Learn Sheffield Board of Directors

Learn Sheffield Board of Directors

Thursday 27 April 2017, 8.30 to 10.45 am

On behalf of the Board the Chair acknowledged the significant work undertaken to prepare the reports for the two substantive agenda items (4.1 and 4.2).

It was confirmed that the meeting was quorate.

The confidential and non-confidential minutes of the meeting held on 16 February 2017 were approved as an accurate record. The non-confidential minutes will be published on the Company’s website.

2 Minute 17/2.2/04.3: Membership update

Emmaus CE/RC Primary

Total membership is currently 171 institutions (from a possible total of 176 i.e. 97.2%). It was reported that following recent receipt of two applications, forms were awaited from only three institutions.

3 Minute 17/2.2/04.4: Finalisation of the lease

The Board was informed that since the last meeting discussions are continuing with SCC regarding the finalisation of the lease. Directors were assured that no issues of concern have been raised and there is no outstanding action for Learn Sheffield.

4 Minute 17/2.2/04.5: VAT on salaries

It was reported that discussions are continuing with SCC relating to the payment of VAT on the salaries of seconded staff. The Strategic Business Lead was asked to clarify with the Auditors, at the meeting scheduled for 28 April, whether there will be any impact on this year’s accounts.

Following discussion at the last meeting, an updated report was provided. Details of the issues raised in the presentation and discussion are recorded in the separate confidential minutes.

2. 
   Workforce Development (CONFIDENTIAL)
   

As requested at the last meeting a report was provided for consideration. Details raised in the presentation and discussion are recorded in a separate confidential minute.

The Board was informed that following the last meeting, the Vice Chair, Strategic Business Leader and Clerk discussed further the matters to be included in the scope of the review of the Articles of Association to be undertaken by Wrigleys solicitors. These discussions acknowledged the potential impact of changes to the Company’s status and structure on its Articles and consequently it was agreed that initial clarification on the feasibility of different models was required in order to progress a full review of the Articles which would include also -

• 
  The extent to which the Articles can be amended whilst remaining compliant with the School Company Regulations;
  
• 
  The extent to which the Articles can be amended with respect to the role of SCC as the Supervising Authority
  
• 
  A range of issues relating to membership; quoracy; voting rights
  

Directors were informed that a meeting has been arranged with Wrigleys on 28 April to discuss the above. Hart Shaw, Auditors, have been invited to attend in recognition that matters relating to the Company’s structure will be one of the parameters underpinning any further amendments to the Articles. The outcome of ongoing discussions will be reported to the next meeting.

Directors noted the revised forecast which included a potential reduction in income of £25,500. It was clarified that STAT income was still anticipated in the current year, pending finalisation of novation. Costs had been re-allocated on the basis of expenditure trends to date. Future reports will include more detail on the attribution of income and expenditure.

Directors received the profit and loss accounts for March noting the slight reduction in income; further reduction in expenditure and a current net loss which was due to the profiling of Commissioning payments (due to be received in April and prior to the end of July).

1. 
   School Inspection Outcomes show a slight overall improvement in the current school year, with the percentage of good/better schools now reaching 83%. The proportion of inspections this year which have resulted in good/outstanding judgements is higher (76%) than in 2015/16 (66%). The RAG rating remains unchanged (Amber) due to two inspections resulting in an ‘inadequate’ judgement. In future reports Directors requested benchmarking information, (i.e. by sectors/across the region) together with an indication of outcomes not anticipated, to provide the Board with a ‘performance metric’.
   
2. 
   Pupil outcomes remain unchanged (Amber) in relation to statutory test outcomes from 2016.
   
3. 
   The rating in relation to the updated data on attendance and exclusions remained unchanged (Amber). School absence and persistent absence data has worsened slightly and in all sectors exclusions remain too high, although overall rates of fixed term exclusion fell in the first term of 2016/17 in both primary and secondary. More details were requested in future reports to distinguish between ‘authorised’ and ‘unauthorised’ absence, particularly in the Special Schools’ sector.
   
4. 
   In relation to outcomes for vulnerable pupils, members identified a range of issues which may require future consideration including funding arrangements for schools improvement; provision of resources to support ‘at risk’ schools and the potential opportunity for Learn Sheffield to have a more strategic role notwithstanding the associated risks.
   

1. 
   ‘Failure to achieve income targets’ – the inherent risk score (20) recognised the challenges both respect of the current year’s budget and the uncertainty regarding the Year 4 position. In relation to the former, account had been taken of the STAT novation which was still awaiting completion due to the commitments of other parties. Members were assured that there were no unresolved issues or actions outstanding for Learn Sheffield.
   
2. 
   ‘Failure to maintain good working relationships with SCC’ – the inherent risk score (16) acknowledged that although relationships are good, parties are entering a period of formal negotiations regarding the strategic and financial alignment particularly in respect of Year 4.
   
3. 
   ‘CEO/Senior staff absence’ – the inherent risk score (20) acknowledged that recent circumstances highlighted that mitigation of this risk was affected by the delay in the expansion of the senior staff team.
   

1. 
   The Terms of Reference for a Remuneration Committee subject to amending the section on ‘Membership’ as highlighted by the Clerk to ensure consistency with Article 20.3
   
2. 
   Membership of the Committee, comprising the Chair of the Board (ex officio); the Vice Chair of the Board (ex-officio) and co-opted Director; SCC’s nominated non-executive Director and Antony Hughes, co-opted Director.
   

The first meeting of the Committee will be convened to determine the Chief Executive’s performance objectives and remuneration (Minute 17/4/12.1 refers).

6 July 2017 at 4.30 pm

The Chair confirmed that as indicated previously he will circulate details to Directors and that these will be considered by the Remuneration Committee prior to a recommendation on the Chief Executive’s remuneration being submitted to the Board.

The Clerk reported that a first draft schedule had been compiled for consultation with the Chief Executive prior to consideration by the Board at the next meeting.

• 
  An update of the Risk Analysis/Risk Management Framework at every meeting
  
• 
  Draft 2017/18 Budget – 18 May 2017
  
• 
  First draft meeting schedule 2017/18 including timing of the AGM/EGM (i.e. within 18 months – no later than end of May 2018 but financial statements to be submitted to Companies House by 14 May)
  
• 
  Final 2017/18 Budget – 6 July 2017
  
• 
  Governance arrangements – 6 July 2017