Minutes of the Board of Trustees – March 2012

Minutes of the Board meeting held on Thursday 22 March 2012

Present

Mark Getty, Chairman
Lance Batchelor
Gautam Dalal
Dexter Dalwood
Professor David Ekserdjian
Lady Heseltine
Professor Anya Hurlbert
Patricia Lankester
John Nelson
Hannah Rothschild
Caroline Thomson

Apologies

Michael Hintze

In attendance

Dr Nicholas Penny (Director)
Dr Susan Foister (Deputy Director)
Kate Howe (Secretary to the Board)     
David Jaffe (Senior Curator) items 1–3
Larry Keith (Director of Conservation) items 1–6
Dawson Carr (Curator of Italian and Spanish Painting 1500-1800) item 1 and item 5 (part)
Morwenna Blewett (Assistant Conservator) item 1
Nele Bordt (Conservation Fellow) item 1
Greg Perry (Director of Operations and Administration) item 8
Jane Ellis (Head of Finance) items 6–9

Fred Wiseman and his crew filmed items 1-4 and 5 (part) of the meeting.

Pictures for treatment

1. The Board saw Golfers on the Ice near Haarlem by Van de Velde (NG869) and Dutch Men-of-war entering a Mediterranean Port by Ludolf Bakhuizen (NG1050) following completion of treatment and approved them as ready to go back on display.

The Board saw in the course of treatment A Beach Scene with Fishermen by Ludolf Bakhuizen (NG818).

Declarations of interest

2. Mark Getty and Lance Batchelor declared an interest in agenda item 11 as Trustees of the National Gallery Trust, and took no part in the discussion of that item or the decision arising.

David Ekserdjian declared in relation to agenda item 6 that, for the forthcoming exhibition of Bronzes which he was curating for the Royal Academy, loans would be requested from the Louvre.

Minutes of 26 January and matters arising

3. The Minutes were approved subject to one minor amendment. The Chairman was authorised to sign them as a true record of the meeting.

Director’s report, events and visitor numbers

4. The Board noted the Director’s report.

The Director highlighted the major long loan in from the Walker Art Gallery in Liverpool of the two side panels which, together with the central panel owned by the Gallery, made up the early German triptych known as The Aachen Altarpiece. He confirmed that this loan would continue while building works were carried out at the lending institution.

The Director reported on press coverage of the Gallery’s acquisition earlier in the month of Titian’s Diana and Callisto. The Director reported that the reasons why the Gallery had felt it right to commit so large a part of its reserves to this exceptional acquisition seemed to be generally well understood; he reported that the Gallery had, in the wake of the acquisition, received a number of unsolicited donations from supporters specifically wishing to help the Gallery to rebuild its resources for future acquisitions. The Board expressed their appreciation of such support.

The Director reported to the board on the making of a short film, in relation to the Leonardo exhibition, which would soon be available on the Gallery’s website. He confirmed that a full report on the exhibition would be brought to the Board’s May meeting.

The Director reported on works to Room A, the space which housed that part of the Gallery’s collection which could only be viewed on Wednesday afternoons.

The Board congratulated Christopher Riopelle, Curator of Post 1800 Paintings, on being made a Knight of the Order of the Dannebrog by the Queen of Denmark, in recognition of the Christian Købke exhibition which he had curated at the National Gallery.

The Board noted the exceptional visitor numbers, exceeding 5.25 million in the year to 31 December 2011.  

Acquisitions

5. Information has been excluded under s 22 and s 43 FOI 2000.

Loans out

6. The Board approved all proposed loans from the collection.

7. Information has been excluded under s 42 FOI 2000.

Security

8. The Director of Operations and Administration presented his report on the Greenpeace incursion onto the roof of the National Gallery.

Information has been excluded under s 31 FOI 2000.

