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Minutes of the Board of Trustees - March 2014

Minutes of the Board meeting held on Thursday 13 March 2014


Mark Getty (in the Chair)
Lance Batchelor
Gautam Dalal
Professor Dexter Dalwood
Lady Heseltine
Sir Michael Hintze
Professor Anya Hurlbert
John Nelson
Charles Sebag-Montefiore
Monisha Shah
John Singer
Caroline Thomson


Hannah Rothschild

In attendance

Dr Nicholas Penny - Director
Kate Howe - Secretary to the Board and Legal Counsel
Dr Susan Foister - Director of Public Engagement and Deputy Director (save for item 1 and part of item 4)
Dr Ashok Roy - Director of Collections (save for item 1 and part of item 4)
Chris Walker - Director of Finance and Operations (save for item 1 and part of item 4)
Mona Walsh - Head of Digital Communications (item 6)
Larry Keith - Head of Conservation and Keeper (item 7)
Letizia Treves - Head of Curatorial and Curator of Italian and Spanish Paintings 1600-1800 (item 7)
Caroline Campbell - Curator of Italian Paintings before 1500 and Loans Curator (item 7)
Miranda Stacey - Acting Head of Exhibitions (item 8)
RoseMarie Loft - Head of HR (item 9)
Louise Peckett - Head of Finance (items 10-14)

The Chairman said he was delighted to be able to confirm that Professor Hurlbert had been re-appointed by the Prime Minister, to serve on the Board for a second term of office, commencing on 8 March 2014.

1. Next Chair appointment process

The Board considered the paper dealing with issues arising in connection with the appointment of the next Chair of the Gallery, who would take up post in August 2015 when Mark Getty’s second term of office would come to an end . The Board noted that under the provisions of the Museums and Galleries Act 1992 it was for the Board to select the Chair from amongst its own number.

The Board approved the recommendations made in the paper, and in particular agreed that the Governance Committee should, at its May meeting, review the current role description for the Chairman; prepare a formal role description for the Deputy Chair; consider the formal process to be adopted in connection with the selection of the next Chair, and make recommendations to the full Board in June or July, with a view to the process commencing in the Autumn.

2. Declarations of Interest

There were no declarations of interest.

3. Minutes of 16 January 2014

The Board approved the Minutes of 16 January and the Chairman was authorised to sign them as a true record of the meeting. 

4. Director's report, events and visitor numbers

The Director presented and expanded on his written report.

He updated the board on the outcome of preliminary research into the scope for further exploitation of the Gallery’s events spaces, and sought authority from the board to seek apply if required to the NGT for funding of no more than £100k to take this project forward, such funding to include the costs of a new post to support the project. The board approved this proposal.

He reported to the Board on recent press coverage in the US in relation to the acquisition by the Gallery of 'Men of the Docks' by George Bellows (NG6649).

In relation to legacies received, the Board noted the desirability of unearthing and publicising where possible the stories behind the bequests to the Gallery.

Information has been excluded under s40, s42 and s43 FOI 2000.

5. Update on plans and progress in Public Engagement

The Director of Public Engagement made a presentation to the Board in relation to her Directorate.

She reported to the Board on the position reached in relation to proposals for re-structuring within the Directorate; she confirmed that the period for staff consultation had ended on 5 February, and that the new structures within the Research Centre and Education Departments had now been communicated to staff; meetings with staff in the departments under the Head of Digital Communications and in Information and Front of House would take place later in the month.

She outlined for the Board key areas of current and planned activity in relation to National Programmes, Digital Communications, Exhibitions, Education, the Research Centre and Visitor Engagement. In relation to National Programmes, she highlighted in particular the Manet Masterpiece tour (sponsored by Christie's), currently on display at The Beaney Museum in Canterbury, to which admission was free and which had attracted nearly 20,000 visitors to date. The exhibition would in due course move to the Bowes Museum and the Mead Art Gallery.

In relation to Exhibitions, she reported to the Board that the display of the two versions of Van Gogh’s sunflowers had to date attracted in the region of 105,000 visitors and it was likely that total visitors to this free display would ultimately exceed 200,000.

