Board minutes - May 2020

Published: 26 August 2020
Freedom of information class: How we take decisions

Board minutes and papers for May 2020.

Our board papers for May 2020 accompany these minutes.

Chair Jennifer Henderson, Keeper of the Registers of Scotland
Present 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        
In attendance Head of Finance (SW)
Head of Risk and Information Governance (JM) - item 8
Head of Procurement and Estates (EM) - item 10
Apologies None
Secretariat Head of Secretariat (LW)

Introduction, apologies and declaration of interests

1. The Keeper welcomed everyone to the May RoS Board meeting.  No apologies were received.

2. The board noted that due to the ongoing COVID-19 situation, this meeting was taking place over skype and a survey would be circulated following the meeting to gather any feedback/areas of improvement, to help shape future virtual meetings.

3. The Business Development Director agreed to be the Board observer.

Agenda items to be taken in private

4. The board agreed that the following items would be taken in private:

Item 5 (Audit Update) – the formal approved minutes of the Audit and Risk Committee (ARC) meetings will be published alongside the Board papers starting at the next meeting in August, however, it was agreed that the written summary from the ARC Chair to the board should be taken in private as publication may inhibit the free and frank provision of advice or exchange of views.

Item 6 (Summary of Performance and Financials vs FY19/20) – taken in private as the end year financials are still being finalised and the final position will be made publicly available within our Annual Report and Accounts when published.

Item 13A – Financial Scenarios – taken in private due to commercial sensitivities and to allow for the free and frank provision of advice or exchange of views.

Minute of meeting previous meeting


5. The minute of the meeting of 25 February 2020 was accepted as an accurate reflection of the meeting.

Action log


6. The board agreed that the following actions are now closed:

3980, 3985 and 4080.

7. The board agreed that the following actions are ongoing:

3872, 3874, 4003, 4070, 4335 and 4336.

Audit update


8. The Audit and Risk Committee (ARC) Chair provided an update on the ARC meeting that took place on 10 February 2020.

9. The board noted that the ARC met twice in April, after deciding it was best to have more regular, shorter meetings at this time.  The board noted that RoS received reasonable assurance from internal auditors for the financial year 19/20 and noted thanks to all the teams involved for their hard work in achieving this rating.

10. The board noted that external auditors (Audit Scotland) also produced a good report at the latest meeting, with no substantial items or issues raised.  The board thanked all teams involved for the positive result.

11. The board noted that there has been a change in internal audit personnel and the ARC have found the new team to be proactive, accommodating and have provided good, timely support whilst RoS have been bringing in new digital systems.

12. The board noted that the ARC also carried out a deep dive into finances, looking at risks and situations, which has been useful to do ahead of board discussions later in the day.

13. The board noted that work is ongoing to prepare the Annual Report and Accounts and Audit Scotland are providing advice regarding whether COVID-19 should be mentioned in the report for 19-20.

14. The board questioned the limited assurance received for the performance management and development report, however, noted that this result was due to lack of consistency of completion of end year reviews across the organisation.  The board noted that there had also been a pilot earlier in the year with selected business areas testing a change of approach to end year reviews, which had caused confusion amongst colleagues, who no longer thought completion was mandatory.  The board took comfort that this is being closely monitored by ARC and an EMT member had been allocated as being responsible for improving this area.

15. The board thanked the ARC Chair for the update.

Summary of performance and financials vs FY19/20


16. The Accountable Officer and the Head of Finance provided an update on the business and financial performance for the financial year 19/20.  The board noted that the Key Performance Indicators (KPI) were in a fairly settled position, however the accounts were still being audited and accruals are being gathered.

17. The board noted that we set ourselves some challenging KPI’s at the start of the year and as a result we have made less progress than we wanted to under completing the Land Register and Invest in our People.  We have, however, progressed as expected under innovative provision of land and property data and develop and deliver digital improvements.

18. The board noted that under the first objective, to complete the land register, we had expected to have made more progress with the land mass completed, clearing the backlog of cases and the application quality measure. We have achieved expectations in terms of turning around new applications within the service standard, and data quality in terms of individual data points.