The Director of Operations and Administration briefed the Board on the background and experience of the external security consultant who had been commissioned to prepare an independent report on the Gallery’s security arrangements. It was noted that he had completed his time in the Gallery, had prepared an executive summary of his recommendations and was now preparing his final report. The Chair of the Audit committee summarised for the Board the key findings of the executive summary and confirmed that a special meeting of the Audit committee was being convened for May, to consider the full report in detail; any member of the Board who wished to attend that meeting was welcome to do so, but a discussion of the report would also take place at the May Board meeting. 

Three year strategic framework

9. The Board noted the three year strategic framework document. It was reported that the Finance committee had felt that while nothing was missing from the document, it should be edited and shortened for inclusion in the Gallery’s Corporate Plan. The Board endorsed this decision. The Corporate Plan would be presented to the Board at their May meeting.

Schedule of forward Board business

10. The schedule of forward Board business was noted and approved, subject to the addition of one further item for discussion at the Board’s strategy weekend.

Proposed donation to the National Gallery Trust

11. The Board noted the paper in relation to this matter. The Head of Finance reminded the Board of previous discussions and advised the Board of the likely size of the Gallery’s year-end operating surplus. It was recommended, for the reasons previously discussed and set out in the paper that a grant payment should be made out of such surplus to the National Gallery Trust (charity number 299509) to be held for the advancement of the charitable objects of the Gallery. The Board noted that once such payment was made the Gallery would cease to have control over the funds, but considered in the circumstances that the making of such payment was in the best interests of the Gallery. It was noted that DCMS were aware of and content with the proposed payment. The Board resolved:-

  1. To make a  grant to the Trustees of the National Gallery Trust (charity number 299509) out of the operating surplus of the Gallery in the year to 31 March 2012 of an amount calculated as set out in 2 below, to be held by the Trustees of the National Gallery Trust for the advancement of the charitable objects of the Gallery
  2. To retain general unrestricted reserves of £1.5m at 31 March 2012 , and to pay as a grant any balance of operating surplus available after retention of such reserves to the Trustees of the National Gallery Trust on the terms set out in 1 above
  3. To authorise the Director to determine the amount of the grant referred to 1 above, as part of the finalisation of the National Gallery’s year-end accounts, having regard to the reserves policy specified in 2 above and
  4. To authorise the Director to approve and execute a grant agreement with the National Gallery Trust to give effect to such grant before 31 March 2012, and to make the payment at such time or times as he should think fit after due acknowledgement of the Trust’s acceptance of the terms on which the grant is being offered.

Investment of Trust Funds

12. In relation to the Trust Funds of the National Gallery, the Board considered the terms of the Scheme made by the Secretary of State for Education and Science under section 18 of the Charities Act 1960 and dated 12 June 1972 (the 'Scheme'). The Head of Finance drew to the Board’s attention the current restrictions on the investment powers available to the Board in relation to their Trust Funds and the advice received from the Gallery’s lawyers in relation to the possible widening of those powers.

The Board approved pursuant to the power contained in section 74D of the Charities Act 1993 the adoption of an amended form of Scheme in the form produced to the meeting.

The Board also approved the disbanding of the Trust Funds Investment committee of the Board with immediate effect and the addition to the remit of the Finance Committee of those matters previously delegated to the Trust Funds Investment committee. It was agreed that the remit of the Finance committee should be brought to the Board for re-consideration and approval at a future meeting.

Quarterly management report

13. The Board noted the quarterly management report to 31 December 2011.

Minutes of and report from the Nominations Committee

14. The Board noted the Minutes of the meeting of the Nominations Committee on 19 January 2012. The Chairman reported that a recommendation for appointment had been sent to DCMS following Trustee interviews in January, but that approval of the recommendation by the Prime Minister had not yet been received.

Any other business

15. There was a discussion of the arrangements for out of hours access to the collection by the Gallery’s Associate Artist.

The Director confirmed in response to a question from the Board that the Contemporary Art Committee was due to meet for the first time.

Confidential and sensitive information has been excluded from these published minutes in accordance with the Data Protection Act 1998 and the Freedom of Information Act 2000.

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