Board minutes - August 2020Published: 17 November 2020
Freedom of information class: How we take decisions
Board minutes and papers for August 2020.
Our board papers for August 2020 accompany these minutes.
|Chair||Jennifer Henderson, Keeper of the Registers of Scotland|
Janet Egdell, Accountable Officer |
Kenny Crawford, Business Development Director
Billy Harkness, Corporate Director
Chris Kerr, Registration and Policy Director
Deepa Mann-Kler, Non-Executive Director
Jayne Scott, Non-Executive Director/ARC Chair
Andrew Harvey, Non-Executive Director
Shrin Honap, Non-Executive Director
Andrew Miller, Non-Executive Director
Head of Finance (SW)|
Audit Scotland Audit Director (GS) Items 1 – 6)
Head of Risk and Information Governance (JM) – item 7
Enterprise Risk Manager (CI) – item 7
Interim Head of HR (CD) – item 11
Employee Relations Manager (SB) – item 11
Head of Business Intelligence & Analytics (CG) – item 18
Resource Planning Analyst (MW) – item 18
Reporting Analyst (GS) – item 18
|Secretariat||Head of Secretariat (LW)|
Introduction, apologies and declaration of interests
- The Keeper welcomed everyone to the August RoS Board meeting. A warm welcome was extended to the Audit Scotland Audit Director and introductions took place. No apologies were received.
- No declarations of interest were made, however, board members were reminded that they would be contacted by secretariat this month to do their annual update of the registers of interests.
- Shrin Honap, Non-Executive Director, agreed to be the Board observer.
- The Keeper noted that this would be the last board meeting for Jayne Scott and Shrin Honap as their Non-Executive Director contracts were coming to an end at the end of August 2020. The Keeper also noted that this would be the last board meeting for the Head of Finance, as he is due to retire in October.
Agenda items to be taken in private
- The board agreed that the following items would be taken in private:
- Item 4A - Audit and Risk Committee Update to the Board as publication may inhibit the free and frank provision of advice or exchange of views. (ARC minutes will be published)
- Item 4 H – Audit and Risk Committee Annual Report to the Board - publication may inhibit the free and frank provision of advice or exchange of views
- Item 5 – Audit Scotland Update (draft annual report tabled for the Board, final report will be linked to the published board papers)
- Item 6 – RoS Annual Report and Accounts (draft ARA tabled for the Board, final report will be linked to the published board papers)
- Item 7, Annex 1A – Detailed Key Risk Register and Annex 2 – Assurance Framework – due to sensitivities and to allow for the free and frank provision of advice or exchange of views
- Item 8.1 – KPI Data (already published externally – will link to the published board papers)
- Item 8.2, Annexes – Finance Update detailed annexes - due to commercial sensitivities and to allow for the free and frank provision of advice or exchange of views
- Item 12, Annex 1 – Full Board effectiveness review results - to allow for the free and frank provision of advice or exchange of views
- Item 17 – Fee Review Paper - due to commercial sensitivities and to allow for the free and frank provision of advice or exchange of views
- Item 18 – Business Intelligence and Analytics Scenario Assumptions paper - due to commercial sensitivities and to allow for the free and frank provision of advice or exchange of views
Minute of meeting previous meeting
- The minute of the meeting of 06 May 2020 was accepted as an accurate reflection of the meeting.
- The board agreed that the following actions are now closed: 3874, 4003, 4070, 4335, 4432, 4433, 4434 and 4435
- The board agreed that the following actions are ongoing: 3872 and 4336
- The board noted that we have a cohort of trained mental health first aiders who are available to be contacted in the new remote working environment. All managers have also attended mental health awareness training. The board noted that the Civil Service People Survey is due to be issued in October and has specific wellbeing questions included. Results will be cross checked with the results from last year to monitor any change.