19. The board noted that we made better progress under the KPIs aligned to the second objective, leading on the innovative provision of land and property data. Our IT services have been fully available, unit costs for the main statutory products have reduced and the return on non-statutory products has exceeded the target.

20. The board noted that on the third objective, develop and deliver digital improvements, we have concluded the year by exceeding the customer satisfaction and customer effort target, and demand for ScotLIS has continued to grow

21. The board noted that for the KPIs aligned with the fourth objective, Invest in our People, we do not yet have full year data, but we are unlikely to have achieved as expected on carbon and paper reduction, we had a positive report that we are on track for Investors in People, but we have not rebalanced IT contractors and permanent staff as expected and although we increased participation in the Civil Service People Survey, we only maintained the same engagement score.

22. The board noted that there are 5 external facing KPI in the latest corporate plan, namely, arrear eradication, land register completion, application quality, customer satisfaction and employee engagement and agreed these are still relevant unless our strategic objectives were to change. It was noted that a wider set of indicators will be used internally as management information.

23. The board noted that the financial accounts were still to be audited and accruals are being gathered, however, the year-end position is expected to be slightly higher than the Q3 budget, and the final figure is still being finalised.  The board also noted that the YTD income is currently below the Q3 budgeted position, as COVID-19 has significantly impacted the Registration output for March.  As such, the new Corporate Plan financial outputs will no longer be achievable and new scenarios are being worked on for 2020-21.

24. The board questioned whether the variation in the finances against the original budget is solely resulting from COVID-19 and noted that it is not.  It was highlighted that intake forecasts were not achieved due to a delay in recruitment and slower training of new staff than anticipated. The board noted that we are considering furloughing staff and if we choose to do so, it will change the year end position further.

25. The board highlighted that they had difficulty tracking the figures across the year in the way in which they were presented in the paper and suggested it would be helpful to support financial updates with a monthly articulation of why gaps exist and an explanation for any variance from forecasts.  The board acknowledged that more detailed reports are presented and discussed at EMT and reports to the board had been more detailed in the past and agreed to reinstate more detail around the financial narrative for the board going forward.

26. The board stressed the importance of accurate forecasting of revenue and suggested it might be helpful to define an acceptable variation.  The board noted that had recruitment gone to plan the income forecasts would have been accurate, however, acknowledged that there was areas for improvement around expenditure forecast. The board noted that a budgeting workshop was being held in May, to support managers with more accurate budgeting and profiling.

27. The Keeper thanked the Accountable Officer and the Head of Finance for the update.

Update on reclassification


28. The board noted that Registers of Scotland has now been reclassified, as set out in the paper.  £50 million from the reserve was transferred to the Scottish Government on 31 March, and we expect a further £9 million (the remaining reserve balance, which will be confirmed once the accounts are closed) will be transferred between now and August.  The board noted that certain risks, including the financial impact on RoS of a housing market crash, were transferred to Scottish Government along with the reserve.

Key risk update


29. The board welcomed the Head of Risk and Information Governance to the meeting, who provided an update on the Key Risk Register.  The board noted that a detailed workshop to review risks was taking place the next day.

30. The board highlighted that there was still some concern around the gaps between current and target scores and agreed that we need to be thoughtful about how optimistic we can be with target scores and ensure we are being realistic.

31. The board noted that further discussions would take place at the workshop the following day to assist EMT with considering where to focus investment to minimise risk vs where we may be willing to tolerate risks.

32. The board thanked the Head of Risk and Information Governance for the update and looked forward to the risk workshop the following day.

Health and safety annual report


33. The board welcomed the Head of Procurement and Estates to the meeting, who summarised the key points from the paper and invited any questions.

34. The board agreed that it was a very good and clear report congratulated RoS on achieving Healthy Working Lives gold award for 3rd year in a row.

35. The board highlighted that the Health and Safety policy is likely to need updating to support the change in working environment, as we move out of crisis mode in responding to COVID and towards our new business as usual in home environments. The board noted that we have made a conscious decision not to change policies during the crisis response, however, there is a temporary remote working steering group considering what amendments need to be made to policies as part of our transition and the Health and Safety policy is included.

