The Sixth Form College Farnborough

THE SIXTH FORM COLLEGE FARNBOROUGH

MINUTES OF THE CORPORATION MEETING

MONDAY 8 DECEMBER 2008

The meeting opened at 5.08 pm.

The Corporation again adopted the experimental agenda format for this meeting, whereby Committee information items were grouped later in the agenda.

08/42 Apologies
Maire Davies, Harminder Lelly

Members present
William Bagnall (Chair), Andrew Annette, James Bacon, Derry Caleb, Phyllis Chan, Adrian Collett (to agenda item 08/48), Katrina Cochrane, Peter Eyre, Theo McCusker, Linda Montgomery, Andrew Needham, Nicky Orchard, Harry Ranson MBE, Stuart Rowland, Derek Stroud, Martin Thomas, Gregory Trigg, John Guy OBE

Clerk
Richard Compton

Also present
Simon Jarvis, Gordon Dodds, Rosemary Heasman, Alastair Campbell (RSM Bentley Jennison - External Audit, to agenda item 08/47)

08/43 Minutes of the 6 October 2008 meeting
The minutes of the meeting were approved and signed by the Chair

08/44 Matters arising
(a) Governors’ personal and financial interests and eligibility forms E 08/32
The Clerk thanked Governors for the 100% return of their forms.

(b) 2008 pay settlements and threatened industrial action
The Principal confirmed that he had implemented the 2008 pay settlements for teaching and support staff under delegated authority. He summarized the negotiating procedures for sixth form colleges and, reported briefly on the decision to ballot for industrial action (subsequently lifted) by the NUT.

Governors welcomed the College's very positive and co-operative relations with its teaching and support staff. Acting as an independent corporation, it had recognized excellent service by adding the Farnborough pay supplement to the national scales.

08/45 Chair’s Business
(a) Association of Colleges Conference, Birmingham. November 2008

The Chair and Dr. Guy briefed Governors on the proceedings of a well-structured and wide ranging conference, which had been somewhat dominated by concerns about the lack of clarity on the implications of the proposed Machinery of Government changes.

The FE sector was being seen as an important vehicle for retraining employees who had been made redundant. There had been a series of addresses from Government Ministers, useful breakout sessions, and opportunities for networking.

08/46 Search Committee
William Bagnall introduced the proceedings of the immediately-preceding meeting of the Committee.

(a) Appointment of a Parent Governor, 1 November 2008 – 31 October 2010.
Gregory Trigg had been elected as a Parent Governor after an election conducted on the single transferable vote system. There had been six candidates.

The Committee had recommended that he serve on the Policy and Resources and Search Committees vice Mike Philippson

Gregory Trigg commented briefly on his current post as Business Manager at Langley Grammar School and on his previous service with British Airways.

DECISIONS
The Corporation appointed Gregory Trigg as a Parent Governor from 1 November 2008 to 31 October 2010.

It assigned him to the Policy and Resources and Search Committees.

The Chair welcomed him to the Corporation.

08/47 Annual Report and Statutory Accounts 2007/08
Governors received and considered the annual report of members of the Corporation, the accompanying statements, the 2007/08 statutory accounts, and the report by the External Auditor, who was represented by Alastair Campbell.

Dr Guy summarized the Annual Report (updated version tabled), which had been considered by the Policy and Resources Committee and whose purpose was to provide a thorough and considered overview of the College as a provider of first class post-16 education.

Important areas included the implementation of the Development Plan, the financial position; changes in student numbers, curricular initiatives including the A* pilot and the successive Extended Projects; and future development.

Dr. Guy expressed further concern about the implementation of the Machinery of Government changes, especially for a college such as Farnborough with large student flows from three sub regions. Adrian Collett commented on Hampshire County Council’s approach to its new responsibilities.

The College remained at a disadvantage with colleges in Surrey and former Berkshire because of the 10% lesser area cost adjustment. Dr. Guy had recently suggested to DCSF officials that area costs should be based not on the geographical location of an institution but on the home locations of its students.

Dr. Guy summarized the content of the statements of corporate governance and internal control, and of the responsibilities of members of the Corporation.

He gave an illustrated presentation on the 2007/08 accounts including a detailed comparison with the 2006/07 accounts and a forward projection. Particular difficulties could be expected in 2009/10 when there would be no provision for inflation, unlike in the previous financial year when the College had benefitted from transitional protection.

