Meetings of the Court of Governors - 19 October 2001

A meeting of the COURT OF GOVERNORS held on 19 October 2001 in the Court Room, National Museum & Gallery.

- PRESENT:
Mathew Prichard (President); Roger G Thomas (Vice-President); G Wyn Howells (Treasurer); Eleri Wyn Lewis; Eirlys Pritchard Jones; Brian Willott; Susan Davies; Nancy Edwards; Dafydd Bowen Lewis; Ieuan Llewellyn Jones; Hefyn Looker; D Parry Jones; Peter Warren; Frances Lynch; Malcolm Parry; Paul Loveluck; Chris Delaney; Jonathan Jones; Linda Quinn; Murray McLaggan; Win Griffiths MP; Joan Raum; Keith Mascetti; Delme Bowen; Anthea Wellington; Huw Jones; Rhiannon Hughes; Mair Waldo Thomas; Richard Cass; Paul Thomas.

- IN ATTENDANCE:
Anna Southall (Director NMGW); Eurwyn Wiliam (Deputy Director); Robin Gwyn (Director of Strategic Communications); Mark Richards (Director of Resource Planning); Mike Tooby (Director NMG); John Williams-Davies (Director MWL); Mark Rainey (Financial Services Officer); Judith Scott (Director's Executive Assistant); Tony Lloyd (Head of Administration); Neil Harrison (Administration Officer).

- APOLOGIES:
Apologies for absence from the meeting were received from Geraint Jenkins; John King; Gwilym Humphries; Mike Salter; David Rogers; Anwen Carey Evans; Colin Rowlands; Wynford Evans; Lewis Jones.

- WELCOME:
The President welcomed members to the meeting, which he felt was a meeting of the greatest importance to the future governance of the National Museums & Galleries of Wales.

- CONDOLENCES:
The Court held a minute's silence in memory of Dr Roderic Bowen, a member of the Court of Governors since 1945. The President expressed great admiration for the service Dr Bowen's devotion to the Museum and would especially miss his counsel on such an important day.

1 - MINUTES:
Resolved: That the minutes of the Court of Governors meeting held on 27 April 2001 be approved.

2 - MATTERS ARISING:
Free Admission -
Reported: That Linda Quinn questioned whether the Museum had funding for free admission for the next year, and in response was assured that the recent funding announced by the Assembly included funding for the year to come, albeit less than the Museum had requested.


3 - QUINQUENNIAL REVIEW:
Received:
(i) an update on the Quinquennial Review
(ii) a report on the future of the Court of Governors.
(iii) a report on the succession of the President, Vice-President and Treasurer.

Reported: That the National Assembly commissioned the Quinquennial Review of the National Museums & Galleries of Wales which was completed in August 2001. It was considered by the Assembly's Culture Committee and then by the Finance and Culture Minister. The consultant who carried out the review, Peter Watt, opened his presentation to the Committee by saying:

"We found much to impress us in our contact with the Museum.... It is a well-governed and well-directed organisation that has recently made fundamental improvements to its arrangements for delivering the strategic objectives of the Assembly. It provides an impressive array of achievements at a reasonable cost."

He also made it clear in his general conclusion to the report that he was supportive of the work of NMGW and recognised the significant progress that had been achieved since the last review. The Museum considers the report to be very positive about recent changes, and very constructive in its recommendations.

A draft action plan has been drawn up by the Museum which will be discussed first by the Museum and Assembly at officer level. The report will be tabled for discussion at a Cabinet meeting and later a Plenary Session of the Assembly in November. The report made two substantial recommendations that directly affected Court.

Future of the Court -
In the Consultants' principal conclusion the Museum's 'arm's length' relationship with the Assembly was commended. The report stated that it gives the Museum 'the degree of independence necessary to its role in the long-term sustainable stewardship of the treasures vested in its trust'.

The report goes on to recommend that 'the Assembly should invite the Museum's Court to consider reorganising the system of Governance of the Museum into a format where the Court ceases to receive an annual report from the Council, Director and Treasurer of the Museum and 'the Museum should hold an open annual meeting to the public on its activities, accounts and plans and to receive comment from the public'.

The President and Vice-President met with the Minister and her officials and the Minister invited the Museum to ask Court to consider reorganising the system of Governance of the Museum, as the current constitution of the Court does not fit with the guidelines laid out by Lord Nolan and adopted by the Assembly to which all ASPB's are encouraged to adhere. Council wished to see changes made to Court to ensure that members represent at the highest levels the organisations with whom the Museum wished to work in partnership. Council felt that there would be considerable benefit in future meetings being held in ways more conductive to debate and discussion, and welcomed the holding of an open annual general meeting.

The President felt that the guidelines laid out by Lord Nolan and the results of the Quinquennial Review made it clear that the nature of governance of the Museum would need to change following the appointment of the future President, Vice President and Treasurer. The Minister had made it known to the Museum that she saw no future for the Court in the governance structure of the Museum as it was currently constituted and a report from the Director summarising the Minister's views was tabled.

