Minutes of a meeting of the Board of Leicester College Corporation:

Search and Governance Committee held on 15 February 2024

Present: Danielle Gillett (Chair), Verity Hancock, Chan Kataria, Jackie Rossa*, Louisa Poole*, Sophie Strevens-Robinson

In Attendance: Louise Hazel- Director of Governance and Policy, Matt Widdowson- Governance and Policy Officer

Via MS Teams

1. Declarations of Interest

   • 1.1 The Chair welcomed Sophie Strevens-Robinson and Louisa Poole to their first meeting of the Search and Governance Committee.

   • 1.2 The Chair declared an interest in item 8. Chan Kataria and Louisa Poole declared an interest in item 4, and all committee members declared an interest in item 6.

2. Apologies for Absence

   • 2.1 No apologies had been received.

3. Minutes and matters arising from the previous meeting held on 21 September 2023

   • 3.1 The minutes of the meeting held on 21 September 2024 were agreed as an accurate record and approved.

   • 3.2 There was a matter arising from item 10.2.1 in the previous minutes. Capital investment had been added into the SAR.

4. Succession Planning

   • 4.1 The Director of Governance and Policy presented a paper on succession planning. The following points were highlighted.

     • 4.1.1 There were currently two vacancies with the potential for a further two, meaning there could be four vacancies by the end of June 2024.

     • 4.1.2 Chan Kataria would remain as a governor until the Corporation Away Day in June 2024.

     • 4.1.3 Zoe Allman’s term of office would expire at the end of February 2024.

     • 4.1.4 Zubair Limbada’s term of office would expire at the end of July 2024. Previously, exceptional extensions to some governors’ terms of office had been agreed where this helped with succession planning. Louisa Poole had agreed to step up as Chair of the Audit Committee after Zubair left but indicated she would welcome an extension to his term of office for one year if he was agreeable.

     • 4.1.5 Board diversity had fluctuated and there had been changes to the gender and ethnicity mix of the Corporation. Attention still needed to be paid to the board’s ethnic diversity.

     • 4.1.6 There were two governors with declared disabilities.

     • 4.1.7 61% of governors lived in the county, while only 22% lived in the city (17% from outside of the county). The number of governors coming from the city was comparatively small.

     • 4.1.8 Industries which were underrepresented in the skills matrix were travel and tourism, the green economy, IT, retail, creative and performing arts, construction, housing, and hospitality. These were areas in which the College had provision.

     • 4.1.9 Skills which were underrepresented in skills matrix included marketing, legal and estates management.

     • 4.1.10 It was suggested that the priorities for filling vacancies should be in terms of skills, location, and ethnicity.

   • 4.2 Governors made the following comments.

     • 4.2.1 Zubair Limbada had been a good chair whose experience had provided stability to the Audit Committee. It was agreed that he would be asked to stay on for another year.

     • 4.2.2 Why had Jai Sharda stood down as a governor? This was due to his workload.

     • 4.2.3 Taking into account skills, location, and ethnicity when filling posts would be a challenge and might require a slightly wider pool of potential candidates. Governor networks might be useful in helping get the information out to potential candidates.

     • 4.2.4 Becoming a governor was recognised as being ‘big ask’ and could be difficult for those unable to committee the time.

     • 4.2.5 The number of governors coming from the city looked out of sync with the College.

     • 4.2.6 Was there a one-page sheet which could be shared with people to promote the governor role? This would be drafted alongside an advertisement. The Apprenticeships Team would also be approached to discuss their employer contacts. It may be that all the vacancies could not be filled in one go but the advertisement could be kept open.

     • 4.2.7 It was noted that sometimes it was better to not appoint rather than to appoint someone who was unsuitable for the governor role.

     • 4.2.8 It would be useful to have a link which could be shared with people when governors were talking about the governor role.

   • 4.3 The Committee agreed that an exceptional extension would be discussed with Zubair Limbada.

   • 4.4 The Committee noted the report on succession planning and approved the committee membership.

5. Association of Colleges (AOC) code of Good Governance

   • 5.1 The Director of Governance and Policy presented a paper on the AoC Code of Good Governance. The following points were highlighted.

     • 5.1.1 The Corporation had signed up to the existing Code in 2015. The 2015 Code had never been entirely satisfactory and so the new Code was welcomed.

     • 5.1.2 It was proposed that the Corporation should sign up to the new Code. It needed to be adopted in time for the next academic year and it was proposed that this would go before Corporation in March 2024 for it to be agreed for the start of 2024/25.

     • 5.1.3 There was also a self-assessment which the internal auditors would review. There were still a few areas of this which required some work included around reporting of environmental sustainability.

