Minutes of the Board of Trustees - March 2013

Minutes of the Board meeting held on Thursday 14 March 2013

Present

Mark Getty (in the Chair)
Lance Batchelor (save for item 11)
Gautam Dalal
Professor Dexter Dalwood
Professor David Ekserdjian
Lady Heseltine
Professor Anya Hurlbert
Patricia Lankester
John Nelson
Hannah Rothschild
Charles Sebag-Montefiore
John Singer
Caroline Thomson

Apologies

Michael Hintze

In attendance

Monisha Shah (Trustee of Tate)
Dr Nicholas Penny (Director)
Dr Susan Foister (Director of Public Engagement and Deputy Director) save for part of item 4
Kate Howe (Secretary to the Board)   
Dr Ashok Roy (Director of Collections) items 1-3
Larry Keith (Head of Conservation and Keeper) items 1-3
Caroline Campbell (Curator of Italian Paintings before 1500 and Loans Curator) items 1-3
Alexis Chapman (Interim Head of Finance) items 7-10 and part of 11

The Chairman welcomed Monisha Shah to the meeting. It was noted that she was attending as an observer on this occasion, but that it was expected that at the next meeting of the Tate Board she would be formally appointed by Tate to succeed Patricia Lankester as Tate liaison Trustee. As a result she would be attending the next meeting of the Gallery Board in the capacity of Trustee.  

1. Pictures for treatment

The Board saw in the course of treatment Frederick Rihel on Horseback by Rembrandt (NG6300). The Board also saw and approved the treatment proposed for The Wandering Musicians by Dietrich (NG205) and Cattle by Schweickhardt (NG1878).

2. Declarations of Interest

The Chairman reminded the Board that, since they would under agenda item 6 be discussing the proposed acquisition by the Gallery of a painting by a painter not currently represented in the collection, any member of the Board who owned or was proposing to acquire a painting by this artist should declare an interest at this point. No declarations of interest were made. The Chairman also reminded the Board that, if a decision to acquire the painting were taken by the Board, it would be inappropriate for any member of the board to subsequently acquire a painting by this artist until the Gallery’s acquisition was in the public domain.

3. Loans out

The Board considered the loans out paper. The Loans Curator also drew the attention of the Board to a late request to lend to an exhibition opening in June 2013, which the Gallery was already supporting.

The Board approved all proposed loans from the collection.

4. Minutes of 17 January and matters arising

The Board approved the Minutes of 17 January and the Chairman was authorised to sign them as a true record of the meeting.

Matters arising: the Director reported to the Board that an appeal which had been made by an applicant to the Information Commissioner under the Freedom of Information Act and Data Protection Act (which had been referred to in the annual Freedom of Information report made to the Board at the last meeting) had been decided by the Commissioner in the Gallery’s favour.

Information has been excluded under s 43 FOI 2000.

5. Director's report, events and visitor numbers

The Director presented his written report to the Board. He updated the board on staff issues, confirming that Dr Ashok Roy had now taken up his new role as Director of Collections and that Dr Susan Foister had taken up her new role as Director of Public Engagement. It was hoped that interviews for the post of Director of Finance and Operations would take place in early April and the Chairman and Chair of the Audit and finance committees would be on the interviewing panel.

An offer of the post of permanent Head of HR had been made subject to completion of security checks.

Information has been excluded under s 36 FOI 2000.

Members of the Board raised the question of plans for the Education Department in light of threats to art education at secondary school level. They emphasised the importance of the Gallery having a strong spokesperson in this area, who could take the lead on discussions relating to curriculum change. It was proposed that the Director of Public Engagement should be invited to speak to the Board about this in May.

The Director said that the Gallery’s current Barocci exhibition had received an outstanding critical reception and was being enthusiastically received by visitors. There had also been a very successful scholars’ day prior to the exhibition opening.

Information has been excluded under s 43 FOI 2000.

The Director told the Board that the PCS union had called a national day of action on 29th March, in relation to a dispute on pay and pensions. It was likely that rooms in the Gallery would be closed as a result on that day.

6. Proposed acquisition


The Board considered the proposed acquisition of the 'Allegory of the Continent of Asia' by Franz Anton Maulbertsch (“the Painting”) which had been shown to them at the start of the meeting in the conservation studio.

The Deputy Director said that this was a youthful work of the artist, and although an oil sketch it seemed likely that it was intended to be a finished rather than preparatory work. She drew attention to its careful composition, but also to the free manner in which it was painted. She highlighted the fact that the painting had only come to light as an addition to the Maulbertsch oeuvre relatively recently, when it was exhibited in 1997.

There was a discussion of the place which the Painting would have in the collection, and its contribution to the Gallery’s acquisition strategy. There was also a discussion of the proposed price of the Painting and its provenance.

