Corporation Board

PETERBOROUGH REGIONAL COLLEGE

CORPORATION BOARD

Minutes of the meeting of the Corporation Board held on Thursday 18July 2013 in the Board Room, Peterborough Regional College, Park Crescent, Peterborough commencing at 4.30 pm.

Present:Stephen Forster(Chairman)

Rod Allerton

Nigel Barber

Marco Cereste

Brynmor Cross

Jeff Crowson(Staff Member)

Afikile Dubala(Student member)

Zafar Iqbal

Ian Jackson

Robert Phipps

Daniel Selcraig(Student member)

Andrew Stafford

In attendance:

Brian Redshaw(Vice-Principal – Resources & Business Innovation)

Peter Walker(Vice-Principal – Corporate Services)

Uzma Akhtar(Vice Principal – Curriculum & Learner Experience)

Ana Lewis(Chaplin Frobisher Welling - Clerk)

Observer:Rawnaq Al-Obaydi(President elect Student Union/Student Governor)

1.Apologies and Welcome

Apologies had been received from Sarah Adlam, Richard Astle, Julie Dair, Neil Darwin, Ruth Hutchinson and Angela Joyce.

The Chairman extended the condolences of the Board to Nigel Barber on his bereavement and thanked him for his attendance at the meeting.

The Chairman reported the resignation from the Board of Zafar Iqbal due to other business and family commitments. Zafar would be a loss to the Board and he was thanked for his contributions to the College especially to the Curriculum & Quality Committee. A presentation was made and Zafar Iqbal commended the vision of the college and its Board members with whom he had been privileged to work.

The Chairman thanked Daniel Selcraig and Afikile Dubala for their contributions to the Board during their year in office and wished them well in the future. Rawnaq Al-Obaydi, the Student Union President elect and student Governor elect, was welcomed as Observer.

2.Declarations of Interest

Stephen Forster as Member and Director and Peter Walker as Company Secretary of Peterborough UTC;

Peter Walker as Director of UCP and APT;

Brian Redshaw as Director APT;

Uzma Akhtar as Director UCP

3.Appointment of Student Governor

The Board Resolved to Appoint Rawnaq Al-Obaydi, the newly elected President of the Student Union, as Student Governor and to membership of the Curriculum & Quality Committee, subject to satisfactory completion of the formalities, to serve from 1 August 2013 to 31 July 2014

4.Notification of Items for Any Other Urgent Business

There was none.

The Chairman welcomed Marco Cereste to his first meeting and introductions were made.

5.Minutes of the Previous Meeting

The minutes of the meeting held on 2 May 2013 were confirmed as a correct record and signed by the Chairman.

The notes of the Away Day conference held on 2 May 2013 were confirmed (typographical error corrected) and signed by the Chairman.

6.Matters Arising from those Minutes

There were none not covered elsewhere on the agenda.

7.Principal’s Report & Success Measures Progress

The SLT presented the report providing an overview of some of the key strategic issues, developments and successes in accordance with the College Strategic Plan:

7.1Student Success

Uzma Akhtar reported the implementation of the Competitions Strategy and the development of mechanisms to use competitions in teaching and learning to further student employability. The strategy had been well received and has already resulted in student success leading to National and World Skills Championships. A plan was in place for the implementation of the Traineeships for 16-24 yr olds needing additional functional skills and work experience, which are to be introduced in 2013/14. The Skills Minister has announced that Level 3 occupational qualifications for 16-18 yr olds are to be renamed Tech Levels as part of the move to classify Level 3 qualifications into academic, applied general and occupational with effect from September 2014. This will require a substantial change to the college curriculum as around 80% of the current vocational qualifications are not eligible for the new 2016 performance tables (the details of which would not be available until November 2013).

7.2Quality Success

The UCP had been commended in its first institutional review by Anglia Ruskin University with just 3 recommendations. The recruitment target of 347 FTE’s remained a challenge with 200 enrolments to date with the Clearing process yet to commence. The College has gained a number of recognised awards, including the PECT[1] Green Award and Gold ROSPA and was Highly Commended in the LSIS Outstanding Practice in Learner Voice Award. The £5m campus investment, which will improve learner experience, has commenced with completion due in summer 2014. The college has appointed an Assistant Principal Quality & Standards.

7.3Market Success

FE recruitment for September 2013 is 7% above last year with higher conversions rate of application to acceptance. Recruitment will continue over the summer months together with Parents Information evenings (to explain the options) and involvement with the National Careers Service and Skills Show sponsorship. The College’s 60th Anniversary Celebratory dinner will take place on 1st October and all governors are invited to attend.

