Minutes of the Board of Trustees - Thursday 12 July 2018

Minutes of the Board meeting held on Thursday 12 July 2018

Present

Hannah Rothschild (Chair)
Lance Batchelor (not for item 1)
Professor Dexter Dalwood
Dame Moya Greene
Katrin Henkel
Rosemary Leith
Lord King of Lothbury
Sir John Kingman
David Marks (for items 1-4 and 6 and 7)
John Nelson
John Singer
Professor Molly Stevens

Apologies

Tonya Nelson
Charles Sebag-Montefiore

In attendance

Dr Gabriele Finaldi - Director
Dr Susan Foister - Director of Public Programmes and Partnerships (Deputy Director)
Paul Gray - Chief Operating Officer
Dr Caroline Campbell - Director of Collections and Research
Chris Michaels - Director of Digital
Kate Howe - Secretary to the Board and Legal Counsel
Larry Keith - Head of Conservation and Keeper (for items 1 to 4)
Jill Dunkerton - Restorer
Kristina Mandy - Assistant Conservator (for item 1)
Britta New - Conservator (for item 1)
Christopher Riopelle - The Neil Westreich Curator of Post 1800  Paintings (for item 1)
Letizia Treves - The James and Sarah Sassoon Curator of Later Italian, Spanish, and French 17th-century Paintings (for item 1)
Bart Cornelis - Curator of Dutch and Flemish Paintings (for item 1)
Andy Hibbert - Interim Finance Director (not for item 1)
Deborah Myers - Head of Development (for items 6, 7 and 9)
Louise Peckett - Head of Finance (for items 8 and 9)
RoseMarie Loft - Head of Human Resources (for item 11)

The Chair welcomed Professor Molly Stevens to her first meeting as a Trustee of the Board.

1. Pictures for treatment

1.1. The Board saw in the upper conservation studio Self Portrait as Saint Catherine of Alexandria by Artemisia Gentileschi (NG6671) in the course of treatment. The Board were told that it would be possible to follow the progress of the treatment of this work on social media.

1.2. The Board also saw Saint Francis in Meditation by Francisco de Zurbaran (NG230), which was proposed for treatment. The Head of Conservation and Keeper informed the Board that this work had last been cleaned in 1979, and that the Gallery would not normally treat a painting so soon after a previous treatment, but the previous cleaning had been very limited, leaving in place varnish which had now fogged. The Director confirmed that generally the Gallery would not intervene in a work more than once a generation and it was noted that very careful consideration was given to materials used in any treatment to ensure longevity. The Board approved the treatment proposed for this work.

1.3. The Board also saw Portrait of Lucas Fayd’herbe(?) possibly by Pieter Franchoijs (NG1012), A Vase of Wild Flowers by Adolphe Monticelli (NG5015) and Cows at a Pool probably by Narcisse-Virglio Diaz de la Peña (NG4579) all of which were proposed for treatment and the Board approved the treatment proposed for each of these works.

1.4. The Board also saw Rocky Landscape with Saint John the Baptist by Joos de Momper the Younger (NG6657) following completion of treatment. The Board were reminded that this work had come to the Gallery as a bequest in 2015 and represented the first work by this artist in the collection; they were told that the Gallery’s use of XRF mapping technology had been very useful in the course of this treatment and it was also noted that the Gallery’s Head of Framing had made a period appropriate frame for the work and that, subject to Board approval, the work would now be able to be displayed in the Gallery for the first time. The Board approved the work as ready to go on display.

1.5. The Board saw The Assassination of Saint Peter Martyr by Giovanni Bellini (NG812) following completion of treatment. Jill Dunkerton, the Restorer who had worked on the painting, reminded the Board that, prior to this restoration, the work had not been touched since 1824 when it had been substantially repainted. She reminded the Board that in carrying out the restoration, she had been greatly assisted by the Photographic and Scientific Departments and also by having access to the copy of the work owned by The Courtauld Gallery. As part of the process of restoration, work had also been done on the panel. It was noted that every stage of the process had been extensively recorded and following completion of the treatment an article would appear in the Gallery’s Technical Bulletin. The Board warmly congratulated Jill Dunkerton and others involved on the completion of this extensive piece of work, and approved the painting as ready to go back on display.

2. Declarations of interest

2.1. John Nelson declared an interest as Trustee elect of the National Gallery Trust of which he would become a Trustee in October 2018 when his term as a Gallery Trustee came to an end.