- The board noted that decisions around furloughed colleagues were driven by who had the skills to do the work available and who had the equipment to be able to be connected remotely. HR colleagues have advised that further research has been carried out and found that there has been no disproportionate impact on any group of colleagues. The board noted that furloughed colleagues received 100% pay.
- The board questioned the long term strategy for RoS beyond transition and it was agreed that an update would be provided at an appropriate future Board meeting regarding the long term estates and workforce planning strategy.
Action: long term estates and workforce planning strategy to be added to an appropriate future Board agenda.
Audit and Risk Committee update
- The Audit and Risk Committee (ARC) Chair provided an update on the ARC meeting that took place on 10 February 2020.
- The board noted that the ARC had met five times since the last Board, in order to have shorter meetings in a remote environment and receive timely assurance during the initial crisis response, which the board were assured to hear. The board noted that the ARC minutes would be published externally alongside the Board papers.
- The board noted there had been a new SG internal audit team, who are working well and provided a number of additional assurance reviews in response to COVID.
- The board noted there had been revised guidance issued in Northern Ireland in regards to Whistleblowing and questioned whether the same applied in Scotland. It was noted that RoS’s policy follows the Cabinet Office template and it was agreed that the Corporate Director should get in touch with Cabinet Office to check if there had been any changes.
Action: Corporate Director to get in touch with the Cabinet Office to check if the Whistleblowing guidance has been updated.
- The board noted that in line with succession planning for the Head of Finance retiring, a Chief Finance Officer had been recruited and was due to start in September 2020.
- The board approved the updated Terms of Reference for the Audit and Risk Committee.
- The board thanked Jayne Scott for all her hard work and dedication as ARC Chair for the last few years and wished Andrew Harvey well going forward as he takes over as ARC Chair.
- The board thanked the ARC Chair for the update.
Audit and Risk Committee Annual Report
- The ARC Chair presented the ARC annual report to the board. The board noted a summary of the main business conducted by the ARC in 2019/20 and noted that RoS received an overall level of assurance for 2019 / 2020 of “reasonable assurance” from the Head of Internal Audit, which was pleasing given the audits were focussed on challenging areas where improvement may have been required.
- The board agreed it would be helpful to have visibility of the cyber resilience roadmap and it was agreed that the Corporate Director should provide a briefing session in November to share our maturity assessment and ongoing work from a technical and policy perspective.
Action: Corporate Director to provide a cyber-resilience briefing to NEDs in November, sharing the roadmap, maturity assessment and ongoing work from a technical and policy perspective.
- The board noted that some small updates to the paper were required as follows:
- 7.1 – ‘looking ahead to 2019-2020’ should be changed to ‘2020-2021’
- Paragraphs 4.2 to 4.3 should be taken out of square brackets
Action: Head of Secretariat to update the ARC Annual Report to the Board with the suggested amendment.
- The board noted that the ARC were of the view that Registers of Scotland has appropriate systems in place that are designed to give the RoS Board and Accountable Officer the necessary assurance in relation to the Governance Statement and annual report.
- The board also noted that the ARC is satisfied that the control environment is effective and an effective system of risk management is in operation; that financial management is conducted effectively and that reliance can be placed on the accuracy of the finance reports routinely presented to the RoS Board as well as the Annual Report and Accounts; that risk management is conducted effectively and will support the challenges ahead as a result of COVID 19 and that the ARC considers that it has an appropriate balance of skills and keeps its performance under constant review.
- The board thanked the ARC Chair for the update and once again thanked her for her time as committee Chair and wished her well as she stood down from this role.
Audit Scotland update
- The Audit Scotland Audit Director presented the 2019 – 2020 Annual Audit Report Covering Letter and Draft Annual Audit Report. The board noted the findings of the 2019 – 20 audit and it was highlighted that this had been a challenging time to be conducting audit activity (due to COVID-19) and it has been a remarkable achievement to have completed the audit work remotely.
