Governance and Search Committee Minutes of the meeting held at 4.30pm on 13th November 2023 via Teams

1.0 Apologies for Absence

045 No apologies were received.

2.0 Declaration of Interests

046 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 

047 RR carries out external governance reviews on behalf of Stone King. 

No other interests were declared in relation to items on this agenda.

3.0 Minutes and Actions 

3.1 Minutes of the previous meeting 

048 The Committee reviewed the minutes from the previous meeting held on 21st June 2023 (distributed as G&S.131123.002). The Committee resolved that the minutes of the meeting be approved as a true record. 

3.2 Actions 

049 The Committee reviewed the Open Action Tracker (distributed as G&S.131123.003): 
24.11.21 – Action 3 -Training session on quality – remains ongoing, RP will undertake this in the Spring 
6.2.23 – Action 3 - 23/24 events calendar – remains ongoing 
6.2.23 – Action 6 - Areas of development – to follow up after individual governor conversations are complete 

All other actions complete. 

050 There were no matters arising.

4.0 Governor Attendance

051 The committee received a report on governor meeting attendance over 22/23 (distributed as G&S.131123.004). Attendance will be published in the corporate governance statement for 22/23 and is part of the individual meetings being held between governors and the Chair. 

052 The committee discussed attendance and concluded that this measure does not reflect each governor’s commitment or the value of their contribution to the college. 

053 Governors commented that those with demanding careers often have valuable expertise to share and this sometimes has to be balanced against the time commitment they are able to make. It was however observed that quoracy can be an issue if governors do not give their apologies for meetings in a timely way. 

054 Where governors have less than 80% attendance, the importance of attendance emphasised in individual governor conversations. The committee resolved to recommend an attendance target of 100% with a minimum of 80% for the 23/24 academic year to board for approval. 

Action – RR to double check governor attendance statistics for 22/23. 

Action – JS and RR to meet with student governors to support them with interpreting meeting papers.

5.0 Skills Audit

055 The Committee reviewed the skills audit outturn for 22/23 (distributed as G&S.131123.005). Two more returns have been received from governors since the paper was written. Significant areas of low self-assessment score correlate with governors who have recently joined the board and are not in the areas of expertise that each governor was recruited for. 

056 A governor commented that there was a good distribution of high marks across all skills, indicating that as a body they have the skills to fulfil their responsibilities. Another governor commented that marketing and IT skills may be useful additions to the board. The committee was invited to bear the assessment in mind when considering the other items on the agenda for this meeting.

6.0 Governor Training and Development

057 The committee reviewed the report on governor training undertaken over 22/23 (distributed as G&S.131123.006) and considered training requirements for board members over 23/24. 

058 The committee resolved that all governors should complete mandatory cybersecurity training due to it being a condition of the college’s insurance. It noted that data protection training now needs to be renewed annually for the same reason. 

059 The committee resolved that in general, co-opted committee members should not have college email accounts and should only be asked to complete mandatory training where there is a specific need identified in relation to the committee being recruited to. Mandatory training represents a significant time commitment which is often disproportionate to the role of a co-opted committee member. 

060 The committee resolved that training for the new ESFA financial handbook should be undertaken for governors once this is available.

7.0 Link Governors

061 The committee considered the updated link governor protocol (circulated as G&S.131123.007). RR thanked PH for her support and considerable work both in maintaining links and development of the scheme. 

062 The committee discussed the EDI link governor role and whether two links, for staff and students, were required. Governors concluded that student governor membership of learning and quality committee, the college annual EDI report covering students and staff and an analysis of student demographic data being contained within the SAR, as well as EDI link governor attendance at the college EDI committee means this area is adequately monitored at board level. Governors commented that they want analysis on EDI areas of concern rather than general demographic breakdowns in reports. 

063 The committee considered the efficacy and sustainability of having a link governor for each college campus. Governors on the committee in campus-linked roles commented that these relationships are useful to assess the impact of strategies that are reported to the board at site level and should continue. The committee resolved to approve: 

• the link governor protocol as presented
• appointment of a new link governor for Basford
• link governor reports to each relevant committee 

Action - RR to ask all governors whether they would consider becoming the new Basford campus link governor.

8.0 AOC Code of Good Governance

064 Governors received an update on the revised AoC code of good governance (distributed as G&S.131123.009). This was launched in August 2023, although the current version of the code will be utilised for end of year reporting for 23/24. 

065 The committee resolved that the college should adopt the updated AoC code of good governance from September 2024, having ensured a gradual move to compliance over 23/24.