36. The board noted that a daily report is sent to senior managers, which details the daily status of health, wellbeing and whereabouts of staff, as well as reporting on the daily registration inputs and outputs.  The board questioned whether our mental health first aiders are being contacted remotely and whether, in anticipation of increased anxiety levels and mental health challenges as we emerge from COVID-19, we should train more staff as mental health first aiders.  The Head of Procurement and Estates agreed to look into this.

Action - Head of Procurement and Estates to confirm whether mental health first aiders are being contacted remotely and consider whether we should train more colleagues to become mental health first aiders during the COVID-19 lock down.

37. It was noted that a cross government pulse survey would be issued to staff soon in order to gain an insight into colleagues’ wellbeing, how well they feel RoS is doing in terms of supporting them and handling the impact of the Covid-19 pandemic on the organisation. It will also provide colleagues with the opportunity to tell us what information and/or support they would like to receive going forward, which was welcomed by the board.

38. The board noted that we have worked hard with union colleagues to clearly communicate to those working from home that they should only do what they think they are capable of doing in the set up they are in and do fewer hours if they feel they need to, rather than compromising physical and mental wellbeing. RoS are allowing staff to make up time to a full day with a COVID flexi credit.  The board noted that this would need to be reviewed following crisis mode, alongside how we can set up and support colleagues fully to enable them to work from home on an enduring basis.

39. The board noted that the report was very much a look back and the key achievements highlighted will be superseded by our priorities in responding to COVID-19 and health and safety of colleagues is very much being considered as part of the transition project going forward.

40. The board thanked the Head of Procurement and Estates for the update.

Coronavirus status update


41. The Keeper introduced the coronavirus status update paper and welcomed any feedback on RoS’s actions to date in response to the crisis.

42. The board thanked the Keeper for the regular updates to date and complimented RoS for taking a proactive and structured approach. The board agreed that RoS achieved the right balance at the start of the crisis of protecting the wellbeing of staff, following government guidelines and maintaining critical services. The board highlighted that while the decisions that have been made have been right up to now, there are some concerns that RoS may not be able to maintain the preferred/optimal set up financially going forward. The board noted that EMT recognise this challenge and acknowledge that managing expectations around this is key.

43. The board noted that income generated work around dealings is generally on hold whilst the government guidance not to move home (unless it is an emergency) is still in place.  The board noted that colleagues are working on older complex arrear casework just now, which releases some cash, as well as data improvement work, which is good and valuable work, although not income generating.

44. The board noted that furlough has only recently become an option for RoS, as we received additional guidance clarifying that as RoS is primarily funded by income from fees, we are eligible to use the scheme and can backdate to March 2020.

45. The board commended RoS communications during the crisis, recognising the hard work carried out to communicate to colleagues, customers and stakeholders in a timely and transparent way.

46. The board questioned RoS’s data source for modelling and agreed that it would be helpful to invite our Business Intelligence & Analytics team to a future board to provide an overview around how the BIA team take the assumptions from data sourcing and apply it to the modelling.  It was also agreed that it might be helpful to share links to source data with Non-Executive Director colleagues where appropriate, should they wish to read it in more detail.

Action: Invite BIA colleagues to a future Board meeting to provide an overview on data sourcing and modelling and share any links to source data with NEDs where appropriate.

47. The board questioned whether EMT have had an opportunity to reflect on the crisis response yet and noted that it hadn’t happened yet, but a reflection session would be set up for EMT as we move out of the crisis and into transition.

48. The board questioned whether the furlough scheme has been equality impact assessed and noted that the decision to furlough was solely based on the reduction in work available for RoS staff due to the housing market lockdown, and who was equipped and able to do their role from home and who was not, however, the board agreed that it would be a good exercise to look into the stats around diversity characteristics and check that we haven’t inadvertently disproportionately affected a certain group of individuals, noting that it certainly hasn’t been a conscious decision. The board noted how supportive RoS has been around childcare during this time and commended this.

Action: HROD to check diversity statistics of furloughed staff and ensure we haven’t disproportionately affected a certain group of individuals inadvertently.

49. The board thanked the Keeper for the update.

COVID 19 transition project


50. The Keeper introduced the COVID 19 Project paper and invited the Accountable Officer to talk through the financial scenarios.