7.4Business Success

The report noted the attendance of the Principal on a course with other Gazelle Principals at Babson College, Boston, the formation of an Enterprise Group in College and the work of the Peter Jones Enterprise Academy. The first Gazelle Impact Report was circulated to members. Members asked for benchmarking information and it was reported that the contribution of PRC to its community appeared higher than other colleges. Members commended the report and highlighted its use to assist the marketing strategy of the college.

The college had not experienced the same challenging reductions in income as the national trend but focus on reducing reliance on public funding remained strong. An Economic Impact Study undertaken by EMSI (supplier of Career Coach and Analyst tools) had been provided for governors. The highlights of the Spending Review were the 6% reduction in the DBIS budget (for 2015/16) affecting the Adult skills budget (down to £360m across all colleges with bids to be made through Employers), the role of LEP’s in capital funding and support for new UTC’s, Free Schools and Academies. The draft deregulation Bill noted the transfer of power from the SFA to the Secretary of State, the changes to regulation of FE teaching staff in England and simplification to the laws on apprenticeships.

The letter from the Minister of Skills, Mathew Hancock MP (who had recently visited and commended the College for its work) was provided within the papers.

The report was received.

8.Report of the Finance & General Purposes Committee

Brynmor Cross presented a report (with un-adopted minutes) of the meeting of the Committee on 20 June 2013 and reported that Andrew Stafford had agreed to continue as Vice Chairman for the next academic year. The accompanying papers included the executive summary of the management accounts and Balance sheet to 31.5 13; the Budget for 2013/14; the financial forecast 2013-1015; the Equality & Diversity Report 2012/13; the Estates update – Electrical Installations Workshop refurbishment proposal and the paper relating to the Media and Journalism Centre.

8.1/2/5The committee had noted the forecast increased surplus and higher Cash balances, and Brynmor Cross highlighted the benefit gained from ‘one-off’ items in income. The report of the subsidiary company (APT) noted the forecast outturn as per budget and the UCP report noted the below target recruitment figures. Members discussed recruitment and noted the impact of student fees and that the Clearing process would commence on 15 August 2013. The Enhanced Renewal Grant projects were progressing according to plan. The HR report highlighted the deep cleansing of the database, the review of policies, the actions in place to address issues with absence management and The Equality & Diversity Report had been received and was recommended to the Board for approval. The Board discussed the data and the challenges and very clear aim to address all arising issues. The Board emphasized the need to evidence the college attempts to recruit and address any imbalances. Members were invited to address any questions or concerns to Sarah Adlam, the nominated governor for Equality and Diversity. Apprenticeship numbers, albeit lower than last year, continued to buck the national trend and whilst some claw back was anticipated this was offset by the positive variance in adult recruitment. College insurances had been reviewed. Some commercially sensitive matters were covered and are reported in a confidential minute. These matters form a separate agenda item (9). The meeting focus had been scrutiny of the 2013/14 Budget and Three year Financial Plan and the two proposed capital projects, the refurbishment of the electrical installations Workshop and the future of the Media and Journalism Centre, all of which were recommended to the Board.

The Board noted the report and APPROVED the Annual Equality & Diversity Report

8.3Budget 2013/13 and Capital Expenditure Plan

The committee had thoroughly examined the Budget and Financial Plans for 2013/14 noting the (lower than sector) reduction in core funding, the £1m increase in income and the innovative delivery models. International student recruitment had been discussed. The Budget and Capital Expenditure Plan were recommended to the Board for approval.

Peter Walker took the Board through the Budget in detail and Members raised a number of questions. The figures were conservative and prudent, maintenance of a surplus would maintain investment and the aim to increase turnover was in line with the college strategy. Issues and potential risks around 16-18 apprenticeships were aired and the college outlined the strategy of building contract value with more diverse programmes and the actions in hand. The college confirmed awareness of the imminent need for construction workers in the national economic climate and readiness to address the demand – the need was for employers willing to take on work ready students. Marco Cereste reported the close work of the City with other countries (including India, China and Italy) and suggested raising greater awareness of college initiatives.

Brian Redshaw will liaise with Marco Cereste to take this forward.

The Corporation Board APPROVED the 2013/14 Budget and Capital Expenditure Plan.

8.4Three Year Financial Forecast

The Board noted the strategic overview to the financial plan and that the financial objectives for 2012/13 had been achieved. The assumptions, including consideration of the FRS17 pension provision and the sensitivity analysis were noted. The College financial health forecast remained Outstanding.

The Board APPROVED the Three Year Financial Plan for submission to the SFA.

8.6Electrical Installations Workshop Refurbishment

The Board was provided with the full paper outlining the proposed refurbishment of the Electrical Installations workshop which had been fitted out in 1995. The costs, including materials, were summarised and the potential funding and fee income noted. The project had been scrutinised by the Finance & General Purposes Committee and was recommended to the Board.

