown in the paper. Achievement of budgeted EBITDA and all bank covenants is expected for the year. 

212 AC presented the budget for 23/24, explaining that targets are realistic and prudent. A governor asked about risks related to T level implementation. AC responded that this is minimal, with 3 T level courses starting this September. There is some risk around achieving enough work placement hours for one course. There is greater risk moving towards September 2025, as other level 3 qualifications are defunded and the number of T levels increases in response. A governor asked about whether learner numbers might reduce due to more people finding it necessary to work. JS responded that the greatest impact of this so far had been on the attendance of enrolled learners, who are working to make ends meet. AC explained that a reduction in contact hours in HE will help these learners with this aspect. 

213 A governor asked whether the college will leverage opportunities presented by the NHS long term workforce plan, given the college’s strength in healthcare education. JS responded that she and senior colleagues are developing relationships with different areas of the NHS in order to make sure the college is positioned where it needs to be. 

214 A governor asked about progression following the gap that had been reported to the Finance and Assets committee meeting in June. AC responded that due to intervention at the most senior level, progression pre-enrolments had shown a marked increase in recent days. Efforts will be made to stay in touch with applicants and progressors over the Summer holiday. A governor commented that they would have expected the progression target to have been achieved before this point in the year. 

215 A governor asked on what basis apprenticeship enrolments are expected to be consistent in the 23/24 budget when they have been variable this year. LW explained that apprenticeships had achieved its internal stretch target this year and will be working hard to do the same next year.

216 The incremental pay rise for September 2023 previously agreed with unions in the pay settlement in April 2022 is included in the budgeted pay cost. A governor asked if there was any general pay award included in the budget. AC explained that there is no further pay award in the budget but there is an ambition to achieve a pay award in 23/24. AC further explained that there were 4 component parts to the college's approach to rewarding staff through pay: 1. The September-23 incremental progression noted above. 2. The ambition to achieve a 23/24 pay award, any funds for which will be raised from savings through transformation programme previously outlined by JS in the CEO report. 3.A bonus as was paid in 22/23 for achieving targets. 4. Incremental pay rise in September-24. A governor sought reassurance that any savings achieved through the transformation programme would not compromise quality improvement in teaching and learning. AC reported to governors that a contract award for new multi-function devices would shortly be circulated to the Board for approval by written resolution. This new three year contract will make a significant saving on printing costs.

217 Governors considered that the 24/25 forecast is the last that will be submitted to the DfE before negotiations around refinancing begin. The Board expressed its hope that the move back into the public sector may make the terms of the new arrangement more favourable to the college. AC explained that the EBITDA in the forecast has been set at a level a little below 7% which is a common approach for the sector. 

218 The Corporation resolved to approve the following, as recommended by the Finance and Assets Committee: 

1. The 3-year plan for the 2022-23 outturn, 2023-24 budget and 2024-25 forecast. 
2. The 2023-24 budget, including the incremental pay award in September 2023 to all eligible staff. 
3. The College Financial Forecast Return (CFFR) for submission to the ESFA by 31 C 2023. 
4. The award of a contract to Expressions Academy of Performing Arts in 2023- 24 up to the value of £150,000 for 14-19 provision. 
5. The award of a contract to Expressions Academy of Performing Arts in 2023- 24 up to the value of £186,000 for HE provision. 

8.4 Policy review 

219 Following the recommendation from the Finance and Assets Committee, the Board resolved to approve the following updated policies: 

• Financial Regulations (distributed as CORP.030723.020) 
• Treasury Management Policy (distributed as CORP.030723.021) 
• Supply Fees and Charges Policy (distributed as CORP.030723.022)

9.0 Audit Committee Feedback 

9.1 Audit Committee feedback and minutes 

220 The committee Chair presented the draft minutes and feedback report from the Audit Committee meeting on 12th June (distributed as CORP.030723.023). External governors had a pre-meet with the auditors and no significant issues were raised. There were no outstanding recommendations from internal audit reports, which is a good position for the end of the year. The strategic risk register was presented as a work in progress and discussed by the Committee. This is recommended for Board approval under item 9.5. 

9.2 Internal audit plan 23/24 

221 The Board resolved to approve the internal audit plan for 23/24 as recommended by the Audit Committee (distributed as CORP.030723.024). 9.3 Audit strategy memorandum 

222 The Board resolved to approve the audit strategy memorandum as recommended by the Audit Committee (distributed as CORP.030723.025). 

