Board decisions: February 2020

Minutes of the Board of Trustees meeting on 17 February 2020 at National Army Museum, Royal Hospital Road, London, SW3 4HT.


  • Rene Olivieri (Chair)
  • Maria Adebowale-Schwarte
  • Jim Dixon
  • Sarah Flannigan
  • Perdita Hunt
  • Ray McFarlane
  • David Stocker


  • Kay Andrews
  • Isabel Hunt


  • Demmy Adewole
  • Colin Bailey
  • Eilish McGuinness

Attending (for presentation):

  • Jon Armstrong
  • Drew Bennellick
  • Jake Eliot
  • Vanessa Wells
  • Araba Webber
  • Anne Young


Rene Olivieri, the newly appointed interim Chair, welcomed everyone to the meeting.

Apologies had been received from Kay Andrews.

1. Minutes of the Board meeting on 29 October 2019 and matters arising

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The minutes were agreed to be a true account of the meeting and signed by the Chair, following some minor amendments.

2. Declarations of interest


David Stocker declared a conflict of interest concerning item 14, Protecting the Stonehenge Landscape. David is on the council of the National Trust, the applicant, and had been involved in discussions relating to the project in that capacity.

Perdita Hunt also declared a potential interest in item 14. She serves as a volunteer on the advisory Committee for Collections and Interpretation for the National Trust. She had not been involved in discussions relating to the Stonehenge project in her capacity in this role. This was not deemed to be a conflict.

3. Chair's Report

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Rene Olivieri presented the Chair's report in which he outlined the meetings and events he had attended in his first month as Chair and his plans for the coming month.

4. Chief Executive's Report and Corporate Update

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Eilish McGuinness, Executive Director of Business Delivery, provided an update on corporate activity.

Items for decision


The following item was presented to the Board for decision:

  • Delegation of the permission to solicit applications from the Board to the Executive Team.

Eilish McGuinness explained that following discussion of delivery mechanisms for campaigns last year, the Director of Legal and Governance recommended the development of internal handling guidance for solicited applications and an external policy statement on solicitation to be placed on the Fund's website. This draws heavily from DCMS' guidance and has now been agreed by the Executive Team.

Solicitation had been previously used by The Fund on approval of the Board, and the Executive asked the Board to delegate the power to the Executive team in the future for the reasons of practicality and flexibility.

The Board considered the proposals and raised some issues around: the frequency and use of this ability to delegate by the Executive, the possible loss of oversight for the Board in relation to such applications and a possible view that the process had become less transparent, the perceived difficulty in rejecting solicited applications, and the Board asked for clarity around the strategic context.

Eilish McGuinness explained that the solicitation would be focused on deprived areas where there was less access to funding. The facilitation process would help create awareness of the availability of funding and encourage more projects.

The Board asked if this decision could be deferred to the next meeting for the Executive to provide more detail on the process of solicitation.  

Items for information

Innovation and new business

Eilish McGuinness gave a summary of a range of activities taking place alongside The Fund's main SFF business, new structure, funding framework, and Corporate Strategy. Many of the initial ideas came from Country and Area teams, such as the Welsh Government proposals. Others are opportunities presented via DCMS/UK Government, which are strategically important or allow The Fund to add resource to areas we wish to build on, such as the Youth Accelerator Fund or nature. Such activity involves working across all Departments and necessarily involves resource commitment, which is additional to budgeted Departmental Plans.

The Board also requested that the Audit and risk committee discuss project-specific risks in relation to these items.

Strategic collaboration and partnerships: Place

Eilish McGuinness explained that The Fund is currently involved in a number of initiatives focused on places, in partnership with other DCMS Arms' Length Bodies, National Lottery distributors and UK governments. These include the High street Heritage Action Zone Cultural Programme, the Ministry for Housing, Communities and Local Government  Towns Fund, which has committed £3.6bn to 100 towns in England for infrastructure development, the Scottish Town Centre Fund and the Wales Transforming Towns package.


Eilish McGuinness gave the Board an update of the ongoing work as part of the Digital Skills for Heritage campaign. She explained that there would be a possible change to the delivery of Tranche 1 – originally signed off by the Board in May 2019 as "£100,000 for a 'How Digital Can Help You' outreach programme aimed at smaller organisations." The delivery had been more challenging than expected. The investment had been rolled over into 2020/21, and there was a possibility of a new approach being developed in 2020.  

