Agenda and minutes

Apologies for absence were received from Jeremy Simons.

There were no declarations.

To agree the public minutes of the meeting held on 23 January 2015.

The public minutes of the meeting held on 23 January 2015 were considered and approved as a correct record.

MATTERS ARISING

Chairmanship of the Remuneration Committee – The Chairman of the Board of Governors stated that, for simplicity, it had been assumed that both he and the Deputy Chairman of the Board would serve as Chairman and Deputy Chairman of this Committee for the time being. He invited other Governors’ views on this going forward.

A Co-opted Governor stated that he felt that, whilst it was necessary to have both the Chairman and Deputy Chairman of the Board as members of the Remuneration Committee it would be considered best practice if the Chairman of the Board were not to preside over their meetings.

All Governors, including the Chairman of the Board, concurred with this view.

It was proposed that Sir Andrew Burns, as a Co-opted Governor, independent to the City of London Corporation, therefore be appointed as Chairman of the Remuneration Committee with immediate effect and that the Chairman of the Board of Governors serve as Deputy Chairman of this body as has been the practice in previous years.

A Co-opted Governor went on to raise the fact that, elsewhere, it was felt that it was not appropriate for the Chairman and Deputy Chairman of a Board to then also preside over any of its Sub Committee. The Town Clerk explained that each of the Board’s Committee’s currently had their own terms of reference (which were approved annually by the full Board) setting out where it was felt appropriate for the Chairman and Deputy Chairman of the Board to preside over Committee meetings (e.g. in the case of the Board’s Finance and Resources Committee) and where it was not (e.g. in the case of the Board’s Audit and Risk Management

Report of the Principal of the Guildhall School of Music & Drama.

The Committee received a report of the Principal of the Guildhall School of Music and Drama relative to the Higher Education Code of Governance and the role of Remuneration Committees.

The Deputy Chairman highlighted that the main elements of the HE Code of Governance of concern to this Committee were set out in paragraphs 3.13, 3.14, 3.15 and 3.16 of the Code as detailed within the report appendix. He stated that, against each of these elements, the School were required to either ‘comply or explain’.

The Principal stated that the School’s unique relationship with the City of London Corporation was well recognised but she highlighted that this also gave rise to difficulties in terms of the School being able to comply with various aspects of the Higher Education Code of Governance. She went on to state that, as far as compliance with the specific role of Remuneration Committees covered within the Code was concerned, the School felt that there were some areas that might usefully be looked at alongside Corporate HR to allow for greater flexibility. The Principal added that, at present, the School were uncertain as to what any requirements set out by the Office for Students might be in terms of compliance going forward.

Governors requested that the Remuneration Committee’s current Terms of Reference be redistributed outside of the meeting so that these could also then be formally considered/reviewed against the requirements set out within the Code of Governance at their next meeting. The Town Clerk undertook to action this request.

The Committee proceeded to look at each of the relevant paragraphs of the Code in turn where the following points were raised:

Paragraph 3.13

Members commented that, given the School’s unusual relationship with the City of London Corporation, this Committee was clearly very much an advisory as

There were no questions.

There were no urgent items.

There were no additional, urgent items of business for consideration.

MOTION - That under Section 100A(4) of the Local Government Act 1972, the public be excluded from the meeting for the following items of business on the grounds that they involve the likely disclosure of exempt information as defined in Part I of Schedule 12A of the Local Government Act.

RESOLVED – That under Section 100A(4) of the Local Government Act 1972, the public be excluded from the meeting for the following items of business on the grounds that they involve the likely disclosure of exempt information as defined in Paragraph 3 of Part I of Schedule 12A of the Local Government Act as follows:-

To agree the non-public minutes of the meeting held on 23 January 2015.

The non-public minutes of the meeting held on 23 January 2015 were considered and approved as a correct record.

Report of the Head of HR, Barbican and Guildhall School of Music & Drama.

The Committee received a report of the Head of HR, Barbican and Guildhall School of Music and Drama setting out the current workforce profile information, exit interview data for the last year and turnover figures for staff at the Guildhall School for the last three financial years.

There were no questions raised in the non-public session.

There were no urgent, additional items of business for consideration in the non-public session.