Minutes of the Board of Trustees - Thursday 23 March 2017

Minutes of the Board meeting held on Thursday 23 March 2017

Present

Hannah Rothschild (in the Chair)   
Lance Batchelor
Gautam Dalal
Professor Dexter Dalwood
Katrin Henkel
Professor Anya Hurlbert
Rosemary Leith
Lord King of Lothbury
David Marks
Lisa Milroy
John Nelson
Charles Sebag-Montefiore
John Singer

Observing

Sir John Kingman

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
Kate Howe - Secretary to the Board and Legal Counsel
Dr Caroline Campbell - The Jacob Rothschild Head of the Curatorial Department (items 1–5 and item 6.1)
Christopher Riopelle - Curator of Post 1800 Paintings (item 3.1 and item 6.1)
Paul Ackroyd - Restorer (item 6.1)
Jane Knowles - Head of Exhibitions (item 5)
Julie Molloy - MD of NGC (item 5)
Louise Peckett - Head of Finance (items 7 and 8)
Deborah Myers - Head of Development (items 7 and 8)
RoseMarie Loft - Head of HR (item 9) 

The Board met in closed session over lunch without staff before the meeting and discussed the objectives set for the Director for the year 2016–17 (Information has been excluded under s 36 FOI Act 2000).

The Chair welcomed David Marks to his first meeting as a Trustee of the Gallery; she also welcomed Sir John Kingman as an observer to the meeting and confirmed that he would be joining the Board in the near future.

1. Declarations of interest

There were no declarations of interest.

2. Minutes of 19 January and matters arising

2.1. The Board approved the Minutes of 19 January subject to some minor amendments and the Chair was authorised to sign them as a true record of the meeting.

3. Proposed Acquisitions

3.1–3.3 (Information has been redacted under s 22, s 36 and s 43 FOI Act 2000).

4. Loans out

4.1. The Jacob Rothschild Head of the Curatorial Department presented the Loans out paper, with one Addendum; she drew attention to a risk assessment in respect of one of the proposed loans.
4.2. The Board approved all the loans proposed in the Loans paper and Addendum save for those dealt with on pages 2 and 3 of the Loans paper which were discussed under item 5.

5. Information has been excluded under s 36, s 41 and s 43 FOI Act 2000.

6. Director’s report
6.1. (This item was dealt with in the conservation studio at the start of the meeting.) The Board saw in the conservation studio at the start of the meeting The Morning Walk by Gainsborough (NG6209) which the Director reported had been subjected to malicious damage by a visitor to the Gallery on Saturday 18 March, using a sharp implement, resulting in two long scratches to the painting which had penetrated the paint layers but not the lining canvas. The Director reported to the Board on the prompt action which had been taken by security staff on the day and also reported that conservation staff had been called into the Gallery on the day to start immediate remedial work on the painting. The remedial work was nearly complete and the painting would be re-hung early in the following week. Information has been excluded under s 36 FOI 2000. The Board expressed their thanks to security and conservation staff for their swift and effective action in minimising damage to the painting.
6.2. The Director presented his written report to the Board, highlighting the opening of the new ground floor Gallery B, the first new exhibition space to be opened in the Gallery since 1991, and currently showing a special display of the Gallery’s works by Rubens and Rembrandt.
6.3. He reported on the appointment of Bart Cornelis, a distinguished scholar of Dutch seventeenth century painting, as the Gallery’s new Curator of Dutch and Flemish Paintings, and the Board welcomed this news.
6.4. Information has been excluded under s 36 and s 43 FOI 2000.

7. Corporate Plan

7.1. The Director of Finance and Operations presented the Corporate Plan to the Board, outlining how the plan aligned with the Gallery’s strategic priorities.
7.2.-7.3. Information has been excluded under s 36 FOI 2000.
7.4. The Board approved the Corporate Plan.

