Culture Company Board Meeting May 2011

08/11/2011

Minutes of the meeting of the Board of Culture Company 2013 Held Exchange House Ilex on Tuesday 17 May 2011 at 3.00pm

Minutes of the meeting of the Board of Culture Company 2013
Held Exchange House Ilex on Tuesday 17 May 2011 at 3.00pm

PRESENT:       
Martin Bradley (MB - Chair), Aideen McGinley (AMcG), Ana Leddy (AL), Anna Cutler (AC), Brett Hannam (BH), Brian Dougherty (BD), Charles Lamberton (CL), Claire McColgan (CMcC), Declan McGonagle (DMcG), Drew Thompson (DT), Gerard Diver (GD), John Meehan (JM), Maeve McLaughlin (MMcL), Michael Cooper (MC), Roisin McDonough (RMcD),

IN ATTENDANCE:
Shona McCarthy (SMcC - CEO)
Oonagh McGillion (OMcG - Interim Director)
Mary McNamee (MMcN – Board Business Manager)

        ACTION
1 WELCOME
The Chair opened the meeting by welcoming all and led a round of introductions.

2APOLOGIES: 
Apologies were received from Mary Hamilton.

3 CHAIRMAN’S BUSINESS:  (agenda item 4 – taken as first order of business)
3.1 Memorandum & Articles of Association
Draft M&A had been circulated for review and comment. Members agreed to revise Article 45 in respect of meeting quorum to 9 (50%+1) to include at least 4 Nominated Directors and 5 Ordinary Directors.  Articles 28, 31 and 32 are also to be revised to reflect membership number of 16 and wording in respect of expenses payable. Directors are to advise directly of any further revisions required.

3.2 Nomination of Directors
9 Ordinary Directors were appointed on a proposal from Gerard Diver seconded by Maeve McLaughlin.

3.3 Nomination of Secretary
Martin Bradley proposed and Aideen McGinley seconded that the Company Director of Operations would act as Company Secretary.

3.4 Insurance
Martin Bradley sought and received Board approval to investigate purchase of indemnity insurance for members.

3.5 Banking Services
A tender for provision of Company banking services was issued today and closes on 27th May 2011. Directors delegated the decision in respect of bank of choice to the Chair and CEO and approved both as account signatories.

3.6 Outline Business Plan
The CEO intends to present an outline Business Plan at the next Board meeting to include full revenue details.                       
Roisin McDonough to provide copy of ACNI delegated authority scheme for reference.           

3.7 Board Meetings’ Timetable
Directors agreed to hold meetings every 6 weeks. A schedule of 2011 dates on Mondays at 3.00pm is to be circulated.

3.8 Board Planning Day
A proposal for a Board Planning Day was tabled – copy at Appendix 1 – and agreed for 27 June to run in tandem with a Board meeting. The Board Planning day is to include a purposeful inquiry into the bid pledges and key content and themes, expectations of board and executive, media, public profile and representation, governance and board business.
The day will also identify Board sub-committees eg Marketing, Finance, Communications etc.

3.9 Programme Review Day
A day is proposed for early September to review the core programme. The Board noted the October Cultural Olympiad announcement date and the World Travel Market date in November and need to position City of Culture programme announcements appropriately to maximise impact.

3.10 Board Papers/Communications
Papers are to be circulated electronically 3 days in advance of meetings.
An e-update is to be circulated with key dates for Board attendance.
Digital communications including the website, Facebook and other social networking sites are to be a key focus.

