Minutes of the Search and Governance Committee - 15 May 2024

R. Wilson in the Chair.

09/24. Declarations of Interest

G. Mills declared an interest in Min No 11/24 (2) and (3). He did not speak during the discussion.

10/24. Minutes of the Meeting Held 28 February 2023 (Appendix – Agenda Item 3) (previously circulated)

Resolved: That the Minutes of the Meeting held on held on 28 February 2023, be approved as a true record. All actions in the Minutes had been completed to time.

11/24. Board Vacancies and Succession Planning Report (Appendix – Agenda Item 4)

The Committee discussed the current position regarding current Board vacancies and opportunities, including -

1. actions taken since the last Committee meeting;
2. succession planning strategies for the 1 current vacancy and actions to mitigate the impact of upcoming Appointed Governor Terms ending within 2024. There were options available to fill these vacancies from within the existing membership and potential candidates currently being canvassed;
3. Vice Chair of Board – succession planning strategy;
4. The Link Governor Programme.

Current and Upcoming Vacancies
The Committee discussed the following and mitigating actions being taken:

• Regarding the current vacancy for an Appointed Governor, having assessed the Skills Audit and Succession Plan, one of the current Parent Governors had been approached and invited to formally apply for the vacancy, as their Parent Term was due to end in October 2024.
• There were 3 Appointed Governor Terms due to end by the end of 2024. 2 governors were on their First Terms and 1 on their Second Term. These governors also held additional roles on the Board that required a considered succession planning strategy. In accordance with procedures, the Clerk had approached the 2 governors on their First Terms to enquire about their intentions. The Governor with a Term ending in July, had confirmed that they did not intend to seek a Second Term. Having assessed the Skills Audit and Succession Plan, the current co-opted committee member was approached and invited to formally apply. The other Appointed Governor, whose First Term ended in December 2024, had confirmed that they would wish to seek Nomination to a Second Term. This Application would be considered at the next meeting. The third Appointed Governor was on their Second Term and, in accordance with the Board’s procedures, would leave the Board, presenting a vacancy in December 2024. The Clerk presented an update on search activities which were focussed on securing candidates that would both meet the Board’s skills search strategy and diversity strategy. Currently, LinkedIn had provided a gateway to connect with identified candidates; the next stage was to approach them formally about opportunities to join the Board.
• The current 16 – 19 student governor would leave the college, and therefore the Board, in July 2024. Following an election in March, that attracted good-quality Nominations which led to an election, notification of the successful candidate would be advised at the May Special Board meeting. This would enable the current student governor to support their Induction and meet the Board’s expectation that there be a seamless transition between student governors.
• A Parent Governor Term was due to end within 8 Months. The Clerk was working with the Director - Communications Admissions & Marketing on materials to highlight the opportunity to parents and carers of the current and 2024/25 intake as part of the college’s summer enrolment and advertising campaign. The Clerk would approach the current Parent Governors to ask them if they were willing to participate in the campaign.

Actions: Clerk to approach Parent Governors by 22/05/2024.
Clerk and current 16 – 19 Student Governor to support Induction by 15/07/2024.
Clerk to approach possible candidates by 31/06/2024 and report to next meeting.
Application to be considered at S&G by 10/2024.

Vice Chair of Board – Succession Planning Strategy

Further to S&G Min No 04/24, the Committee discussed strategies to support succession planning for the offices of Chair and Vice Chair.

• The Board’s Instrument 5(1) stated “The members of the Corporation shall appoint a Chair and a Vice-Chair from among themselves.” and allowed for any other eligible member of the board to chair a meeting, should the Board Chair or Vice Chair be absent, and any eligible governor may seek nomination to the role of Board Chair and Vice Chair when the vacancies arise. There was currently no expectation that the Vice Chair became Chair.
• Therefore, to:
  • Develop a secure succession planning and development strategy for the offices of Board Vice Chair and Chair;
  • Provide a succession planning solution if the Vice Chair had no desire/capacity to be Chair;
  • Support the current Board Chair and Vice Chair in their expanding workload; and
  • Provide enrichment and development opportunities for governors as part of the Board’s Succession Planning programme by offering a ‘mentoring opportunity’ to eligible governors to put themselves forward for the roles and to build capacity within the Board.

