Minutes of the Board of Trustees - 7 July 2016

Minutes of the Board meeting held on Thursday 7 July 2016

Present

Hannah Rothschild (in the Chair)
Lance Batchelor
Gautam Dalal
Professor Dexter Dalwood
Katrin Henkel
Professor Anya Hurlbert
Rosemary Leith
Lord King of Lothbury (not for item 1)
John Nelson (not for item 1)
John Singer
Caroline Thomson (not for item 1)

Apologies

Lisa Milroy
Charles Sebag-Montefiore

In attendance

Dr Gabriele Finaldi - Director
Dr Susan Foister - Director of Public Engagement and Deputy Director
Larry Keith - Head of Conservation, Keeper and Acting Director of Collections
Chris Walker - Director of Finance and Operations (not for item 1)
Kate Howe - Secretary to the Board and Legal Counsel
Caroline Campbell - The Jacob Rothschild Head of the Curatorial Department (items 1-4 and 9)
Letizia Treves - Curator of Italian and Spanish Paintings 1600-1800 (item 1 and part of item 4)
Betsy Wieseman - Curator of Dutch and Flemish Paintings (item 1 and part of item 4)
Christopher Riopelle - Curator of Post 1800 Paintings (item 1 and part of item 4)
Matthias Wivel - Curator of 16th-century Italian Paintings (item 1 and part of item 4)
Paul Ackroyd - Restorer (item 1)
Deborah Myers - Head of Development (part of item 4)
Louise Peckett - Head of Finance (items 7 and 8)
Tad Glabus - Internal Auditor (item 7)
Jane Knowles - Head of Exhibitions (item 9)

The Board met in closed session with the Director at the start of the meeting. 

1. Pictures for treatment

1.1. The Board were shown, following completion of treatment, Portrait of Govaert van Surpele (?) and his Wife by Jordaens (NG6293) and the Board approved it as ready to go back on display. The Acting Director of Collections said that the work was now in a new frame created by the Gallery’s Head of Framing, and would go on display in room 29. It would be the subject of an article in a forthcoming edition of the Gallery’s Technical Bulletin.

1.2. The Board were also shown The Rape of the Sabine Women by Rubens (NG38) which the Acting Director of Collections said had last been treated in 1939. The Board approved the painting for treatment.

1.3. The Board were also shown A Windmill and Houses beside Water: Stormy Sky by Maris (NG4269) which they were told had been off display for some time. The Board approved the painting for treatment.

1.4. The Board were also shown a number of paintings proposed for acquisition.

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. Information has been excluded under s 36 FOI 2000.

3.2. The Board approved all the loans proposed in the Loans paper, while asking that the Gallery explore the possibility of deferring the dates of one loan.

4. Acquisitions 

4.1–4.6. Information has been excluded under s 22 and s 43 FOI 2000

5. Minutes of 19 May and matters arising

  • 5.1. The Board approved the minutes of 19 May and the Chair was authorised to sign them as a true record of the meeting.
  • 5.2. Under matters arising: 
  • 5.2.1. Information has been excluded under s 43 FOI 2000
    5.2.2. Information has been excluded under s 41 and 43 FOI 2000

6. Director’s report, events and visitor numbers

6.1. The Director’s report was noted

6.2.  In relation to changes to donation boxes, the Director showed the Board proposed new designs, which they welcomed. He said that the Gallery hoped to install two terminals allowing for contactless debit card donations of a fixed sum of £5 from 18 July.

6.3. The Director showed the Board photos of a display which had been created by the Flower Council of Holland, sponsors of the Gallery’s Dutch Flowers exhibition, being a replica (created in flowers) of one of the paintings in that exhibition, which had been erected for 5 days on the north lawn of the Gallery.

6.4. A question was raised in relation to income and expenditure information shown in the Director’s report in relation to exhibitions and it was confirmed that expenditure now included costs of invigilation of exhibitions. A Board member asked that in future a more detailed breakdown of income and expenditure should be provided.

7. Accounts Report from the Audit Committee and risk register

7.1. The Board noted the annual accounts which it was confirmed had been signed by the Director and the Chair of the Audit Committee on behalf of the Board, following detailed consideration and approval by Audit Committee. The Board also noted the Annual Report to the Board from the Audit committee and the risk register.

7.2. The Board were told that the Gallery’s internal auditor was stepping down from his role and the Board expressed their warm thanks for his invaluable advice during many years of service to the Gallery.

8. Finance Report to 31 May

8.1. The Board noted the finance report to 31 May which was presented by the Head of Finance. She drew the Board’s attention to three key changes to the budget, although she said that the Gallery was still budgeting to break even at the end of the year.

8.2. The Chair of the Audit and Finance committee drew the Board‘s attention to the impact on the Gallery’s financial reporting of a new Charities accounting standard which could result in earlier recognition of multi-year fundraising income.

8.3. The Board asked whether the Gallery was exposed to significant risk from Sterling fluctuations, and it was confirmed that the principal exposure arose from exhibition costs (including overseas transport costs) and that the Head of Exhibitions was undertaking some sensitivity analysis in this area.

9. Information has been excluded under s36 and s 43 FOI 2000

10. Summary of the Board strategy day

10.1. The Board noted the summary of the strategy day discussions. There was a discussion of the possible format and timing of a strategy away-day in 2017.

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

11. Committees of the Board

11.1. The Board noted the Minutes of the meetings of the Audit and Finance Committees on 19 May and approved the revised terms of reference of each of the Committees.

11.2. The Board noted the Minutes of the Nominations Committee meeting on 16 May and approved the revised terms of reference of that Committee. The Chair said that the Committee would report back to the Board with its views on the skills required to fill two vacancies, following its next meeting.

11.3. The Chair of the Development Committee gave an oral report. Information has been excluded under s 43 FOI 2000.

11.4. The Board noted the Minutes of the Remuneration Committee of 11 May and the Chair reported that revised terms of reference would be brought to the Board for approval at the next Board meeting. She said that, in view of the impending retirement from the Board of Caroline Thomson, it would be helpful to have two new members appointed to the Committee. The Board agreed to the appointment of Lance Batchelor and Rosemary Leith as members of the committee, in place of Caroline Thomson, with immediate effect.

12. Any other business (Items 12.1 and 12.2 were dealt with in closed session of the Board and Director at the start of the meeting.)

12.1 The Board discussed the impact of the outcome of the referendum on the Gallery. The possible loss of EU funding for scientific research in the Gallery was noted, and it was suggested that the Gallery should join in lobbying the Government to commit to Horizon 20.

12.2. The possible impact on Gallery staff from the EU was noted and the Board asked that a letter should be sent to staff on their behalf.

12.3. The Chair reminded the Board that this would be the last meeting attended by Caroline Thomson whose term of office as a Trustee would come to an end in August; she expressed on behalf of the Board warm thanks for everything which Caroline Thomson had done for the Gallery during her 8 year term as a Trustee, including in particular Chairing the committee which had dealt with the search for and appointment of the Director in 2015.

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