Minutes of the Board of Trustees - January 2014

Minutes of the Board meeting held on Thursday 16 January 2014

Present

Caroline Thomson (in the Chair)
Lance Batchelor
Gautam Dalal
Lady Heseltine
Sir Michael Hintze
Professor Anya Hurlbert (item 1 and closed session)
John Nelson (items 1-5 ( part ) item 12 d and closed session)
Hannah Rothschild
Charles Sebag-Montefiore
Monisha Shah
John Singer

Apologies

Mark Getty
Professor Dexter Dalwood

In attendance

Dr Nicholas Penny - Director
Kate Howe - Secretary to the Board and Legal Counsel
Dr Susan Foister - Director of Public Engagement and Deputy Director
Dr Ashok Roy - Director of Collections
Chris Walker - Director of Finance and Operations
Larry Keith - Head of Conservation and Keeper (items 1-3 and part of item 7)
Letizia Treves - Head of Curatorial and Curator of Italian and Spanish Paintings 1600-1800 (items 1-3 and part of item 7)
Caroline Campbell - Curator of Italian Paintings before 1500 and Loans Curator (items 1-3)
Betsy Wieseman - Curator of Dutch Paintings (item 1)
Matthias Wivel - Curator of 16th Century Italian Paintings (item 1)
David Commins - Security Consultant (part of item 5 and item 6) 

The formal part of the meeting was preceded by a closed session of Trustees, in the absence of staff.

1. Pictures for treatment

The Board saw the following paintings in the course of treatment namely 'The Dead Christ supported by Angels', Italian (NG219); 'The Dead Christ and the Virgin' by Neapolitan follower of Giotto (NG3895); 'Saint Gregory the Great with Saints Ignatia Loyola and Francis Xavier' by Guercino (NG6622) and 'The Raising of Lazarus'  by Wtewael (M1374).

2. Declarations of Interest

There were no declarations of interest.

3. Loans out

The Board considered the Loans paper and Addendum and Risk Assessment.

The Board approved all proposed loans from the Collection but noted that the proposed loan of the 'Madonna of the Pinks' by Raphael in 2015 was approved for quite exceptional reasons and that this was a painting which the Gallery should not normally lend.

The Board asked that when they next reviewed trends in loans out, some analysis should be provided of how many pre-eminent paintings were lent in order to facilitate the securing of reciprocal loans.

The Board also noted that in 2015 two of the Gallery’s paintings by Van Gogh would be out on loan during the same period, albeit to different exhibitions, and while accepting that there were good reasons to approve both loans regretted the impact on visitors to the Gallery.

4. Minutes of 28 November and matters arising

The Board approved the Minutes of 28 November and the Chair was authorised to sign them as a true record of the meeting.  

Matters arising: The Chair of the newly formed Governance Committee said that he proposed that the Committee should meet twice a year, and that the first meeting would be scheduled for May 2014.

5. Director's report and visitor numbers

The Director presented and expanded on his written report.

He drew attention to the fact that visitor numbers for the calendar year 2013 had exceeded 6 million, a first for the Gallery. The Board asked that discussion at a future meeting should focus on ways of increasing voluntary donation income from visitors; the Director of Public Engagement confirmed that this would be addressed as part of the proposed changes to the welcoming of visitors into the Gallery.

The Director reported to the Board on the completion of the acquisition by the National Gallery Trust of Agnews’ archive, which the Trust would be donating to the Gallery. It was noted that significant work in relation to the conserving and cataloguing of the archive would need to be carried out and that the National Gallery Trust were also generously providing financial support for this.

In relation to the summary of exhibitions in the Director’s report, the Board asked that in future this report (as well as the more detailed reports which they received for each exhibition) should include a total of the exhibition costs.

The Gallery’s security consultant joined the meeting for a discussion of security of information and data. It was confirmed that the Gallery had in place a Data Protection Policy, but that a working party was being set up to review controls, and in particular to ensure compliance with the Government’s Protective Marking Scheme for papers, to ensure greater clarity of responsibility in the area of data security, and to ascertain the need for further staff training.

6. VSS Update

The Director of Finance and Operations said that the focus of discussion at the present meeting would be on proposals for cultural change within VSS which it was intended should be rolled out over the next two to three months, subject to full and active communication and consultation with managers, employees and Trade Union representatives throughout. The Gallery’s Security Consultant outlined the proposed work streams and timetable to implement this process. The Chair noted that she believed this to be a well-considered proposal and suggested that an update should be brought to the May board.

The Director of Finance and Operations confirmed to the Board that, in relation to pay and reward issues, the joint Trade Unions had requested (in the context of proposed changes within the Public Engagement Directorate) that a Gallery-wide approach be taken to any review of pay and reward – and that the Gallery’s Executive team recommended that any changes to pay and reward should be considered in the context of a single pay architecture review, which it was planned to bring to the Board later in the Spring. The work which was being done on the Gallery’s three year plan would help to  determine affordability.

