Minutes of the Board of Directors
Date/Time / 23 March 2016
14.30 / Location / Sheridans, 76 Wardour Street, London
Attendees / Initials / Attendees / Initials
Colin Povey / CP / Chairman / Sally Horrox / SH / Elected Director
Jo Adams / JA / CEO / Tracy Clarke / TC / Appointed Director
Martyn Wilks / MW / Elected Director / Julie Tucker / JT / Interim Director of Finance
Charlotte Rose / CR / Elected Director / Matt Cook / MC / Director of Marketing & Commercial
Bridget Blow / BB / Appointed Director / Sara Symington / SS / Director of Performance
Debbie Ryan / DR / Elected Director / Helen Wynn / HW / Interim Director of Development
Apologies / Initials / Circulation List
Catherine Vaughan
Vicky Annis
Fran Steele / CV
VA
FS / Elected Director
Elected Director
Elected Director
1.0 / Chairman’s Opening Remarks / Action
1.1 / The Chairman welcomed members of the Executive team to the meeting who were in attendance at the request of the Finance and Audit Committee to present on the draft budget for 2016/17. CP suggested and it was agreed that the published agenda be re-arranged slightly as a consequence. CP also confirmed that due to increased pressure of work in her professional life CV had informed him that she intended to step down as Treasurer at the AGM and the Board recorded its sincere appreciation of all her efforts on behalf of England Netball.
2.0 / Apologies for Absence
2.1 / Apologies for absence had been received from VA and CV both of whom had submitted comments on the Board packs.
3.0 / Declaration of any Conflict of Interest
3.1 / No conflicts of interest were declared by the members present.
4.0 / Minutes of previous meetings
4.1
4.1.1
4.1.2
4.2
4.2.1
4.2.2
4.3
4.3.1
4.3.2 / Board meeting 20 January 2016
The meeting noted that VA needed to be added to the list of attendees.
Minute 6.5.2 – DR questioned the accuracy of this minute stating she believed the Executives had confirmed that all employees would receive a 1% increase in salary this year. JA apologised if this was the impression formed but confirmed that not all employees were guaranteed and increase and that salary uplifts would be awarded on the basis of individual performance to the extent that the overall pot allowed. In effect this will mean that some employees will not receive an increase whilst others may get slightly more than 1%.
With this amendment and clarification the minutes were approved.
VNSL Strategy Board meeting 26 February 2016
The minutes of the above meeting were approved.
As Chair of the meeting SH commented further on several items. She confirmed that the franchise representatives who attended the meeting had not received any additional information regarding the franchise re-tender process that was currently on-going. SH went on to report that the meeting had also noted a number of learning points from this season’s successful Super Saturday event and that SS’s draft strategy paper on plans to enhance the elite competition structure and improve athlete performance had been received positively. She also thanked MC and Ian Holloway for their support in making Super Saturday such a success this year.
Finance & Audit Committee meeting 9 March 2016
The minutes of the above meeting were approved.
As Chair of the meeting CV had circulated some comments about the meeting due to the fact she could not report back in person at today’s Board meeting. In CV’s absence TC added that there was still a need to improve the processes around the production of the routine management accounts and those associated with the preparation of the annual budget. She added that the F&A Committee also remained concerned about the level of reserves held by the organisation and noted that the draft budget still would not allow for any material improvement on the current position.
5.0 / Matters Arising
5.1
5.2
5.3 / Board Meeting 20 January 2016
Vitality NSL Strategy Board Meeting 26 February 2016.
Finance and Audit Committee Meeting 8 Dec 2015
There were no further matters arising from any of the above sets of minutes.
6.0 / CEO Summary Report
6.1
6.2
6.3
6.4
6.5
6.6
6.7
6.8 / JA’s detailed report covering all the main areas of England Netball’s activities had been circulated in advance as part of the meeting pack as normal. It was agreed that given the number of substantive strategic items on the Board agenda on this occasion the Chief Executive’s report would be taken as read and JA was asked only to comment briefly on any other material developments.
JA reported that the 27 ‘expression of interests’ that had been returned via the VNSL tender process was significantly ahead of the previous occasion when only 8 or 9 parties were involved. These interested parties included a mixture of commercial ventures, university-based operations and some organisations already involved in other sports. Board members were invited to request a copy of the tender pack if they wished to see the full details of what the franchises would be expected to offer. JA confirmed that the final submissions would be assessed against the stated criteria by a panel that included herself, the Performance Director, Commercial Director, Sally Horrox and an independent consultant during the first week in June. The new franchise packages are planned to be awarded later that month. The Board noted that all the existing franchises had agreed for the re-tender process to go ahead based on the new assumption that new awards would be made a year early as part of the proposals to improve the elite competition structure. The Board also noted that in the event that an existing franchise was not retained under the new arrangements further legal advice may be required.
