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April 2003

MUSEUMS AND GALLERIES OF NORTHERN IRELAND
BOARD OF TRUSTEES

Minutes of a meeting of the Board of Trustees held on Wednesday 30 April 2003 at 1030 hrs in the Board Room of Armagh County Museum, Armagh.

Present:
Mrs M Elliott (Chairman)
Sir K Bloomfield
Mr D Harvey
Dr A Walker
Mrs W Osborne
Ms P Flanagan
Mr T Shaw
Mr S Neeson
Lt Col H Bicker

In attendance:
Mr M McKee (Director of Operations)
Mr J Gilmour (Director of Development)
Mrs K O'Dowd (Director of Finance)
Mrs H Henning (Committee Secretary)

1. APOLOGIES FOR ABSENCE

Apologies were received from Mr B Montgomery, Professor E McLaughlin, Mr M Adair,
Ms L Beers and Dame G Keegan.

2. APPROVAL OF MINUTES OF MEETING HELD ON 28 February 2003

Board members agreed that the minutes of the meeting held on 28 February 2003, previously circulated to Board members, were a true reflection of the meeting. Following a proposal by Mr Dan Harvey, which was seconded by Sir Kenneth Bloomfield, that the minutes be adopted by the Board, they were subsequently signed by the Chairman.

3. MATTERS ARISING FROM THE MINUTES OF THE MEETING HELD ON 28 February 2003

Strategic Workshop
The Chairman referred to the recent Strategic Workshop which she felt had been extremely useful and proposed that a similar workshop be organised annually. She asked if a summary of the discussions could be circulated to Board members and Sir Kenneth Bloomfield said it would be helpful if Trustees could be given feedback on the objectives which had been achieved.

The Director of Operations said it was his understanding that the Capita Review Team would be organising a strategic workshop to develop the organisation's corporate strategy towards the end of May/beginning of June. The Chairman asked if the Board members wished to engage in a workshop with the review team and following an affirmative response by Trustees agreed to raise the matter with the review team.

Meeting with NIPSA
Sir Kenneth Bloomfield referred to a letter from Ms Alison Millar, Higher Executive Officer, NIPSA to the Chief Executive dated 10 March 2003 which stated that following a meeting with himself, the Chief Executive and Director of Operations on 7 March 2003, in respect of the appointment of a Chief Executive, it had been agreed that NIPSA would give consideration to his proposal which was as follows:-

(a) That as far as reasonably possible NIPSA would require adequate time for consultation. Therefore MAGNI Board of Trustees would observe the 7day consultation rule as for all other existing posts within MAGNI.

(b) It was recognised that consideration needed to be given to the timing of the consultation period. Therefore on that basis it was proposed NIPSA would be consulted when the Board of Trustees had formed a preliminary view on the job documentation including the qualifications, experience and qualities etc. of prospective candidates.

(c) When MAGNI approaches DCAL and Recruitment Service regarding the filling of the posts (i.e. pre-advertising meeting) both MAGNI's proposed criteria and any NIPSA comments would be forwarded for consideration by the Recruitment Panel.

Ms Millar concluded her letter with the statement "Having given this proposal some consideration I would be content that this proposal was formally put to the Board of Trustees for ratification and agreement". Sir Kenneth Bloomfield advised Board members that he had explained to NIPSA at the meeting, the extent of the Department's involvement in the appointment of the Chief Executive and was satisfied that any misunderstandings that had arisen during the current recruitment process had now been resolved. The Chairman asked that the clause "subject to the procedures of Recruitment Service" be added to the proposal prior to its approval by the Board. The Board of Trustees agreed the terms of the proposal put forward to NIPSA by Sir Kenneth Bloomfield subject to the inclusion of the clause "subject to the procedures of Recruitment Service".

Public Disclosure Issues
In the absence of Professor McLaughlin, the Chairman asked that this item be retained on the agenda.

City of Culture Bid
This item was discussed under Reserved Business as it was deemed by the Board to contain commercially sensitive information.

Recruitment of Chief Executive
The Chairman advised the meeting that Mr Tim Cooke, Head of Broadcasting at BBC Northern Ireland, had accepted the offer of appointment as Chief Executive of MAGNI and formally requested the approval of the Board to sign the agreed contract of employment. The Board of Trustees formally approved the Chairman request.

Trustees noted that Mr Cooke would formally take up his appointment as Chief Executive with effect from 1 September 2003.

4. TRUSTEES SUB-COMMITTEES

4.1 Staffing Committee

4.1.1 Approval of Minutes of Meeting held on 18 February 2003
The Board formally approved the minutes of the Staffing Committee meeting held on 18 February 2003.

4.1.2 Verbal report of meeting held on 28 April 2003
In the absence of Professor McLaughlin, Chairman of the Staffing Committee, Mr Tom Shaw gave the following verbal report of the Staffing Committee meeting held on 28 April 2003. Mr Shaw said that the Committee had received a further update on the recruitment process currently ongoing to appoint a new Director of Personnel.