Alastair Campbell commented on the External Auditor's report. This depicted the continuing strong financial position.

The External Auditor had proposed that the College should consider an increase in its capitalization limit for fixed assets to £5,000 from the current level of £2500. The proposal had already been considered and commended to the Corporation by the Audit and Policy and Resources Committees.

The audit had also recommended that the College adopt component accounting for premises expenditure, which would enable it to capitalize and depreciate items over a short lifespan. College management had accepted the proposal in principle and proposed to explore it with the auditor.

The College’s apportioned pension liabilities would continue to increase. This would lead to increased employers' and employees’ contributions to the Local Government Superannuation Scheme, with cost implications for the College.

DECISIONS
The Corporation approved:
(a) the 2007/08 College Accounts;
(b) the Corporation members’ report accompanying the accounts;
(c) the statement of corporate governance and internal control;
(d) the statement of responsibilities of members of the Corporation;
(e) External (Financial Statements) Auditor's report on the 2007/08 College accounts;
(f) a revised capitalization limit of £5,000; and
(g) acceptance of component accounting in principle, the practical application to be resolved by between College management and the external auditor

Alastair Campbell left the meeting.

08/48 Estates Committee
Linda Montgomery introduced the minutes of the 3 November meeting of the Committee.

(a) Phase 6 - redevelopment of Scola
Linda Montgomery reported that progress with Phase 6 was on target. Completion date remained 10 July 2009.

(b) Phase 6 – cashflow
Gordon Dodds briefed Governors seriatim on the main items in the Strategic cashflow to 2014 revised 24 October which had been circulated with the agenda. Governors had received tabled copies of his 1 December memorandum to the Principal about the forecast. The latest cashflow forecasts to 2014 confirmed that the Phase 6 remained affordable.

Gordon Dodds reported that a meeting with Lloyds TSB on 25 October had led to the negotiation of a further revised financial package. This consisted of a combination of a provisional bank loan of £1.75m and an overdraft facility of £1.75m. It was designed to ensure a more flexible and still prudential approach to ensuring a positive cashflow, liquidity and achievement of the required capital finance ratios.

DECISION
The Corporation approved the revised strategic cashflow forecast and the further revised financing package.

(c) Phase 6 - Lloyds TSB Bank facility
Dr. Guy confirmed that Governors were required to pass three formal Resolutions in order to draw down a loan and agree overdraft facilities with Lloyds TSB for Phase 6. The texts of these Resolutions had been circulated with the agenda.

LSC consent was required to take out a loan of over 5% of an institution’s annual income. LSC had confirmed in its 5 December email that the College’s borrowing consent was in progress, and that it had everything needed to finalize approval to cover the loan and overdraft facilities. A consent letter to borrow would be provided, once LSC had received a copy of the minutes of the 8 December Corporation meeting, confirming Governors’ agreement to the terms and conditions of the borrowing.

Dr. Guy had written to all Governors on 4 December on the issue of Governor Liability, attaching advice from the College’s solicitors, Bevan Brittan, that had been sought after an approach from an individual Governor. This advice stated inter alia (para. 2.5) that ‘The general position is that when acting lawfully and in good faith, the Governors should not attract any liability as a whole or personally.’

Dr. Guy had also attached the terms of the Governors’ Liability policy taken out by the College with Zurich Municipal; Zurich had subsequently sent an email on 8 December (tabled) clarifying the aggregate cover provided by this policy.

Governors held a full discussion of the proposed Resolutions in the light of the proposed financing package, the updated cashflow analysis, the legal advice, and the terms of the Zurich Municipal liability policy.

DECISIONS
The Corporation formally approved the following resolutions:

RESOLUTION 1 – Loan facility, £1.75m
It is resolved that a loan facility in an original principal sum of up to £1,750,000 (the “Facility”) be arranged with Lloyds TSB Bank plc (the “Bank”) and that the terms and conditions of such Facility made by the Bank in a letter dated 3 November 2008 (the “Facility Letter”), which has been presented to the Corporation (the “Borrower”), be approved and accepted.

It is resolved that the Principal, Dr John Guy, and the Assistant Principal, Mr Gordon Dodds, be authorised to make the necessary arrangements with the Bank and to sign on behalf of the Borrower the above-mentioned Facility Letter.

