Minutes of the East Durham College Full Board Meeting held on 9th December 2021

D Butler (Chair), E Bolton, J Bromiley, M Curry, S Duncan, G Field, M Etherington, H Ferguson, J McIntyre, S Nicholson, E Oughton, D Wild,

C Leece, RSM Auditor (Remote)

S Judson – Vice-Principal Finance and Business Planning C Tomlinson – Vice Principal Curriculum and Performance J Owen – Assistant Principal Curriculum Operations H McCoy – Assistant Principal HR and Quality D Ridley – Clerk to the Corporation (Remote) J Maughan – Committee Secretary

Apologies were received from: V McFarquhar, R Harrison, R Woodhouse

AGREED
That the minutes of the Full Board meeting held on 14th October 2021 were approved as a true record and signed by the Chair. The Chair welcomed C Leece to the meeting for items 6.3a and 6.3b and gained Board approval to discuss these items prior to item 5. Approval was also received to move item 6.3 f) to the end of the meeting.

Item 699) This time was regarded as confidential - 6.1 Governance Update - The Principal reported on the outcome of a post-employment complaint, received by the Chair of Corporation, which had been reviewed by Womble Bond Dickinson on behalf of the Chair.

APPROVED
Governors approved the actions taken.

This report was presented by the Student Union Officers H Ferguson and D Wild with K Paterson, Student Wellbeing and Engagement Officer, presenting the financial element of the report.

The Officers advised that the Executive Team were settling well into their roles. Over 100 class inductions had resulted in the recruitment of over 150 Class Reps from all curriculum areas and centres of the College. The Board were advised of the outcomes of these meetings which had also been collated for College Management Group’s action/response. A detailed update on recent student surveys, freshers’ fayres, involvement with charities, community groups, health & wellbeing organisation, trips and activities undertaken was provided. 1 The Student Wellbeing and Engagement Officer advised the finances were healthy, the student union was looking to spend £8,700 with sales generating an income of £3,725, leaving an annual budget operating deficit of £4,958. Currently the expenditure was at £1,034 and income generated was at £514, soon to increase to over £1000. The Chair commended the amount of work, activities and student participation undertaken.

NOTED
The Board noted the contents of the report. (K Paterson left the meeting)

These included:

The Principal presented the report which was regarded as confidential for reasons of commercial sensitivities. The Report included an update on College operations including Student Recruitment; External Scrutiny; Estates Update and Students Success and Community Engagement. (J Bromiley joined the meeting).

NOTED
The Board noted the contents of the report.

SAR Validation and QIP Report Improvement Plan 2020/21, Ofsted Report 2012, Quality Improvement Plan 2021/22 and Self Evaluation Document (SEN for HE)

The Assistant Principal Curriculum Operations presented the report which was regarded as confidential for reasons of commercial and student sensitivities. The Board were asked to approve the findings of the CQ&S Committee Validation Panel and its judgements on the QIP and Self Evaluation Document for HE and accept that the Ofsted report be utilised as a judgement and used instead of a self-assessment report for 2021.

APPROVED
The Board agreed and approved the findings of the Curriculum, Quality and Standards Committee Validation Panel and their judgements on the QIP and Self Evaluation document for HE and accepted the recommendation that the Ofsted report be utilised as a judgement and used instead of a self-assessment report for 2021.

a) Statutory Accounts Report Members' Report, Financial Statements for the year ended 31st July and represented letters.

This item was discussed after item 4. The Vice Principal Finance and Business Planning advised that the Statutory Accounts had been reviewed and challenged by the Audit Committee at their meeting of 25th November 2021.

A comparison between this and last year’s statutory accounts had been undertaken with any key variances and actions taken highlighted to ensure CLG and the Audit Committee were content with the going concern basis of the accounts. Neither the ESFA or internal financial modelling had highlighted any concerns but had revealed an improving position over the period, with 25 cash days at the end of the each year. The cash position at the end of this year was £1.8m compared to £755k last year. On that basis it had been recommended and agreed that the going concern position was adopted by Audit Committee. 

(J MacIntyre joined the meeting).

The Vice Principal informed that the Members Report details the operating surplus that had been reported to Board throughout the year and included statutory adjustments for pensions.

APPROVED
The Board approved the Members’ Report and Financial Statements for the year ended 31 July 2021 and authorised the Principal and Chair of Corporation to sign the Members’ Report and Financial Statements on behalf of the Board.

b) External Audit Report to the Audit Committee 2020/21

This item was discussed after item 6.3a) prior to item 5. C Leece, Audit Partner, RSM, presented the report, which had been presented and discussed in detail at the Audit Committee of 25th November 2021.

