Agenda and minutes

Moved by Vivienne Littlechild, duly seconded and

RESOLVED – That Alderman Russell takes ‘the chair’ prior to the election of a Chairman for the ensuing year.

Apologies for absence were received from Professor Geoff Crossick, Stuart Fraser and Jeremy Mayhew.

There were no declarations.

To receive the Order of the Court of Common Council, 19 April 2018, appointing the Board and approving its terms of reference.

The Board received the Order of the Common Council and noted that Andy Taylor had now been formally elected by academic staff to replace Jo Hensel as a Board member.  

To appoint a Chairman in accordance with Standing Order No. 29.

The Town Clerk read the names of those Members eligible to stand as Chairman for the ensuing year. Vivienne Littlechild being the only Member putting themselves forward for the office, it was

RESOLVED – That Vivienne Littlechild be elected as Chairman of the Board of Governors for the ensuing year. 

Upon taking her seat, the Chairman thanked Governors for her election, also welcoming Randall Anderson, Ann Holmes and Andy Taylor to their first meetings.

To appoint a Deputy Chairman in accordance with Standing Order No. 30.

The Town Clerk confirmed that the immediate past Chairman had indicated his intention to exercise his right, under Standing Order 30 (3)(a) to stand as Deputy Chairman for the ensuing year and therefore an election for this office would not take place.

RESOLVED – That Deputy John Bennett be declared as elected as Deputy Chairman of the Board of Governors for the ensuing year.

Vote of Thanks to the Past Chairman

The Chairman moved a vote of thanks to Deputy John Bennett, the immediate past Chairman.

RESOLVED UNANIMOUSLY:

THAT at the conclusion of his three year term of office as Chairman of the

Board of Governors of the Guildhall School of Music & Drama, his colleagues

wish to convey to

JOHN BENNETT, DEPUTY

their sincere thanks and appreciation for his energy, enthusiasm and keen interest in the many and varied aspects of the work of the Board and the Guildhall School of Music and Drama. His leadership, along with his calm and considered approach, has been fundamental to the great success and continued growth of our world class and world leading conservatoire over the period of his Chairmanship, with notable developments over that time in the range and breadth of activity offered by the School.

THE past three years has seen many changes and one of the most significant contributions has been his involvement in the appointment and successful introduction of a new Principal in 2017. Other major initiatives during his Chairmanship period have been the Board’s contributory work on the Culture Mile and the Centre for Music, with closer links with the Barbican Centre, along with the development of a new Strategic Plan. Additionally, during his Chairmanship the School’s teaching was judged as world leading following HEFCE’s Institution Specific Review, resulting in a significant grant to the School.

HIS Chairmanship

To agree the public minutes and summary of the meeting held on 19 February 2018.

RESOLVED – That the public minutes of the meeting held on 19 February 2018 be approved as a correct record. There were no matters arising.

To receive the public minutes of the

(a)  Governance & Effectiveness Committee held on 27 February 2018;

(b)  Remuneration Committee held on 6 March 2018;

(c)  Audit & Risk Management Committee held on 30 April 2018; and

(d)  Nominations Committee held on 1 May 2018.

The public minutes of the Governance and Effectiveness, Remuneration, Audit and Risk Management and Nominations Committees’ meetings were noted.

RECEIVED.

Joint report of the Principal and the Town Clerk.

The Board had before them the joint report of the Principal and Town Clerk on terms of reference and dates of meetings in 2018/19.

The following matters were raised:-

·         The Deputy Chairman suggested that under ‘Constitution’ (page 29 of the agenda pack) the Chairman of the Guildhall School Trust also be included as permitted to attend Board meetings in a non-voting, advisory capacity.

·         A Co-opted Governor put forward the view that the Chairman of the Remuneration Committee should not be either the Chairman or Deputy Chairman of the Board.

·         It was noted that the July meeting of the Finance and Resources Committee should be rescheduled for September.

·         Noted that the Governance and Effectiveness Committee’s terms of reference (page 39) required amendment, following the introduction of the Office for Students, and that the Committee would continue to consider matters relating to changes in the School’s governance requirements as a result of any future changes.  

RESOLVED

(a)  That the Board approve -

(i)    the recommended amendments to the terms of reference of the Board of Governors, with the inclusion of the Chairman of the Guildhall School Trust as permitted to attend Board meetings in a non-voting advisory capacity, for consideration and approval by the Court of Common Council;

(ii)   the recommended amendments to the Audit & Risk Management Committee terms of reference;

(iii) the recommended amendments to the Remuneration Committee terms of reference, with the inclusion of ‘The Chairman of the Remuneration Committee should not be either the Chairman or Deputy Chairman of the Board’; and

(iii)  the terms of reference of all the other committees and the Academic Assurance Working Group; 

(b)  That the Board note the need for future review of committee structure, terms of references, etc; and

(c)   That the Board note the dates of the next Board and committee

Report of the Town Clerk.