Eilish McGuinness went further to give an update on the Resilience: Enterprise Development and Business Support Funding campaign. 17 Expressions of Interest were received across both strands. Following a sift panel in January, ten applications were expected, four for Enterprise Development, and six for Business Support. BII would be working with the North team for the assessment of applications on behalf of all territories, with input from the other areas and countries. Final decisions would be made by a delegated panel on 23 March. The campaign was expected to be launched in early April.

The Board commended the ongoing work and asked the Executive to continue to share learnings on this type of work with the Board where possible.

Heritage Horizon Awards – in confidence

Eilish McGuinness explained that the Expression of Interest phase of the Heritage Horizon Awards grants over £5m had been completed, and 12 projects had been selected to move forward and submit a development application in November 2020.

The Board commented on the excellent planning and preparation culminating in the delivery of the panel days. The Board also highlighted the need for the projects selected under this funding award to be focused on The Fund's goal of sector leadership.

Current departmental issues for discussion

Each executive director presented a slide explaining their key departmental issues.

Eilish McGuiness, Executive Director, Business Delivery:

  • SFB – embedding the new structure, has it settled; bedding down large geographical areas; working across departments

  • UK vs Countries and England

  • Resources – morale; working at right level; need to embed more 'what can I offer' rather than 'here's my ask'  
  • Recruitment – BD senior staff; BII posts; Committee; Trustees  
  • Institutional Memory/Heritage understanding  
  • Workload pressures – perception and reality  
  • Core business vs New Opportunities  
  • Speed of Travel – keeping everyone 'on board' especially when having to progress at speed in some areas, such as  Campaigns. External and internal feedback is that opportunities are welcome but seem to be at speed and the sector feel stressed about having to act to grab those opportunities.  
  • Project management/planning across departments: need to work to prioritise and manage projects better; co-produce projects/campaigns with BII and BS colleagues. We get things done but we could do things better and involve our organisation and sector more  
  • Internal Communications – across the organisation but also across BD – consistency of process/handling/team management/roles. More challenging given that now a more dispersed and delegated structure.  
  • External Communications - stakeholder engagement and external visibility.  New structure less clear or has not yet landed.  Priority is stakeholder engagement, including clarity about who engaging from staff to trustees and committees.  
  • Investment Management System  
  • Brand

Colin Bailey, Executive Director Business Delivery:

  • What financial and business data, information, and measures do the Board want for next year after FSRC ends, and with what frequency?  
  • Key financial indicators (as now)  
  • Income and income risk assessments (as now)  
  • Management accounts and analysis  
  • Staffing data – core data, staff, diversity/equality, recruitment/churn, etc.  
  • Staff engagement survey results  
  • HR, Estates, Finance and IT functional performance data sets  
  • Environmental sustainability data for ourselves  
  • Functional Strategies (IT, Estates, HR, Finance, Procurement etc.) refresh – how do the Board want to engage/get involved?  
  • Information Governance changes – new roles like Information Asset Owners, App road-mapping, investment cycle, data strategy – how do the Board want to engage/get involved?  
  • Holbein Place – ongoing dilapidations negotiations

Anne Young, Director of Strategy, on behalf of Isabel Hunt, Executive Director, Business Innovation & Insight

Discussion points:

  • Post-reshuffle public affairs work: we are mapping our wider relationships in Whitehall (DEFRA, MHCLG) with the aim of broadening our influence: where do the trustees believe we should focus first?
  • Developing our data and analytics approach: how do the Board wish to contribute to this work?
  • New business: Having agreed a pilot to administer grants for the Welsh Government, do the trustees have views on prioritising new business work (administration of other's grants vs. developing a consultancy offer for example)
  • National Lottery Heritage Fund brand: we have commissioned consultancy support to complete the branding work that was delivered in 2018 as part of the name change and launch of the SFF. We have the opportunity to review how the new name should be used – have the trustees any examples of organisations who have done this well that they can share?

