Agenda and minutes

N.B. The meeting was preceded by a presentation from PA Consulting outlining the findings of their recent review of the School’s operating model and resulting recommendations.

The Town Clerk opened the meeting by reporting that the Board was inquorate due to the late running of some Common Council Governors. The Chairman therefore proposed that the agenda order be altered so that those items for information only were considered first. Items 4, 5, 6, 8, 9, 10, 12, 13, 14, 15, 17, 18 and 19 were therefore considered whilst the meeting was still inquorate.

Apologies for absence were received from Jeremy Mayhew and Sheriff & Alderman William Russell.

There were no declarations.

To agree the public minutes and summary of the meeting held on XXX.

To approve the public minutes of the Board meeting held on 9 May 2016.

As a consequence of the 19^th September 2016 Board meeting being inquorate, the public minutes of the meeting held on 9 May 2016 were considered and approved as a correct record.

To approve the public minutes of the Board meeting held on 19 September 2016.

The public minutes of the meeting held on 19 September 2016 were considered and approved as a correct record.

MATTERS ARISING

Safeguarding Policy (page 12) – The Chairman reported that the School’s Safeguarding Policy had been approved under Urgency by the Town Clerk in consultation with the Chairman and Deputy Chairman following the inquorate September Board meeting.

In response to questions regarding the City of London’s Safeguarding inspection of the School on 6 October 2016, the Principal reported that the School had scored highly with the inspection resulting in a number of recommendations for future improvements, specifically for HR with regard to staff appointments. The Inspectors commended the work of the School’s Safeguarding Lead and the way in which she had ensured that safeguarding was thoroughly embedded in the institution.

To receive the public minutes of the Governance and Effectiveness Committee held on 28 October 2016.

The public minutes of the Governance and Effectiveness Committee meeting held on 28 October 2016 were received.

RECEIVED.

To receive the public minutes of the Audit and Risk Committee held on 7 November 2016 (TO FOLLOW).

The public minutes of the Audit & Risk Management Committee meeting held on 7 November 2016, which were separately circulated, were received.

RECEIVED.

To receive the public minutes of the Finance and Resources Committee held on 10 November 2014 (TO BE TABLED).

The public minutes of the Finance & Resources Committee meeting held on 10 November 2016, which were separately circulated, were received.

RECEIVED.

Report of the Town Clerk.

The Board considered a report of the Town Clerk asking Governors to review their Terms of Reference and to consider the frequency of their meetings going forward.

It was noted that the Governance and Effectiveness Committee would be bringing forward some recommendations on altering the quorum for Board meetings going forward.

Governors considered the need for an additional Board meeting each year but decided against this. It was, however, felt that consideration could be given to moving the May meeting each year to June.

RESOLVED – That, the Board approve:

a)     their existing Terms or Reference for submission to the Court of Common Council; and

b)     the frequency of their meetings (four times per year) going forward.

Report of the Town Clerk.

The Board received a report of the Town Clerk detailing Outstanding Actions since the last meeting.

The Chairman highlighted that the City Surveyor would be providing a verbal update on both of these issues in the non-public session.

RECEIVED.

Report of the Remembrancer.

The Board received a report of the Remembrancer advising Governors of the provisions of the Government’s Higher Education and Research Bill, recently introduced to Parliament.

The Remembrancer reported that clarification had been obtained from officials about the future of the current requirement to obtain Privy Council consent for amendments to governing documents. While the requirement would not be repealed by the Bill, it would in practice fall away once the designations of eligibility for HEFCE funding were revoked as a consequence of the new funding system. Therefore, the Court of Common Council would be able to amend the School’s governing documents without any formal need for external consent, subject to complying with the list of governance principles to be drawn up by the new Office for Students. The Remembrancer noted that the development of these principles would be closely followed. A Co-opted Governor observed that opposition was expected in the House of Lords concerning the governance of chartered universities, which could lead to a continued role for the Privy Council.

In response to a question from the Chairman, the Remembrancer stated that it was not yet clear when the new regime would be in place, although it was expected to be by 2018.

The Vice Principal and Director of Academic Affairs observed that, while the legislation was new, its practical requirements would to a large extent be met by activity already carried on in order to comply with the current system.

With regard to the introduction of the Teaching Excellence Framework (TEF2) in January 2017, the Vice Principal and Director of Academic Affairs reported that the School were already undertaking the necessary preparatory work. A Co-opted Governor observed that the Government was aware of the need for specialist institutions to be able to submit additional qualitative information in addition to

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

The Board received a report of the Principal of the Guildhall School of Music and Drama detailing recent Awards and Prizes.

The Chairman requested that the Principal write to those who had won awards at the UK Theatre Awards congratulating them on their success on behalf of the Board of Governors

The Principal also drew Governors’ attention to the School’s ‘clean sweep’ at the Maureen Lehane Vocal Awards.

RECEIVED.

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

The Board considered a report of the Principal of the Guildhall School of Music and Drama.

The Principal highlighted that this year’s Academic Board Report had been restructured around the requirement for him to make certain assurances on the Board’s behalf. There was also greater emphasis on actions and an accompanying Action Plan had now been produced.

The Principal went on to report that an informal Working Group would be convened going forward to look at this report in greater detail ahead of its presentation to the Board each year. The membership of this Group had been endorsed by the Board at their last meeting and would consist of the Principal, the Vice Principal and Director of Academic Affairs, the Academic Registrar and Director of the Student Experience and Co-opted Governor Professor Geoffrey Crossick.

