Minutes of the Board of Trustees - Thursday 15 March 2018

Minutes of the Board meeting held on Thursday 15 March 2018

Present

Hannah Rothschild (Chair) 
Lance Batchelor 
Professor Dexter Dalwood
Moya Greene (not for items 6-8)
Katrin Henkel
Lord King of Lothbury
Sir John Kingman
Rosemary Leith (for items 1-8)
David Marks
John Nelson
Charles Sebag-Montefiore
John Singer

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 Michaels - Director of Digital
Chris Walker - Director of Finance and Operations
Kate Howe - Secretary to the Board and Legal Counsel
Dr Caroline Campbell - The Jacob Rothschild Head of the Curatorial Department (items 1, 4, and 5)
Letizia Treves - The James and Sarah Sassoon Curator of Later Italian, Spanish, and French 17th-century Paintings (item 1 and part of item 5) 
Deborah Myers - Head of Development (for part of item 5 and for items 11 and 12)
Claire Shepherd - Patrick Lindsay Conservation Fellow (item 1)
Casey Scott-Songin - Senior Mmanager of Data and Insight (item 9)
Louise Peckett - Head of Finance (items 11 and 12)

1. Pictures for treatment

1.1. The Board saw in the upper conservation studio A Bay Horse, a Cow, a Goat and Three Sheep near a Building by Adriaen van de Velde (NG983) following treatment and approved it as ready to go back on display. The Head of Conservation said that following conservation this was a work which would on occasion hang on the main floor of the Gallery, and drew the attention of the Board to a newly acquired 17th-century frame in which the work would be displayed.

1.2. They also saw Still Life of Lemons, Lilies, Carnations, Roses and a Lemon Blossom in a Wicker Basket, together with a Goldfinch perched on a Porcelain Bowl of Water, on top of a Silver Tray, all arranged upon a Stone Ledge by Juan de Zurbarán (NG6669) which had been treated following acquisition, and approved it as ready to go on display. The Board were told that it was intended that the painting should go on display on 25 April when the acquisition would be announced and that in the first instance it was intended that the painting should be hung alongside figure paintings by the artist’s father.

1.3. The Board also saw A Dutch Yacht surrounded by Many Small Vessels, saluting as Two Barges pull alongside by Willem van de Velde (NG978) which was proposed for treatment. The Head of Conservation said that this was a work which had been acquired in 1876; he drew the Board’s attention to the discoloured and uneven varnish and to some damage to the lining of the work. The Board approved the treatment proposed.

2. Declarations of interest

2.1.The Chair reminded the Board that, under item 5, they would be considering for acquisition a painting by an artist not currently represented in the collection and that any Trustee having an interest in works by that artist should declare an interest. There were no declarations of interest in relation to this or any other matters.

3. Minutes of 18 January and matters arising

3.1. The Board approved the Minutes of 18 January 2018 subject to one minor amendment and the Chair was authorised to sign them as a true record of the meeting.

3.2. In relation to matters arising, it was reported to the Board that sign off on the Gallery’s corporate plan had been deferred to May and the Board would be invited to sign off on affordability of the proposed pay and grading review at the same time.

4. Loans out

4.1. The Jacob Rothschild Head of the Curatorial Department presented the Loans out paper.

4.2. The Board approved all proposed loans out.

5. Proposed acquisition 
Information has been excluded under s36 and s 43 FOI 2000.

6. Director's report, events and visitor numbers

6.1. The Director expanded on his written report.

6.2. He highlighted for the Board the opening of the Tacita Dean exhibition at the Gallery which he said represented an exceptional collaboration with the National Portrait Gallery and the Royal Academy.

6.3. He was pleased to report to the Board that the Gallery’s application for permanent allocation to the Gallery (under the Acceptance in Lieu scheme) of Sargent’s Wineglasses (NG6670) had been successful and the acquisition would be announced together with the purchase of the Zurbarán.

6.4. He reported to the Board on changes to display, and updated the Board on progress with the refurbishment of the Sainsbury Wing, including replacement of floors.