The Board had before them the Town Clerk’s paper on appointments to the Board’s sub committee’s for 2018/19. Arising from discussions it was

RESOLVED – That the Board approves the following appointments:-

Audit and Risk Management Committee

Marianne Fredericks (Chairman)

Randall Anderson

Christina Coker *

Graham Packham

Neil Constable (Co-opted with Board’s agreement)

*term of office as Board member expires in November 2018 – can be Co-opted onto Committee with Board’s agreement after that time

Remuneration Committee

Randall Anderson

Sir Andrew Burns

John Bennett

John Chapman

Professor Maria Delgado

Michael Hoffman

Vivienne Littlechild

Alderman William Russell

Nominations Committee

Vivienne Littlechild (Chairman)

John Bennett (Deputy Chairman)

Christina Coker *

Professor Geoff Crossick

Marianne Fredericks

Michael Hoffman

Andy Taylor

Lynne Williams

*term of office as Board member expires in November 2018 – can be Co-opted onto Committee with Board’s agreement after that time

Reference Sub

Vivienne Littlechild (Chairman)

John Bennett (Deputy Chairman)

Sir Andrew Burns 

Michael Hoffman

Sheriff & Alderman William Russell

Finance and Resources Committee

Vivienne Littlechild (Chairman)

John Bennett (Deputy Chairman)

John Chapman

Sheriff & Alderman William Russell

1 vacancy  

Governance & Effectiveness Committee

Sir Andrew Burns

John Bennett

Marianne Fredericks

Professor Geoff Crossick

Gareth Higgins

Michael Hoffman

Ann Holmes

Vivienne Littlechild

Lynne Williams

Report of the Town Clerk.

The Board considered the Town Clerk’s paper on outstanding actions and the following matters were raised:-

·         Noted that new Board members and those still to return their skills questionnaire would be sent a copy for completion, with the results to be presented to the Governance and Effectiveness Committee, prior to Board. 

·         A Board Member requested that, where appropriate, a non-public outstanding actions report be included on the agenda.

RECEIVED.

Report of the Principal.

The Principal presented her public report.

RECEIVED.

There were no questions.

There was no urgent public business.

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 100(A) of the Local Government Act 1972, the public be excluded from the meeting for the remaining items of business on the grounds that they involve the likely disclosure of exempt information as defined in paragraphs 1 and 3 of Part I of Schedule 12A of the Local Government Act.

To agree the non-public minutes of the meeting held on 19 February 2018.

RESOLVED – That the non-public minutes of the meeting held on 19 February 2018 be approved and signed as a correct record.

To receive the non public minutes of the

(a)  Governance & Effectiveness Committee held on 27 February 2018;

(b)  Remuneration Committee held on 6 March 2018;

(c)  Audit & Risk Management Committee held on 30 April 2018; and

(d)  Nominations Committee held on 1 May 2018.

The non public minutes of recent sub committee meetings were received.

RECEIVED.

Report of the Principal.

The Board considered the Principal’s non public report.

RECEIVED.

Report of the Town Clerk.

The Board had before them the report of the Town Clerk on appointments to the Board.

RESOLVED – That the Board appoints Maria Delgado to fill the current vacancy for a non-City governor on the Board for a period of three years from 2018-2021.

Report of the Principal.

Governors had before them the report of the Principal on the tuition fee schedule for 2019 entry.

RESOLVED – That the Board approve the tuition fee schedule for September 2019.

Report of the Principal.

The Principal reported on the Student Protection Plan and proposed closure of a programme.

RESOLVED – That

(a) the Student Protection Plan submitted to the Office for Students be noted; and

(b) the MA in training actors programme be closed in July 2019 (assuming progression and completion within normal timescales).  

Report of the Principal.

The Board considered the Principal’s report on recommendations for Fellowships and Honorary Fellowships, 2017/18.

RESOLVED – (a) That Fellowships be awarded to:-

• Hayley Atwell (Acting Alumna 2002 – 2005)
• Nick Peel (Staff: Lecturer in Lighting Design & Technology)
• Richard Bissill (Staff: Professor of Horn)
• Robert Pell (Staff: Junior Guildhall Piano Professor)
• Stephen Dagg (Staff: Director of Guildhall Young Artists)

• Tansy Davies (Alumna: Composition 1997 – 1998)

• Nelly Ben-Or (Staff: Piano Professor & Alexander Technique teacher)

(b) that Honorary Fellowships be awarded to:-

• Louise Jeffreys (Artistic Director, Barbican)
• Liz Lerman (Independent artist and Professor at Arizona State University)
• Kenrick H20 Sandy (Joint Artistic Director of Boy Blue)
• Mikey Asante (Joint Artistic Director of Boy Blue)
• Helen Marriage (Artistic Director of Artichoke)
• Vikki Heywood (Royal Society of the Arts Chairman)

(c) that an Honorary Membership be awarded to:-

• Weidong Tong

There were no questions.

With the agreement of the Chairman, the Board considered the late reports of the Principal on the finance review 2017/18, draft period 12, and finance team update.

RESOLVED – That the reports be noted.

To agree the confidential minutes of the meeting held on 19 February 2018.

RESOLVED – That the confidential minutes of the meeting held on 19 February 2018 be confirmed and signed as a correct record.