9.4 Risk management report 

223 The Board noted the risk management report (distributed as CORP.030723.026). 

9.5 Strategic risk register

224 Governors reviewed the strategic risk register and the risk appetite statement (distributed as CORP.030723.027). AC noted that the register and statement reflect discussions from the strategy away day and Board meetings in January 2023 and March 2023 respectively. AC acknowledged that this is a work in progress for continued refinement. The Board resolved to approve the risk appetite statement and the strategic risk register, noting that the strategic risk process will continue to be refined. 

9.6 Whistleblowing policy 

225 Following the recommendation from the Audit Committee, the Board resolved to approve the whistleblowing policy (distributed as CORP.030723.028), subject to two minor amendments requested by governors, relating to role titles and who the policy is relevant to.

10.0 Workforce and Development Committee 

10.1 Workforce and Development Committee feedback and minutes 226 The committee Chair presented the draft minutes and feedback report from the Workforce and Development Committee meeting on 20th May (distributed as CORP.030723.029). The committee had noted the action being taken in relation to staff absence and the implementation of the People Strategy was progressing well. The Committee had received the EDI report and action plan and had referred it onto the Learning and Quality Committee for its scrutiny because much of the data in the report related to learners. Governors noted that the business of the Workforce and Development Committee would be taken into the Finance and Assets Committee from the 23/24 academic year and that this Committee would not continue. 

10.2 EDI policy 227 As recommended by the Workforce and Development Committee, the Board resolved to approve the updated EDI policy (distributed as CORP.030723.029a).

11.0 Governance and Search Committee 

11.1 Governance and Search Committee feedback and draft minutes 

228 Governors noted the draft minutes and feedback report from the Governance and Search Committee meeting on 21st June (distributed as CORP.030723.030). 

11.2 Chair Designate appointment 

229 Four good candidates for the Chair Designate role had been interviewed by governors on 19th June, as set out in the paper (distributed as CORP.030723.031). Following recommendations by the Governance and Search Committee, the Board resolved to: 

• appoint David Marlow (DM) as the Chair Designate 
• appoint DM as a Board member for a term of four years 
• appoint DM as one of two Vice Chairs of the Board for 23/24
• consider DM’s appointment as chair during 23/24 to commence in 24/25, following a full year handover between DM and CT. 

11.3 Terms of Office, re-appointment and recruitment 

230 The Board resolved to reappoint PH for a further four-year term, as recommended by the Governance and Search Committee. Governors noted governor retirements and resignations as set out in the paper (distributed as CORP.030723.032).

11.4 Committee Structure, Chairs and Memberships 23/24 

231 The Board resolved to approve the revised committee structure and the appointment of committee chairs for 23/24 as set out in the paper (distributed as CORP.030723.033). In addition, the Board resolved to appoint JH as a co-opted member of the Audit Committee for 23/24. 

11.5 Standing Orders 

232 RR presented the updated Standing Orders for 23/24 (distributed as CORP.030723.034). These reflect the changes to the Committee structure and amended Terms of Reference which have been scrutinised by each Committee as appropriate. Following the ONS reclassification, a standing order has been included to confirm that the Board will have due regard to Managing Public Money requirements. 

233 The Board resolved to approve the updated Standing Orders, as recommended by the Governance and Search Committee. 

11.6 Annual Report 

234 Governors noted the Governance and Search Committee annual report (distributed as CORP.030723.035).

12.0 Business Schedule 23/24 

235 The Board resolved to approve the business schedule for 23/24 (distributed as CORP.030723.036).

13.0 Board Policy Review 

236 This is being developed and will reduce the burden of committee and Board policy approval.

14.0 Chair/Vice Chair 23/24 

237 The Board confirmed the appointment DM as one Vice Chair of the Board for 23/24 as discussed under item 11.2. Nominations had been received for AU as Vice Chair and CT as Chair for 23/24. No other nominations were received. The Board resolved to approve the appointment of AU as Vice Chair and CT as Chair for 23/24.

15.0 AOB 

238 The Chair of the Finance and Assets Committee thanked the Director of MIS and IT for the delivery of considerable improvements to the IT infrastructure over 22/23. The Chair of the Board thanked AK, LS and JH for their contribution over recent years. She thanked the student governors, whose terms of office were coming to an end. CT particularly thanked MC, who was retiring from the Board after more than 6 years of hard work and diligence, supporting the college through merger and beyond.

16.0 Date of the Next Meeting

239 The next Board meeting will take place on 16th October 2023.