6.5. He reported that the Gallery’s Head of Security Andy Baxter was leaving the Gallery, and expressed the gratitude for the contribution he had made to the Gallery during his time; he said that it was proposed that the vacancy arising should be filled on an interim basis, pending the arrival of the Gallery’s new Chief Operating Officer.

6.6. He reported on the Gallery’s collaboration with the BBC in relation to the new ‘Civilisations’ series, including the opening in the Annenberg Court of a display entitled ‘Manod: The Nation’s Treasure Caves’ and related events.

6.7. Information has been excluded under s 36 FOI 2000.

6.8. The Director reported to the Board on recent Education events, programmes and initiatives.

6.9. There was a discussion with the Board in relation to the article which had appeared in the Sunday Times concerning funds held in the National Gallery Trust and American Friends of the National Gallery; the Director confirmed that a response from the Gallery had been drafted and submitted to the Sunday Times; the newspaper reserved the right to edit, and a copy of the edited version, when received by the Gallery would be circulated to the Board.

6.10. In response to a question from the Board the Director confirmed that security arches currently in place at entrances were there as part of a trial being conducted in conjunction with the Home Office.

6.11. In response to a question from the Board there was a discussion of exhibition marketing and the impact of social media and other digital initiatives as an alternative to more conventional marketing routes; it was confirmed to the Board that a report on exhibition marketing would be brought to them later in the year. In connection with the Monet exhibition, it was noted that an early bird ticket offer had resulted in a significant uplift in pre-opening ticket sales.

7. Pictures for Treatment

Information has been excluded under s36 and s43 FOI 2000

8. Strategy document for publication 

8.1. The Board approved the Strategic Plan for publication on the Gallery’s website, subject to one minor amendment and subject to checking of the accuracy of the colours in one of the images in the document.

8.2. In response to a question from the Board, the Director confirmed that the process of sharing the strategic vision with staff was already underway, and that this underpinned the plans which staff were working on as part of the Corporate Plan.

9. Visitor research, data and insight

9.1. The Director of Digital introduced this session by reminding the Board of a recent decline in visitor numbers affecting not just the Gallery but other central London museums; he said it was important for the Gallery to seek to get a better understanding of the reasons behind this decline. He told the Board that the Gallery had now created its own in-house data analysis function, to enable more targeted analysis to be carried out.

9.2. The Senior Manager of Data and Insight gave a presentation, highlighting changes to visitor numbers, visitors to the website and followers on social media in the year 2017-18 (compared with the previous year).

9.3. Looking at the sector wide position, the Board were told that external research carried out by MHM for the sector indicated that, for UK visitors, the most important factor contributing to the decline in visitor numbers was cost, including cost of travel, food and drink. There had also been a fall in overseas visitors to museums, notwithstanding that numbers of tourists to London were at an all-time high; this indicated a museum specific problem.

9.4. There was also a discussion of the more detailed information revealed by a sample study of the Gallery’s own visitors. The Director of Digital said that this was the beginning of a process of analysis which it was hoped would help the Gallery to understand better the impact of very successful exhibitions on overall visitor numbers; to make better predictions about overall and exhibition visitor numbers; and to make better decisions about where to target marketing spend. The Board indicated that they hoped to hear more about the practical implications for the Gallery of the research at future meetings.

10. Committees of the Board

10.1.The Board noted the minutes of the Finance Committee of 18 January and the Chair of the committee reported on the committee discussions on 28 February which had focussed on the challenges presented by the Gallery’s corporate plan. The Executive had, in response to the Director’s strategic vision, come up with an ambitious plan which included plans to increase self-generated income, but which also required substantial investment in the early years. The challenge was twofold; first, to determine how to afford the initial investment; secondly, to address the question of what would happen if income producing initiatives were not as successful as the plan assumed. The Finance Committee were therefore asking the Executive Committee to embark on a further round of planning, with a view to reducing the risks in the plan. The committee also regarded it as essential that the Budget previously agreed for the One Gallery Accommodation Hub was not exceeded. The committee would be meeting once or twice more to consider the corporate plan before it was presented to the Board for sign off in May.