The Committee agreed that the Board be recommended that eligible governors be offered an opportunity to develop the skills and capacity for the Vice Chair role by:

• Acting as a deputy to the Vice Chair when the Vice Chair was unable to attend a meeting, function or matter of business requiring their involvement, including acting as an ambassador on behalf of the Board of Governors.
• Where appropriate to offer both general and specific support to the Chair and Vice Chair where strategic, major or contentious issues were involved.
  Having discussed the proposal, the method and timeline for sharing the recommendation with governors and when and how the appointment should be made, it was

RESOLVED: That the Board be recommended to:

1. Consider the proposal for a secure succession planning and development strategy for the offices of Board Vice Chair and Chair
2. Invite governors to consider the proposal and submit any comments by 07 June 2024.
3. Invite eligible governors to apply for the opportunity by 28 June 2024.
4. Consider at the 15 July 2024 Board any applications received and agree that they undergo a suitable induction and mentoring programme to support the Vice Chair.

Action: Item to Special Board 20/05/2024

Link Governor Programme – Review of Link Areas and Succession Strategy
The Committee reviewed the role, remit and impact of the current Link Governor Programme, which had been operating at the college since merger. The Programme:

• provided governors with a wider engagement opportunity with important cross-college aspects of the organisation and maintain a visible and professional profile within the college.
• improved governance through a better understanding of the college, its provision, and the wider context in which the college operated; and
• provided enrichment and development opportunities for governors as part of the Board’s Succession Planning programme.

The Committee, having reviewed the intention of the Programme, agreed that it remained an important element of the Board’s governance arrangements and the cross-college topics currently covered by the Programme be retained as they reflected areas of strategic importance to the Board –

The Committee agreed that, to provide assurance to the Board and a record of the Link activity undertaken, the Board Chair remind all Link Governors at the Special Board meeting, of the importance of recording and submitting Link Visit Reports.

Action: Board Chair to assert importance of recording Link Visits at Special Board 20/05/2024.

12/24. Application for Governor Opportunity (Confidential Appendices – Agenda Item 5a)

Further to S&G Min. No. 11/24, regarding the current vacancy for an Appointed Governor, having assessed the Skills Audit and Succession Plan, one of the current Parent Governors had been approached and invited to formally apply for the vacancy.

The Committee deliberated on the application, based on an assessment of a submitted application form and skills audit (previously circulated) and with reference to Board’s Succession Strategy and Plan. The Committee also discussed succession planning arrangements with respect to the Link Governor Programme.
Having considered the skills and experience of the candidate, particularly their previous experience on the Board, the future skills requirements of the Board and to maintain quality governance, the Committee made the following recommendation –

RESOLVED: It was recommended to Board that J. Barratt be appointed as an Appointed Independent Governor for a Four-Year Term and be appointed to the Quality, Standards & Curriculum Committee with effect from 21 May 2024.

Action: Recommendation to Special Board 20/05/2024

13/24. Application for Governor Opportunity (Confidential Appendices – Agenda Item 5b)

Further to S&G Min. No. 11/24, a Governor with a Term ending in July, had confirmed that they did not intend to seek a Second Term, which would leave a vacancy on the Board. Having assessed the Skills Audit and Succession Plan, the current co-opted committee member had been approached and invited to formally apply. The candidate had already passed Due Diligence Checks.

The Committee deliberated on the application, based on an assessment of a submitted application form and skills audit (previously circulated) and in reference to Board’s Succession Strategy and Plan. The Committee also discussed succession planning arrangements with respect to the Link Governor Programme.

Having considered the skills and experience of the candidate, particularly their extensive experience in the education sector, incorporating learning and skills, the future skills requirements of the Board and to maintain quality governance, the Committee made the following recommendation –

RESOLVED: It was recommended to Board that J. Vernon be appointed as an Appointed Independent Governor for a Four-Year Term and be appointed to the Quality, Standards & Curriculum Committee and Search & Governance Committee with effect from 01 August 2024.

