Engage Board Meeting
Minutes
30th November 2015 @ 1700
Locksley School, Locksley Road, NR4 6LG
Attendees
Phil Harris (PH)- Chair
Member and Director / Sue Cooke( SC)- Vice Chair
Member and Director / Clive Evans (CE)
Member and Director
Chris Spencer (CS)
Director / Gill Wardlow (GW)
Director / Dennis Freeman (DF)
Director
Andriana Sneddon - TA/ Clerk
Meeting commenced at 17.00
No / Item / Action
1.0 / Apologies and Absences
1.1 / Apologies were received and accepted from Trevor Cockburn , Roger Stephenson and Des Reynolds
2.0 / Declarations of Interest
2.0 / There were none
3.0 / Minutes of Previous Meeting
3.1
3.2 / The Minutes of previous meeting on 9/07/15 were accepted as a true and accurate record and signed off by Chair.
The Minutes of previous meeting on 02/09/15 were accepted as a true and accurate record and signed off by Chair.
4.0 / Matters arising.
4.1
4.2
4.3 / There were none.
PH requested the removal from future agendas of Matters Arising to avoid non attendees missing important items. PH advised that with immediate effect, a Pre Agenda meeting would be held with Chair and Trust Administrator at least 2 weeks prior to meeting dates to enable sufficient time for agenda items to be submitted and included. All Board were in agreement; TA to action with effect from March 2016 meeting.
The Ongoing Action list was updated and can be found at the end of these Minutes. / TA
5.0 / Trust Appointments
5.1
5.2
5.3
5.4 / PH outlined to Board the Staffing Structure that had been accepted at recent Trust F&P Meeting (Minutes 09/11/15) and forwarded to Board for ratification.
All appointments were ratified by Board with the following actions/exceptions:
· CEO approved to be offered to DR with a meeting scheduled for 07/12/15 2pm with PH.SC and DR to discuss and finalise Job Description, salary, contract change and expenses methodology.GW advised of Payroll submission timetable- PH to liaise directly with GW for exceptional submission.
· Executive HT for SSSfN role to be re-examined- cost implications
· Head of Specialist School (Compass and Earthsea) - GW confirmed that the on cost for this role has been included in Compass recommissioning exercise with possible outcome February 2016. To revert at next Board March 2016.
PH advised Board of successful recruitment of 4 new Governors for SSSfN LGB, terms of office to commence with immediate effect.
TA queried whether written undertakings had been received from Governors (see Scheme of Delegation 4.1.5) to uphold the object of the company. This has not been the case. TA to administer
Board requested some clarification of the recruitment process for Governors; (See 4.2.1 SSSfN Scheme of Delegation) and of the transfer process from IEB to LGB and Governor numbers. A protocol/guidance paper to be produced for next MAT meeting March 2016. / PH/SC
PH
TA
TA
PH/TA
6.0 / Presentation of Accounts
6.1
6.2
6.3 / PH confirmed that the Annual Accounts, previously circulated, had been scrutinised in detail at recent Presentation of Accounts Meeting (16/11/15 Minutes attached).
PH proposed that Annual Accounts be accepted and signed off.
Seconded by DF.
Unanimously voted.
Four copies of Annual Accounts were presented for signature by Chair with Audit Completion Document for distribution to Auditors, Engage MAT, EFA and Companies House.
PH had previously asked (via email attached) for an explanation of £227k surplus.
GW explained that when the original budget was set, the Board had been made aware that the income noted had been from a single academy and additional income had been gained with extra academy (The Pinetree School)as well as a higher than expected income from CST.
Answers to questions posed as follows:
Were the cost savings we agreed successful and were targets met?
GW confirmed that AP had been reduced for current pupils April-July 2015 but that this had not resulted in any savings. GW confirmed that the majority of budget targets set had been met (see attached)
Was the forecasted additional income achieved? Yes
Did staff wages contribute to savings made i.e. unfilled posts and was this offset by the use of temporary staff?