4 Minutes of interim Board meeting of 15 March.

The minutes of the interim Board meeting of 15 March 2011 were adopted with an amendment to Para 2 to reflect that Scenario 4 is brought forward for market testing. The minute was approved by the Board and an updated copy, including the amendment , was signed by the Chair.
Matters Arising
-MC asked for an update on community information points – MB advised that existing venues were to be used.
-CL asked for the Neighbourhood Engagement report.
-AC noted £1.2m of CoC budget allocated to ‘Clipper’ and asked what Clipper was.  JM confirmed that this £1.2m forms part of the DCC £3.8m pledge and undertook to provide updates to Board going forward. CL expressed concern that this amount had been earmarked. JM advised that OFMDFM had been approached for funding support for this venture.
-MB proposed writing to DCAL Minister and NI Executive to seek early meeting to pursue funding opportunities.
-Capital Fund – AMcG updated on this fund the community element of which is being administered by Ilex. 116 applications were received of which 46 have been recommended for progression to Economic Appraisal. It is anticipated that the maximum recommended funding amount available per applicant will be £300K. The assessment panel was comprised of representatives of DSD, Ilex, ACNI, NITB and CC2013. The remaining element of the fund is being administered by DSD in collaboration with the DRD’s CCI (City Centre Initiative – City Centre Management Company) for delivery of public realm schemes on the waterfront, restoration of shop fronts – Restore scheme - and for venues. The scheme has generated significant interest and the importance of managing communications particularly with disappointed applicants was highlighted.
The process has served to identify the quantum of interest and need and presents opportunities to signpost applicants to charitable foundations and other philanthropic organisations for support.

5 Executive Report

5.1 Management & Administration
Highlight Items
Members agreed to a proposal to pursue charitable status for the Company.
Recruitment – interviews have taken place and positions offered for PA to CEO and Chair and Board Business Manager. Interviews for Directors of Marketing & Communications and Operations are scheduled for 25 and 26 May and for Senior Programmers for 2nd June with selection of Programmers to involve successful Senior Programmer appointments. 
BT infrastructure is to be installed in Building 71 Ebrington imminently, to enable Company operations there from the beginning of June.
Culture Company is currently reviewing the Culture Office with the intention of retaining a city centre presence.
An outline Business Plan will be presented to the Board for consultation at its next meeting to include a breakdown chart of all partner roles and responsibilities.

5.2 Cultural Programme
The CEO highlighted 4 main ways the cultural programme will be delivered:
•    Direct commissioning
•    A proactive neighbourhood and schools’ activation process
•    A partnership approach
•    Projects that will happen anyway but seek brand approval and CC backing but with zero cost to CC.

A visual to include the programme calendar to date is to be included at future board meetings.                       
Members discussed the importance of transparency in developing the programme elements and the Cultural Olympiad model was cited as a best practice example (CMcC). Processes need to be clearly communicated and applied to safeguard the programme’s integrity (DMcG). 
Funding opportunities potentially available from Charitable Foundations funds which are undersubscribed for quality NI applications as well as the Arts Fund were highlighted (SMcC/DMcG).
JM highlighted the important legacy role of Derry~Londonderry in delivering the inaugural UK City of Culture model.

5.3 Physical Infrastructure – dealt with under matters arising from minutes

5.4 Corporate Engagement
CL sought clarity on the relationship between the CET (Corporate Engagement Team) and CC2013 and was assured of its accountability to CC2013.
BD raised the role of the Diaspora.
SMcC emphasised the need to develop relationships beyond logos and that journalists need to be proactively engaged.
MMcL highlighted European funding opportunities available and highlighted the work of BCC’s Laura Leonard on placement in Ilex in profiling funds. SMcC undertook to have European Funding information and deadlines posted on the City of Culture website.    
JM highlighted a Derry/Donegal Cultural Tourism workshop which will produce a report accessible to CC2013.

5.5 Marketing & Communications
Digital and new media will be the priority tasks
The Awen logo has emerged as the most popular logo with the DCMS concentric Cs logo to be used in official documentation.
Community brand-test meetings are to be re-convened following reports from CL and MMcL that they had not received invitations to sessions in their respective areas.

6 DCC Update
JM reported that SLAs with CC2013 are currently being drafted and will be available for next meeting.  Briefings to the CC Board on Physical Infrastructure Group developments are to be provided going forward.

7 Ilex Update
AMcG reported that the City’s Regeneration Plan ‘One City One Plan One Voice’ will go to the sponsor Ministers in the next weeks and will be formally launched in June (copies will be available to directors).
City of Culture is one of the Plan’s 11 catalyst projects.
MMcL commended the work of the Sectoral Working Groups (SWGs) and highlighted the particular relevance of the City Assets Group in capturing information on Accommodation facilities.

Date of next meeting - 27 June at 9.30am, venue to be confirmed.

The meeting finished at 17:40. 

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