The Principal concluded by stating that he was confident that he could give the assurances detailed within the report.

The Academic Registrar and Director of the Student Experience highlighted that the Board were also being asked to approve changes to the Academic Board’s Terms of Reference and Membership.

In response to a question regarding the inclusion of something around Academic Risk in future reports, the Academic Registrar and Director of the Student Experience clarified that the Board did not look at student data but that this was subject to Internal Audit. The Principal added that this type of risk was looked at by the Senior Management Team.

Governors noted concerns around the lack of correlation between the language of assessment criteria and feedback referred to within the report. The Principal highlighted that this was an important and common issue across the sector. He reassured the Board that the School’s external examiners confirmed the quality of its programmes and standards of its awards. The Principal added that

Report of the Head of Internal Audit and Risk Management.

The Board received a late, separately circulated, report of the Head of Audit and Risk Management prepared in accordance with the HEFCE Code of Practice for Accountability and Audit providing Governors with details of the Internal Audit work undertaken at the School during the academic year ended 31 July 2016.

The Head of Audit and Risk Management reported that three audits had been undertaken and all had resulted in a moderate assurance rating. This had informed the Head of Internal Audit’s opinion that “the Guildhall School’s systems of risk management, control and governance, and economy, effectiveness and efficiency are generally robust and can be reasonably relied upon to ensure that objectives are achieved”.

The Board were informed that work on the 2016/17 Internal Audit Plan had already commenced and would feed into next year’s opinion.

The Chairman stated that he was pleased to see that an audit of ‘Satellite Operations’ was planned for 2016-17.

The Chairman of the Audit and Risk Management Committee highlighted that this report had been circulated to the Audit and Risk Management Committee who were content that this was consistent with the information reported to them throughout the year. This report would be formally received by the Audit and Risk Management Committee at their next meeting.

A Co-opted Governor questioned whether Internal Audit looked at the quality of the data the school provided on an annual basis. The Principal reported that the statutory data returns to HEFCE were regularly checked and audited. This had highlighted that the conversion of hourly paid staff to FTE had been under reported previously and would affect the School’s draw down funding it was therefore important that this was now looked at in greater detail. The Chairman reported that the noticeable difference in the 2017 data (which would now be collated

There were no questions.

Principal of the Guildhall School of Music and Drama

The Chairman reported that this would be the Principal’s last Board meeting. On behalf of the Board, the Chairman offered the Principal his sincere congratulations on all that he achieved whilst in post for the past 12 years. He offered the Principal the Board’s very best wishes for retirement in January 2017 and highlighted that there would be a further opportunity to formally recognise the Principal’s work at the Board’s annual dinner.  

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 9 May 2016.

As a consequence of the 19^th September 2016 Board meeting being inquorate, the non-public minutes of the meeting held on 9 May 2016 were considered and approved as a correct record.

RESOLVED – At 3.45pm, Governors agreed to suspend Standing Order No. 40 in order to conclude the business on the agenda.

To agree the non-public minutes of the meeting held on 19 September 2016.

The non-public minutes of the meeting held on 19 September 2016 were considered and approved as a correct record.

To receive the non-public minutes of the Governance and Effectiveness Committee held on 28 October 2016.

The non-public minutes of the Governance and Effectiveness Committee meeting held on 28 October 2016 were received.

To receive the non-public minutes of the Audit & Risk Management Committee held on 7 November 2016 (TO FOLLOW).

The non-public minutes of the Audit & Risk Management Committee meeting held on 7 November 2016, which were separately circulated, were received.

To receive the non-public minutes of the Finance & Resources Committee held on 10 November 2016 (TO BE TABLED).

The non-public minutes of the Finance and Resources Committee meeting held on 10 November 2016, which were separately circulated, were received.

Joint report of the Chamberlain and the Town Clerk.

The Board received a joint report of the Chamberlain and the Town Clerk outlining the primary recommendations from the PA Consulting Review of the School’s Operating Model.

Report of the Principal of the Guildhall School of Music and Drama (TO FOLLOW).

The Board received a report of the Principal of the Guildhall School on various matters of importance to the School including Student recruitment and Brexit, Teaching and learning and senior staff matters.

Report of the Chief Operating and Financial Officer.

The Board received a report of the Chief Operating and Financial Officer in relation to the 2016 Annual Accountability Return documents for consideration elsewhere on the agenda.

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

The Board received a report of the Principal of the Guildhall School detailing the Accounts Direction for 2016/17.

Report of the Chief Operating and Financial Officer.

The Board considered a report of the Chief Operating and Financial Officer detailing the Reports and Financial Statements for the year ended 31 July 2016.

Report of the Chief Operating and Financial Officer.

The Board considered and approved the Audit and Risk Management Committee’s Annual Report for the year ended 31 July 2016.

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

The Board received a report of the Principal of the Guildhall School summarising the arrangements currently in place to achieve best value for money and the initiatives being undertaken to improve them.

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

The Board received a report of the Principal of the Guildhall School detailing the School’s Finance Review for Period 2 of the Academic Year 2016/17.

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

The Board received a report of the Principal of the Guildhall School detailing the Guildhall School Budget for 2017/18.

Report of the Head of Finance.

The Board received a report of the Head of Finance providing Governors with an annual update on Bad Debts at the School.

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

With the permission of the Chairman, the Guildhall School Senior Project Manager provided the Board with a verbal update on the Renewal of general electrical and dimmer installation at the Silk Street Theatre and was granted delegated authority to progress this with the Town Clerk in consultation with the Chairman and Deputy Chairman of the Board.