Changes to the Audit Code of Practice required the auditor to be present at the Board meeting when the Accounts were being discussed and the code of practice indicated that the ESFA would no longer issue a statement of reliance on the College's income and an alternative method of assurance was required. RSM Funding specialist had carried out work on the ILR and Funding Submissions to the ESFA. This work was categorised as errors in funding and data quality, from which anomalies could result in a funding review. C Leece confirmed to the Board that EDC had a clean audit in terms of financial statements and regularity audit, both receiving clean opinions within the financial statements. C Leece advised that the Audit was clean apart from an unadjusted pension of £99k.

NOTED
The Board noted the contents of the report and the outcome of the Financial Statements and Regularity Audit.

c) October 2021 Management Accounts (confidential)

The Vice Principal Finance and Business Planning presented the report which was regarded as confidential for reasons of commercial sensitivities. The meeting was referred to the October 2021 Management Accounts.

NOTED
The Board noted the contents of the report.

d) Risk Management Update (confidential)

The Principal presented the report which was regarded as confidential for reasons of commercial sensitivities. The risk report, risk register and risk strategy delivery plan were reviewed by the Board.

AGREED
The Board agreed the revised strategic risks and proposed risk appetite recommended by the Audit Committee.

e) Sub-Contracting Arrangements (confidential)

The Vice Principal Curriculum and Performance presented the report which was regarded as confidential for reasons of commercial sensitivities.

NOTED
i. The Board noted the contents of the report.

APPROVED
ii. The Board approved the Principal's prior approval of subcontracted activity for 2021/22
iii. The Board approved the contract for 2021/22.

f) Senior Post Holders Remuneration

This item was discussed after item 9. This report was regarded as confidential for reasons of staffing sensitivity. All staff and student governors withdrew from the meeting with the exception of the Assistant Principal Performance.

APPROVED
That the Senior Post Holders be paid in line with the Search & Remuneration Committee’s recommendation from their meeting of 17th June 2021.

a) Internal Audit Plan 2021/22

The Vice Principal Finance and Business Planning advised that Audit One and College Leadership Group had produced the internal audit plan which was presented to the November Audit Committee. Some challenge had been received and it was agreed to allocate some days to audit Equality, Diversity and Inclusion.

The Chair of Audit advised of debate around sequencing of Audits and the Audit Committee were satisfied that the main risks were audited.

NOTED
The Board noted the contents of the report.

b) Annual Report of the Audit Committee

The Chair of Audit presented the Annual Review Report of the Audit Committee and informed the report was a record of the work carried out by the Audit Committee, to inform the Board's understanding of the level of assurance that the Audit Committee could provide on the control systems, which are predominately informed by internal audits and other work carried out during the year. The Audit Chair referred the meeting to a table at paragraph 2.2 and advised there was nothing to report on the Audits undertaken and the External Audit had gone smoothly. Work had been undertaken throughout the year on risk and the Chair of Audit, on behalf of the Audit Committee, informed that the Audit Committee was content that a good level of assurance could be given on the systems reviewed throughout the year. The Vice Principal informed that Cyber Security and Subcontracting had received substantial challenge via the Audit Committee. The Chair thanked the Chair of Audit Committee for the report and thanked the Committees for the work carried out throughout the year.

APPROVED
The Board approved the opinion of the Audit Committee and noted the contents of the report.

The Clerk informed that the Terms of Reference had been approved and uploaded to the website.

Some expressions of interest in becoming a governor had been received. The Skills and Audit questionnaire was to be electronically circulated to the current Board members. Previously the Board had approved the inclusion of questions on background and diversity to help assess the gaps in skills and diversity of the current Board to inform appropriate appointments. It was at Governor's discretion whether they completed the more sensitive questions within the questionnaire. The Clerk undertook to review the privacy policies of the College.

The Chair requested timely completion of the questionnaire to progress the recruitment process.

APPROVED
The Board approved the circulation of the Skills Audit questionnaire.

APPROVED

a) The Board approved the minutes of the CQ&S Committee meeting held on 10th June 2021. The Clerk informed the committee was not quorate and the Committee was to confirm the minutes had been approved via email.

b) The Board approved the minutes of the Audit Committee meeting held on 1st July 2021.

c) The Board received the unconfirmed minutes of the CQ&S Committee meeting held on 11th November 2021.

No Further matters were discussed.