The Committee undertook a further review of the job description and person specification for the Head of Museum posts as some minor amendments had been made to the original document. It was provisionally agreed at the meeting that these posts would be titled eg Head of Operations (Ulster Museum), Head of Operations (Ulster Folk and Transport Museum) etc, with the proviso that the Director of Operations could make alternative suggestions for discussion and approval, prior to their advertisement. Some time was also spent discussing the draft personnel policies currently in place and the Staffing Committee agreed to review these at their next meeting. Mr Shaw commended the staff involved in drafting these policies and did not anticipate any significant changes being made to these documents.

The Committee noted NIPSA's comments in relation to the restructuring proposals. In their response they had expressed some reservations about the creation of a trading company (MAGNI Co) and the role, composition, remit and powers of the MAGNI Centre Board. NIPSA's main area of concern however appeared to be the absence of an agreed "Staff Protocol" in relation to staff who may be redeployed as a result of the restructuring process. The Director of Operations said that a considerable amount of work had been undertaken in relation to the "Staff Protocol" by the Chief Executive and Director of Personnel and that there was considerable agreement on the draft document. However the two main areas of disagreement hinged around the equality agenda and the Director of Operations said that senior management would be seeking the advice of the Equality Commission to progress these issues. This item would therefore be one of the main items of discussion at the next meeting of the Staffing Committee.

Mr Shaw said that the final substantive item of discussion was the need to appoint an Equality Officer and it was the view of the Committee that this should be progressed as a matter of urgency to enable MAGNI to comply with its statutory obligations. Following a brief discussion the Executive agreed that this initiative would have to be taken forward in the short term despite MAGNI's funding restrictions.

4.2 Audit Committee

4.2.1 Approval of minutes of meeting held on 28 March 2003
Sir Kenneth Bloomfield, Chairman of the Audit Committee, advised the Board that a number of issues were debated in the presence of the Northern Ireland Audit Office (NIAO) and MAGNI's internal auditors, KPMG. Much of the meeting centred on the financial difficulties faced by MAGNI, as a result of merger, the consequence of which was a significant delay in the approval of the organisation's annual accounts for 1999/2000. Sir Kenneth Bloomfield said that the financial statement for 1999/2000 revealed an unflattering snapshot of MAGNI during that period. Audit Committee members had however received an assurance from Mrs Louise Mason, Director of the Northern Ireland Audit Office (NIAO) that the appropriate procedures required to eliminate the risk of fraud or financial irregularities had been put in place by the Director of Finance and her staff and commended their efforts. KPMG were also satisfied that the various historical income and expenditure issues had been addressed and were being brought under control.

Sir Kenneth Bloomfield invited the Director of Finance to speak to the 1999/2000 Financial Statement. Mrs O'Dowd explained that C&AG Certificate, issued by the NIAO, was not included with the accounts circulated to Board members but said that the Audit Committee had reviewed the certificate and were happy with its content. She advised the meeting that staff within the Operations Directorate were creating an inventory of fixed assets within the organisation that would assist with the completion of a fixed assets register. Once complete this would remove this particular qualification from the accounts. On behalf of the Board, Mr Neeson thanked Mrs O'Dowd and the Finance staff for their significant efforts during the past year. Sir Kenneth Bloomfield advised the meeting that the Audit Committee was therefore happy to recommend that the Chairman approve the 1999/2000 Financial Statement.
The Director of Finance was asked to give some indication as the likely date for the publication of the 2000/2001 and 2001/2002 Financial Statements. Mrs O'Dowd said that she hoped to present these statements to the Audit Committee over the summer period however this was only a provisional date as the existing qualification on the accounts meant that the management review stage of the NIAO's audit was more detailed.

MAGNI Corporate Governance - Risk Management Strategy March 2003
Sir Kenneth Bloomfield advised the meeting that following a risk management workshop with KPMG, significant progress had been made with the development of MAGNI's Risk Management Strategy. Key areas of risk had now been identified and were under continuous review and that the Board would look to senior management to progress this issue until the new Chief Executive took up post on 1 September 2003. During a brief discussion about the development of an acquisition policy, the Director of Operations advised the Board that a collections and acquisition policy was already in existence across the MAGNI sites however what did not exist was a strategy document that prioritised acquisitions albeit from a very limited budget. Mr McKee said there was an issue in relation to opportunism with regard to collecting that must be recognised and explained the impact of the move to undifferentiated grant- in aid on the funding available for acquisitions.

He said that in the reallocation of duties following the departure of the Chief Executive, he had taken on a watching brief in the area of collections management. Mr John Wilson, Head of Collections Management at the Ulster Museum had copied correspondence from re:source notifying him that MAGNI would only be provisionally registered under the Registration Scheme for Museums and Galleries, pending the updating of its acquisition and disposals policies in line with re:source guidelines. Although MAGNI was not required to comply with this directive until April 2004, he had asked Mr Wilson to bring a paper to the Board updating MAGNI's acquisitions and disposals policies, as a matter of urgency, to ensure that the organisation received its full registration in 2004.

