Minutes of the Board of Trustees - 12 March 2015

Minutes of the Board meeting held on Thursday 12 March 2015

Present

Mark Getty (in the Chair) 
Lance Batchelor (for items 1–7 and part of item 8)
Gautam Dalal
Professor Dexter Dalwood
Sir Michael Hintze (for items 1–7 and part of item 8)
Professor Anya Hurlbert (for items 1–7 and part of item 8)
Lord King of Lothbury (for items 1–9)
John Nelson (for items 1–9)
Hannah Rothschild
Charles Sebag-Montefiore (for items 1–7 and part of item 8)
Monisha Shah
John Singer (for items 1–7)
Caroline Thomson (for items 4–7 and part of item 8)

Apologies

Lady Heseltine

In attendance

Dr Nicholas Penny - Director (except for part of item 7)
Dr Susan Foister - Director of Public Engagement and Deputy Director (except for part of item 7)
Dr Ashok Roy - Director of Collections (except for part of item 7)
Chris Walker - Director of Finance and Operations (except for items 1–6, part of item 7)
Kate Howe - Secretary to the Board and Legal Counsel
Larry Keith - Head of Conservation and Keeper (items 1, 3 and 4)
Caroline Campbell - Curator of Italian Paintings before 1500 and Interim Head of Curatorial (items 1, 3 and 4)
Letizia Treves - Curator of Italian and Spanish Paintings 1600-1800 (item 1)
Christopher Riopelle - Curator of Post 1800 Paintings (item 1)
RoseMarie Loft - Head of Human Resources (item 7, part)
Andy Baxter - Operations Manager    (item 7, part)
Jane Knowles - Head of Exhibitions (item 8)

The Board discussed in a closed session at the start of the meeting the formalities in relation to the appointment of the incoming Director.

Information has been excluded under s 36 FOI 2000.

1. Pictures for treatment

The Board saw in the conservation studio and approved the treatment proposed for The Adoration of the Shepherds, Italian, North (NG1887).

The Board also saw a painting proposed for acquisition, discussed under agenda item 4.

2. Declarations of interest

Hannah Rothschild and Monisha Shah each declared an interest in a loan requested by Tate under item 3 and took no part in the discussion of this item or the decision arising.

3. Loans out

The Interim Head of Curatorial presented the Loans paper and an addendum to the loans paper and risk assessment. The Board approved all proposed loans out.

4. Possible acquisitions

Information has been excluded under s 43 FOI 2000.

5. Minutes of 5 February 2015 and matters arising 

The Board approved the Minutes of 5 February 2015 subject to minor amendments and the Chairman was authorised to sign them as a true record of the meeting. 

There were no matters arising. 

6. Director’s report, events and visitor numbers

The Director’s report was noted.

There was a discussion of press reports that UK visitor numbers to the Gallery and other national museums and galleries had fallen; the Director confirmed that this was misleading and that both UK and overseas visitor numbers had been rising. There was a discussion of whether recent significant increase in visitor numbers had translated into additional revenue for the Gallery through the shops and cafés; the Director confirmed that there was good analysis on this and related questions which were shared between the Gallery and the National Gallery Company and suggested that this should be brought to the Board.

There was a discussion of a proposal to create the posts of fellows of the Research Centre of the Gallery, and the Board agreed to this, provided they were described as 'honorary fellows': they also asked for a brief paper dealing with the titles being conferred on other donors and supporters.

Information has been excluded under s 36 FOI 2000.

7. Security and Visitor Services update

The Operations Manager briefed the board on recent industrial action and a number of specific related events. The Board requested confirmation in relation to numbers taking action and this was provided by the Head of Human Resources.

The Board were updated on the status of discussions with ACAS.

There was a discussion in relation to current and proposed communication with staff about the proposed outsourcing; the Board were informed that the Gallery was now in a position to communicate individually with those who might be affected and offer one to one meetings with those staff, to address questions and concerns. This would supplement the extensive communication programme with staff which had already taken place and would continue in the form of briefing meetings and information on the Gallery intranet.

There was tabled to the board a copy of a letter from PCS dated 10 March, addressed to Trustees, together with an accompanying document which was sub- titled 'The PCS Alternative Plan'. It was noted that the document had previously been sent to the Director and he had responded to it on 6 March and a copy of his response was tabled to the Board.

Information has been excluded under s 36 FOI 2000.

8. Exhibition strategy

The Head of Exhibitions presented the proposed Exhibition strategy to the Board.

Information has been excluded under s 43 FOI 2000.

The Board welcomed and endorsed the first part of the strategy, and agreed that the second part merited further scoping, subject to the views of the incoming Director.

9. Update on progress and plans in Development

Discussion of the update on progress and plans in the Development Department was held over to the next meeting.

10. Corporate plan

The Corporate plan was presented by the Director of Finance and Operations and approved by the Board.

11. Management report to 31 January 2015

The Board noted the management accounts to 31 January 2015.

12. Year-end donation to the National Gallery Trust

The Board noted the paper on this matter, and the likely size of the Gallery’s year-end operating surplus. The Board resolved:

  1. To make a donation to the Trustees of the National Gallery Trust (charity number 299509) out of the operating surplus in the year to 31 March 2015 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 31 March 2015, and to donate 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 donation 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  execute a grant agreement in favour of the National Gallery Trust to give effect to such a donation before 31 March 2015 and to make the payment at such time or times as he thinks fit after due acknowledgement of the Trust’s acceptance of the terms on which the donation is being offered.

13. Grant applications to the National Gallery Trust

The Board approved the proposed grant applications to the National Gallery Trust.

14. Committees of the Board

a. Minutes of Audit and Finance Committees and Report from the Chair
The Board noted the minutes of the Audit and Finance Committees of 5 February. The Chair of the audit and finance committees reported on discussions of the meetings earlier in the day.

b. Development Committee report
In the absence of the Chair of the Development Committee at this point in the meeting, there was no report.

c. Remuneration Committee
The Board approved the appointment of Hannah Rothschild as an additional member of the Remuneration Committee.

15. Annual Freedom of Information report

The Board noted the annual Freedom of Information report.

16. Any other business

There being no other business the Chairman declared the meeting closed.