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Minutes of the Board of Trustees - Thursday 28 March 2019

Minutes of the Board meeting held on Thursday 28 March 2019 


Hannah Rothschild (Chair)
Professor Dexter Dalwood
Dame Moya Greene
Douglas Gurr
Katrin Henkel
Sir John Kingman
Rosemary Leith  
David Marks
Tonya Nelson  
Charles Sebag-Montefiore
John Singer


Professor Molly Stevens

In attendance

Dr Gabriele Finaldi - Director
Dr Caroline Campbell - Director of Collections and Research
Dr Susan Foister - Director of Public Programmes and Partnerships (Deputy Director)
Paul Gray - Chief Operating Officer
Andy Hibbert - Director of Finance
Kate Howe - Secretary to the Board and Legal Counsel
Chris Michaels - Director of Digital
Julie Molloy - Managing Director of National Gallery Company Limited
Letizia Treves - James and Sarah Sassoon Curator of later Italian, Spanish and French 17th Century Paintings (for items 1 and part of 5)
Larry Keith - Head of Conservation and Keeper (for items 1 to 5)
Kristina Mandy - Assistant Conservator (for item 1)
Antonella Cassaccia - Conservation Fellow (for item 1)
Judith Kerr - Acting Head of Development (for part of item 5 and items 11 to 12)
RoseMarie Loft - Head of Human Resources (for items 8 and 13)
Louise Peckett - Head of Finance (for items 9 to 12)

1. Pictures for treatment

1.1. The Board saw in the conservation studio Saint Ambrose with Ambrosius van Engelen by Albrecht Bouts and Workshop (NG264) following completion of treatment. The Head of Conservation and Keeper reminded the Board that this was a work which had not previously been cleaned since it was acquired in 1850 and also drew attention to reframing of the work. The Board also saw The Virgin and Child with Saint John and an Angel by Workshop of Sandro Botticelli (NG275) which they were also told had not been cleaned since first acquired in 1855. The Board approved both works as ready to go back on display.

1.2. The Board also saw A Stag Hunt by Philips Wouwerman (NG975) and The Fight between the Lapiths and the Centaurs by Piero di Cosimo (NG4890) which were proposed for treatment. The Board approved the treatment proposed for both paintings.

1.3. The Board also saw Saint Francis in Meditation by Francisco de Zurbarán (NG230) which was in the process of being treated, and agreed that in view of the fact that treatment was nearly complete and the painting was due to go on loan before the next meeting of the Board, the painting could go on loan without the Board giving any further sign off on treatment.

2. Declarations of interest 

2.1. The Board were reminded that since they would be considering under item 5 the proposed acquisition of a work by a painter not currently represented in the collection, they should declare if they had any interest in any work by this artist. No declarations were made in relation to this or any other item.

3. Minutes of 17 January and matters arising 

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

3.2. In relation to matters arising and progress with outstanding actions the Chair reported that :-

  • 3.2.1. Information has been excluded under s36 FOI 2000.
  • 3.2.2. Information has been excluded under s22 FOI
  • 3.2.3. It was confirmed that all necessary listed building consents had been obtained before recent work had been carried out on the Sainsbury Wing.
  • 3.2.4. It was confirmed that the Marketing Strategy would be brought back to the Board in May and there would be a Board discussion in relation to audience and programming by the end of 2019.

4. Loans out

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

4.2. She highlighted for the Board the proposed venues within the United Kingdom to which Artemisia Gentileschi’s Self Portrait as Saint Catherine of Alexandria (NG6671) would travel as part of the ‘Artemisia Visits’ tour .

4.3. Information has been excluded under s36 FOI 2000.

4.4. The Board approved all other proposed loans out.

5. Proposed acquisition

5.1-5.6. Information has been excluded under s36 and s43 FOI 2000.