5. Governance Review  - In confidence

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Colin Bailey, Executive Director Business Delivery, presented the Trustee remuneration proposals to the Board. He explained that the aim was to re-align Trustee remuneration in accordance with the Governance Review recommendation and within a set cost envelope/cap that will help manage expectations within DCMS.

The Board commented on the position of the English Chairs within the proposed structure, and the fact that they do not seem to be competitive.

Colin Bailey explained that these figures would be reviewed in two to three years' time in the context of the changing political landscape.  

The Board endorsed the remuneration proposals.

The Board also endorsed the Terms of Reference, Trustee and Senior Independent Trustee role profiles, and committee skills matrix.

The Board asked that the Terms of Reference should allow for virtual attendance to  be recognised, that trustees should be expected to sit on other committees where applicable as part of their role and that representation of the Board by Trustees should be explicit in the role profile. Likewise, the Committee skills matrix should be explicit in explaining the level of skill required from each Committee member and the Committee as a whole.

6. Corporate strategy and business plan update

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Araba Webber, Head of Strategy, and Anne Young, Director of Strategy, presented the Corporate strategy to the Board.

Araba updated the Board on the proposed outline for the refresh, particularly the draft vision, narrative and outcomes. The proposals reflected the Trustees' comments at the December Board meeting, discussions with the Strategy and Performance Group, and Executive team as well as feedback from staff in different teams across the organisation.

The proposed key outcomes were as follows:

  1. Maximise the impact and value of heritage as a powerful and positive force on people's lives, places across the UK, and our environment.
  2. Our investment, operations, and partnerships will drive action to tackle the climate and ecological emergency.
  3. Heritage will involve a wider range of people and be a safe space to explore our past and create a better understanding for our present and future.
  4. The UK's heritage will in a strong position to take advantage of opportunities and respond to challenges by being enterprising, forward-looking, and adaptable.
  5. Our people will be supported and empowered to deliver the changes we want to see.

Colin Bailey gave the Board an update on business planning and explained that the Administration and Investment budgets would be presented to the Board at its March meeting.

7. Values and behaviours   

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Colin Bailey presented the values and behaviours update. He explained that the Culture Change Team had designed and launched a Waggl link for staff to rank the longlist of behaviours as part of the Values refresh, supported by an engaging communications programme. The Executive would approve the final shortlist which HR and Governance colleagues then take forward into the behavioural framework and associated workstreams.

8. GEMS outage report

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The Chair explained the purpose of the report and the creation of a sub group of Trustees and Executive. He asked the Board to delegate responsibility for completing the actions listed in the report to this group. The Board agreed.

Colin Bailey explained that an action plan had been worked up following the report. Data migration from GEMS, business continuity planning and process mapping, engagement and communications with staff, resourcing; what does the organisation need and supplier management. This will be worked through in the action plan and will be brought back to the Board.

9. Stakeholder engagement

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Jake Elliot, Head of Policy and Jon Armstrong, Head of Public Affairs and Stakeholder Engagement, presented the stakeholder engagement proposals to the Board.

Jake explained that this was an emerging strategy focused on building on the successful engagement that already takes place at the Fund,  and putting in the right processes and structure to make our engagement more effective and impactful.

From consultation, it had been expressed that engagement on the ground by the Fund needed to be more linked effectively to corporate/strategic engagement.

Likewise, staff also felt that The Fund was often late to joining the discussion about joint work and funding opportunities leading to weaker partnerships.

The purpose of this strategy would be to make the best use of the Fund's existing relationships, invest in joint opportunities, and take the opportunity to be a sector leader where possible.

Jon Armstrong explained to the Board the current position of the Fund in terms of favourability with current stakeholders, which was positive in the context of similar organisations. He added that the first phase of this would be to engage with all relevant people across the organisation, including Trustees and committee members, holding mapping and prioritisation workshops, and producing a strategy report and recommendations. This would also be supplemented by putting in place various processes and building assets such as data reports, briefings, and messaging.  

The Board noted the proposals and also made the following comments:

  • That the mapping exercise should not only identify The Fund's relationship with stakeholders but the relationships they have with each other.
  • The Fund should adopt a more business-like approach and ensure that the "offer" and "ask" are clear.
  • There should also be an identification of stakeholders that pose the organisation a threat.
  • The ultimate goal for the engagement should be how we engage for the good of the wider sector as a whole; this should always remain the focus of the process.
  • That the engagement proposals should ensure that the lottery player is also considered throughout.

