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Minutes of the Board of Trustees - 17 March 2016

Minutes of the Board meeting held on Thursday 17 March 2016


Hannah Rothschild (in the Chair)
Lance Batchelor
Gautam Dalal
Sir Michael Hintze
Professor Anya Hurlbert
Lord King of Lothbury
Lisa Milroy
John Nelson
Charles Sebag-Montefiore
John Singer
Caroline Thomson


Professor Dexter Dalwood 

In attendance

Dr Gabriele Finaldi - Director
Dr Susan Foister - Director of Public Engagement and Deputy Director
Kate Howe - Secretary to the Board and Legal Counsel
Larry Keith - Head of Conservation, Keeper and Acting Director of Collections
RoseMarie Loft - Director of Change (not for item 1)
Chris Walker - Director of Finance and Operations (not for item 1)
Caroline Campbell - The Jacob Rothschild Head of the Curatorial Department (items 1-3)
Matthias Wivel - Curator of 16th Century Paintings (item 1)
Flaminia Rukavina - The Patrick Lindsay Conservation Fellow (item 1)
Louise Peckett - Head of Finance (items 6-8)
Jane Knowles - Head of Exhibitions (item 10)
Steve Vandyke - Head of Buildings and Facilities (items 11 and 12)

The Board met in closed session without staff before the start of the meeting. 

1. Pictures for treatment

1.1. The Board saw in the conservation studio following completion of treatment An Astronomer by Bol (NG679). The Acting Director of Collections reminded the Board that, prior to the commencement of the current treatment, the painting had been very obscured by discoloured varnish. The Gallery had taken advantage of the availability of XRF mapping technology to inform the treatment. The Board approved the painting as ready to go back on display. The Acting Director of Collections said that the treatment had been carried out by the Patrick Lindsay Conservation Fellow who would shortly be completing her two year term at the Gallery. He thanked her warmly for her contribution to the work of the conservation department.

1.2. The Board were shown The Edge of a Wood with a Sleeping Shepherd, Sheep and Goats and Landscape with a Farm by a Stream, both by Adriaen van de Velde (NG982 and NG2571). The Director of Conservation drew attention to the distortion to the palette of the paintings arising from discolouration of the varnish. The Board approved the treatment proposed for these paintings.

1.3. The Board saw in the course of treatment The Madonna and Child with Saints John the Baptist and Jerome by Parmigianino (NG33). The Acting Head of Collections reminded the Board that this painting had been owned by the Gallery since 1826 and had previously been treated by the Gallery in the 1930s.

2. Declarations of interest

There were no declarations of interest.

3. Loans out 

3.1. The Jacob Rothschild Head of the Curatorial Department presented the Loans out paper and addendum.

3.2. The Board welcomed proposed loans to UK venues and approved all the loans proposed in the Loans paper and addendum.

4. Minutes of 14 January and matters arising

4.1. The Board approved the minutes of 26 November subject to minor amendments and the Chair was authorised to sign them as a true record of the meeting.

4.2. Information has been excluded under s43 FOI 2000.

5. Director’s report, events and visitor numbers

5.1. The Director’s report was noted

5.2. The Director highlighted to the Board the fact that the Gallery’s Head of Curatorial post had now been endowed and at the request of the donors the post would now be known as the Jacob Rothschild Head of the Curatorial Department.

5.3. The Director reported that Humphrey Wine, Curator of 17th and 18th Century French Painting, would be retiring from the Gallery in June following 25 years of service.

5.4. The Director drew the attention of the Board to the latest edition of the Gallery’s Technical Bulletin; this was the second issue devoted to Titian and would become a standard text on Titian’s work.

5.5. The Director reported to the Board that the bid made to the Acceptance in Lieu Panel for permanent allocation of Man on a Ladder by Signorelli (L1172) had been successful and the painting was to be allocated to the Gallery. The Board expressed their gratitude for the allocation of the work.

5.6. The Director informed the Board of a proposal to open up a link between Gallery A and the cruciform galleries on the ground floor and the benefits for visitor access which this would create. Feasibility studies and costings were being prepared and he hoped this project could proceed reasonably quickly. In response to a question from the Board he confirmed that provision for the cost had been made in the corporate plan.

5.7. The Director reported to the Board on the percentage of Gallery paintings on display and confirmed that details of that not on display were available on the website.

6. Corporate plan 

6.1. The Director of Finance and Operations presented the proposed corporate plan to the Board.

6.2. He highlighted the expected financial challenges of 2016-17 in the light of which it was proposed that the Gallery should retain £3.4m in reserves at the current year end (generated in part through the success of the exhibitions programme in 2015-16) which could be drawn on in 2016-17. It was noted that it was likely that the Gallery would also need to seek financial support from the National Gallery Trust in 2016-17 but that this was by exception and it was projected that, for the remainder of the five year planning period, the Gallery would be able to produce a balanced budget without such recourse.