51. The board noted that the current hiatus in the housing market will have a significant impact on RoS’ income for the current financial year, with early modelling suggesting that income might be around half of what we had expected for the year and therefore RoS would, in parallel, need to optimise the work we can achieve remotely and review all opportunities to reduce expenditure.

52. The board noted that as we have moved to digital submissions during the crisis, the requirement for handling paper based mail and scanning documents has become redundant.  It was noted that there were 38 temporary staff working in this area on agency contracts who have been unable to work since offices closed and whose services are no longer required in the long term, as such, the board agreed we should give notice to the agencies that we no longer require their staff from mid-June 2020.

53. The board noted that there were 129 other contractors who were digitally enabled and have been working hard through the crisis to predominantly deliver the digital services that have allowed us to work effectively since the closure of the business.  The board acknowledged that many of these contractors have been instrumental in the ability to rapidly producing new ways of managing the application record.  However, given the income challenges expected, the board agreed to apply a 10% reduction in contract rates across the board, and apply a limit on the maximum days to be worked each month.

54. The board noted that as a public body mainly funded through fee income, and whose income is severely impacted by the current health pandemic, RoS are eligible to apply for the Coronavirus Job Retention Scheme, whereby we can furlough staff and claim 80% of income up to £2500, plus NI and pension contributions, from HMRC.  The board agreed that we should utilise the furlough scheme for colleagues who are not digitally enabled to work remotely and top-up the scheme to ensure furloughed colleagues continue to receive full 100% pay.  The board noted that early conversations have been had with the union (PCS), who were supportive of this approach.  The board noted that all affected staff will continue to be paid their full salaries, remain on RoS payroll and their benefits are unaffected.

55. The board noted the other options available to reduce expenditure and were supportive of these options being explored.

56. The board thanked the Accountable Officer for the update.

Board effectiveness review proposal


57. The board approved the board effectiveness review proposal, however, questioned whether it was the right time to do such a review, given ongoing priorities around responding to COVID-19.  The Keeper highlighted that board input would be required more than ever as we respond to the current crisis and therefore if we can improve effectiveness, then it would still be helpful to do it now.

58. The board agreed to proceed with the review timeline as planned and also noted that the Keeper performs annual 1:1 reviews with NEDs in addition to the annual board effectiveness review.

Board terms of reference review


59. The board approved the updated Board Terms of Reference.

Draft annual report and accounts

60. The Board noted that a draft version of the Annual Report and Accounts had been circulated outwith committee.  The Keeper thanked Non-Executive colleagues for the comments received to date and advised that a revised version will be circulated alongside the draft accounts before formal sign off at the August Board.

Papers for noting

61. The board noted the Governance Risk Discussion Tracker (RoSBrd2020/05/16)

62. The Board noted Customer Satisfaction Report (RoSBrd2020/05/17) – the board were delighted to see the excellent results and commended the hard work from all colleagues involved.

Board observer feedback

63. The Business Development Director highlighted that it had been a really good meeting, which covered a lot and had everyone well engaged from beginning to end.  The technology worked well and everyone was able to contribute.  The Keeper did well to keep the meeting to time and everyone had an opportunity to speak. It was noted that conversations in the morning drifted into transition occasionally, however, it didn’t take away from the transition agenda item later in the day.  The Business Development Director complemented the Board papers, which set good context for the discussions.

64. The Business Development Director highlighted that it was good to hear from our NED colleagues, who recognised RoS’s hard work to date and were supportive of the approach being taken.

65. The board thanked the Business Development Director for the constructive feedback.

Any other business

66. No other business was discussed.

Date of next meeting

67. The board noted that the next meeting was scheduled to take place on 18 August 2020, however, due to the ongoing COVID-19 situation the board noted that we will review the feedback gathered from this board, alongside the timeline of key COVID related decisions and may arrange shorter, more frequent Board meetings while we continue to respond to COVID-19.

Action – Keeper to look at  key decision making points on the transition timeline and consider arranging shorter, more frequent board meetings while we continue to respond to COVID-19

68. The Keeper thanked everyone for attending and thanked Non-Executive colleagues for all the support they have offered to RoS over the last few weeks while we responded to the COVID-19 crisis, highlighting that it is really helpful to know that NED colleagues are supportive the way in which RoS has responded to the crisis.

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