Members queried some figures in the project and the Student Governor suggested that the greater risk lay in not undertaking this work. The paper had been provided to the Board to inform members, however the proposal had been subject to robust scrutiny by the FGP committee resulting in the recommendation made.

The Board APPROVED the refurbishment of the Electrical Installations Workshop at the capital cost set out in the paper.

8.7Media & Journalism Centre

The Board was provided with the full paper outlining the proposal in respect of this facility which was currently held on lease. The F&GP committee had fully discussed the various options and recommended the proposal to the Board. Peter Walker confirmed that the financial health grade of the college would not be affected. Members robustly discussed the valuation figures and price and Peter Walker outlined the background of the discussions, the options which had been explored and the financial options for the loan facility. The Board suggested that completion could be subject to satisfactory planning permissions being obtained.

The Board:

APPROVED the purchase of 50 Broadway, the Media & Journalism Centre Subject To satisfactory negotiations, due diligence and legal and accountancy advice and

APPROVED the use of a fixed interest loan over 15 years

AUTHORISED the Principal and Vice Principal to proceed with the transaction on the most favourable terms

Members asked that consideration be given to page numbering or other means of easing access to particular papers.

9.PRC Ventures

(Ian Jackson declared an interest as Director of PRC Ventures)

9.1At the May meeting of the Board, approval (subject to legal and other professional advice) had been given for the formation of a wholly owned subsidiary company, PRC Ventures, to further the objectives of the College Strategic Plan and of membership of the Gazelle Group of Colleges. PRC Ventures would act as a company with divisions, each division to operate a Learning Company. The Corporation Board would make loans to PRC Ventures in accordance with the terms of agreements, to facilitate the initial operation of the Learning companies.

9.2PRC Ventures (a company limited by guarantee) had been formed on 11th June 2013 as a wholly owned subsidiary of PRC and was registered for VAT to minimise VAT liability. In order to form the company Angela Joyce and Brian Redshaw had been appointed as Directors. The FGP Committee had discussed the structure at its meeting on 20 June 2013 and had recommended the appointment of Governor, Ian Jackson, as a Director.

The Board ENDORSED the appointment as Directors of Angela Joyce and Brian Redshaw and approved the appointment of Ian Jackson as a Director of PRC Ventures.

9.2The Board received drafts of a Management & Services Agreement (M&SA), a Loan Agreement and the Articles of Association of the Company. The M&SA regulates the provision of services by business support departments of the College including Finance, Procurement, Marketing and Facilities. The Load Agreement creates a loan facility up to £500k, interest free, for a period of five years. Approval would be sought from the PRC College Corporation Board, after consideration by the FGP committee, to draw down specific amounts. A request for an initial advance for the “Venture Catering” division forms a separate agenda item at this meeting.

9.3The college reported that the model had been developed by the Gazelle Group with documents drafted by Eversheds Solicitors. The documents provided had been adapted for PRC by the college. The first two of these documents had been subject to discussion between the Chair of the Finance & General Purposes Committee, the Vice Principal Corporate Services and the Principal where a number of questions had been addressed and a suggestion made that legal advice specific to PRC be obtained on some of the provisions. Draft Articles of Association were tabled at the meeting.

9.4Discussion followed on a number of matters including provisions for safeguarding the assets and resources of the college as Lender, the possibility of the use of a Debenture for the loans advanced, issues of warranties or guarantees and other legal issues.

Members were invited to submit any questions they have on the documents to Peter Walker.

9.5Members discussed how to take this proposal forward and in view of the tight timescale (‘Venture Catering’ due to commence business on 15 August 2013):

The Board agreed that a panel of the FGP committee be established, comprising the Chair and Vice Chair of the committee, Sarah Adlam and Ian Jackson (as Director), to meet as a matter of urgency, with the remit to scrutinise in detail the documentswith a view to identifying those matters requiring legal/financial advice, to obtain the required legal and/or other advice and to report back to the Corporation Board.

Subject to a satisfactory outcome of the work of that FGP Panel,

The Board APPROVED, in principle:

• The Management & Services Agreement between PRC (1) PRC Ventures (2)
• The Loan Agreement between PRC(1) PRC Ventures (2)
• The Articles of Association of PRC Ventures

Venture Catering

9.6On the 25 April the FGP committee had received a paper on the proposal to set up a learning company through which the college catering service would be provided. The paper had outlined the Business Plan and financial forecasts and on the recommendation of the committee, the Corporation Board had approved the initiative at the May Board meeting. At its meeting on 20 June 2013, the FGP committee had received an update report on the formation of PRC Ventures and ‘Venture Catering’ which Learning Company/division would take over the College catering operation from Pabulum on 19 August 2013. The committee had approved in principle the proposal for a loan from PRC to PRC Ventures to assist Venture Catering with initial working capital and had agreed that the Chair of FGP would liaise with Peter Walker.