     • 5.1.4 There was a recommendation that there should be a policy setting out the independence of the governance professional. There was a detailed job description for this role which could satisfy this requirement.

   • 5.2 Governors made the following comments:

     • 5.2.1 There was nothing unusual about the Code of Good Governance and nothing which the College did not already do.

     • 5.2.2 The six principles were clear.

     • 5.2.3 It was recognised that most public organisations were adopting codes for public life.

     • 5.2.4 Was the self-assessment template owned by the Search and Governance Committee? Yes.

     • 5.2.5 Would this be looked at independently? The internal auditors, RSM, would look at it and then produce a report for the Audit Committee. It could also be part of any future governance review.

     • 5.2.6 Did the AoC Code of Good Governance replace anything? It replaced the previous Code of Good Governance.

     • 5.2.7 This was a simplified Code of Good Governance which was beneficial.

     • 5.2.8 The Governance Professional’s job description should be sufficient to evidence independence and a policy was not needed.

     • 5.2.9 How often should this be looked at? Not very often unless there were changes. As this was a new Code it might be possible that there could be a few changes.

   • 5.3 Governors noted the AoC Code of Good Governance and the self-assessment and recommended actions.

   • 5.4 Governors agreed to recommend the adoption of the AoC Code of Good Governance to Corporation.

6. Education and Training Foundation (ETF) competency frameworks

   • 6.1 The Director of Governance and Policy presented a paper on ETF Competency Frameworks. The following points were highlighted.

     • 6.1.1 Three frameworks were presented and the committee was asked how these should be used.

     • 6.1.2 The ETF’s intention was to use these as the basis for their governance development programme.

     • 6.1.3 One suggestion was to inform new governors about these during their induction. The Chair’s performance review was being aligned to the Competency Framework. Corporation and Committee self-assessments could also be aligned with these frameworks.

     • 6.1.4 The Governance Professional’s Framework would be a self-assessment for the Director of Governance and Policy to be discussed with the Chair of the Corporation.

   • 6.2 Governors made the following comments:

     • 6.2.1 These were very comprehensive frameworks.

     • 6.2.2 Some organisations were moving away from frameworks as they were considered to be overly bureaucratic.

     • 6.2.3 New governors might feel that these frameworks were what they needed to be doing and cause them some concern. However, there were parts which could be used for assessments and self-reflection.

     • 6.2.4 One of the benefits of becoming a governor was that a lot of training was provided. The fact that these frameworks aligned with the ETF was beneficial.

     • 6.2.5 The frameworks for the Chair and governance professional could be used for question setting and performance reviews. However, more care was needed with regards to the framework for governors. Governors should not have to feel that everything needed to be ‘ticked off’.

     • 6.2.6 The only options were to mark each item as ‘proficient’ or ‘excelling’ which indicated that this was not a development tool. It could be demoralising for governors who did not rate themselves as ‘proficient’. Maybe a further option should be added for governors to indicate areas in which they wanted to develop.

     • 6.2.7 If the frameworks were used with care and discretion, then they could be useful.

     • 6.2.8 Had there been a previous framework? These new frameworks had taken a long time to develop meaning that there had been a long gap since the old framework.

     • 6.2.9 Everyone had mentioned how these could be used for self-reflection. The frameworks could be circulated, and governors could be informed that they were available.

     • 6.2.10 The frameworks could be added to the induction folder.

   • 6.3 Governors noted the ETF Competency Frameworks and provided their advice on how to use the competency frameworks.

7. Link/Lead Governor roles

   • 7.1 The Director of Governance and Policy presented the Link/Lead Governor Roles. The following points were highlighted.

     • 7.1.1 Several governors had been encouraged to take on these roles. Some of the link governor roles were mandatory including safeguarding, careers and SEND. There was also an expectation that there would be a Skills governor. In line with the Board’s priorities were also link governors for EDI, health and safety and sustainability. The Sustainability role had not yet been filled.

     • 7.1.2 The principles set out in the paper made it clear that governors needed to maintain a governance focus and not get drawn into operational details. This was to avoid confusing staff and exposing governors to personal liability for any decisions which they made. Governor should also not chair internal management committee or be used in a consultant role. Anything which came out of their role would need to be fed back to the Corporation

     • 7.1.3 A question had been raised by the CSQI Committee about whether governor could be linked to curriculum areas. One concern was the inability to fill all these roles.

   • 7.2 Governors made the following comments.

     • 7.2.1 There were clearly benefits to the link governor role but also the potential for things to go wrong. Governors could get drawn into operational matters; there were issues around ‘shadow directorships’. Additionally, if an individual governor came to be seen as a expert in a certain area this could cause difficulties for the Corporation’s collective responsibility. The Board needed to ensure that governors were not put in a potentially difficult position.

