Board minutes August 2018

Published: 26 November 2018
Freedom of information class: How we take decisions

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Chair   Jennifer Henderson, Keeper of the Registers of Scotland
Present Janet Egdell
Billy Harkness
Kenny Crawford
Deepa Mann-Kler
Jayne Scott   
Fiona Ross
Shrin Honap
In attendance Stephen Welham - item 5, 6, 7, 10 and 12
Stephen Boyle - item 1 - 9
Chris Kerr - item 11
Jo Roger - item 13
Claire Grant - item 13
Charles Keegan - item 14-16
Greg Urquhart - item 14 - 16
Fiona McKie - item 16
Ian Gillon - item 16
Jenny Mitchell - item 16
Apologies None
Secretariat Lucy Walker
Margaret Livingstone

Introduction, apologies and declaration of interests

1. Jennifer Henderson welcomed everyone to the August RoS Board meeting. Jennifer provided a particularly warm welcome to Stephen Boyle, Audit Scotland, at his first RoS Board meeting.  No apologies were received.

2. No declarations of interests were made.

3. Billy Harkness was nominated as the Board observer.

Minute of previous meeting

4. The  minute  of  the  meeting  of  09  May  2018  was  accepted  as  an accurate reflection of the meeting.

Action log

5. The board agreed that these actions are now closed:

2760, 2896, 2918, 2920, 2921, 2922, 2923, 2924, 2925, 2927, 2928, 2929, 2930, 2933, 2934, 2935, 2936, 2937.

6. The board agreed that these actions are ongoing:

2919, 2926, 2931, 2932.

Board approval of key documents

Annual Report and Accounts 17/18

7. Janet presented the annual report and accounts to the board for consideration.  Janet thanked the Non Executive Directors (NED) and Audit and Risk Committee Members for their input during the process.

8. The board commented that the formatting of the report was excellent and easy to read and the report itself provided an accurate reflection of 17/18 and therefore agreed that they were content to recommend that Janet sign the annual report and accounts as RoS accountable officer.

Audit Scotland update

2017-18 Annual Audit Report Covering Letter

9. Stephen Boyle thanked the board for allowing him to be present at this meeting and advised that it was an important part of his role to attend a board meeting during his 5-year appointment.

10. Stephen provided an overview of the annual report covering letter, which the board noted.

2017-18 Draft Annual Audit Report

11. Stephen talked the Board through the Annual Audit Report. The board noted that full management responses had been received and progress would be monitored.

12. The board thanked Stephen Boyle and the Audit Scotland Team for their hard work with the account and report preparation.

Audit Scotland Transparency Best Practice

13.    The board noted the Audit Scotland Transparency Best Practice document and had a further discussion on transparency in RoS later in the day.

Audit and risk annual report

14. Jayne presented the audit and risk annual report to the board, which summarised the  business activities over  the year. Jayne  highlighted the internal audit review summary and advised that the committee reflected that it had been an excellent year and no concerns were realised within the report.

15. Jayne thanked Stephen Welham and Stephen Boyle and the Audit Scotland team again for their hard work on the annual audit and annual report and accounts.

16. The board noted that one deep dive had taken place this year and the ARC planned to dedicate more time to deep dives next year.

17. Jayne   highlighted that an audit and risk committee review of effectiveness was taking place this month and the results will be reported back to the November board.

18. Jayne advised that the Keeper attended the last ARC meeting to provide an update on the RoS 2030 strategy and the ARC are very interested in the work and look forward to seeing the outcomes.

19. The board noted that after 10 years of internal audit services being provided by PWC, our internal auditors have now changed to the Scottish Government, which will provide a great opportunity for a fresh perspective and the board will be kept updated with how the transition is going.

20. The board thanked Jayne for the update.

Audit and Risk Committee (ARC) update

21. Jayne Scott provided an update on the August ARC meeting. The board noted that the meeting focussed on year end and the annual report and accounts and Jayne once again thanked the ARC and the auditors for their input into the report, which has allowed for final sign off at the board today.

22. Jayne highlighted the importance for NED and ARC members to meet once a year and suggested that other opportunities should be kept in mind for ARC and NED interaction, without compromise of roles.

23. The board thanked Jayne for the update.

Risk register update

24. Jim McConnell joined the board meeting and provided an update on the latest risk and issue tracker and the key risk response strategies and controls.

25. The board noted that the EMT have been working on the robustness of the set of controls and work is still ongoing with the risk owner and where there is a gap between the current level of risk and the target risk, decisions will need to be made around how ambitious we are to get to the target score.

