The Trustees) of Canal & River Trust (The Trust) Held on Friday 23 September 2016 8.30Am at Hilton Garden Hotel, 1 Brunswick Square, Birmingham, B1 2HW
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MEETING OF THE BOARD OF TRUSTEES Minutes of a meeting of the Board of Trustees (the Trustees) of Canal & River Trust (the Trust) held on Friday 23 September 2016 8.30am at Hilton Garden Hotel, 1 Brunswick Square, Birmingham, B1 2HW Present Allan Leighton, Chair Lynne Berry, Trustee and Deputy Chair Jane Cotton, Trustee John Dodwell, Trustee Frances Done, Trustee Nigel Annett, Trustee Jenny Abramsky, Trustee Janet Hogben, Trustee Tim Reeve, Trustee In attendance Richard Parry, Chief Executive Stuart Mills, Director Sandra Kelly, Director Sophie Castell, Director Heather Clarke, Director Ian Rogers, Director Julie Sharman, Director Simon Bamford, Director Tom Franklin, former Trustee (part meeting) Malcolm Naish, Protector (part meeting) Gill Eastwood (minute taker) 16/170 APOLOGIES The Chair received apologies from Manish Chande and Ben Gordon. CHAIR’S WELCOME AND REMARKS The Chair welcomed Jenny Abramsky, Janet Hogben and Tim Reeve to their first Board meeting. 16/171 REGISTER OF INTERESTS AND DECLARATION OF ANY INTERESTS IN ANY MATTER ON THE AGENDA The attendees declared interests as set out in Report CRT214. No further declarations of interest were made. Gill Eastwood will contact new Trustees shortly to ensure that they make GE appropriate entries into the current register of interests as maintained by the Company Secretary. 16/172 MINUTES & SCHEDULE OF ACTIONS The minutes of the following meetings were approved • Board of Trustees, Thursday 14 July 2016 • Board of Trustees, Monday 22 August 2016. Summary of actions arising from Board meetings All matters arising were in hand or on the agenda. 16/173 INTRODUCTORY REMARKS The Chair explained that Board meetings were normally held in the morning following an afternoon site visit for all Trustees and a reception in the early evening for local stakeholders. The September meeting had a different pattern as the Trust Council meeting and AGM was on the previous day. The Council had approved the following appointments as Trustees: • Jenny Abramsky • Nigel Annett • Janet Hogben • Tim Reeve. The Council approved the re-appointment of Allan Leighton as chair. Tom Franklin and Simon Thurley had left the board, having served two terms as Trustees. Tom Franklin was in attendance for part of this Board meeting as an observer to ensure that we made the most of his experience in relation to the long term financial plan. The Chair also explained that, in view of its importance, Agenda Item 5, the Long Term Financial Plan (CRT216) would take priority and be dealt with first. 16/174 redacted 16/175 redacted 16/176 redacted 16/177 redacted 16/178 MODERN SLAVERY STATEMENT (CRT220) The Board approved the Modern Slavery Statement redacted 16/179 GOVERNANCE REPORT (CRT221) GE presented Paper CRT221. redacted The Board agreed: • The Fundraising Committee would be deleted GE • GE to amend the Board Scheme of Delegation and the Board Committee Terms of Reference to reflect the: o Deletion of the Fundraising Committee o Changes to the Terms of Reference of the Remuneration Committee to show that redundancy payments over £50,000 was a reserved matter for the Board, but delegated to the Remuneration Committee o Removal of the requirement for the Audit and Risk Committee to approve the method of appointment and termination of the Head of Audit & Risk o Clarification that the appointment of Trust representatives to the Waterway Ombudsman Committee is a reserved matter for the Board o Clarification that the appointment of the Chair of the Bwrdd Glandŵr Cymru is a reserved matter for the Board o Clarification that the approval of bank signatories is a reserved matter for the Board relating to Financial Reporting and Control. o Revised job titles of members of the Executive. • Jenny Abramsky be appointed to the Audit and Risk Committee • Janet Hogben be appointed to the Remuneration Committee • Tim Reeve be appointed to the Investment Committee • Nigel Annett be appointed as Chair of the Bwrdd Glandŵr Cymru. • Gill Eastwood be appointed to the Waterway Ombudsman Committee • Gill Eastwood be appointed as Company Secretary • Redacted. It was agreed that Richard Parry would explain the duties and RP responsibilities of the Waterway Ombudsman Committee with a view to the Trustees deciding on a replacement for Tom Franklin at the November meeting. 16/180 redacted 16/181 CHIEF EXECUTIVE’S REPORT (CRT222) The Trustees received the Chief Executive’s Report and Appendices 16/182 redacted 16/183 redacted 16/184 redacted 16/185 CLOSE OF MEETING There being no further business the Chair closed the meeting. Board Meeting 23 September 2016 Decision Report CRT221 Text in red confidential GOVERNANCE REPORT Author: Gill Eastwood, Head of Governance, Risk & Audit 1 INTRODUCTION 1.1 The purpose of this report is to draw the Trustees’ attention to various matters affecting the governance of the Trust . 