Information has been excluded under s22 FOI 2000.

6. Communications strategy

The Board noted the paper which was tabled to the meeting, introducing the main themes of the proposed Communications strategy. The Head of Digital Communications made a presentation to the Board outlining for the Board the proposed vision, ambition and action plan. She highlighted for the Board a current disconnect between the way the Gallery was perceived by non-visitors and the experience of visitors, and there was a discussion of the need better to define the Gallery’s brand, which the Head of Communications emphasised should build on the Gallery’s key assets; namely its collection , prime location and reputation.

There was a discussion of what could be learned from peer institutions.

In terms of measures of success, the Head of Communications proposed that these might fall into three categories, namely engagement of visitors, reputation and revenue. It was noted that the number of physical visitors to the Gallery had risen to over 6m in 2013, and careful consideration needed to be given to how to manage the rise, if it were to continue; it was agreed that this was a subject which the Board would need to discuss further.

Information has been excluded under s22 FOI 2000

The Board endorsed and welcomed the positioning and strategic direction outlined in the presentation while noting that when this matter was brought back to them for further consideration, decisions would need to be taken about the level of investment which the Gallery intended to make in, for example, website development and other digital initiatives and the impact which any investment would have.

7. Loans out

The Board considered the Loans paper and Addendum and approved all proposed loans from the Collection.

8. Exhibition report, Facing the Modern

The Acting Head of Exhibitions presented the report on 'Facing the Modern: The Portrait in Vienna 1900'. She said that the Gallery had, in relation to this exhibition, undertaken both formative and summative research in relation to audience profile. Exit interviews had produced extensive visitor feedback, which was overwhelmingly positive. She summarised for the Board other key achievements of the exhibition in terms of financial performance and press reception. There was a discussion about the criticism from some quarters concerning the thematic (rather than chronological) arrangement of the exhibition.

9. Information has been excluded under s36 FOI 200

10. Corporate plan

The Director of Finance and Operations presented the three year corporate plan to the Board. He pointed out to the Board that, in pure cash terms, the level of grant in aid received by the Gallery was projected to be on a par with that received 10 years ago but, taking account of inflation, it had reduced by some 30% over the period; he also pointed out that in that period visitor numbers had risen significantly, so that the reduction in grant in aid per visitor was far greater than 30% in real terms. There was a discussion in relation to the need to increase the Gallery’s self-generated income, including that from visitors.

The Board approved the corporate plan.

11. Management accounts to 31 January

The Head of Finance presented the management accounts to 31 January, which were noted by the Board.

12. Year-end donation to the NGT

The board noted the paper on this matter, and the likely size of the Gallery’s year-end operating surplus. It was recommended, that a grant payment should be made out of such surplus to the National Gallery Trust (charity number 299509) to be held for the advancement of the charitable objects of the Gallery. The Board noted that once such payment was made the Gallery would cease to have control over the funds, but considered in the circumstances that the making of such payment was in the best interests of the Gallery. 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 2014 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 2014, 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 of the National Gallery 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 approve and  execute a grant agreement in favour of the National Gallery Trust to give effect to such a donation before 31 March 2014 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. Proposed grant applications to the NGT

The Board noted the paper in relation to this matter and approved the making of the proposed grant applications to the National Gallery Trust.

14. Minutes of Committees of the Board

The Board noted the minutes of the meetings of the Audit and Finance committees on 16 January.

15. Reports to the Board

a.  Report from the Chair of the Nominations committee
The Chair reported on continued discussions with DCMS in relation to the composition of the panel which would conduct the search for a new Trustee to fill the existing vacancy on the Board.

b.    Report from the Chair of the Audit and Finance committee
The Chair of the Audit committee reported that the Committee at their meeting in the morning had looked in detail at the Gallery’s risk register, and that this would be brought to the full board in May.

c.    Report from the Chair of the Development committee
The Chair of the Development Committee updated the Board on progress in relation to the securing of exhibition sponsorship. He was delighted to inform the Board that Tim Wise of JPMorgan Cazenove had agreed to join the Gallery’s Development Committee.

16. Any other business

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