26. The board discussed and agreed that it would be helpful for a paper to be created detailing RoS’s assessment of the brexit risk and any risk that could arise out of brexit that hasn’t already been considered, such as brexit plans of key suppliers and circulate to the board in advance of the November meeting.

27. The board agreed that it would be helpful to assess the risk culture in RoS and report back to a future board with a proposal.

28. The board agreed that it would also be useful to have a more explicit look at how we quantify opportunities and have a discussion at a future board.

29. The board discussed the monitoring and evaluating of the key risk response strategies and controls and agreed that the risk owner would be responsible for satisfying themselves that controls are in place and working and only new risks or exceptions would be reported to the board moving forward. In addition, Audit and Risk Committee deep dive results would be reported into the board to provide reassurance that controls are in place.

ONS risk

30. Janet Egdell provided an update on a new risk, which could potentially have significant impact on the current RoS Business Model. The board noted the work that has taken place to date and the four possible outcomes for RoS.

31. The board thanked Janet for the update and for the great work done to date.

Review of KPI data

32. Janet Egdell and Stephen Welham provided an update on the latest KPI dashboard, which is circulated to board members on a monthly basis.

33. The board noted the financial position and it was highlighted that discretionary spend was currently being reviewed and a clearer position will be available at the end of quarter two.

34. The board agreed that exception reporting and the balanced scorecard approach is helpful, however, felt that more information was required on the finances. It was agreed that moving forward, where finances are adrift, an explanation will be sent to board members in real time, out of committee, to provide an explanation as to what’s going on and what EMT have decided to do, in order to provide the board with an opportunity to comment.

35. The board noted that a fuller update on land register completion would be provided at the November board, with details around the target and approach.

36. The board thanked Janet and Stephen for the update.

Arrears update

37. Chris Kerr attended the Board to provide an update on the Arrear and explained the steps being taken to treat and eradicate it, with a view to having nothing older than two years by the end of quarter three and nothing older than one year by the end of quarter one 19/20.

38. The board noted that Chris had met with all registration staff who were largely supportive of the approach being taken to clear the arrear and the Keeper has been transparent in her internal town hall sessions and external speaking engagements about the approach to tackle the arrear, which has been well received.  The board noted that plans were in place to provide regular updates both internally and externally on progress and stressed the importance of reviewing the reputational risk regularly.

39. The  board  expressed  a  desire  to  see  a  target  date  for  arrear completion set at the earliest opportunity and stressed that there needs to be a balance between transformation work, arrear and business as usual and ensure messaging is clear to avoid effort being focussed to the detriment of transformation.

40. The board thanked Chris for the succinct paper and update and acknowledged the complexity of the challenge being tackled. It was agreed that an update on the arrear position would be included in the Keeper’s monthly update to NED’s.

Input to the fees review

41. Janet Egdell and Stephen Welham talked through the latest fee review and advised that this review is in line with the decision at a previous board to review biannually and the review period is not set in statute. The board agreed that the fees should be reviewed at least annually going forward, as proposed in the paper.

42. The board noted that the outcome of the fee review would become public once it has been through due process.

43. The board thanked Janet and Stephen for the update.

Strategic Workforce Plan (SWP) progress

44. Kenny Crawford, Jo Roger and Claire Grant provided an overview of the SWP progress on the assessment of workforce requirements to support RoS up to 2024, including timeline, next steps and November milestones. The  board noted  that  the toolkit is  now  in  place and planning work is underway for workshops to be held within the business to complete the high level workforce planning templates.   The board noted that representatives from the benefits, BIA and Finance teams were included in the workshops with the business areas to ensure that plans are aligned and the roll out plan would be reported back to the November board, including reasoning for the order.

45. The board stressed the importance of looking at ‘how’ we transition and to work through how we unblock potential challenges.   The board agreed it would be helpful to see an example of how an area will transition, detailing the before and after state, including financial implications, at the November board.

46. The board noted that the People at RoS Strategy would be presented to the November board, with clarity on how this fits with the SWP work.

47. The board stressed the importance of ensuring assumptions do not have optimism bias running through them and agreed this should be tested properly. The board highlighted the importance of ensuring the right management was in place to deliver and suggested that EMT would need to consider how to evaluate people’s ability to manage change.

48. The board thanked Kenny, Jo and Claire for this update.

Programme update and direction of travel

49. Charles Keegan provided an update on the business transformation programme and direction of travel.  The board noted that benefits tracking is improving and a benefits realisation strategy will be presented at an EMT meeting in the near future, which will further improve our ability to predict expected benefits.