The Board

  1. Approved the proposed acquisition of the Painting at the proposed price 
  2. Authorised the Director to negotiate and approve the other terms of the contract for acquisition of the Painting, and to execute the contract on behalf of the Gallery and
  3. Authorised the Director to apply, on behalf of the Gallery, to the National Gallery Trust for a grant of such amount (not exceeding the sterling equivalent of the price proposed in Euros) as might be required to fund the purchase, after utilisation of any unused grant in aid for the year 2012-13.

7. Corporate plan

The Interim Head of Finance presented the draft Corporate Plan for 2013 -14 to the Board. It was noted that it had been discussed in detail by the Finance Committee earlier in the day. Attention was drawn to the fact that income for 2013-14 was projected to be 2% higher than in 2012-13, in spite of the fact that grant in aid would be lower. This reflected an increase in budgeted self-generated income. The Interim Head of Finance outlined expenditure on a department-by-department basis and said that provision for contingency in the year ahead was being made on a lower level than for 2012-13. She emphasised that the budget was a prudent one.

The Board raised the question of whether everything possible was being done to increase donation box income, given the currently very strong visitor footfall. The Director referred to recent success by another national museum in substantially increasing its donation per visitor- and it was noted that there was to be a discussion with the Board later in the year about strategies for increasing self-generated income generally. The Chairman of the Audit and Finance Committees  said that the Board should not lose sight of the fact that, as matters currently stood, there was likely to be an increasing gap between income and expenditure from 2015-16 onwards  as a result of cumulative cuts to grant in aid.

One member of the Board raised a question in relation to the Gallery’s investment in LED lighting and in particular the question of whether, having been a leader in this field, there was any danger of the Gallery not keeping up to date with the most recent developments and improvements in lighting. The Director expressed confidence on this point.

There was a discussion in relation to income from those independent charities whose purposes were primarily or exclusively to provide support to the Gallery.

The Board approved the corporate plan.

8. Quarterly management report

The Board noted the quarterly management report to 31.12.2012.

9. Proposed donation to the NGT

The Board considered the proposed grant payment to the National Gallery Trust and in particular the question of whether the making of such a grant was in the best interests of the Gallery. It was confirmed to the Board that there had been no material change in circumstances since they considered the making of a similar donation at the end of 2011-12, which might make the making of a grant now less prudent.

The Board resolved:-

  1. To make a  grant payment to the Trustees of the National Gallery Trust (charity number 299509) out of the operating surplus in the year to 31 March 2013  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 National Gallery.
  2. To retain general unrestricted reserves of £1.5m at 31st March 2013, and to pay 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 of the National Gallery to determine the amount of the grant referred to in 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. 
  4. To authorise the Director to approve and  execute a grant agreement with the National Gallery Trust to give effect to such a payment  before 31st March 2013 and to make the payment at such time or times as he might think fit after due acknowledgement of the Trust’s acceptance of the terms on which the grant is being offered.

10. Proposed grant application to the NGT

The Board endorsed the grant application for £11,250 already made to the NGT in relation to support of the Subject Specialist Network.

11. Committees of the board

  • The Board noted the minutes of the meetings of the Audit and Finance Committees on 17th January. The Chair of the Audit and Finance Committees reported on a meeting of the Finance Committee earlier in the day at which there had been a discussion of possible further cuts to grant in aid in 2015-16 and beyond. He said that this would be discussed further by the Finance Committee in June. He reported that the Audit Committee at their meeting in the morning had discussed the programme for internal audit for the forthcoming year and had considered the recently completed internal audit reports in relation to performance management and internal communications. In relation to the latter, he said that this had thrown up a question of whether the Gallery should carry out more regular staff surveys and had highlighted problems with the quality and regularity of internal communications in the Gallery. The committee intended to review progress on the plan to improve internal communications in the Gallery in 12 months time.
  • The Chair of the Development Committee reported that Caroline Eadie would be retiring from the Committee. The Board expressed their gratitude for the contribution she had made to the work of the Committee. The Chairman also reported that Ian Powell, senior partner of PWC, would be joining the Committee. He updated the board on a number of corporate sponsorship issues.
  • The Chairman in his capacity as Chair of the Nominations Committee reported that David Ekserdjian was due to stand down as a member of the Committee and proposed that Caroline Thomson should be appointed to the Committee in his place. The Board approved this recommendation. The Chairman confirmed that the Committee would be meeting to consider what skills should be sought when filling the vacancy which would be left when David Ekserdjian retired from the Board in September 2013 and said that the Committee would welcome views from the rest of the board on this matter. Once the Committee had considered the position, a recommendation would be brought back to the Board. The Chairman reminded the Board that, when David Ekserdjian retired from the Board in September, it would be necessary for the Board to appoint one of their number to sit on the Board of Tate in his place. He invited Hannah Rothschild to leave the room and in her absence the Board approved her appointment as a member of the Board of Tate, such appointment to take effect from 30 September 2013. 

12. Any Other Business

There being no other business, the Chair declared the meeting closed.

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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