It is further resolved that
a) either one of the Principal, Dr John Guy, or the Assistant Principal, Mr Gordon Dodds, be authorised on behalf of the Borrower to give all written instructions to the Bank in respect of the drawdown and continuance of the Facility;
b) the Chairman of the Corporation, Mr William Bagnall, or the Clerk to the Corporation, Mr Richard Compton, be authorised on behalf of the Borrower to appoint in writing additional authorised officials of the Borrower for the purposes of Resolution (a) above and that, on receipt of a certified copy of such appointment, the Bank be authorised to act on the instructions of such additional authorised officials;
c) the Bank be furnished with a list of the names of members of the Corporation, the Clerk, and senior post holders of the Borrower and that the Bank be authorised to act on any information given by the Chairman or the Clerk as to any changes therein; and
d) the foregoing Resolutions do not in any way prejudice or affect the instructions to the Bank contained in Resolutions of the Corporation constituting the bank mandate of the Borrower.

RESOLUTION 2 – Overdraft facility, £1.75m
It is resolved that an overdraft facility up to £1,750,000 (the “Facility”) be arranged with Lloyds TSB Bank plc (the “Bank”) and that the terms and conditions of such Facility made by the Bank in a letter dated 13 November 2008 (the “Facility Letter”), which has been presented to the Corporation, be approved and accepted.

It is resolved that the Principal, Dr John Guy, and the Assistant Principal, Mr Gordon Dodds, be authorised to make the necessary arrangements with the Bank and to sign acceptance of the above-mentioned Facility Letter.

RESOLUTION 3 - Overdraft facility, £25,000
It is resolved that an overdraft facility up to £25,000 (the “Facility”) on the College Trips account be arranged be arranged with Lloyds TSB Bank plc (the “Bank”) and that the terms and conditions of such Facility made by the Bank in a letter dated 13 November 2008 (the “Facility Letter”), which has been presented to the Corporation, be approved and accepted.

08/49 Policy and Resources Committee
William Bagnall introduced the minutes of the 25 November meeting of the Committee.

(a) National developments
Dr Guy provided an illustrated presentation (with tabled summaries) on two recent national developments.
(i) Education and Skills Act 2008
This recently-enacted legislation would place a duty on 16 to 18 year olds to participate in education (including training). Governing Bodies would be required to promote good learner attendance. There would be a duty on employers to ensure that suitable skills training was provided to 16-18 year old employees.

(ii) Delivering 14-19 Reform - next steps
The Government clearly had a high regard for sixth form colleges. The proposed new legal definition of SFCs would not affect their present autonomy. Creation of new SFCs would be encouraged.

Governors thanked Dr. Guy for his illuminating presentation.

(b) Risk Management
Simon Jarvis, Senior Risk Manager, confirmed that the leading risks remained inadequate revenue funding, with indicative funding for 2009/10 containing no inflationary element, and turbulence caused by proposed changes in the Machinery of Government.

The College would need to review the implications during a steady state of student intake, of volatility in students’ choice of subject such as increased interest in Maths/Sciences. This has appeared on the Risk Register for the first time, albeit with a reactively low aggregate score. The Principal preferred to continue to offer an unfettered choice of subjects but recognized there might be future need to consider managing student preference.

DECISION
The Corporation approved the updated Strategic Risk Register.

Gordon Dodds confirmed that the November report (tabled) did not contain significant changes. Although a total of £472,247 of temporary accommodation costs was to be written off in the accounts for 2008/09, this had at present been excluded from the November management accounts so that accurate comparisons could continue to be made with the budget.

DECISION
The Corporation approved the October and November 2008 finance and management reports.

(d) Corporate documents

(i) Standing Orders and Terms of Reference
The Clerk commented that the Policy and Resources Committee had endorsed the conclusion of his annual review that the present documents, approved by the Corporation at its 31 March 2008 meeting, should continue in force.

DECISION
The Corporation agreed that the current Standing Orders and Committee Terms of Reference should continue through the 2009/10 corporate year.

(ii) Special Committee
The Clerk summarized the proposal for establishing a Special Committee commissioned by the Policy and Resources Committee (minute P 08/49(b)).

He confirmed that the Corporation’s responsibilities under Article 10(1) (certain disciplinary matters), and Articles 12(1) and (2) (certain selection matters) could be delegated to a Special Committee. The current proposal was to create the membership framework so that a meeting could if necessary be convened at short notice.

DECISION
The Corporation approved the establishment framework for a new Special Committee.

08/50 Curriculum and Quality Committee
Andrew Annette introduced the minutes of the 24 November Committee meeting.

