Minutes of the Board of Trustees - 29 July 2015

Minutes of the Board meeting held on Wednesday 29 July 2015

Present

Mark Getty (in the Chair)  
Lance Batchelor
Lady Heseltine
Sir Michael Hintze
Hannah Rothschild
Charles Sebag-Montefiore
Monisha Shah
Caroline Thomson

Apologies

Gautam Dalal
Professor Dexter Dalwood
Professor Anya Hurlbert
Lord King of Lothbury
John Nelson
John Singer

In attendance

Dr Nicholas Penny- Director
Dr Susan Foister - Director of Public Engagement and Deputy Director
Dr Ashok Roy - Director of Collections
Chris Walker - Director of Finance and Operations
Kate Howe - Secretary to the Board and Legal Counsel
RoseMarie Loft - Director of Change (item 1)
Andy Baxter - Operations Manager (item 1)
Caroline Chipperfield - Contracts and Procurement Manager (item 1)
Veronica Frawley - Programme Manager (item 1)

1. Partnering: Proposals to proceed

The Director of Change presented a paper setting out the Proposal to Proceed to Contract which provided an overview of the partnering programme purpose and background; a summary of the process; a summary of the benefits and the business case for proceeding and a recommendation to proceed to the conclusion of the process and to sign a contract with the preferred bidder. The following issues were discussed:

a. The Director of Change reminded the Board that the engagement of a partner would be an important step towards modernisation at the Gallery and was a means to an end and not an end in itself.

b. She highlighted for the Board the scoring of the preferred bidder, as against the other final bidders in the process; she gave further background information in relation to the preferred bidder.

c. She confirmed to the Board that the proposed contract had been subject to external legal review.

d. The financial impact of signing of the contract with the preferred bidder was discussed and the projected costs to the Gallery over a five-year period were compared with the projected costs of not proceeding. It was confirmed to the Board that the costs of the proposed contract took account of the commitment of the supplier to pay the London Living Wage.

e. It was noted that the preferred supplier would operate open book accounting arrangements, and that the terms of the bid were that the Gallery would share in future efficiencies and savings.

f. Other benefits of proceeding with partnering were discussed; it was confirmed to the Board that the Finance Committee, which had considered the recommendations earlier in the week, had concluded that partnering would free up Gallery managers to concentrate on key issues facing the Gallery.

g. The Board raised questions about the preferred supplier’s commitment to training of staff; it was noted that the preferred supplier had displayed a strong commitment to training and development of staff. It was also noted that the preferred supplier would pay for the cost of staff being trained to obtain Security Industry Authority (SIA) licences.

h. The Board asked about internal responsibility for the future management of the contract within the Gallery; it was confirmed that until spring 2016 this would lie with the Director of Change.

i. There was a discussion of possible risks, including the risk of legal challenge to the process; it was confirmed to the Board that the Gallery’s external legal advisers had reviewed the documents used in the process and had confirmed that the process had been conducted in a legally compliant way. The Board were reminded that the Gallery’s internal auditor had been asked to audit the process to give assurance that the process had been properly conducted and was robust and fair and the report had given the highest level of assurance.

j. The Operations Manager updated the Board on recent protests in relation to proposed outsourcing and incidents in the Gallery, including an incident on 17 July resulting in injury to two members of staff. Information has been excluded under s 31 FOI 2000.

k. There was a discussion of the likely timing of the TUPE transfer of staff to the supplier post signing of the contract. The Director of Change confirmed that it was proposed would be effected as soon as legally and practically possible, which might be within 4-6 weeks.

l. There was a discussion of timing of announcements and, in particular, announcements to staff. It was confirmed that, subject to Board endorsement of the recommendation to proceed, the preferred bidder and other bidders would be notified of the outcome following the meeting. Unions and staff would be informed on 31 July (all staff would be invited to meetings with the Director) and an external press release would be issued at the same time .

m. The Board were informed of further proposed strike action by PCS, who were instructing their members to take continuous strike action from 17 August.

    At the conclusion of the discussion, the Board resolved as follows:

    a. To endorse the recommendation of the Gallery’s Executive Committee to proceed to the conclusion of the procurement process by declaring Securitas the preferred bidder.

    b. To authorise the signing of the contract with Securitas by the Director at the end of the required 'stand still' period.

    c. To endorse the recommendation that the TUPE transfer of the affected workforce be undertaken as soon as legally and practically possible, with a target of 4-6 weeks from the date the contract is signed, in partnership with Securitas.

    2. Spending review update

    The Director of Finance and Operations presented his paper providing a brief update on the forthcoming Spending Review, as requested by the Board on 17 July.

    He confirmed to the Board that the deadline for the Gallery to make submissions to DCMS (for consideration as part of DCMS’s case to Treasury) was the end of August. The Board confirmed that the Gallery had to recognise the strain on public funding in the current environment and that museums and galleries could not be exempt from the impact.  Nevertheless, the proposed level of cuts was dramatic, and given cuts over previous years and efficiencies and savings already made there were going to be no easy ways of meeting further cuts without reductions in front line services. The Board asked that the final form of submissions be shared with them before they were sent.

    3. Any other business

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