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

Search and Governance Committee held on 20 June 2024

Present: Danielle Gillett (Chair), Jackie Rossa

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

1. Declarations of Interest

   • 1.1 The Chair declared an interest in Item 5.

2. Apologies for Absence

   • 2.1 Apologies were received from Verity Hancock, Chan Kataria, Louisa Poole, and Sophie Strevens-Robinson.

   • 2.2 The meeting was not quorate but members present confirmed they were content to discuss the agenda items and seek written resolutions following the meeting.

3. Minutes and matters arising from the previous meeting held on 15 February 2024

   • 3.1 The outstanding actions from the previous meeting were all picked up on the agenda.

   • 3.2 Members present confirmed that the minutes of the meeting held on 15 February 2024 were an accurate record.

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 The current Corporation membership stood at 17, with three vacancies.

     • 4.1.2 It had been anticipated that Chan Kataria would be stepping down. However, he had agreed to stay on longer due to the potential for a merger with the SMB Group.

     • 4.1.3 The two student governors had been re-elected for the next academic year.

     • 4.1.4 Committee members would need to approve Zubair Limbada’s exception extension for one additional year.

     • 4.1.5 Roger Merchant’s term had expired on 22 May 2024. An email had been sent to committee members and they had replied to indicate that they were content with Roger serving another term.

     • 4.1.6 The board now comprised slightly more women than men, and due to recent changes, there had been slight alterations to the ethnic and age profile. Disability remained the same.

     • 4.1.7 An advertisement had gone out to fill the three vacancies. There had only been one response, and an interview would take place on 10 July 2024.

     • 4.1.8 Depending on the progress of the proposed merger with SMB Group it would be wise to retain the current vacancies. If the merger did not go ahead then the College could look to the DfE or an agency to assist with filling the vacancies. This could be re-visited in September 2024.

   • 4.2 Governors made the following comments.

     • 4.2.1 It was useful to have Roger Merchant as a member of the Audit Committee. The fact that he did not sit on the Corporation worked well in providing additional scrutiny and independence.

     • 4.2.2 The approach to recruiting new governors sounded sensible. If the merger did go ahead, having unfilled vacancies would help to accommodate members from both boards.

     • 4.2.3 When compared with staff, it was noticeable that 67% of governors lived in the county, while 70% of staff lived in the city.

     • 4.2.4 In addition to ensuring that the board was representative of the student population, it was also important to ensure that there was the right skills mix. Governors with experience in estates, quality and legal services were underrepresented on the board. Noted. It would also be useful to keep in mind the industries which governors came from.

     • 4.2.5 If the merger were to go ahead, it may be that SMB Group governors have skills which complement those of the Leicester College board

   • 4.3 Members present confirmed their agreement to the exceptional extension of Zubair Limbada’s term for an extra year.

   • 4.4 Roger Merchant’s new term had been approved by governors in writing prior to the meeting.

   • 4.5 Member present noted the report on succession planning and committee membership.

5. Chair’s performance review

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

     • 5.1.1 There had been lots of positive feedback, and governors had expressed appreciation of the Chair’s skills and how she had represented the board.

     • 5.1.2 It was pleasing to see that that the culture of openness and transparency had been recognised by governors.

     • 5.1.3 Governors had appreciated the opportunity to meet with the Chair for 1:1 discussions.

     • 5.1.4 The suggestions which had been made had been similar to those of previous years:

       • 5.1.4.1 Team building/social events had been offered in previous years. However, the response had not been great. The Away Day and Christmas Dinner provided opportunities for governors to meet informally. There were also external events which may offer governors the opportunity to meet informally.

       • 5.1.4.2 Governors had asked for more 1:1s conversations with the Chair. It was recognised that that Chair already gave a significant amount of time to the role, so it had been decided that the current schedule of annual 1:1 meetings would be kept. Additional meetings with the Chair could be requested if needed.

     • 5.1.5 There had been a comment around being more transparent around how governors were held to account. The Chair was provided with details of each governors’ attendance and training prior to their 1:1 meeting, but a more formal appraisal process was not in place. Governors would need to consider whether anything more formal was required, such as a self-reflection exercise. This might be something that could be picked up as part of the next board review.

   • 5.2 Governors made the following comments:

     • 5.2.1 With regards to teambuilding and informal social events, it must be recognised that governors’ time was limited and there often needed to be a good reason for governors to attend events.

     • 5.2.2 Governors would sometimes ask the Chair how to prepare for a 1:1 conversation. It may be useful to have a standard agenda. This could be prepared.

     • 5.2.3 It would be interesting to know what governors wanted to gain by having an additional 1:1s with the Chair.

     • 5.2.4 With regards to accountability, it was noted that attendance was reported to the Board and information was available externally on request.

