Minutes of the Search and Governance Committee - 28 February 2024

01/24. Declarations of Interest

G. Mills declared an interest for the duration of succession planning during Minute Number 04/24. He did not speak or participate during this discussion.

J. Vernon declared an interest for the duration of succession planning during Minute Number 04/24. She did not speak or participate during this discussion.

02/24. Minutes of the Meeting Held 11 October 2023 (Appendix – Agenda Item 3) (previously circulated)

Resolved: That the Minutes of the Meeting held on held on 11 October 2023, be approved as a true record.

03/24. External Board Review (ERG) (Confidential Appendices – Agenda Item 4)

The Committee considered a report (previously circulated) and discussed in great detail the possible scope of the Review and a proposed timeline. After thorough discussion, it made the following key conclusions -

• Due to the Board’s self-assessment processes, the Committee had a good level of understanding of where the Board might improve the effectiveness of its governance. The Review was an opportunity to seek clarification on the effectiveness of initiatives being implemented, including revising the Board agenda to facilitate deeper strategic questioning.
• The college’s Internal Audit Service provider, Validera, was undertaking an internal audit of governance. The audit had been asked to specifically identify areas for improvement in preparation for the ERG and the Committee agreed it would not add value if the ERG recommendations ‘repeated’ any findings of the internal audit but rather provided insights on best practice to improve governance.
• The themes the ERG could explore included –
  1. Maximising the time to hold strategic discussion in Board meetings; and
  2. Supporting governors to engage effectively in meetings.

The Committee then considered and agreed a proposed timescale (previously circulated) based on the appointed reviewer attending the March 18 2024 Board meeting and one or two committees during April and May, for a final report to be presented to Board on 15 July 2024, thus meeting the required deadline.

The Committee observed that, as the college must pay for the review, it was vital that the selected partner worked well with the Board and delivered clear value.

The Committee considered proposals (previously circulated) submitted by three providers, who were able to deliver a Review within the deadline. The Committee observed that the standard offer was broadly similar across all providers, incorporating:

• desktop review of relevant governance documentation including minutes
• discussions with the Board Chair, Principal/CEO, Clerk and other nominated governors (e.g. committee Chairs)
• observation of Board and committee meetings
• survey of other governors
• development of final report and feedback.

Having considered each of the proposals carefully in turn, based on the criteria of-

• relevance to the sector
• reputation and established track record
• ability and capacity to deliver the ERG within the timeframe
• cost

it was the unanimous decision of the Committee that FE4Governance be commissioned to deliver the SCG ERG.

In conclusion, the Committee AGREED that –

1. The Review recommendations must provide value to improve and strengthen governance for the benefit of the college.
2. The Committee had a good level of understanding of where the Board could deliver improvements at an ‘operational’ level. Therefore, any ERG scope should provide meaningful support to help take a limited number of actions to make governance more effective.
3. due to the timescales a ‘Chair’s Action, in accordance with Standing Order No. 19, to taken to
   1. appoint FE4Governance as the ERG Review provider; and
   2. to grant delegated authority to the Search & Governance Committee to lead on the external governance review, develop the scope and oversee the process, delegating agreement of the final external governance review scope to the Board Chair, in consultation with the P/CEO.

Action: Board Chair to take Chair’s Action. Clerk to progress.

04/24. Board Vacancies and Succession Planning Report (Appendix – Agenda Item 5)

1. Board Vacancies and Succession Planning

• There was 1 Appointed Governor Term due to end within the next 8 months. The Governor had confirmed that they did not intend to seek a Second Term, which would leave a vacancy from 01 August 2024.
• The current 16 – 19 student governor would also leave the college and Board within the next 8 months. The Clerk had launched the election process to seek next year’s student governor.
• 1 Appointed Governor on their First Term had resigned with a leaving date of 29 February 2024, due to a change in personal circumstances. The Clerk and P/CEO had sent letters of appreciation.
• There were 3 Terms due to end within 09 – 14 months – 1 Parent Governor and 1 Appointed Governor on their First Term – who was the current Vice Chair - and 1 Appointed Governor on their Second Term.

The Board Chair sought views on the possibility of the Board having 2 Vice Chairs. The Clerk was instructed to investigate this.

Having considered the report (previously circulated), the most current Skills Audit (previously circulated), and the vacancies the Committee AGREED that, in accordance with the Board’s succession planning procedures, the Clerk to the Board approach -

1. The Independent Governor whose First Term ended on 31 December 2024, to enquire if they would wish to be considered for appointment to a Second Term.

