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Minutes of the Board of Trustees - 26 November 2015

Minutes of the Board meeting held on Thursday 26 November 2015


Hannah Rothschild (in the Chair)
Lance Batchelor
Gautam Dalal
Lady Heseltine
Sir Michael Hintze (items 1–10)
Professor Anya Hurlbert
Lisa Milroy
John Nelson
Charles Sebag-Montefiore
John Singer
Caroline Thomson


Professor Dexter Dalwood
Lord King of Lothbury  

In attendance

Dr Gabriele Finaldi - Director
Dr Susan Foister - Director of Public Engagement and Deputy Director (items 1–10)
RoseMarie Loft - Director of Change (items 1–10)
Dr Ashok Roy - Director of Collections (items 1–10)
Chris Walker - Director of Finance and Operations (items 1–10)
Kate Howe - Secretary to the Board and Legal Counsel
Caroline Campbell - Curator of Italian Paintings before 1500 and Interim Head of Curatorial (items 1–3)
Larry Keith - Head of Conservation and Keeper (items 1–3)
Jill Dunkerton - Restorer (item 1)
Matthias Wivel - Curator of 16th-Century Italian Paintings (item 1)
Louise Peckett - Head of Finance (items 6–8)
Michael Cowdy - Chair of NGT and NGT Foundation (item 7)
Julie Molloy - Managing Director of NGC (item 8)  

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

1. Pictures for treatment

The Board saw in the conservation studio following completion of treatment The Adoration of the Shepherds, Italian, North (NG1887) and A Knight of Saint John, possibly by Polidoro da Caravaggio (NG932) and approved them both as ready to go back on display. In relation to the latter there was a discussion of attribution; the Curator of 16th-Century Italian Paintings said that more research would be done on the possible identity of the sitter. The Board noted that the painting would be displayed in a newly acquired period frame appropriate to the work.

The Board saw in the course of treatment The Assassination of Saint Peter Martyr by Giovanni Bellini (NG812). The Restorer working on the painting reminded the Board that she was working on the painting in sections because of the size of the work. She said that comparison with the Courtauld’s version of the same work was proving very helpful. She confirmed that it would probably take in the region of a further two years to complete the treatment, and that every stage was being carefully documented.

2. Declarations of interest

There were no declarations of interest.

3. Loans out

The Interim Head of Curatorial presented the loan paper and an addendum to the paper. The Board noted risk assessments in relation to two proposed loans and approved all the proposed loans out.

The Board welcomed in particular the proposed loans to other UK venues.

4. Minutes of 17 September and matters arising

The Board approved the minutes of 17 September subject to minor amendments and the Chair was authorised to sign them as a true record of the meeting.

In relation to matters arising:

a. The Director drew to the attention of the Board the fact that the proposed Art Fund campaign to raise funds to purchase Rembrandt’s ‘Portrait of Catrina Hooghsaet’ was being called off in view of the fact that the buyer of the painting was apparently intending to withdraw the application for an export licence.

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

c. Information has been excluded under s 40 FOI 2000.

d. It was confirmed that the Director’s exhibition plans would be presented to the Board in March 2016.

5. Director’s report, events, and visitor numbers

The Director’s report was noted.

The Director drew to the attention of the Board the comparison between visitor numbers for 2014 and 2015 including the fact that visitors were currently averaging around 450,000 per month, with broadly 60% of visitors coming from overseas.
In relation to the proposed New Digital Services strategy presented to the Board at the last meeting, he reported that in the light of the discussion at that meeting, it had been decided to carry out further research before proceeding with recruitment plans, and consequently no application for funding had at this stage been made to the National Gallery Trust.

He reported that visitors to Goya: The Portraits were currently running at about 2,000 per day and that the press reception of the exhibition had been good, with five daily newspapers rating the exhibition with five stars and the Telegraph nominating the exhibition as its exhibition of the year.

He also drew to the attention of the Board a decision to extend the Botticini exhibition (Visions of Paradise: Botticini’s Palmieri Altarpiece) until the end of March 2016.

In connection with the Gallery’s National Programmes, the Director presented to the Board a map showing the geographical spread of loans to other UK institutions in the two-year period from April 2014. These totalled about 50 loans in all, including loans of masterpieces by Holbein, Manet, Rembrandt, and Wright. He said that the importance of these loans included the fact that they could act as a catalyst for the recipient institutions’ own programmes; the Gallery was constrained in what it could do by the relatively small collection from which it had to draw , but was considering ways of further developing the programme. The Board said that they would welcome seeing a summary of the international venues to which loans had travelled over an equivalent period.

The Board considered the proposed policy in relation to projections onto the Gallery façade, including requests for use by third parties. The Board approved the policy, subject to amendments to make clear that approval of third-party requests would only be given in the case of significant events, that all third-party approvals would be reported back to the Board, and that a record would be kept of the number of occasions when use of the façade in this way had been permitted.

The Director informed the Board that the Director of Collections would be retiring from the Gallery after 39 years of service in February 2016 and reminded the Board of the exceptional contribution which he had made to the Gallery’s reputation and standing as a research organisation in that period. The Director of Collections expressed his gratitude for the opportunities he had been given to serve the Gallery and study the collection.
The Director informed the Board that all donations received in relation to the restoration appeal for The Birth of Venus by Peter Paul Rubens (NG1195) on 1 December would be matched by a generous anonymous benefactor.