     • 5.2.5 There had been some feedback around meetings not keeping to time. This was noted, but it was important to remember that the Chair had to ensure that all governors were given the opportunity to contribute to meetings.

     • 5.2.6 Was there a suggestion that not all governors were modelling the College’s values? The feedback did not suggest this. Instead, the feedback was asking whether governors modelled best practice. It might be helpful to consider asking governors to complete an individual self-assessment/self-reflection questionnaire prior to the 1:1s with the Chair.

     • 5.2.7 Was there a process for holding governors to account? Governors were held to account in several ways including through the Code of Conduct. The Board was provided with details of attendance and governor engagement which provided tacit accountability.

     • 5.2.8 Were governors aware of actions which could be taken if they breached the Code of Conduct? This information was included in the Code of Conduct and Standing Orders.

   • 5.3 Members present noted the Chair’s Performance Review.

6. Revised Governor visit form

   • 6.1 The Director of Governance and Policy presented a revised governor visit form.

   • 6.2 Governors made the following comments:

     • 6.2.1 The accompanying notes were as useful as the form itself. There had previously been a lot of guidance which had not been reflected in the form and now there was a clearer relationship between the guidance and the form.

     • 6.2.2 These forms were presented to Corporation, so a more concise and focused form would be helpful.

     • 6.2.3 Jackie Rossa was thanked for making suggestions for amendments.

   • 6.3 Members presented confirmed their agreement to the Revised Governor Visit Form.

7. Self-assessment questions 2023/24

   • 7.1 The Director of Governance and Policy presented the Self-Assessment Questions for 2023/24. The following points were highlighted.

     • 7.1.1 The self-assessment had been revised to better reflect the new Code of Good Governance and further questions had been added.

     • 7.1.2 There were now 40 questions which was quite a lot. However, this formed part of the Board’s self-reflection.

   • 7.2 Governors made the following comments.

     • 7.2.1 It had been a good idea to align the self-assessment with the Code of Good Governance.

     • 7.2.2 Was a comparison made between years? This could be done.

   • 7.3 Members present confirmed their agreement to the Self-Assessment Questions for 2023/24.

8. Governance improvement action plan

   • 8.1 The Director of Governance and Policy presented the Governance Improvement Action Plan. The following points were highlighted.

     • 8.1.1 There had been good participation in learning walks and visits during 2023/24 which had contributed to governors’ knowledge and the quality of discussion. Governors would continue to be encouraged to visit the College.

     • 8.1.2 There had been good participation in training and development activities. In addition to training modules, there had also been good participation in the various networks.

     • 8.1.3 A new action plan would be drafted at the start of the next academic year. Anything coming out of the self-assessment would be added into the new plan.

   • 8.2 Governors made the following comments.

     • 8.2.1 There had not been much reference to the new Governor Dashboard during meetings. Had there been any feedback on how governors were engaging with the dashboard? There was still work to be done with regards to governors using the dashboard. It had been tried during meetings of the CSQI Committee, but governors still required some context to help them understand what they were looking at.

     • 8.2.2 It would take time for the dashboard to be fully utilised. Reasons to use the dashboard needed to be created. It may be that the CSQI Committee could use the dashboard during the curriculum area focus presentations.

   • 8.3 Members present noted the Governance Improvement Action Plan.

9. Workplan 2024/25

   • 9.1 The Director of Governance and Policy presented the Workplan for 2024/25. The following points were highlighted.

     • 9.1.1 This workplan would be subject to change throughout the year.

   • 9.2 Members present confirmed their agreement to the Workplan for 2024/25.

10. SMP group SPA

    • 10.1 The Director of Governance and Policy provided an update on the SMB Group SPA. The following points were highlighted.

      • 10.1.1 The full proposal had been submitted and shared with governors.

      • 10.1.2 The DfE had requested a more detailed financial plan which had been provided.

      • 10.1.3 The College’s strong governance and skilled governors had been conveyed in the proposal.

      • 10.1.4 The aim was to nominate the majority of governors for the new Board as well as nominating Danielle Gillett to continue as Chair.

      • 10.1.5 The current unfilled vacancies would enable the College to bring in board members from SMB Group.

      • 10.1.6 The new board would need to reflect the student population.

      • 10.1.7 Should the merger progress, there would need to be either a steering group or shadow board to make decisions.

      • 10.1.8 There had not yet been any formal feedback on the proposal.

    • 10.2 Governors made the following comments.

      • 10.2.1 Was the next stage the presentation? It would be. This would be the final stage, although there may be follow up questions.

      • 10.2.2 Would governors be informed of the outcome? Yes. Governors would be notified. The Finance and General Purposes Committee would be meeting in the next week which might offer governors the first chance to discuss the outcome.

    • 10.3 Members present noted the update on the SMB Group SPA.

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

    • 12 September 2024

    • 23 January 2025

    • 15 May 2025