6.3. The Board noted the ratio of the Gallery’s resource grant in aid to self-generated income and the desirability of increasing self-generated income. In this connection, the Board were told that the results of a current research project on visitor conversion rates would be brought to them shortly.

6.4. There was a discussion of how legacy receipts should be treated for accounting purposes and the extent to which, if unrestricted, they should be treated as general revenue receipts, or ring-fenced for a specific project. It was agreed to return to this issue.

6.5. The Board noted a difficulty in reconciling the figures relating to exhibitions in the corporate plan with those provided by the Head of Exhibitions in relation to agenda item 10 and asked that clarification in relation to the apparent discrepancies be provided to them before the next meeting, with projected sponsorship income included in the figures provided.

6.6. The Board approved the five year corporate plan, subject to receiving a satisfactory reconciliation of the figures relating to the exhibition programme with those presented under agenda item 10.

6.7. The Board agreed that the Gallery should retain £3.4m in unrestricted reserves at the year-end (an increase of £1.9m over the previous level).

6.8. The Board endorsed in principle the proposal to apply to the National Gallery Trust in 2016-17 for funding of £1.4m in support of the Gallery’s exhibition programme and other projects and £1m for capital projects, subject to approval by the Board of formal grant applications in due course.

7. Finance report to 31 January

7.1. The Board noted the Finance report to 31 January 

8.  Proposed 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:-

8.1. 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 2016 of an amount calculated as set out in 8.2 below, to be held by the Trustees of the National Gallery Trust for the advancement of the charitable objects of the National Gallery.

8.2. To retain general unrestricted reserves of £3.4m at 31 March 2016, 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 8. 1 above.

8.3. To authorise the Director to determine the amount of the donation referred to in 8.1 above as part of the finalisation of the National Gallery’s year-end accounts, having regard to the reserves policy specified in 8.2 above.

8.4. 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 2016 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.

9. Update on membership (This item was carried over to a future meeting.)

10. Exhibition strategy and plans (This item was taken immediately after item 5.)

10.1. The Head of Exhibitions presented the Gallery’s proposed exhibition plans for 2016-2019, outlining the increased scale and scope of the proposed programme. Overall, the programme would include an increased number of exhibitions, with greater opportunities to engage the Gallery’s visitors.

10.2. She confirmed that the Gallery would be running two major Sainsbury Wing exhibitions each year for up to 16 weeks each (compared with the current standard runs of 12 weeks); these would provide opportunities for increased collaboration with other institutions, with associated opportunities to share expertise and costs. The Gallery would evaluate how the proposed longer runs affected visitor numbers, but it was noted that for very popular shows the extended runs would enable significantly more visitors to enjoy the exhibitions.

10.3. She outlined the increased ambition for Sunley Room and Room 1 shows.

10.4. The Board welcomed the exciting programme.

10.5. Information has been excluded under s 43 FOI 2000.

11. 11.1-11.2 Information has been excluded under s 43 FOI 2000.

12. Accommodation Hub Project

12.1. The Head of Buildings and Facilities updated the Board on this proposed project reminding them that he had been authorised to commission an enhanced feasibility study and costings for the project.

12.2. He presented the revised proposals to the Board, including projected costs. He said that the project as currently envisaged would enable all the Gallery’s office based employees to be accommodated in the East Wing, and emphasised the expected improvements to ways of working which bringing all staff together in a single area would generate. He also emphasised the saving in rent which the Gallery would benefit from, if it were able to vacate office space currently occupied under lease. The Board asked for assurance that the new space would have adequate natural light and the Head of Buildings and Facilities explained how light to the new offices would be maximised.

12.3. The Board approved the taking of the project to the next stage, to include the procurement of a design team followed by the preparation of designs for sign off by end of July 2017.

13. Committees of the Board

13.1. The Chair of the Development Committee updated the Board in relation to discussions on sponsorship. Information has been excluded under s 43 FOI 2000.

13.2. The Chair, in her capacity as Chair of the Nominations committee, updated the Board on the outcome of the recent search for two new Trustees. She was delighted to report that the Prime Minister had approved Katrin Henkel and Rosemary Leith for appointment to the Board, although their appointments would remain confidential until formally announced by No 10.

13.3. The Chair of the Audit and Finance committee reported on a discussion concerning investment strategy at Finance Committee earlier in the day.

14. Any other business

14.1. The Chair reminded the Board that this would be the last meeting attended by Sir Michael Hintze whose term of office as a Trustee would come to an end later in March. On behalf of the Board she thanked him warmly for everything he had done for the Gallery.

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