- The Audit Director emphasised the importance of good governance and noted the changes RoS has made in response to COVID. The importance of transparency was also raised and the Audit Director noted the good progress at RoS and clear commitment to increase this further in the future.
- The board noted that Audit Scotland have a unique insight into how organisations have adjusted to remote working and will be able to share any key risks of this new environment and will be providing key questions to support Audit and Risk Committees to ask the right questions.
- The board thanked the Audit Scotland Audit Director for the comprehensive report and praised Audit Scotland, the RoS Finance team and the Accountable Officer for their hard work to complete this.
Annual Report and Accounts 2019-2020
- The board approved the Annual Report and Accounts 2019-2020 for signing by the Accountable Officer and thanked all those who worked hard to pull together such a great report during such challenging times.
Key Risk Register update
- The Head of Risk and Information Governance and Enterprise Risk Manager joined the meeting and provided an update on the Key Risk Register and Assurance Framework.
- The board agreed that the detailed key risk register should be withheld from publication (as the detail of the individual risk mitigations is sensitive information), but the covering paper will be published.
- The board had a discussion around Land Register Completion and agreed it would be helpful to have an update on this at the November board.
Action: Head of Registration and Policy to provide an update on LRC at the November board.
- The board noted the latest update and activity to date and thanked the Head of Risk and Information Governance and Enterprise Risk Manager for attending.
Review of KPI and Financial Data
- The Accountable Officer presented the latest KPI position for the first quarter of 2020-21. The board noted that all targets had been set before the Coronavirus crisis and we will be in a better position in September to be able to provide a fuller update on where we are and how we are going to reforecast to get back on track.
- The board questioned whether working from home has had any impact on quality. It was noted that more checks are being done on quality than usual and there is no evidence to suggest that home working is having any detrimental effect on quality at present.
- The board thanked the Accountable Officer for the update and noted the latest KPI position.
- The Head of Finance provided an update on the financial position, as detailed in the paper.
- The board noted there is an internally imposed recruitment ban at present, although a small number of essential roles are being filled that were planned for before COVID, including Chief Finance Officer and Product Managers.
- The board questioned whether there were any similarities to the 2007/8 financial crash and noted that they aren’t expected to be that similar and the current modelling, even on the lowest scenario, isn’t predicting as slow a return as the 2007/8 crash.
- The board noted the financial position and thanked the Head of Finance for the update.
Update on Coronavirus Transition Plans
- The Keeper presented an update on the coronavirus transition plans, as detailed in the paper. The board noted the current furlough position and agreed it would be helpful to be kept up to date on the status of furloughed colleagues and plans to bring them back from furlough.
Action: Keeper to keep NEDs updated on the status of furloughed colleagues.
- The board highlighted that the paper was very useful to understand the practical steps being put in place and the workstream leads provided a short update on the current challenges their workstreams are facing.
- The board stressed the importance of bringing productivity levels up and suggested it may be helpful to develop a KPI around productivity, ensuring it is easily measurable and understood.
- The board noted that the transition project board was set up to assist with getting the organisation back on track with the corporate plan. It was noted that what we do next will be factored into the corporate plan cycle at the November board meeting.
- The board thanked the Keeper for the update and noted that further updates would be provided to the board in due course.
Improving diversity and inclusion at RoS
- The interim Head of HR and Employee Relations Manager joined the RoS board and the Keeper provided an overview of the paper.
- The board were really pleased to see equality, diversity and inclusion (EDI) on the board agenda and highlighted that the papers were really useful. The board agreed that having a clear statement of purpose and why taking action on EDI is important for RoS is key, and agreed that focusing on this area at this time is the right thing to do and consistent with Civil Service values.
- The board agreed that the answers to the questions in the paper will need to be articulated at a leadership level and it will be a great opportunity for the Executive Management Team to engage with staff, as a lot of the answers can only be answered by colleagues within the organisation.