2 THE FUTURE OF THE FUNDRAISING COMMITTEE 2.1 The Fundraising Committee started life as an informal way for Trustees to pass on their experience of fundraising gained elsewhere, given that fundraising was a new activity for the Trust. 2.2 It was then set up as a formal Board Committee in July 2014 in recognition of the increased scale and significance of fundraising for the Trust. Its purpose (taken from its Terms of Reference) is to “provide assurance and recommendations to the Trust on the effectiveness and appropriateness of its fundraising programme and policies, encompassing both voluntary and statutory fundraising.” 2.3 There are only two specific delegations to the Fundraising Committee: 2.3.1 Ensure that there are appropriate and ethical standards and processes for receiving and refusing donations and fundraising 2.3.2 Monitor spend on restricted and designated funds to ensure these funds meet their stated objectives. 2.4 Over the last few months we have begun to question whether having a Board Committee to oversee fundraising meets the needs of a more mature charity, particularly taking into account the current climate of public opinion in relation to fundraising, and the recent changes in Charity Commission guidance and the regulatory framework. Specifically we note: 2.4.1 Brand building and raising general public awareness of the Trust to increase advocacy and support are inherently linked to voluntary income generation. These wider issues seem to be more appropriate for discussion at the full Board rather than being delegated to a Committee. 2.4.2 In June 2016 the Charity Commission updated its guidance “Charity fundraising: a guide to trustee duties (CC20)”. The purpose of this is to help trustees comply with their legal duties when overseeing their charity’s fundraising. CC20 sets out 6 principles, 4 of which focus on compliance and risk management, whiles the remaining 2 emphasize the collective responsibilities of Trustees. 2.4.3 There are significant changes in the regulatory framework surrounding fundraising. In July 2016 the Fundraising Regulator was established as 18785w the single independent regulator of charitable fundraising. This brings compliance and risk management issues to the fore. 2.5 Taking these issues into account, the Board may wish to consider whether it wants to retain the Fundraising Committee. The Audit and Risk Committee would of course have oversight of how the risks around fundraising were being managed, as they would with risks relating to any other area of the business. The Fundraising Committee discussed these issues at its early September meeting. 2.6 If the Board decided to delete the Fundraising Committee, this could be actioned by deleting the delegations to the Fundraising Committee in the Board Scheme of Delegation 2.7 It is worth noting that the Scheme of Delegation already has the authority to “decide the Trust’s overall approach to income generation, including the proportion expected to be raised from fundraising” as a Reserved Matter for the Board. This would remain unchanged. 3 AMENDMENTS TO THE SCHEME OF DELEGATION AND TO THE BOARD COMMITTEES’ TERMS OF REFERENCE 3.1 There are a number of relatively minor amendments required to the Board’s Scheme of Delegation and to the Terms of Reference for the Board Committees: 3.1.1 In May 2016, the Remuneration Committee agreed that “redundancy payments over £50k would in future be approved by the Remuneration Committee, with all others above a given threshold (£10k) signed off by the Chief Executive”. This decision needs to be reflected in the Board’s Scheme of Delegation as a matter which is reserved for the Trustees but has been delegated to Board Committees. The delegation to the Remuneration Committee would then be reflected in revised Terms of Reference for the Remuneration Committee. 3.1.2 The Trust has also recently out-sourced its internal audit function, which removes the need for the ARC to “approve the method of appointment and termination of the Head of Audit & Risk, including determining (through the Committee Chair) the involvement, where appropriate, of Trustees in the appointment process” (paragraph h of the current Scheme). This requirement was intended to safeguard the independence of the Head of Audit & Risk, which is no longer an issue in the current arrangements and therefore this sentence could be removed. 3.1.3 Since the Board agreed the Scheme of Delegation in November 2015, we have noticed some omissions. It seems opportune to address while we make other changes: 3.1.3.1 That the appointment of the Chair of the Bwrdd Glandŵr Cymru and the Trust representatives to the Waterway Ombudsman Committee are reserved matters for the Board. Both of these are missing completely in the current Scheme and will therefore be a new paragraph under “Matters Reserved for the Board of Trustees relating to Structure and Governance“. 18785w 3.1.3.2 That the approval of bank signatories is a reserved matter for the Board.