10.2. The Chair (in her capacity as Chair of the Nominations Committee) reported in relation to the current search for two new Trustees. The date of the sift had now been fixed for April and interviews would take place in May. In the meantime, she proposed that the Nominations Committee should convene to start to consider the skills and experience which the Gallery should be looking for when filling further vacancies on the Board which would arise later in the year and in early 2019; one member of the Board suggested in this connection that the committee might consider looking for a Trustee with experience in the field of marketing. The Chair reminded the Board that since the retirement of Anya Hurlbert from the Board in March, there was a vacancy on the Nominations Committee. She proposed that Katrin Henkel might be appointed as a member of the committee to fill that vacancy with immediate effect, and the Board approved this appointment.

10.3. The Board noted the minutes of the Masterplan Committee of 16 January and the Chair of the committee updated the Board on subsequent discussions. Information has been excluded under s36 FOI 2000.

10.4. The Chair of the Development Committee updated the Board on progress with orporate membership and development. Information has been excluded under s 43 FOI 2000.

10.5. In the absence of the Chair of the Digital Advisory Group, the Director of Digital reported on the most recent meeting of the group; he also updated the Board on the launch at the National Gallery on 7 March of DCMS’ Culture is Digital Report, in the presence of the Secretary of State.

11. Management and Development report

11.1. The Head of Development updated the Board on progress against targets within the Development Department in the year to date. Information has been excluded under s 43 FOI 2000.

11.2. The Head of Finance presented the management report to 31 January, highlighting that the projected year end outcome was now looking slightly more positive than when last presented to the Board in January .This was as a result of a number of departmental re-forecasts including within areas of creative, collections and buildings. £300k of contingency remained, and the Finance Committee had recommended that, at the year end, general reserves of £2m should be retained.

12.  Donation to National Gallery Trust 

12.1. The Head of Finance presented the paper in relation to this matter. The Board agreed :-

12.1.1. To make a donation to the Trustees of the National Gallery Trust (charity number 299509) of an amount calculated as set out in 12.1.2 below, to be held by the Trustees of the National Gallery Trust for the advancement of the charitable objects of the National Gallery;

12.1.2. To retain (within the Gallery’s reserves) unrestricted general funds of £2m (Two million pounds) as at 31 March 2018, and to donate any residual balance available on such unrestricted general funds to the Trustees of the National Gallery Trust on the terms set out in 12.1.1 above;

12.1.3. To authorise the Director of the National Gallery to determine the amount of the donation referred to in 12.1.1 above as part of the finalisation of the National Gallery’s year-end accounts, having regard to the reserves policy specified in 12.1.2 above; and

12.1.4. 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 2018 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. One Gallery Accommodation Hub, update

13.1. The Director of Finance and Operations presented his paper and reported to the Board that oversight of the project was in the hands of a Project Board (whose members included the Director and Chair of the Masterplan Committee) which met every 3-4 weeks.

13.2. The Chair of the Finance Committee emphasised that it was crucial that the project remain within budget; if tendered prices came in over budget, then options for costs savings would have to be considered.

14. Data Protection Policy

14.1. The Director of Public Engagement and Deputy Director in her capacity as Data Protection Officer presented the proposed revised Data Protection Policy to the Board.

14.2. The Board approved the revised policy.

15. Matisse, Portrait of Greta Moll, update

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

16. Any other business

16.1. The Chair reported to the Board that Michael Cowdy, who had chaired the National Gallery Trust for many years, had decided he wished to step down as Chair of the Trust and on the Board’s behalf she expressed the gratitude of the Gallery for all he had done in his role as Chair of the Trust over those years. The Trust would be appointing a new Chair in the autumn.

16.2. The Chair also reported that Sir Stuart Lipton had announced his retirement as Trustee of the NGT Foundation and on the Board’s behalf she expressed the gratitude of the Board for all he had done in that role over many years.

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