GW confirmed that this area had not contributed to any savings and that both Staff and Supply cover are over budget.
Was there any unexpected income not budgeted for?
Income was received in Sponsor capacity to support The Pinetree School and increased income from CST.
How many /much of additional income is once only with no recurrence? GW advised that generally any surplus is once only as additional academies come into the MAT.
Financial effect of splitting EES from Trust? GW advised the effect can be seen in Budget Summary circulated in June 2015.
Outstanding loan EFA? GW advised £200k as at 31/08/15. End date December 2017.
PH advised that the Trust Finance and Personnel Committee would now meet on a monthly basis to analyse income and expenditure on a line by line basis. First meeting 07/12/15.
Review of Trust Office space: GW advised that current office space is becoming too tight and with the addition of new recruits from January 2016, additional office space would be required. Subsequently GW proposed renting additional office space at Drayton from January 2016.
CE queried the cost and time left on current agreement. GW advised that current office space is on contract until April 2016 at a cost of £7200pa+ phones and broadband.
The Board directed GW to negotiate extra office space at Drayton from January 2016 and to align both contracts for termination at July 2016; GW to revert to F&P committee 07/12/15. Office space review March 2016. / GW
CHALLENGE
CHALLENGE
CHALLENGE
CHALLENGE
CHALLENGE
CHALLENGE
CHALLENGE
CHALLENGE
SUPPORT
7.0 / Directors and Members
7.1
7.2 / PH asked for clarification of roles.
As per Articles of Association and previously confirmed as follows:
2x Members= Roger Stephenson and Mike Stonard
3x Members and Directors= Phil Harris, Sue Cooke and Clive Evans
5xDirectors=Des Reynolds, Gill Wardlow, Trevor Cockburn, Dennis Freeman and Chris Spencer.
All the above roles have a term of 4 years commencing April 2015.
Concern was expressed regarding the non-attendance of Mike Stonard to any meetings since incorporation as a MAT and lack of completion of Related Parties. This has been highlighted in Audit Completion Document as posing a risk that Trustees are not closely involved with MAT as well as contradictory to the verbal preference stated by Directors at the formation of the MAT that they would exercise a responsibility to attend MAT Board meetings as Directors.
PH to contact MS regarding his withdrawal from Board. TA to draft formal letter. / CHALLENGE
PH/TA
8.0 / Structure of Trust and LGB
8.1
8.2
8.3
8.4 / Trust Structure (previously circulated) was discussed. CS expressed a concern that there was no monitoring of Standards at Trust level and a mechanism was needed for this. In agreement, a decision was taken to amalgamate the Improvement Link Directors with Compliance Director roles to become Improvement and Policy Committee to meet termly, new structure attached.
New structure was proposed to be adopted by GW and seconded by DF.
Unanimously voted with immediate effect.
Membership of Committees as follows:
Finance and Personnel- GW, DR, PH, CE, DF.
Premises, H&S- TC, DR, PH, Pinetree rep, SR &AL (SSSFN) +2 premises recruits (Project Mgmt. and Practical Mgmt.) Operations Manager.
Improvement and Policy-SC,CS.PH,DR,CE
LGB Structure (previously circulated) was agreed and proposed for adoption by DF, seconded by CS. Unanimously voted with immediate effect. TA to distribute new structure to LGB’s for decisions on Committee membership and named governor responsibility.
It was noted that on entering the MAT,if a school is in Special Measures and requires an IEB, theImprovement Link Director would Chair the IEB until…….
Where there is no need for an IEB or when a LGB is established, the Improvement Link Director will be a member of the LGB but not in the capacity of Chair or Vice chair. / CHALLENGE
TA
9.0 / Calendar of Meetings
9.1
9.2
9.3 / Previously circulated and agreed with addition of Trust Improvement and Policy Committee dates. TA to distribute
Board agreed to maintain current frequency of x3 MAT Board meetings pa.