6. Finance report to 30 September (this item was taken after item 8)

The Board noted the finance report to 30 September.

The Head of Finance drew attention to the fact that the report as now presented enabled the Board to see the financial impact of National Programmes.

She highlighted the balance within the contingency fund at the end of September, and drew attention to the main changes to contingency, including those resulting from changes to budgeted income from Membership and from cloakroom charging.

She also highlighted key risks for the remainder of the year.

7. Report from the Chair of the NGT and the NGT Foundation

The Board noted the report from the Chair of the National Gallery Trust and NGT Foundation.

Information has been excluded under s 36 and s 43 FOI 2000.

8. Report from the Managing Director of the National Gallery Company

The Board noted the report from the Managing Director of the National Gallery Company Limited. It was confirmed that the results for the first half of the year were good, and that it was currently expected that the company would come in over-budget at the year end.

Information has been excluded under s 43 FOI 2000.

9. Security and VSS Update

The Director of Change updated the Board on the transfer of security and front-of-house services and staff to Securitas on 1 November. She said that the transfer had gone smoothly (and that the National Office of the PCS union had assisted in this) and that the Gallery was very pleased that only about 10% of staff eligible to transfer had elected not to do so (some electing to retire instead).

Information has been excluded under s 36 and s 43 FOI 2000.

10. Update on progress and plans in Finance and Operations Directorate

The Director of Finance and Operations gave a presentation on progress and plans in his Directorate. He reminded the Board that he had last made such a presentation to them 15 months ago, at which time one of his principal objectives had been to build resilience and continuity within his staff team; he confirmed that with the exception of the appointment of a new Head of Security, the heads of department within the team had not changed in the last 15 months.

He provided the Board with a resume of the positive outcome of the spending review, in so far as it affected the Gallery. In brief, he reported that income grant-in-aid would be flat in cash terms (at £20.4m) to the end of 2019–20; that no settlement in respect of capital grant-in-aid had yet been communicated to the Gallery; that Museum freedoms, which had been introduced on a trial basis, were now to be made permanent; and that the Government was launching a consultation process in relation to the possible introduction of a new ‘tax credit’ on exhibition expenditure. He said that the settlement provided the Gallery with a good opportunity in terms of future planning. If the Gallery could successful develop its own plans for increasing self-generated income, it should be able to invest in new activity, as well as in its staff.

He reminded the Board of current buildings projects and summarised key objectives of the Buildings Department, including maintaining the standard of the building in the face of the challenge of over 6 million visitors a year; developing plans for best use of the Gallery’s estate; working to improve energy efficiency within the Gallery; striving for value for money and ensuring health and safety standards were maintained.

He also updated the Board on other activities and achievements of the Directorate over the last 15 months.

11. Committees of the Board

The Board noted the minutes of the Nominations Committee of 7 and 29 September. The Chair confirmed that the Gallery would shortly be embarking on a search for two new Trustees and that, subject to ministerial sign-off on the role descriptions, it was hoped that advertising could commence on 4 December.

The Chair of the Development Committee reported on the most recent meeting of the Committee on 24 November. Information has been excluded under s43 FOI 2000.

The Board noted the minutes of the Audit and Finance Committees of 17 September. The Chair of the Audit and Finance Committees reported on matters discussed at the Audit Committee meeting earlier in the day. Information has been excluded under s 31 FOI 2000

Information has been excluded under s 31 FOI 2000.

The Board noted the Minutes of the Governance Committee on 1 September.

(This item was taken in closed session.) The Board noted the minutes of the Remuneration Committee of 2 October. The Board :-
a. Endorsed the recommendation of the Committee in respect of the award of a final bonus to the outgoing Director and authorised the Chair to write to him to inform him of the decision.

b. Endorsed the recommendation of the Committee that the targets of the new Director for the period to 31 March 2016 remain as agreed by the Board in May; and received from the Chair a report on the initial three-month review of performance against those targets.

12. Consideration of Board effectiveness survey

The Board noted the recommendations from the Governance Committee arising out of the Board effectiveness survey 2015, and endorsed those recommendations.

In relation to the recommendation that remits of Committees of the Board be reviewed once a year, it was agreed that this should be done by the Committees themselves, and recommendations for any change referred to the Board for approval.

In relation to the recommendation that the scheme of delegation as between Board and Executive (as set out in the Trustees’ handbook) should be reviewed, the Board agreed that the Governance Committee should in the first instance review the scheme of delegation, and make recommendations to the Board in respect of any proposed changes.

13. Appointments to Board of AFNGL

The Board resolved to reappoint Mark Getty and Lord King of Lothbury as Class A Directors of the Board of the American Friends of the National Gallery London Inc (AFNGL) and to appoint Hannah Rothschild as an additional Class A Director of the AFNGL.

14. Bequests

The Board noted the ambiguity under the will of the late Brenda Jacobs and the advice from the executors of her estate that they believed that the deceased had intended to benefit the National Gallery Trust and not the National Gallery. The Board agreed to waive any claim they might have to a 1/7th share in the deceased‘s residuary estate on the basis that such share would be distributed to the National Gallery Trust.

The Board noted that under the will of the late Hilde Julie Mayer, the deceased had left to the Gallery “a painting of a farmyard scene by K Stuhlmuller”. The Board noted the recommendation from the Director and curators that the painting would not be a suitable addition to the collection and agreed to renounce the bequest under the will.

15. Any other business

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