The subject of acquisitions was discussed generally and some Board members expressed the view that MAGNI ought to be more pro-active in its collecting activities. The Director of Operations outlined the efforts of staff to acquire relevant items for the collections including contemporary material and material related to the last thirty-five years of political unrest in Northern Ireland. Recognising the concerns of the Board, the Director of Operations said he would ask the museum's curators to prepare a paper on the collections, setting out the museum's collecting priorities and the main issues associated with these priorities such as the effect of limited purchase funds, storage space etc.

Following the Board's approval of the draft Risk Management Strategy, the Chairman suggested that the minutes of the Risk Management Committee be forwarded automatically to the Audit Committee.

Accounting Officer Responsibilities - Interim Arrangements
The Chairman advised the Board that the Audit Committee had recommended, as part of the interim management arrangements and in the presence of senior NIAO staff, that the role of Accounting Officer be undertaken by Mrs Katrina O'Dowd, Director of Finance. The Chairman had written to the Department with this recommendation and although the Chairman had not received a written response, Mr Carson, Director of the Culture and Recreation Division at DCAL had indicated his approval verbally to this recommendation.

4.3 General Purposes and Finance Committee

4.3.1 Approval of minutes of meeting held on 28 March 2003
The Board of Trustees formally approved the minutes of the General Purposes and Finance Committee meeting held on 28 March 2003.

5. WHOWHATWHEREWHENWHY (W5)

5.1 Minutes of Board meeting held on 21 February 2003
The Board of Trustees noted the minutes of the W5 Board meeting held on 21 February 2003.

5.2 Minutes of W5 Board meeting held on 21 March 2003
The Board of Trustees noted the minutes of the W5 Board meeting held on 21 March 2003.

5.3 Verbal report of W5 Board meeting held on 15 April 2003
The Board of Trustees noted the verbal report, given by the Chairman Mr Dan Harvey, of the W5 Board meeting, held on 15 April 2003 under "Reserved Business" as it was deemed to contain commercially sensitive information.

6. BUSINESS OF CHAIRMAN

"On Board" Training
The Chairman referred to the proposed "On Board Training" for Board members provided through the Chief Executive's Forum and asked if it could be tailored to MAGNI's needs. The Committee Secretary agreed to contact CIPFA who provided the training to discuss the Chairman's proposal.

7. BUSINESS OF MAGNI EXECUTIVE

7.1 Executive Summary
The Chairman referred to this Executive Summary and asked if there were any queries arising from the report. The Director of Finance advised Board members that staff were currently working to the break-even programme outlined in the Business Plan. She said that DCAL was aware that the break-even programme was currently projecting a year-end deficit of around 300K and were providing support and assistance to MAGNI with its preparation of additional bids for submission in the forthcoming monitoring rounds. Following a brief discussion of MAGNI's financial position, the Director of Finance agreed to monitor the situation carefully. The Board of Trustees approved the Management Accounts to 31 January 2003.

The Chairman referred to the fact that the Director of Operations had secured a substantial reduction in MAGNI's insurance premium. The Director of Operations said he was disappointed that he had not been able to negotiate more sizeable reduction, as the increase to the premium had been significant. He said that although MAGNI's insurance broker was Marsh, which was one of the largest insurance brokerages in Northern Ireland representing most of the public authority bodies, it was likely that next year tender invitations would be sought for this sector of the organisation's financial expenditure. The Board noted that MAGNI was not unique in this situation and that DCAL had been made aware of the extent to which the insurance premiums had increased and their effect on the Business Plan.

7.2 Approval of MAGNI Financial Statements 1999/2000
The 1999/2000 Financial Statement was formally approved by the Chairman.

7.3 2003/2004 DCAL Funding
This item was covered under 7.1.

8. ANY OTHER BUSINESS

Bank Mandate-Variation to Standing Orders
The Chairman advised the Board of Trustees that Clause 18 of the Standing Orders which referred to the cheque and order signing authority for sums in excess of 5,000 required a minor amendment to take account of the fact that the new Chief Executive would not be in post until 1 September 2003. Clause 18 currently stated that "All cheques and orders for the payment of money for sums of 5,000 or more shall be signed by the Chief Executive or the Director of Finance and countersigned by an authorised officer or a Trustee". The Chairman sought the approval of the Board to the following temporary amendment "All cheques and orders for the payment of money for sums of 5,000 or more shall be signed by the Director of Development, Director of Operations or the Director of Finance and countersigned by an authorised officer or a Trustee". The Board of Trustees formally approved the temporary amendment to Clause 18 of the Standing Orders.

9. DATE, TIME AND VENUE OF NEXT MEETING

The date and time of the next meeting was set for 1030 hrs on 27 June 2003 at the Point Meeting Room in W5.

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