With respect to further vacancies, it was agreed that governors would be asked to approach appropriate members of the community that they personally knew from the database held by the Clerk which had been created following the employer/community lunch.

Discussion was held regarding succession planning for chair. It was agreed that the Clerk would investigate how a second vice chair could be appointed.

05/24. Governor Development Report (Appendix – Agenda Item 8)

The Committee considered the latest update (previously circulated) on –

1. Learning Walks and Governor Community and Employer Liaison Programme 2023 - 2024
   The Autumn Term Learning Walk focused on Higher Education Provision at the London Road Campus. The next Walk was on 08 March at the English Bridge Campus in Art and Design; currently, 6 governors were due to attend.
   
   The Termly ‘calendar of events’ circulated by the Clerk included details of events in college. Governors have attended Theme Nights at Origins Restaurant and sporting fixtures.
   
   The main governor ‘event’ held in the Autumn Term, the Governor/Employer Lunch, took place in Origins Restaurant, London Road Campus on 24 October 2024. Evaluation had confirmed that the lunch was very successful, with a number of employer partnership opportunities being pursued as a result of the contacts made at the lunch.
   
   
2. Mandatory Development Modules
   It was expected that 100% compliance be achieved by the next meeting.
   
   The Home Office had issued an updated statutory Prevent Duty Guidance document for specified authorities in England and Wales, effective from 31 December 2023. which replaced all previous versions of the guidance. All staff and governors were required to read sections 1, 2, 3, 4 and the sector-specific guidance for Education in Section 5, complete an online Refresher course and evidence completion to the college. Governors had been required to evidence to the college completion of the module by the end of February 2024.
   
   
3. Governor Development Plan 2023 – 2024
   The online Governance Development Programme hosted by the Education & Training Foundation (ETF) continued to be signposted to governors by the Clerk.
   
   The Committee was also advised that governors continued to engage well with the numerous AoC and SFCA networking and training opportunities offered.
   
   The Clerk to the Board was directed to use the information gathered from the Board’s self-assessment and the Board Chair’s guided conversations with governors, to identify individual skills needs and provide targeted opportunities.

06/24. 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 Plan also included the latest Board Diversity Data, including benchmarking against the Further Education Workforce Return 2021. The next Diversity Report would include the latest college workforce data.
   
   The P/CEO reported that he was making arrangements to visit another appropriate college and this would take place in the summer term.

1. Board Chair Guided Conversations – Feedback Report
   As part of the self-assessment programme, the Board Chair had undertaken ‘guided conversations’ with governors to discuss governors’ suggestions on how governance and their own performance could be more effective going forward.
   
   Those governors spoken to confirmed that –
   1. The Board’s system of committees worked very well. This was supported by committee self-assessment.
   2. The Board was seen as a professional friend.
   3. Board initiatives, such as the employer liaison lunch, were well-received.
   4. The Board was diverse and governors used their skills well.
   5. Procedural issues and compliance were perceived as strong.
   6. The P/CEO & SLT were seen as strong and capable.
   7. Reports were of a high quality, with good levels of data and report writers responsive to requests to improve report content and presentation.
   8. Learning walks were very valuable.
   9. Governors were asking more pertinent questions.

In terms of suggestions to improve further the effectiveness of governance, the key theme that arose from discussion focused around improving further the effectiveness of strategic discussion at the Board Meetings. Initiatives already in progress included –

1. Improving hybrid and remote meeting facilities.
2. Including, at the next Board meeting, a strategic discussion session on a relevant deep dive topic.
3. Committee Chairs to draw out key themes discussed at committee meetings and highlight their links to the Strategic Plan to the Board.
4. The rolling-out of the Governance Pack to all committees.

Outcomes from the conversations would inform the Board’s Succession Planning Programme, Training & Development Programme and the Board Improvement Plan 2023/34. It would also help inform the planning of the ERG review scope.

07/24. Governance Updates

The Committee received the following updates –

1. Internal Audit – Governance
   Validera, the college’s Internal Audit Service was currently conducting an internal audit into governance.
2. Governance Codes - Update
   DfE officials were reviewing the suitability of the three governance codes for colleges as part of the work on the College Finance Handbook which was due to take effect from 1 August 2024. It was possible that this review would result in the DfE specifying two rather than three codes in future.

08/24. 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 8.15 p.m.