6. Director’s report

6.1. The Director presented his written report.

6.2. Information has been excluded under s 43 FOI 2000.

7. Follow-up to Board strategy day discussions

7.1. The Board noted the summary of the board strategy day discussions.

8. Employment tribunal update
(This item was taken immediately after item 5.)

8.1-8.4 Information has been excluded under s 36 and s42 FOI 2000.

9. Gallery Plan sign off

9.1. The Chair noted that this would be the last meeting attended by the Head of Finance who was leaving the Gallery to take up a role elsewhere; on the Board’s behalf she congratulated her on her new post and thanked her warmly for all she had done for the Gallery over the last 5 years.

9.2. The Director of Finance presented the Gallery Plan for 2019-23, setting it against a background of declining grant-in-aid and grant per visitor over recent years, and growing reliance on self-generated income. He presented a comparison of the new Gallery Plan with the Corporate Plan approved by the Board in 2018-19.

9.3. He highlighted key risks (including the forthcoming spending review) and opportunities.

9.4. The Chair of the Finance Committee commended the excellent work which had gone into the Plan, and drew attention to some potential capital projects within the Sainsbury Wing and Wilkins building Director’s corridor whose financial implications were not at this stage reflected in the numbers.

9.5. The Board endorsed the Gallery Plan.

10. Summary of funds held by supporting charities

10.1. The Board noted the summary of funds held by supporting charities. It was highlighted to the Board that all the information presented was available in the public domain.

11. Management accounts and Development report

11.1. The Board noted the Management accounts. The Head of Finance highlighted that at this stage in the year, the Gallery was still budgeting for a break-even outcome, with contingency standing at £410K. Information has been excluded under FOI 43 2000.

11.2. The Acting Head of Development presented the Development report, drawing attention to the fact that the Department had exceeded its target for the year and had raised a record level of revenue for the Gallery. The proposed target for 2019-20 would be reviewed once a new Director of Development was in post. She highlighted some recent achievements, including securing of sponsorship for the Sean Scully exhibition and renewal of sponsorship for some curatorial posts.

12. Annual grant to National Gallery Trust

12.1. The Head of Finance presented the paper in relation to this matter.

12.2. The Board agreed :-

  • 12.2.1. To make a donation to the Trustees of the National Gallery Trust (charity number 299509) of an amount calculated as set out in 12.2.2 below, to be held by the Trustees of the National Gallery Trust for the advancement of the charitable objects of the National Gallery.
  • 12.2.2. To retain (within the Gallery’s reserves) unrestricted general funds of £2 million at 31 March 2019, 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 12.2.1 above.
  • 12.2.3. To authorise the Director of the National Gallery to determine the amount of the donation referred to in 12.2.1 above as part of the finalisation of the National Gallery’s year-end accounts, having regard to the reserves policy specified in 12.2.2 above.
  • 12.2.4. 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 2019 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. Information has been excluded under s36 and s43 FOI 2000. (This item was taken immediately after item 8).

14. Committees of the Board

14.1. The Board noted the Minutes of the Finance Committees of 15 January and 27 February.

14.2. The Board noted the Minutes of the Audit Committee of 27 February and the Chair of the Committee highlighted the increase in fees from the National Audit Office.

14.3. The Board noted the Minutes of the Masterplan Committee of 22 January and 14 February. The Chair of the Development Committee said that the current focus of the Committee was on possible work within the Sainsbury wing.

14.4. The Chair of the Development Committee reported that a revised draft remit for the Committee had now been prepared as well as draft responsibilities for Committee members, and these documents were available to share with potential new Committee members. He reported to the Board on impending retirements from the Committee and said that the Committee was looking for 2-3 new members.

14.5. Information has been excluded under s 43 FOI 2000.

15. Any other business

15.1. The Chair said that an additional member of the Remuneration Committee was required to replace Lance Batchelor and proposed that Charles Sebag-Montefiore be appointed to join the Committee with immediate effect. The Board approved his appointment.

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