Present:
| Name | Job Title |
|---|---|
| Carole Thorogood (Chair) (CT) | External Governor |
| Patricia Harman (PH) | External Governor |
| David Marlow (DM) | External Governor |
| Andrew Unitt (AU) | External Governor |
| Sharon Townes (ST) | External Governor |
| Janet Smith (JS) | CEO and Principal |
In attendance:
| Name | Job Title |
|---|---|
| Rachel Robson (RR) | Director of Governance |
| Jo Welham (JW) | Governance and Corporate Support Manager |
1.0 Apologies for Absence
080 No apologies were received.
2.0 Declarations of Interest
081 JS declared the following interests:
- CEO/Principal Nottingham College
- Trustee and Board Members of Skills and Education Group (SEG), awarding organisation and charity
- Ofsted Inspector
- Member of D2N2 LEP Principals’ Group
- Member of Performance and Quality Committee, Futures Group
082 RR declared the following interests:
- Governance consultant with Stone King
- daughter works for Peridot
No other interests were declared in relation to items on this agenda.
3.0 Minutes of the Previous Meeting
083 The Committee reviewed the minutes from the previous meeting held on 13th November 2023 (distributed as G&S.120324.002). The Committee resolved that the minutes of the meeting be approved as a true record subject to the amendment to those present at the meeting.
4.0 Actions and Matters Arising
084 The Committee reviewed the Open Action Tracker (distributed as G&S.120324.003):
- 24.11.21 – Action 3 -Training session on quality – dates for after Easter to be released shortly, action ongoing
- 6.2.23 – Action 3 - 23/24 events calendar, shared as dates are released. Agreed action closed
- 13.11.23 - Action 6 – Industry Advisory Board meetings – governors will be updated on these separately, action ongoing
- 13.11.23 – Action 9 – The executive succession plan will be completed in the Summer term, action ongoing
All other actions agreed complete.
Governors were invited to review the new resources section in Decision Time, which contains the register of interests, governor handbook and other role-relevant supporting information.
There were no matters arising.
5.0 Development Plan 23/24
085 The committee received a report on progress against the governor development plan for 23/24 (distributed as G&S.120324.004). Governors reviewed the plan and supported the progress made. The committee agreed the KPIs and associated measures are appropriate.
Action – RR / JW to provide user-friendly format for KPI measures at the next meeting of the committee.
6.0 Code of Good Governance
086 The Committee reviewed an update on compliance against the revised AoC code (distributed as G&S.120324.005). RR noted that the current code will be withdrawn on 31st July 2024. Governors confirmed that they confident that the board will be in a position to adopt this new code this Summer.
Action – RR – amend to refer to Local Skills Duty.
7.0 Governor Development Consultations
087 The committee reviewed the outcomes of the 1:1 discussions with the Chair (distributed as G&S.120324.006). The Chair and Committee members reported that they had found the experience positive and productive. Common themes are being applied to improve areas such as reporting to board and committees.
088 A governor commented that it is encouraging the governors generally feel they contribute well and are committed to the role. The Chair commented that the conversations were useful for aiding new governors in feeling confident to contribute in areas outside their immediate expertise. Governors agreed that these conversations are valuable and should occur annually.
089 A governor asked about how board effectiveness is evaluated by the executive. RR explained the ELT members are asked for feedback on the effectiveness of board and committees as part of the annual self-assessment process, the outturn will be included in the governance self-assessment report to be shared in the autumn term.
8.0 EDI
090 The committee considered the outcome of the FE workforce data survey (circulated as G&S.120324.007). Governors reviewed the outcome for 22/23 for the college against the sector data provided for 21/22. Governors were of the view that the age, gender and term of office spread is good for the board, but ethnic diversity could be improved which is a similar picture to previous years. Governors are keen to consider the ethnic diversity profile of the board in the upcoming round of recruitment to be discussed under Item 9.
9.0 Succession, Recruitment and Reappointment
091 Governors received an update (distributed as G&S.120324.008).
9.1 Board and committee membership
092 Governors noted the number of terms of office that end on or before 31st July 2025 and that this will have an impact on the expertise of the board as a whole over this timeframe. Following questions from governors, RR clarified that in accordance with standing orders, those at the end of a second term of office can be considered for a further term of office of one year in exceptional circumstances (up to a maximum of a total of 10 years).
9.2 Proposal for recruitment
093 Following discussion, governors agreed that recruitment for three governors should be undertaken. Governors are keen to recruit a governor with financial and audit understanding, as well as the HR and community expertise already outlined in the proposal. Governors resolved to approve the proposal for governor recruitment provided as part of the report, with financial and audit experience to be added.
9.3 Changes to committee memberships
094 Governors noted the table within the report showing current committee memberships and some proposed changes. Governors resolved to recommend to the board that it approves the changes to committee memberships as shown in the paper.
9.4 Link governor roles
095 Governors noted the table of link governors and the senior managers with whom they liaise within the college. Governors asked what the sustainability link governor role would cover. RR confirmed that a role description would now be prepared for consideration.
Action – RR to bring sustainability governor role description to the next meeting of the committee.
096 The committee resolved to approve the link governors for the remainder of 23/24 and the introduction of an environmental sustainability link governor. Governors were reminded that link governor training will be held on 20th March.
10.0 Code of Conduct
097 Governors reviewed the updated Code of Conduct (distributed as G&S.120324.009). The model code was updated by Eversheds in Autumn 2023 to reflect the return of colleges to the public sector. The committee resolved to recommend to the board that it approve the adoption of the updated Code of Conduct for all governors.
11.0 Instrument and Articles
098 Governors considered the proposed amendments to Instrument and Articles, which have undergone their annual review (distributed as G&S.120324.010). Only minor changes are suggested this year; to increase the number of external governors from up to 15 to up to 16 and to increase overall board size to being not less than 12 and not more that 21.
The committee resolved to recommend the updated Instrument and Articles to the board for approval.
12.0 AOB
099 CT reported that she and DM propose sharing the chair of the board role for 24/25, changing over part way through the year, with DM chairing this committee from September 2024. These proposals will be brought to governors in the summer term.
100 Governors discussed the possibility of bringing in a senior independent governor role from September 2024. Consideration was given to how this role might interact with offices such as committee chair.
Action - RR to bring options paper on the senior independent governor role to the next meeting of the committee.
13.0 Date of the Next Meeting
101 The next meeting of the committee is scheduled for Monday 3 rd June 2024 at 4.30 pm.
The Chair closed the meeting at 5.31pm.