7. Proposed Acquisitions

a. The first part of this discussion was taken immediately following agenda item 3

Information has been excluded under s 43 FOI 2000.

b. The Board considered the paper in relation to the proposed acquisition by the Gallery from Randolph College Incorporated (''the College'') of 'Men of the Docks' by George Bellows (''the Painting''). The Chair reminded the Board that since this was a painting by an artist not currently represented in the Gallery’s Collection, any Trustee who owned or had an interest in a painting by this artist should declare that interest to the meeting. No interests were declared.

Information has been excluded under s 41 FOI 2000.

The Board:

a. Approved the formal resolution set out in Appendix 1 to the Board paper for signature by the Chair immediately following the meeting and noted that a certified copy of the resolution would be provided to the College immediately following execution of the Option Agreement.  

b. Authorised the Director to approve and execute on behalf of the Gallery an agreement with Kaminsky Fine Art LLC on the terms or substantially the terms set out in Appendix 2 to the Board paper.

c. Authorised the Director to approve and execute on behalf of the Gallery a funding letter accepting the terms of a grant from the American Friends of the National Gallery London Inc.

d. Authorised the Director to execute such other documents and take such other steps as might be required to give effect to the purchase of the Painting.

The Director confirmed that it was hoped to complete the purchase on 3 February and announce it publicly on 7th February. He said that a new frame was being designed and made for the Painting.

8. Space planning

Information has been excluded under s36 FOI 2000.

9. Finance report to 30 November 2013

The Board noted the finance report to 30 November 2013 and the Director of Finance and Operations confirmed that he expected the Gallery to end the year in a break even situation, without any significant surplus.  

10. Proposed grant application to the NGT

The Board approved the making of a proposed grant application to the National Gallery Trust for funding in support of a proposed collaboration with the Getty Research Institute.

11. Annual FOI report

The Board noted the annual Freedom of Information (FOI) report. The Director of Public Engagement highlighted that the Gallery had received fewer FOI requests than in many recent years, and drew attention to the fact that in the one case which had gone to the Information Commissioner on appeal, the Commissioner had upheld the Gallery’s decisions on information withheld.

12. Reports to the Board

a. Nominations committee report

The Board noted the Nominations Committee report

b. Report on the Scientific Consultative group meeting

The Board noted the abstracts of presentations made at the annual meeting of the National Gallery Scientific Consultative Group meeting, but in the absence of the Chair of the Group there was no report on the meeting 

c. Report from the Chair of the Audit and Finance committees

The Chair of the Audit and Finance committees said that the Finance committee meeting earlier in the day had focussed on the Gallery’s three year plan; he said that with the arrival of the new Head of Finance, work was being done to strengthen the Gallery’s systems of management accounting; he said that the Committee had agreed that a review of investment strategy and of endowment funds should be carried out.

d. Report from the Chair of the Development committee

This item was taken immediately after item 4. The Chairman of the Development committee reported on recent success in securing sponsorship for forthcoming exhibitions, and also in relation to corporate membership. He said that later in the year he would be looking for an additional (external) member to join the Development committee and invited the Board to put forward ideas of names to approach.

In relation to individual giving, the Director reported on the successful recruitment of a new Head of Individual Giving, that consideration was being given to the way in which Trustees might assist further with fundraising from individuals and trusts.

13. Forward board agenda 2014

The Board noted the forward board agenda for 2014.

14. Any other business

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

APPENDIX

Resolution passed at a meeting of the Members of the Board of Trustees of the National Gallery dated 16 January 2014

Whereas there was produced to the meeting a draft of an Option Agreement (''the Option Agreement'') to be entered into between Randolph College Incorporated

(''the College'') (1), the Board of Trustees of the National Gallery (''the Board'') (2) and the American  Friends of the National Gallery London Inc (3), in relation to the proposed acquisition by the Board of 'Men of the Docks' by George Bellows (''the Painting''). And Whereas the members of the Board agreed that they wished to acquire the Painting on the terms, or substantially the terms, set out in the draft Option Agreement

It was resolved as follows :-

  1. To approve the entering into by the Board of the Option Agreement in the form, or substantially the form, produced to the meeting
  2. To authorise the Director to execute (on behalf of the Board) the Option Agreement in the form produced to the meeting, or subject to such minor amendments as he might approve
  3. To authorise the Director to execute (on behalf of the Board) and serve on the College an Option Notice in the form  or substantially the form set out in Schedule 4 to the Option Agreement, specifying a completion date of 3 February 2014, or such other date as the Director might see fit in accordance with the terms of the Option Agreement
  4. To authorise the Director to execute (on behalf of the Board) and deliver to the College a Side Letter in the form or substantially the form set out in Schedule 2 of the Option Agreement
  5. Subject to the execution of the Option Agreement by all parties and the service of the Option Notice on the College, to purchase the Painting on the terms set out in the Option Agreement and Option Notice, and for the Board to fulfil its obligations thereunder
  6. To authorise the Director to execute such other documents on behalf of the Board and take such other steps as might be required to effect the completion of the purchase and delivery of the Painting.
 
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