50. The board discussed the financial requests and approved the following:

  • acceleration of private KIR
  • migration to the new cadastral map
  • improve TP registration process
  • finish off application create work

51. The board agreed that the hands free transaction work should be paused pending the service delivery work and reviewed again at the November board if still deemed appropriate.

52. The board stressed that the paper could have been clearer and noted that through the creation of an EMT investment board, there are plans in place to create an executive summary template to ensure that investment requests are consistent gong forward.

53. The board agreed that it would be helpful to see a summary of benefits, expenditure to date, risks around achieving benefits and track progress through the monitoring prepared for the EMT investment board.

54. The board thanked Charles for the update.

Service delivery for RoS

55. Kenny Crawford provided an overview of the service delivery paper and advised that work was underway to consider what becoming a truly customer focused service oriented business would entail.

56. The board noted that a service delivery team, made up of senior managers from across the business, has been tasked with defining those services, how they would be governed and what our new target operating model would look like.

57. The board noted that as this evolves, it is envisioned that there will be a portfolio of activities, made up of projects with defined scope and timescales primarily focused on internal needs, alongside a more agile service delivery model producing services built for our customers.

58. The board agreed that the service delivery team should continue this work for a further three months, with no budget other than senior manager’s time, and provide a paper to the November Board that demonstrates how the customer journey looks different when being delivered through a service vs the current journey experience.

59. The board thanked Kenny for the update.

Infrastructure investment in Meadowbank House (MBH)

60. Fiona McKie, Ian Gillon and Jenny Mitchell joined the meeting and talked through the MBH investment business case.  The board noted that the review of MBH is the next step to become a fully smart working organisation, which will drive efficiency and effectiveness in the workplace by encouraging greater flexibility and collaboration between colleagues and will support RoS in our efforts to be an agile and sustainable business.

61. The board noted that smart working was on the agenda of both the civil service across Scotland and the UK and is best practice in office design generally, delivering efficiencies and savings in operational costs.

62. The board noted that a utilisation survey of MBH found that, based on current staffing levels, RoS only requires 50% of the space currently occupied. As business transformation continues, we expect to require significantly less office space in Edinburgh, as reflected in the headcount projections detailed in the Corporate Plan 2018-2021, further supporting the proposal to condense our occupied floor space.

63. The board noted the benefits, payback period and opportunities of the proposal and approved the business case.

64. The board thanked Fiona, Ian and Jenny for joining the meeting.

Big Picture update

65. Billy  Harkness  provided  an  update  on  the  upcoming  Big  Picture sessions and highlighted that draft script, finalised video and session dates would be shared with Non-Executive Directors in advance of the sessions starting and we would welcome NED attendance at any of the sessions.

66. The board noted that a paper would be presented at the November meeting with feedback from the sessions and the roll out plan for future engagement.

Future board meeting frequency

67. The board discussed the frequency of board meetings and noted that the Keeper would consider the timetable for board meetings in 2019, with a view to creating more frequent meeting opportunities.


68. The board discussed transparency and agreed that RoS are transparent in the role that we do and already do a lot of customer facing work, however, more thought is required around the transparency of decision making.

69. The board discussed the possibility of inviting specific stakeholders to Board meetings for items of interest and agreed that further thought and some benchmarking is required and a paper should be brought to the November meeting for further discussion.

Board terms of reference

70. The Board were content with the updated Terms of Reference and noted that these would be reviewed further if any decisions are made around transparency.

Audit and Risk Committee Minutes - May 2018

71.  The board noted the Audit and Risk Committee Minutes.

Board agenda planner

72. The Board noted the agenda planner.

Board observer feedback

73. Billy Harkness advised that there had been some useful and interesting debates and discussions throughout the meeting and there was impressive time management from the Chair to bring the meeting back in line with the agenda timings, however, suggested that where discussions are delving into great detail, they may benefit from being held outwith the meeting in future.

74. Billy highlighted that the excellent challenge on the various topics being discussed demonstrated a real passion from Board members for the work we are doing.

75. Overall, Billy was impressed with the effective chairing of the meeting, which allowed everyone an opportunity to input into the discussions and provided clear summarisation of discussions at the end of each agenda item.

76. Fiona Ross volunteered to be the board observer at the November meeting.

Any other business

77.  No other business was discussed.

Date of next meeting

78. The board noted that the next meeting was scheduled to take place on 21st and 22nd November and an agenda would be created at the earliest opportunity to determine whether this would be a one or two day board.

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