Report of the Town Clerk.
The Board considered a report of the Town Clerk in respect of the Boards effectiveness and governance.
Members were advised that the report was a product of the Board effectiveness survey and discussions at the informal Member Board session held on 17 February 2021. The aim was to enhance the terms of reference for the Board’s Sub Committees in order to take decisions away from Board and give greater oversight. The proposals also set out discipline and guidelines for the Board’s Working Groups and proposals for new groups would follow.
The proposals aimed to pick up themes from the informal meeting and capture where the Board should put its focus by reducing operational items to advance the agenda strategically. By providing the Board more time at meetings, the hope was to develop this strategic content - e.g. succession planning, leadership and the Barbican Renewal Project - as these items were important for the future of the Centre.
A Member voiced concern that they were in danger of micro-managing a highly skilled team through the new NEI Committee and felt that the governance outcomes of the Lisvane Review should be realised first. The Member subsequently voted against the recommendations. The Chair responded that there was no guarantee how the Lisvane recommendations would turn out and the report only amended the existing remit of the Board.
A Member agreed with the concerns regarding micro-management and was of the opinion that the Board only had a right to be involved if there were concerns regarding a specific area of governance, e.g. EDI. It was felt clarity was needed concerning who was doing what and that the new NEI Committee did not become the executive board. The Member stated that Sub Committees should support but not replace the Board.
The Chair replied that there were no plans to remove the Board’s power as the executive or create additional scrutiny, but rather bring discipline to the Board’s role and its Sub Committees and Working Groups.
A Member was supportive of the proposals but felt the Board needed to regularly see financial information as part of the main agenda and not just within the information pack. It was agreed a two-page update providing key data would be helpful and especially important to monitor as the Centre recovered from the pandemic. This would be included with the streamlined data presented in the new dashboards.
There was significant support for bringing EDI issues into the remit of the NEI Committee to ensure accountability was measured and to hold leadership to think about key issues and concerns.
With regards to the Civic Working Group, a Member did not agree with the task and finish aspect stating that issues such as anti-racism and civic society could never be task and finish with a set end time. It was agreed that there should be outturn reports with suggestions to bring these important areas forward.
The Statutory Deputy Chair welcomed the proposals as a sensible way forward for providing better scrutiny and focus. With regards to comments concerning potential micro-management and the role of the executive and Board, it was agreed the line should not be crossed and that the Chair already informally provided input on the formal evaluation of Chief Officers.
The Board were reminded that there was annual review of the Board’s Terms of Reference and Members agreed a review of the new Sub Committees should happen after nine months, at which point the Managing Director could advise if staff found the scrutiny too intrusive.
A Member mentioned the daunting element for introducing the review of Members but agreed everyone should be judged by their contributions. It was noted that external Members were already reviewed, and this process would make it fair for everyone on the Board.
The majority of Members were supportive of the proposals, with only one Member in opposition, and the Board subsequently approved the recommendations.
RESOLVED – That Members:-
· Approve the streamlining of management reporting and full Board meeting agendas;
· Approve the proposal to delegate more financial matters for decision to the Finance & Risk Committee and the revised Terms of Reference;
· Approve the proposal to expand the Nominations Committee to form the Nominations, Effectiveness and Inclusion Committee and the revised Terms of Reference;
· Approve the guidelines to formalise the role of Working Groups alongside the regular governance bodies; and
· Approve guidelines on Deputy Chairs and Board Observers consistent with recent Board discussions.