Action: Recommendation to Special Board 20/05/2024

14/24. Governor Development Report (Appendix – Agenda Item 6)

The Committee discussed the latest progress (previously circulated) on –

1. The Board Learning Walk Programme and Governor Social Programme 2023 – 2024;
2. Mandatory Development Modules - % of completion;
3. The Progress of the Governor Development Plan 2023 – 2024; and
4. Skills Audit – relevance and review.
   
   
1. The Board Learning Walk Programme and Governor Social Programme 2023 – 2024
   The Spring Term Learning Walk had been in Art & Design at the English Bridge Campus. Those governors who had attended praised the organisation of the Walk and had welcomed the opportunity to engage with this aspect of the college’s provision. Governors who had attended a Walk in the subject area a few years ago, commended the visible impact of improvements made. The next Walk would be held in Law, Maths & Criminology at the Welsh Bridge Campus on 01 July 2024; 7 governors were currently confirmed to attend.
   
   The Termly ‘calendar of events’ included details of events in college, as well as reminders of governance meetings. Governors had already attended events held this Term, including the Summer Concert at English Bridge Campus. The Summer Term included end of term celebrations and events and the Committee expected a high degree of governor participation.

2. Mandatory Development Modules

The Committee had expected 100% compliance to be achieved by this meeting. However, one Governor was still completing some modules. The Board Chair undertook the contact them personally to impress on them the importance of completing the Modules to expected targets, the expectation being that all modules would be completed by the end of June 2024.

3. Governor Development Plan 2023 – 2024
   The Online Governance Development Programme hosted by the Education & Training Foundation (ETF) was live and accessible for free to governors. The Clerk had signposted these resources and the learning pathways would inform the Governor Induction Programme 2024/25, as would the Governance Competency Framework. The Committee discussed the approach the Board should take going forward to ensure that governors accessed the most effective development opportunities. There was a wide variety of development being offered to governors and the Committee agreed that development should focus on core skills needs
   
   
4. Skills Audit
   The Committee reviewed the current Skills Audit (previously circulated) and discussed if it continued to identify the relevant skills required by the Board. The Committee agreed that the Board’s core skills remained centred around leadership and strategic thinking, education and financial management and that the Audit continue to reflect those skills at this time. However, the Committee agreed that the Audit be kept under regular review.

Actions: Board Chair to follow up on Mandatory Modules by 31 May 2024
Board Development & Training Progamme 2024/25, to be presented to next meeting.

15/24. Board Quality Improvement Plan (Appendix – Agenda Item 7)

1. 2023 – 2024 – Progress

The Committee reviewed progress against the 2023 – 2024 Board Quality Improvement Plan (QuIP) (previously circulated). The Committee reviewed tasks that were ‘off target’ and received an update as follows –

• Visit to an Outstanding College. Calendar availability had presented the main barrier to achieving this task to expected target. A date for early September 2024 had been set for the visit; however, this was to be reviewed the light of this being the first ‘in college’ week of the new Academic Term and the P/CEO’s availability may be limited.
• The Board’s ‘Wait List’ for candidates was now empty and search activities would be the Clerk’s main task over the coming months, informed by the Skills Audit, Succession Plan and the ERG’s review conclusions.

2. Board Development & Strategy Event – Evaluation

The Governor/SLT Strategic Development Event had taken place on 19 April 2024. An Evaluation Form had been circulated to all Appointed, Staff and Parent Governors that attended the event.

There had been fewer responses than in 2023. In addition, evaluation ratings were lower than last year’s event, although the majority of respondents had scored the event positively. The Clerk had followed this up and had established that a respondent had misinterpreted the scoring system.

As part of the event, Governors had worked in small groups to consider what information they required to discharge their responsibility to periodically review the curriculum by devising a series of ‘assurance questions’. The questions were re-visited at the conclusion of the day’s sessions and governors were asked to individually self-assess their confidence answering the questions set earlier. Where subsequent analysis identified areas as requiring some further evidence, actions were being taken to provide governors with further assurance. An update report on these actions would be provided to all governors as part of the Special Meeting to approve the Accountability Statement scheduled for 04 June 2024 at 5.00 p.m. by Teams.