The Board also received an update on the progress being made with negotiations for a new broadcast deal. JA confirmed that negotiations were still on-going but that the preference at this stage was for a non-exclusive arrangement. A number of the leading broadcasters remain interested and further discussions will be held to look at arrangements across all media channels and at how these might fit with England Netball event ticketing options. SH reminded the meeting that VNSL rights would be important too, particularly if the previously discussed tender process provided for an enhanced competition. The meeting considered the media market to be quite fluid at the moment and asked the executive team to give careful thought to the optimum mix of term and value for any new contracts. JA agreed to bring back final recommendations for approval at the earliest opportunity although the Board noted that the current arrangement still had several months left to run.
MC added that the recent ‘live streaming’ trials of VNSL matches was proving to be popular with members and hoped that this initiative could be further developed.
JA informed the Board that a threatened legal dispute with an agency which had arisen out of the signing of the Vitality sponsorship agreement last year had now been settled out of court. CP commented that he had been kept informed about the situation throughout the negotiations to reach a settlement and was satisfied that the necessary legal advice had been both taken and followed. JA said that as the value of commercial deals increased it would be necessary to improve the way in which we go about securing partners in order to minimise future risks to the business. She also confirmed that the necessary settlement agreement had now been signed and that the associated costs would be provided for in the February management accounts.
Responding to a question from DR about INF Committees, JA confirmed that she felt it would be beneficial for EN to have more presence on certain committees or working groups. She said she would like to see if the executives could contribute more to INF thinking in areas such as commercial and performance.
The Board noted the recent appointments of Tamsin Greenway as U21 Coach and of Naresh Mistry who will join us as Finance Director in early April.
The Board also noted that there had been no further guidance from Sport England as to when we will have to submit the next version of our Whole Sport Plan. CP commented that since the last Board meeting he had held several conversations and meetings with the senior people at Sport England. He said the working assumption must remain that we would have to argue a cogent case in order to maintain our current levels of elite funding and that a substantial reduction in participation funding was highly likely. CP went on to summarise what he believed to be Sport England’s clear expectations of England Netball. These were: to improve our performances and results at the elite level (England Roses & VNSL in particular); to attract and engage with more casual players not just core netballers; to reduce substantially our overheads and cost of delivery; to continue to reform our governance structures by introducing greater levels of independence and diversity to the Board and its main committees. He said that whilst Sport England did give us credit for our insight driven approach they expected to see more progress, more quickly in these areas. / All
JA
JA/JT
7.0 / Draft Budget 2016/17
7.1
7.2
7.3
7.4
7.5
7.6
7.7
7.8
7.9
7.10
7.11
7.12
7.13
7.14
7.15
7.16 / JA and JT both commented that the executive team had put considerable effort into drafting the budget. JA reminded the meeting that in the past the approach had been to present a simplified annual budget using only the appropriate numbers from the Sport England approved 4 year plan overlaid with some broad central assumptions. The approach this year had been for each member of the executive team to construct a much more detailed bottom-up set of figures for their area based on the latest operational plans.
Membership assumptions had been refined to reflect the reality of the latest growth figures by category and several other changes had been made to the make-up of key cost centres. Improvements had also been made to the assumptions underpinning staffing costs and routine levels of vacancy and staff turnover. JA confirmed that this had made it difficult to present the F&A Committee with all the information in a timely manner but she was confident that the draft budget which was presented is robust. She also reminded the Board that it had not previously been the case that monthly management accounts had continued to be prepared in Q1 when the focus had been on preparing the draft budget and preparations for statutory account year-end.
JA also reminded the Board that the Sport England funding could only be allocated to specific areas and that it was not possible to transfer this money from participation to elite or from capital to revenue spend. This remained the case in the figures presented with only approved carry-overs included where shown within certain departmental budgets.
TC commented that it was clear a lot of work had gone on to create the draft budget and that despite the fact the processes around the recent F&A meeting had been quite difficult to manage in a timely and orderly fashion she was clear that the executive team had been determined to bring forward numbers that they had more ownership over. BB suggested that it would be beneficial to bring forward the timetable on budget preparations to avoid similar issues in the future. CP agreed but commented that JT as part-time and interim Finance Director had put in some extremely long hours to bring us to the point that we had now reached and thanked her for all her efforts.
The Board noted the comments and questions submitted by the Treasurer and by VA on the draft budget paper. MW recommended and it was agreed that JA should respond in detail to these and ensure both CV and VA were briefed on the Board’s discussions on this topic.
CP commented that he remained unhappy with the format used for signage conventions within the accounts and said that once the new budget was agreed and a permanent Finance Director was in post he would ask for them to be changed. He suggested that the figures would be more easily understood by all concerned if within the consolidated profit and loss statement all income was shown as a positive figure and all costs as a negative figure. Income variances should then be shown as positive if they exceeded budget and negative if they fell below expectations. Costs should be positive if they are lower than budget and negative if higher. At departmental level it was suggested that both revenue and cost targets be stated simply at the agreed figures with no negative signage convention but with both positive and negative variances for actuals adopting the same convention as recommended within the consolidated profit and loss statement. The Board agreed this would be helpful and would help show what were profitable activities and which were simply cost activities or overheads. It was further agreed that JA would continue to liaise with Sport England to ensure where surpluses could be generated by in-house activities these would allow the Board to either build reserves, reduce our dependence on Sport England funding for core programmes or to re-invest money in key initiatives contained within the Your Game, Your Way strategy.