     • 7.2.2 It was healthier if governors continued to visit curriculum areas rather than being aligned with them. The current set up was working well

     • 7.2.3 Safeguarding and SEND were quite large areas.

     • 7.2.4 Another risk of aligning governors with curriculum areas was ‘governor capture’ which meant that governors could be used as an advocate for that area. The Board required governors who could take a wider view and it was best to ensure that governors remained at the strategic level.

     • 7.2.5 The roles which had been presented were preferable to aligning governors to curriculum areas.

     • 7.2.6 An advantage of the link governor role was that it provided a different perspective other than the operational leads. For governors it helped them understand the strategy.

     • 7.2.7 It was noted that there were other resources available in addition to the link governor role description.

     • 7.2.8 It would be useful to put these before the Corporation and then meet with individual link governors to talk through the role.

     • 7.2.9 Would there be a time limit on these roles? What would stop governors from not wanting to relinquish the role? No time limit was currently set but this was a good idea. Two years felt long enough before a review although a review did not automatically mean that governors could not continue in those roles.

   • 7.3 Governors approved the Link/Lead Governor role descriptions.

8. Chair’s performance review questions

   • 8.1 The Director of Governance and Policy presented the Chair’s Performance Review Questions. The following points were highlighted.

     • 8.1.1 The proposed questions were brought before the Search and Governance Committee every year. These were the questions which would be answered by governors and ELT. The results would come to this committee and to Corporation.

     • 8.1.2 While some of the questions aligned with the Chair’s competency framework, it was not possible to align all the questions. Changes to the existing questions were proposed to help align them as far as possible.

     • 8.1.3 The review questions helped provide evidence for an audit or external review.

   • 8.2 Governors made the following comments.

     • 8.2.1 Mapping across the questions from the competencies was important but had not been an easy task.

     • 8.2.2 If the competencies were going to be adopted, then it was best to be judged against them.

   • 8.3 Governors approved the Chair’s Performance Review Questions.

9. Governor Away Day 2024

   • 9.1 The Principal provided an update on the Governor Away Day for 2024. The following points were highlighted.

     • 9.1.1 The proposal was for the away day to be split into three main parts

       • 9.1.1 The first part would look at the current environment and policy context. The prospect of a general election would make this particularly interesting. The Principal had been discussing a speaker with Lesley Giles.

       • 9.1.1 The second part would look at the people who the College was delivering to: who were the students and prospective students? This would include SEND due to the increase in this area. The Director of Student Services and Head of Supported Learning had offered to support this.

       • 9.1.1 The third part would look at the College’s resources.

       • 9.1.2 This would begin the process of formulating the ideas for the next strategic plan.

       • 9.1.3 The away day needed to be participative and not ‘too heavy’.

       • 9.1.4 In the previous year there had been a review of the progress against the KPIs which had also worked well.

   • 9.2 Governors made the following comments.

     • 9.2.1 A lot of businesses were having to look at the current environment and their resources and decided upon the trade-offs. Involving the Board in this was a good idea. A speaker who could set the scene and had an external view was needed and discussions were ongoing with Lesley Giles.

     • 9.2.2 The team building aspect of the away day was also important.

     • 9.2.3 It would be interesting to look at the whole instead of focusing on individual areas and to look at what was coming up such as demographic changes.

     • 9.2.4 The timing of the general election would be important as it would be useful to read the manifestos.

     • 9.2.5 Would the away day take place at the same venue as last year? Yes.

   • 9.3 Governors approved the plans for the Governors Away Day for 2024.

10. Governance improvement Action Plan

    • 10.1 The Director of Governance and Policy provided an update on the Governance Improvement Action Plan. The following points were highlighted.

      • 10.1.1 Ten governors had undertaken 27 learning walks. Governors and staff had benefitted from these visits. Learning walks had also included support areas. These would be slowing down now due to assessments.

      • 10.1.2 Attendance was the best it had been for some time.

      • 10.1.3 The Governor Dashboard had been launched. Two governors had used it multiple times. There was now a link included in meeting agendas.

      • 10.1.4 Actions arising from the Code of Good Governance needed to be added into this plan .

    • 10.2 Governors made the following comments.

      • 10.2.1 It was important to encourage governors to use the governor dashboard.

      • 10.2.2 It was good to track the actions and see the progress.

    • 10.3 Governors noted the update on the Governance Improvement Action Plan.

11. Any other urgent business notified to the chair prior to the meeting.

    • 11.1 There was no further business.

12. Internal audit report: Governance.

    • 12.1 Members present noted the Internal Audit Report: Governance.

13. Dates and times of future meetings

    • 23 May 2024