9.0 External Governance Review 

066 Governors reviewed the external governance review report produced by Governance4FE, which had been presented to all governors shortly before this meeting by the reviewer (distributed as G&S.131123.010). 

067 Governors were keen that aspects of the opening summary from the report should be published in the corporate governance statement for 22/23, over and above the obligatory publishing of the detail of when the review took place and who carried it out. 

068 Governors were pleased to note that the report reflected that the college is well governed and ready to go to next level of governance from this sound starting point. 

The committee resolved to recommend the report to board for its acceptance.

10.0 Self Assessment 

10.1 Closing development plan 22/23 

069 Governors considered the closing of the development plan for 22/23 and KPIs to carry forward to 23/24 (distributed as G&S.131123.011). The committee agreed that all KPIs should be continued into 23/24. 

The committee resolved to recommend the closing of the development plan for 22/23 as presented to board. 

10.2 Draft self-assessment report 22/23 

070 Governors considered the draft self-assessment report for 22/23 (distributed as G&S.131123.012). This report is relatively light, due to the external review being undertaken recently, and concludes that governance for 22/23 was good. 

Action – RR to expand on the development points from the individual governor conversations once these are all available. 

The committee resolved to recommend the conclusion that governance was good in 22/23 to the board for approval.

11.0 Development Plan 23/24 

071 The committee considered the report on the governor development plan for 23/24 (distributed as G&S.131123.013). Suggested development for 23/24 is based on previously agreed governor KPIs, outcomes of individual meetings with the chair, and the recommendations from the external governance review report. The committee agreed that the items from 22/23 should be carried forward into 23/24 as shown in the draft plan. 

072 The committee supported all the recommendations from the external governance review related to reporting (recs 1, 2, 5, 6, 7 and 14). A governor remarked that some committee reports could be targeted to start developing more of a collaborative oversight approach in meetings. 

Action - RR and JS to develop reporting to board and committees in line with relevant recommendations from external governance review report. 

Action - a memorandum of understanding to be drawn up between the board and each of the college’s subsidiaries to facilitate the matters reserved scheme recommended by the external governance review (rec 3) – JS / RR 

073 Governors considered their ambassadorial role in response to the recommendation from the external governance review (rec 4). The committee concluded that this should be well defined and could include governors being invited by ELT to be involved in certain projects, or involvement in college industrial advisory board meetings. A governor commented that the expertise board members bring is not always exploited to its utmost by the college, although the committee acknowledged that governors needed to take care that their input remains at the appropriate level. 

Action - Definition of governor ambassadorial role to be added to standing orders (rec 4) - RR 

Action - Register of interests to be published on Decision Time (rec 8) – RR

074 Governors did not feel that explicitly linking strategic priorities to committees would add any further value given that these are already linked in each report that comes to each committee and board meeting (rec 9). Similarly, it is not considered that any further action on stakeholder engagement is required due to student and employer survey outcomes and related action plans being regularly reported to the learning and quality committee (rec 11). Governors acknowledged that there are already adequate opportunities to engage with students and college life. 

075 The committee agreed that the CEO’s appraisal and its reporting is already adequate (rec 13). Governors did not feel that all reports should contain options dismissed (rec 14), but did agree that where significant strategic decisions are being made it can be helpful to report on options discounted to provide greater context to governors and that this in turn can help to bolster trust between the board and executive leaders. The committee agreed that reflection at the end of each meeting (rec 15) was unnecessary, particularly given that individual governor conversations (rec 10) are already underway and are providing significant insight into how governing body performance might be improved. 

Action - Outline succession plan for CEO and Executive to be drawn up (rec 16) – JS / RR

12.0 Board and Committee Membership

076 The committee reviewed the current composition of the board and committees and the terms of office that expire in 23/24 (distributed as G&S.131123.014). The committee agreed that there should not be a City Council governor on the board for 23/24 given the conflict of interest difficulties with it being a refinancing year. 7 governors have terms of office expiring on 31st July 2024 although individual governor conversations have indicated that several of these will be prepared to stay for a further term of office. 

077 The committee discussed the two current governor vacancies and concluded that recruitment to these would be prudent given the number of governor terms expiring in July 2024 and July 2025. Governors are keen that recruitment is based on the diversity and needs of the college’s location and community, and that HR expertise is pursued given the skills of the governors whose terms are coming to an end in July 24. 

Action – Peridot to be engaged in search for two new governors, one to reflect the local community and one with HR relevant skills – RR

13.0 AOB 

078 None

14.0 Date of the Next Meeting

079 The next meeting of the committee is scheduled for Monday 5th February 2024 at 4.30 pm, although governor availability means this will need to be rescheduled. 

The Chair closed the meeting at 6.22 pm.