Action: Draft Accountability Statement to Special Board 12/06/2024

16/24. External Board Review (ERG) – Progress Update (Appendix – Agenda Item 8)

The External Review of Governance was well underway. To date –

• Scoping conversations had been held between Fiona Chalk, the P/CEO, the Board Chair and the Clerk to inform the ERG process.
• Fiona had attended (remotely) the 18 March Board meeting and a meeting of F&BO on 16 April.
• A questionnaire had been circulated for all board members to complete. To date, there had been an encouraging level of engagement.
• Fiona would attend a meeting of the SLT during June, to speak with the leadership team in a group session.
• The Clerk had submitted a list of documentation as part of the review and had completed a questionnaire on procedural governance matters by the required deadline. The auto generated report would be the subject of a discussion between Fiona and the Clerk on 22 May 2024.
• Fiona would attend the Special Board on 15 May, the Audit Committee meeting in June and possibly another meeting, before submitting her Final Report to Board in July.

SFCA webinar ‘Reflections on Emerging Themes External Reviews of Governance’ delivered by Prof. Ron Hill’

The Clerk had attended the webinar and presented a summary of the key themes.

The webinar had covered the following areas –

• Culture, ethos and behaviours – what ‘effective governance’ themes had emerged from ERG Reports reviewed so far:
  • A Culture of ‘Deliberation’ – adding more dimension and intent than ‘challenge/critical friend’.
  • Creating a governance culture where decision making would occur – not just asking questions with no clear outcome/receiving time-consuming presentations with no clear outcome/being given information in meetings without an expectation of asking what governors thought or being asked to make a decision
  • Ensuring a good understanding of teaching and learning at Board level.
• Operational practices - Devising practices to make the best use of the skills and characteristics of the enthused and committed individuals who volunteered to be governors.
  • Devising agendas that connected clearly to the Board’s core responsibilities.
  • The quality and accessibility of reports to address the strategic agenda – using clear indicators and success measures to hold senior leaders to account.
  • The role of the Chair in meetings to draw out decisions, not just acting as ‘host’. Using ‘prep meetings’ to run through the agenda with the Clerk/senior leaders.
  • Succession planning for key roles.
  • If embracing technology, ensuring it served effective governance by investing in training governors on how to use it.

The Committee observed that some positive operational practices mentioned during the webinar were already being used by the Board, including:

• Reports to committees being restricted to 2 or 3 sides of A4.
• Reports ensuring a decision was made or asking for governors’ input/thoughts on an issue.
• Receiving progress reports at Board (as a core item) on the One Year ‘Operational Plan’ underlying the Strategic Plan.
• Reducing the time spent at Board meetings on ‘committee business’ to focus on strategic deliberation.
• Offering hybrid meetings but honouring the importance of face-to-face interactions.
• Clear, fixed terms for governors.
• Succession Planning.
• Using ‘governance packs’.

17/24. Governance Updates

The Committee received the following updates –

1. Draft Board and Committee Meeting Calendar 2024/25

The Draft Calendar would be presented to the Board for approval at its meeting in July.

Action: Draft Board and Committee Meeting Calendar to Board 15/07/2024

2. Governance Codes - Update

A visual explaining the main changes to the Corporate Governance Code (previously circulated) was considered. The Clerk would incorporate the changes in the annual compliance check that would be reported to Board in December 2024.

Action: Annual Compliance Check to Board 09/24

3. Preparation for OFSTED

The P/CEO observed that the college was in scope for a Full Inspection as part of the requirement that all schools and colleges be inspected by the end of 2024/25. The Committee discussed how the Board should both support the college’s preparation and prepare themselves for Inspection. The Committee acknowledged that several governors should be identified at this stage, to form the ‘team’ that would meet with the Leadership & Management Inspector.

The Committee agreed that a development update be given to the Special Board on 15 May 2024, so that governors understood the likely programme and format of the Inspection and be requested to consider how they would wish to be prepared.

Action: Presentation to Special Board 20/05/2024

18/24. Risk

It was agreed that there had been sufficient discussion of the other risk issues at the meeting, particularly, the need to focus search activities going forward and enact the Board’s succession plans.

The meeting concluded at 7.35 p.m.