TA queried the lack of Stakeholders Representative Forums as per Articles (45) and impact this lack could have on composition of LGB (Scheme of Delegation 4.1.2.1.)Board agreed that this needed rejuvenation and delegated to LGB level. TA to advise LGB / TA
CHALLENGE
LGB
10.0 / Skills Audit
10.1 / Skills Audit check sheet was distributed to Board for completion and return to TA.
TA advised requirement of Training Log. TA to implement. / TA
11.0 / Clerking Arrangements
11.1
11.2 / TA confirmed that presently will attend and Minute all Trust Board and Committee meetings as well as all LGB and Committee meetings.
PH was concerned that as the MAT grows that this will not be possible. Agreed to review as Trust grows and/or in next 6 months.
Governors Allowances policy due for review. Board agreed that they wouldn’t want the position to be restrictive on a cost basis especially as a time voluntary role should not cost to take part. GW to review and submit recommendation for Governor Policy and Director Policy to Trust F&P January 2016. TA to include in new Governor Induction Pack. / TA
GW
12.0 / CEO update
12.1 / c/f as DR was not in attendance
13.0 / Trust Newsletter, Noticeboards and Website
13.1 / Board recommended the implementation of termly Newsletter sent electronically to all sites/staff. This to be overseen by Publicity Director with TA. / CE/TA
14.0 / Co-operative Values
14.1 / Board were concerned over lack of visibility and understanding of co-operative values and wanted to revisit and refresh this area.PH confirmed that that as a member of the Co-operative Schools Trust, the local representative at Norwich office would visit to provide training and awareness. PH to schedule a half-day session for Board in January 2016 with subsequent plan for embedding. / PH
15.0 / Confidential Items
15.1 / There were none
16.0 / AOB
16.1 / There was none
Meeting finished at 19.10
Signed……………………………………………….
Position……………………………………………..
Date………………………………………………….
Engage MAT
Board Meeting
ONGOING ACTION LIST
Date-Item No / Action / ACTIONFeb 2015
2 / Scheme of Delegation- achieve written agreement that LGB’s will uphold vision of MAT / BOARD/C/F
Mar
2015
5.5 / Business Contingency Plan-formulate ongoing plan after initial emergency dealt with / DR
May 2015
8.0 / DR to distribute guidelines on how and where the brand should be used.
All external signage to be updated and a roll out programme developed. / DR
DR
11.1 / Apply to The New Schools Network. / DR
11.8 / DR will continue to investigate the possible expansion of Earthsea. / DR
July 2015
7.4 / DR will formulate method of LGB standardised format for presentation of information TO mat Board, possibly modifying the HT’s report.
Trust Administrator will co-ordinate dissemination of LGB information to all Board on commencement. / DR
11.2 / Focus on how to mitigate High Risk areas.
12.1 / DR will formulate text for Website over Summer break / DR
14.1 / · SC to arrange buddy up sessions with new Governors.
· PH.DR to devise Governor Induction Programme
. / SC
PH/DR
15.3 / Invite all Norfolk MP’s / C/F
Nov 2015
5.1 / Meet with DR to confirm jd, salary,T&C’s
Submit exceptional payroll request / PH/SC
GW
5.1 / Review recruitment of Specialist HT on outcome of Compass bid / DR
5.2 / Written request to govs to uphold objects of MAT / TA
5.4 / Recruitmnet protocol for Governors / PH/TA
6.3 / Review Trust office space and align any new contracts / GW
7.2 / Mike Stonard / PH/TA
8.0 / Distribute new structure Trust and LGB / TA
9.1
9.3 / Distribute calendar
Revitalise Stakeholders forum / TA
LGB
10.1 / Distribute Skills Audit
Return to TA / TA
ALL
11.2 / Review and amend Governors Allowance Policy and Directors Allowance s Policy / GW
13.1 / Electronic Trust Newsletter / TA
14.1 / Co-operative values refresher / PH
Engage MAT Board Meeting 5 30th November 2015
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