(a) Performance Report and 2008 Quality Strategy
Simon Jarvis summarized the 2008 Performance Report, which had been considered in depth by the Committee and was the outcome of a rigorous evaluation process.

The key strengths of the College (page 10) included high quality teaching across the curriculum, high levels of achievement and very good retention, an excellent pastoral system and outstanding leadership and management.

DECISION
The Corporation:
(a) approved the 2008 Performance Report; and
(b) agreed that it should form the basis of the College’s 2008 Quality Strategy.

08/51 Audit Committee
Phyllis Chan introduced the minutes of the 17 November Audit Committee meeting.

(a) Annual Internal Audit Report for 2007/8
Phyllis Chan summarized the report and the Internal Audit process. The essential Audit opinion (para. 6) was that, in the auditor’s view, the College had adequate and effective risk management, control and governance processes to manage achievement of its objectives.

DECISION
The Corporation approved the annual Internal Audit report, 2007/08.

(b) Annual Review of the Internal Audit Service, 2007/08
The internal audit service had been accorded an overall assessment of ‘Good’ after scrutiny of six specific performance areas.

DECISION
The Corporation approved the review of the Internal Audit Service, 2007/08

(c) Audit Committee’s annual report to the Corporation
Phyllis Chan commented on the report. The Committee had been satisfied with the internal and external audit services. The Committee had received the results of a value for money exercise for both services at its 17 November meeting. The daily rate for internal audit services appeared significantly higher than that charged elsewhere. The Committee would investigate this further.

DECISION
The Corporation approved the Audit Committee’s Annual Report.

08/52 Proceedings of other Committees
The Remuneration Committee had not met since the last Corporation meeting,

08/53 Principal’s Business
(a) Visits to the College
The College had welcomed during the past term:
(i) Fiona Jordan (Director of Diploma Development, DCSF), and Theresa Bergin, Head of Sector Skills, QCA;
(ii) Sarah McCarthy-Fry, MP, Under-Secretary of State for Schools and Learners
(iii) Jacquie Spatcher, Head of General Qualifications, DCSF
(iv) David MacKay, Head of A levels and Extended Project, QCA

Dr. Guy had heard that day (8 December 2008) that the QCA was commissioning a major comparative research study of the excellent standard of pedagogy at the College and at the Kingswood Partnership in Dorset.

(b) Reports.
Governors received
(i) the Principal’s diary, autumn term 2008;
(ii) the autumn newsletter to parents;
(iii) the new College prospectus
(iv) the report of the Extended Projects awards evening on 25 November 2008, which indicated the depth and range of the subjects researched.

(d) A level certificates presentation, Thursday 18 September
Kathleen Tattersall OBE, Chair of the newly-established Ofqual, had agreed to present the examination certificates on Thursday 18 December

(e) College Christmas events and ongoing programme of Farnborough Music Society concerts
The agenda had contained the programme.

(f) Press reports
Governors received copies of the customary plethora of positive panegyrics.

08/54 Information items considered by Committees
The Corporation received these items:

(a) Estates Committee
• Summer works 2009 – consideration is being given to optimizing available
• space within some are of existing college buildings to reduce the risk of vulnerability to changing student subject choices.
• Energy Performance – to note that all buildings have operational energy ratings on display
• Student car parking on local roads – the new system will be implemented in the New Year.
• There were no health and safety incident reports; the College is responding to minor procedural issues following its own commissioned health and safety report by Simmons
• A report on water management has been commissioned.

(b) Policy and Resources Committee
• To note that provisions for funding for the Local Government Pension Scheme continued to rise
• To note that the LSC's report on the College’s three year financial forecasts confirms the ‘Outstanding’ designation

(c) Curriculum and Quality Committee
• To note that the A* pilot with OCR is to be extended to 10 subjects
• Diplomas
• To note that the Spring 2009 presentation to the Committee will be on Additional Learner Support

08/55 Any other business
(a) Restructuring of agenda
Governors favoured the restructured agenda and agreed that it should continue.

DECISION
Continuation with the revised format.

(b) Revised date of next Corporation meeting
Governors received an amended Corporate Calendar which confirmed that the next Corporation meeting would now take place on MONDAY 30 MARCH 2009.

The Chair thanked Governors for their excellent attendance and wished them a happy and restful Christmas.

The Chair closed the meeting at 7.43 p.m.