- The board highlighted that what RoS wants to achieve didn’t come out clearly enough in the paper itself and suggested the importance of identifying a small number of tangible things to deliver, breaking the work down into small deliverable chunks, delivering well and then progressing would be the best approach, rather than trying to deliver it all at once. The board agreed that as well as being clear what we want to achieve, it is important we have the resources and staff engagement to deliver. The board agreed that clear communications will be required.
- The board agreed that producing an EDI strategy in collaboration with RoS colleagues is key to success and collaboration could be done through staff networks. The board highlighted that giving colleagues work with tangible outcomes to develop this area is key to success.
- The Keeper highlighted that if any NEDs were keen to be involved in this work they should drop her an email to let her know and then further discussions would be had with interested NEDs, the Head of Employee Relations and the EMT to take forward and discuss how to progress this work based on the board feedback.
- The Keeper thanked the Interim Head of HR and Head of Employee Relations for attending and thanked everyone for the useful discussion.
Board effectiveness review results
- The board discussed the board effectiveness review results, as detailed in the paper. It was agreed that the points highlighted were good areas to work on and it would be helpful to come back to a future board with a detailed proposition on how to address the key points.
- The board agreed a meeting should be set up between the Keeper and Non-Executive Directors (NED) to discuss skills mapping and succession planning for NEDs.
Action: Keeper to bring back a detailed proposition on how to address the key points from the effectiveness review to a future board.
Action: Keeper to arrange a meeting with NEDs to discuss skills mapping and succession planning for NEDs.
Papers for noting
- The board noted the Terms of Reference and requested that Head of Finance is updated to state Chief Finance Officer, as per the recent appointment.
- The board noted the Governance Risk Discussion Tracker.
Board observer feedback
- Shrin Honap provided board observer feedback. The board noted that Shrin felt it was a good meeting which focussed on the right areas and the Equality, Diversity and Inclusion, transition and finance discussions were particularly good.
- Shrin felt that the number of board papers could have been reduced and it might be helpful to reduce the number of annexes and produce more succinct papers focussing on exactly what the paper is looking to achieve.
- Shrin highlighted that he understood that papers and agendas were written for publication using job titles, however, he advised that it would be helpful for NEDs to receive a copy of the agenda with paper author names in it.
Action: Head of Secretariat to prepare an agenda for NEDs containing paper author/presenter names for future board meetings.
- The board thanked Shrin for the feedback.
- The Business Development Director presented the fee review paper. The board agreed the recommended option (2) and stressed the importance of work starting as soon as possible to build a sustainable model where fees and costs are clearly and transparently balanced.
- It was agreed that conversations should be had with the Minister on principles and timings as soon as possible.
- The board thanked the Business Development Director for the update.
BIA scenarios workshop
- The Head of Business Intelligence and Analytics, Resource Planning Analyst and Reporting Analyst attended the board to provide an overview of how the BIA team do scenario planning.
- The board noted the range of assumptions for this year and next, from worst to best case scenario and agreed we would expect to be in the mid to upper half of the range presented.
- The board questioned whether there was scope to develop an algorithm that would help with real time forecasting and it was agreed RoS would take that away to consider.
Action: Accountable Officer and BIA team to consider whether there is scope to develop an algorithm that would help with real time forecasting.
- The board noted that the level of accuracy can vary and this is measured in percentage variance. It was agreed that the historical running rate of variance could be shared with NEDs by email.
Action: BIA team to share the forecasting accuracy percentage variance with NEDs by email.
- The board thanked the Head of Business Intelligence and Analytics, Resource Planning Analyst for the reassuring and informative update and agreed it would be helpful to include some forecasting slides in future financial updates to help understand how the figures have been developed.
Action: Accountable Officer to ensure there are forecasting slides included in future financial updates in order to better understand how the figures have been developed.
Any other business
- The board once again thanked Jayne, Shrin and the Head of Finance for their time on the board and wished them well for the future.
Date of next meeting
- 10 November 2020, via Skype.