Council recommended to Court that the future of Court lies in the creation of a stakeholders body of partners offering advice and promoting partnership working. It would have a ole in the proposed open public meetings, recognising that such a body would provide a fountain of expertise and represented people from throughout Wales, in a way that the Assembly could not provide itself.

Court debated this issue and there was comment from most of the members present.

Win Griffiths MP felt it was fair to ask whether there was still a need for a Court and whether it had made a real contribution. He felt that if there was still a need and it had made a contribution it should remain unless the Assembly had a requirement for a body closer to itself.

There was a general feeling that change should not be rushed into and that the Court and Council's Committees should look at ways to better use the skills available and that the Museum should foster a better and more fruitful relationship with local government.

Court felt that its strength was that its membership was appointed by diverse bodies and therefore the Assembly representation on Council should be kept to only one third of the appointments in line with the McFadden reports recommendation so as not to stifle this. Consideration should be given to an annual general meeting where the public as users have the right to receive reports and comment.

Resolved: That:

  • Court request the President to establish a small working group, comprising members of Court and the Museum Director to examine ways of developing the existing Court into a partnership body whose members advise Council and promote partnership working across Wales.
  • that the group discusses the membership, remit, and form and regularity of meetings of this body.
  • that Council examine the implications of any changes to Court for the existing Charter and Statutes.
  • that whatever the future of Court, an open annual meeting of the Museum is held in October in order for the Museum to report on its activities, accounts and plans and to receive comment on them from the public and that consideration be given to the continuance of two such meetings a year, as per the present schedule.
  • that the National Assembly be invited to send an observer to the Working Groups meetings and that they be informed of today's discussion and decisions.
    A report is to be presented to Court at the May 2002 meeting in north Wales and the Minister is to be kept informed as appropriate.

Succession of the President, Vice-President and Treasurer -
Reported: That presuming that Court continues in existence, albeit with a changed remit and a different name, there remained the question of its role in appointing the Honorary Officers of Council - both in a year's time and in the future.

Recommendation 7 of the Quinquennial Review stated that '.....whatever the way the alternatives for changes to the Governance of the Museum discussed in this review are taken forward, the appointments procedures adopted should be open and transparent and in line with the Nolan principles'. The report also stated that 'we believe that evolution of the Court.......into a partnership group, possibly with the powers to appoint a small number of members of Council may have merit and that the current President retires in 18 months time and do not believe any such moves along the above lines would be desirable or practical before then'.

The appointment of the next President, Vice-President and Treasurer will remain Court's responsibility until any change is made to the Charter & Statutes (probably April 2003). The President's and Vice-President's terms of office end in October 2002. The Treasurer's term of office also expires in October 2002, but this appointment can be renewed for a further 5 year term.

The Quinquennial Review suggested that the President was, in future, appointed by the Assembly with the agreement of Council in line with the manner in which Chairmen/women are appointed to the Boards of Trustees of the Department of Culture, Media & Sport - sponsored museums and galleries. The immediate past President was therefore, in effect, also an Assembly appointment. The report suggested that the appointment of Vice-President & Treasurer be made in future by Council, giving an equal balance in the appointment of officers between the Assembly and the Museum. The report went on to propose that the 12 other members of Court were appointed as follows: Assembly 5 and Council 7.

Another model, the report notes, might see a partnership body (i.e. Court in a redefined role) having powers to appoint or propose three of its members to Council making the balance as follows; Assembly 5, Court/Partnership Body 3 and Council 4.

Court noted that the consultants were mindful of the possible response of the Charity Commissioners should the number of overall Assembly appointments outnumber the combined total appointed by the Council and any other body. It was believed that the Assembly might have a different view and wish to gain responsibility for the majority of appointments.

The report noted that the Assembly was reviewing the issue of remuneration for members of Assembly Sponsored Public Bodies. The position vis-à-vis Council as trustees of a registered charity was unclear. Undoubtedly, the Charity Commission would have a view as any change would have implications for all charities with trustees across the UK, not just in Wales.

Resolved: That the following timetable be used in the recruitment of a new President and Vice-President:

  • November 2001 - Advertise in UK and Welsh Press
  • November/December 2001 - The Vice President (who will not be a member of the interviewing panel and is not putting himself forward to either office) will co-ordinate suggestions and, if appropriate, make approaches to individuals to ask them to consider applying without implying preferment.
  • January 2002 - Closing date and shortlising. The existing President will not chair the panel. He and the Treasurer will be members of the panel, which will also include another member of Council, a member of Court (who is not a member of Council or its Committees) and a Chair (or past Chair) of the Board of Trustees of another UK national museum or gallery. The panel will also include an independent assessor from the Assembly's approved list.
    It was noted that the Minister had expressed a wish to be on the panel and the President would invite her accordingly.
  • February/March 2002 - shortlisted candidates meet the Director - interviews with the panel.
  • March/April 2002 - details of proposed President and Vice-President sent to Court Members in confidence.
  • May 2002 - The panel recommends an individual to Court for each of the two appointments.