3. Minutes of 17 May and matters arising

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

3.2. Under matters arising the Chair reported:-

  • 3.2.1. In relation to the proposal that the Board might create a new Ethics sub-committee to consider questions relating to acceptance or rejection of donations, she was reluctant to create an additional sub- committee at this point in time, and had agreed with the Chair of the Audit Committee that, subject to Board approval, the Audit Committee could take on responsibility for this. The Board endorsed this proposal.
  • 3.2.2 The issues arising from the Board discussion of the Development strategy in May would be brought back to the Board for further consideration in the autumn.

4. Loans out

4.1. The Director of Collections and Research presented the Loans out paper.

4.2. The Board approved all proposed loans out.

5. Director's report (this item was taken after items 6 and 7)

5.1. The Director presented his written report.

5.2. He reported to the Board that DCMS had confirmed that the Gallery’s pay remit (the outcome of the full pay and grading review) had been approved; staff would be informed of the impact on their individual pay before the end of July. He acknowledged the considerable amount of work put in by the Head of HR in achieving this outcome.

5.3. He reported on the press response to the acquisition by the Gallery of Self Portrait as Saint Catherine of Alexandria by Artemisia Gentileschi (NG6671).

5.4. Information has been excluded under s36 and s43 FOI Act 2000.

5.5. The Director reported to the Board on the highlights from recent education and outreach activities and on forthcoming exhibitions.

5.6. He updated the Board on visitor numbers which he said were closely tracking those of the previous year and on visitor numbers to The Credit Suisse Exhibition: Monet & Architecture and Thomas Cole: Eden to Empire exhibitions. Information has been excluded under s36 and s43 FOI Act 2000.

6. Follow up to Board strategy day

6.1. The Board noted the summary of discussions at the Board strategy day.

6.2–6.4. Information has been excluded under s36 and s43 FOI 2000.

7. Information has been excluded under s36 and s43 FOI Act 2000.

8. Annual accounts, annual report from the Audit Committee and risk register

8.1. The Head of Finance presented the Annual Accounts, reminding the Board that they had already been circulated to the Board in draft form for comments, had been approved in final form by the Audit Committee on the Board’s behalf and were now being presented to the Board in final form for information. They had received Ministerial approval and were now being laid before Parliament.

8.2. She highlighted certain key issues from the Accounts including the fact that the Governance Statement within the Accounts identified no significant incidents to report and that the External Auditors had identified no issues or financial adjustments and given a clean audit. The Chair of the Audit Committee reported that the NAO had been exceptionally positive about the work carried out by the Finance Department and thanked the Head of Finance and her team for their work.

8.3. The Head of Finance presented the risk register.

9. Management and development report

9.1. The Head of Finance presented the management report to 31 May, highlighting that £1m of contingency remained available for the year.

9.2. The Head of Development presented the development report; the Chair of the Development Committee highlighted those forthcoming exhibitions for which sponsorship was still being sought,

10. Committees of the Board

10.1. The Board noted the Minutes of the Audit Committee of 24 May and 21 June. The Chair of the Committee reported that in addition to signing off on the Annual Accounts, the Committee had considered a number of internal audit reports, none of which had given rise to any red flag issues which needed to be highlighted to the Board.

10.2. The Board noted the Minutes of the Finance Committee of 24 May and 21 June. The Chair of the Committee reported that the Committee had considered the financial implications of the future exhibition programme in some detail, and had also looked at the financial implications of the One Gallery Accommodation Hub project. The Chief Operating Officer gave a brief update on tenders received for that project.

10.3. The Board noted the Minutes of the Nominations Committee of 17 May; the Chair confirmed that the Gallery wished to move forward with the search for two new Trustees, one to chair the Development Committee and one to Chair the National Gallery Company. Subject to approval of the role description and timetable by Ministers, it was hoped that the advertisement would run over the summer.

10.4. The Board noted the Minutes of the Masterplan Committee of 25 April, 18 May and 14 June.

10.5. The Board approved the amended terms of reference of the Remuneration Committee subject to minor amendments.

10.6. The Chair of the Development Committee reported on securing of new corporate members and on corporate sponsorship.

11. Brief on employment tribunal claim

11. The Board noted the report on the claim from the Gallery’s external legal advisers.

11.2–11.3. Information has been excluded under s36 FOI Act 2000.

12. Update on claim in relation to Matisse, Portrait of Greta Moll

12.1. The Secretary to the Board and Legal counsel updated the Board in relation to the claim.

13. Any other business

13.1. The Chair said that this was the last Board meeting which would be attended by Lord King; she reminded the Board that he had served two terms as a Gallery Trustee, with a break between his terms of office and on the Board’s behalf thanked him warmly for everything he had done for the Gallery during these two terms.

13.2. The Board congratulated the Chair and Dame Moya Greene on honours received in the Birthday Honours list.

13.3. The Board met in closed session with the Director and without other staff at the end of the meeting.

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