8. Finance and development report to 31 January

8.1. The Board noted the Finance report which was presented by the Head of Finance who drew attention to key changes since the last meeting.
8.2. There was a discussion of the proposal to draw on Gallery reserves to meet the expected year-end operating deficit, and the Director of Finance and Operations reminded the Board that it had been agreed with the Board at the beginning of the year that the operating surplus generated in the previous year, which had gone into reserves, would be drawn on in the current year to help meet the expected operating deficit.
8.3. The Board noted the development report, which was presented by the Head of Development. The Chair of the Development committee said that the ratio of development income relative to fundraising staff numbers in the Gallery was very positive, and indicated a high level of efficiency, but highlighted that in order to grow development income it might be necessary to increase staff and accept a lower ratio.

9. Pay and Reward

9.1. The Head of HR presented proposals on pay and reward to the Board.
9.2. She reported to the Board on the successful introduction of the Gallery’s new flexible benefits scheme and said that at the time of reporting; about three quarters of staff had accessed the scheme.
9.3. There was a discussion of the long-term issues around pay, and the recommendation of the Executive Committee (endorsed by the Remuneration Committee) that these could only be properly addressed, in an affordable and sustainable manner, by a full pay and grading review. There was discussion of the possible timetable for such a review.
9.4. There was a discussion of the proposal for a pay award in 2017–2018, including affordability in the context of the corporate plan, and the need to ensure that any pay award made did not prejudice the outcome of a full pay and grading review.
9.5. Board approved all the recommendations made.

10. Proposed year-end grant to the National Gallery Trust

10.1. The Board noted the paper in relation to this matter.
10.2. The Board resolved :-

10.2.1. To make a donation to the Trustees of the National Gallery Trust (charity number 299509) of an amount calculated as set out in 10.2.2. below, to be held by the Trustees of the National Gallery Trust for the advancement of the charitable objects of the National Gallery.
10.2.2. To retain general unrestricted reserves of £2.0 million at 31 March 2017, and to donate any balance available after retention of such reserves to the Trustees of the National Gallery Trust on the terms set out in 10.2.1 above.
10.2.3. To authorise the Director of the National Gallery to determine the amount of the donation referred to in 10.2.1 above as part of the finalisation of the National Gallery’s year-end accounts, having regard to the reserves policy specified in 10.2.2 above.  
10.2.4. To authorise the Director to approve and witness the sealing of a deed of gift in favour of the National Gallery Trust to give effect to such a donation before 31 March 2017 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.

11. Committees of the Board

11.1. The Board noted the Minutes of the meeting of the Remuneration committee of 6 February.
11.2. The Board noted the Minutes of the meetings of the Audit committee and the Finance committee on 16 February. The Chair of the Audit committee updated the Board on the future management of the programme of internal audit.
11.3. The Chair reminded the Board that Gautam Dalal would cease to be a Trustee of the Gallery on 24 March but proposed to the Board that he should remain as an external member of both the Audit committee and the Finance committee after this date (and should chair the next meetings of those committees due to take place in May) and the Board approved this proposal.
11.4. The Chair recommended that Sir John Kingman should join the Audit committee and the Finance committee with effect from the date on which he was formally appointed to the Board, and should become Chair of those committees at the end of the next meeting of those committees, and the Board approved this recommendation.
11.5. The Chair of the Development committee said that he was pleased to report that Hiscox had agreed to become the Gallery’s Contemporary Arts Partner and in that capacity would be providing sponsorship for the forthcoming 'Chris Ofili' exhibition and other forthcoming contemporary exhibitions and projects.

12. Update on Matisse, 'Portrait of Greta Moll'

12.1. The Board noted the update in respect of the claim in relation to this painting.

13. Any other business

13.1. A Board member mentioned the interest which was being increasingly being taken in female painters pre 1900 and asked whether the Gallery would be contributing to this agenda. The Deputy Director drew attention to the Gallery’s Facebook Live broadcast on International Women’s Day relating to three female painters in the Gallery’s collection being Catharina van Hemessen, Rachel Ruysch, and Elisabeth Louise Vigée Lebrun.  
13.2. The Deputy Chair on behalf of the Board congratulated the Chair on her re-appointment as a Trustee of the Gallery for a further term of four years.
13.3. On behalf of the Board the Chair warmly thanked Gautam Dalal for his contribution to the Gallery over the last 8 years, and in particular for his work as Chair of the Audit and Finance committees.
13.4. There being no other business, the Chair declared the meeting closed.