The Treasurer's term of office also expires in October 2002. Council recommended that Mr G Wyn Howells' appointment be renewed for a second 5-year term, and this appointment was agreed.

4 - COURT TO COURT APPOINTMENTS:
Resolved: That Hélène Mansfield be appointed to Court as the Court to Court vacancy for a head of a local authority school in Wales.

5 - REPORT OF COUNCIL:
Received and Approved: The 93rd Annual Report and Accounts for the period 1 April 2000 - 31 March 2001.
Reported: That the Treasurer presented the Annual Accounts which now reflected the incorporation of the Big Pit Mining Museum and Big Pit's trading company Matchtake Ltd. The increase in the Museum's grant included a sum for free admission with direct expenditure of £0.5 million paying for the Museum's pay award and for the extra salary costs for Big Pit. Included in the funds was a carried-forward figure of £6.2 million, which included
£3.6 million increase on revaluation of the National Museum & Gallery site's fixed assets.

The debtor's figure included proceeds from the sale of the Welsh Industrial and Maritime Museum, earmarked for the new Swansea Museum. There was an increase in total funds largely from the re-evaluation of fixed assets. The Treasurer noted to Court that the Auditor General for Wales was of the opinion that the Financial Statements gave a true and fair review of the state of affairs of the Museum and had no observations to make on these Financial Statements.

6 - DIRECTORS' REPORT:
Reported: That the increase in visitors from free admission had been sustained over the summer, remaining at over a 90% increase. It was noted that this huge increase in visitors came at considerable cost and extra monies that had been allocated last year for free admission had now been consolidated into the Museum's grant in aid for this year. The Museum was grateful for the allocation of funding by the Assembly, albeit less than was requested. It was also noted that this week saw the 1 millionth visitor to NMGW sites since 1 April and the Director thanked the staff for their unstinting work in enabling this to be such a success.

The future display of art was discussed by Council at its meeting earlier and the second stage consultation paper would be issued shortly.
Three issues had been identified:

  • The importance of a single, iconic gallery.
  • The importance of NMGW's Partnership Programme.
  • The importance of the infrastructure necessary to support this.

The Director updated Court on the Industrial Strategy and was pleased with the success of the re-development at the Welsh Slate Museum which for the first 6 months of this year was up 170% on last year, tangible proof of the popularity of the approach being taken on the interpretation of our Social and Industrial History. Work at Big Pit had begun in earnest with the main contract work starting in February and other than for closure for scheduled pit maintenance, Big Pit will remain open throughout the re-developments.

The final application to the Heritage Lottery Fund for the Museum of the Welsh Woollen Industry will be considered in December and the site will be closed after Christmas and re-open in Easter 2003.

The Deputy Director, along with Dr Richard Bevins the Project Manager, updated Court on the plans for the creation for a new National Museum for Wales in Swansea.

Rosemary Butler AM, has been appointed Chair of the National Waterfront Museum Swansea Ltd. Interviews for a Chief Executive for NWMS Ltd had been held and the successful candidate had verbally accepted the offer. (who had a track record in delivering projects such as this) In July HLF agreed in principle to a grant in excess of £11 million, and the First Minister made an announcement on Thursday of last week of a £6 million grant. The new Museum would show the impact of people's lives and be a gateway to all other Museum sites and other such institutions in Wales. It would show Wales as the first industrial nation. Funding would come from a number of sources other than the Museum's funds, and would include the Heritage Lottery Fund, the Assembly itself, Objective One Funding, the Wales Tourist Board, the Welsh Development Agency etc. 2003 would see the enabling works, 2004 development on the site and 2005 the planned opening.

Councillor Delme Bowen congratulated the Museum on these plans and also on the excellent Paul Robeson exhibition, which had recently been held. He also expressed a wish that the work of the Education Department could be protected along with its bilingualism. Win Griffiths MP felt that the Commercial side of the Paul Robeson Exhibition could have been exploited better.

Malcolm Parry felt that the work of the Museum over the last year was very good and he was pleased to see the initiatives for the Swansea Museum but cautioned that the Museum must ensure that the it did not try to make the design of the new Museum too all-embracing with the outcome that it did not work. Paul Loveluck requested that the sciences of Wales were not forgotten within these plans.

7 - DATE & TIME OF NEXT MEETING:
The President closed the meeting by informing Court that this was a crucial time both for the Museum's constitution and its collections and he appreciated the support of Court, Council and in particular the Director and her staff. The next meeting would be held at 2.15 pm on 24 May 2002 in north Wales.

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