10. Environmental deep dive

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Drew Bennellick, Head of Land and Nature Policy UK, presented to the Board a draft response to the climate and ecological emergencies.

The proposals presented had been developed through internal engagement and input from a number of external sustainability experts, however, would require further collaborative work as part of any implementation.

The next step will be to engage staff in a wider sustainability conversation (as some of the recommendations will require policy and behavioural changes) and engagement with other external stakeholders and expert groups (such as the cross-Whitehall Sustainability network and cross-Lottery distributor sustainability group).

Drew explained that this issue would be addressed in a three-point plan:

  1. leading by example
  2. drive faster change through investments
  3. establish our convening and leadership role

To lead by example, Drew Bennellick pointed to some key areas where The Fund could improve in this area, i.e., reducing air travel and switching to train bus and electric vehicles where practical, among other suggestions. Likewise, to make changes through investment, the organisation could test the impact of the current investment approach, asking key questions to ensure that projects are making a positive difference environmentally.

The Board noted the report and commented on the following:

  • The Fund should be creating new awards for environmental work as well as being a sponsor
  • that there should be some thought given to triple bottom line reporting, which would also measure environmental impact alongside the more conventional metrics

11. Board away day

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The Chair explained the purpose of the away day in May; it would be held as a brainstorming exercise, led by an external facilitator to help the Board on developing strategy. More details would be shared with Trustees ahead of the meeting.  

National Heritage Memorial Fund

12. NHMF report  

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Vanessa Wells, Senior NHMF Manager, presented the NHMF report. She highlighted that the application for the project on Paul Sandby's views of Wales had been received and would be presented to the Board at its March meeting. Vanessa also stated that there was a possibility that additional funding would be required for the Prospect Cottage. The public campaign was seen to be generating a lot of public interest.

13. Protecting the Stonehenge Landscape

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David Stocker left the room for this discussion.

Applicant: National Trust

Request: Grant of £800,000 (24%)

Project: National Trust (NT) seeks funding to acquire land rights within the Stonehenge World Heritage Site (WHS), they have the rare opportunity to secure 168 hectares containing 61 archaeological sites, including a substantial part of the Stonehenge Avenue, all under extreme risk of loss due to ploughing.

The NHMF Panel recommended the pre-application as a HIGH priority to proceed to full application to the Board.

The Board highlighted:

  • The application was of outstanding international and national importance, highly complex and of timely and very sensitive nature.
  • Percentage being asked from the NHMF is lower than expected.
  • The Board considered the possible political and public perception implications of the A303 tunnel proposals.
  • That the Purchase will enable the land to be restored to chalk grassland, a priority lowland habitat, achieving significant biodiversity and nature conservation gains. It will also enable open public access for the first time to this part of the Stonehenge Landscape.

The Board AWARDED a grant of £800,000 (24%)

14. Joint acquisition by Tate and Kettle's Yard of three sketchbooks by Alfred Wallis

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Applicant: Tate

Request: Grant of £371,700 (59%)

Project: Tate and Kettle's Yard wish to acquire three sketchbooks by the artist Alfred Wallis (1855-1942). The sketchbooks, Grey Book, Lion Book and Castle Book, are the only complete Wallis sketchbooks known to have survived. They were completed close to the end of Wallis' life and represent a departure from his usual technique and materials.

The NHMF Panel agreed the application represented a HIGH priority for support by the Board

The Board highlighted:

  • That the three sketchbooks were at risk as they had the potential to be sold as single works as was the case with Wallis' other sketchbooks.
  • That these three sketchbooks were considered important to the artist's story as the only complete Alfred Wallis sketchbooks known to survive.

The Board AWARDED a grant of £371,700 (59%)

15.  Any other business


Claire Feehily, Chair of the Audit Committee, updated the Board on the last Audit Committee meeting. Claire outlined the key topics discussed in the meeting, which touch on the following areas: Updates on the internal and external audit, the 'Shaping our Future Business' lessons learned report, risk management, cybersecurity accreditation, and the GEMS outage review. All of these topics would be covered in the ARC report to the Board at the March meeting.