Board minutes - June 2021

Published: 07 October 2021
Freedom of information class: How we take decisions

Our board papers for June 2021 to accompany these minutes.

RoS board, minute of meeting

9 - 10 March 2021, Teams meeting


Jennifer Henderson, Keeper of the Registers of Scotland

Present Janet Egdell, Accountable Officer
Kenny Crawford, Business Development Director
Chris Kerr, Registration and Policy Director
Deepa Mann-Kler, Non-Executive Director  
Andrew Harvey, Non-Executive Director/ ARC Chair
Andrew Miller, Non-Executive Director
Mhairi Kennedy, Non-Executive Director
Elaine Melrose, Non-Executive Director
Asim Muhammad, Non-Executive Director
In attendance Chief Finance Officer (HB)
Internal Consultant (KF) – items 5 & 6
Head of Service Design (HB) – items 5 & 6
Head of HR (ND) – items 8 – 10
BIA Technical Architect Manager (DH) – items 8 - 10
Head of Risk and Information Governance (AR) – item 11
Enterprise Risk Manager (CI) – item 11
Head of Estates and Procurement (EM) – item 12
Apologies Billy Harkness, Corporate Director
Secretariat Head of Secretariat (LM)
Executive Assistant - Business Development Director (BG)

Introduction, apologies and declaration of interests

  1. The Keeper welcomed everyone to the June RoS Board meeting.  A warm welcome was extended to the Executive Assistant to the Business Development Director, who was shadowing the meeting for her development.  The Board also extended their congratulations to the Board Secretary, who recently got married.
  2. Apologies were received from the Corporate Director.
  3. No declarations of interest were made.
  4. Deepa Mann-Kler agreed to be the Board observer.

Agenda items to be taken in private.

  1. The Board agreed that the following items would be taken in private: -
    • Item 6 – Review of Roadmap to 2024 - to enable free and frank development of corporate policy.
    • Items 8 and 9.1 - KPI & Financial Reporting by Exception & KPI performance year to date - to have free and frank discussion, developing policy position, which will subsequently be published.
    • Item 10 – Finance Update - to allow for the free and frank provision of advice or exchange of views whilst developing a policy position, which will subsequently be published.
    • Item 11 Annex 2 - Risk Workshop Summary - not suitable for publication due to sensitivities around risk responses and assurances and to allow for the free and frank provision of advice or exchange of views.
    • Item 12 – Health and Safety Annual Report Annexes – Draft Policy - Ability to have free and frank discussions whilst developing a policy position.
    • Item 14 -Audit and Risk Committee (ARC) Update to the Board.  Publication may inhibit the free and frank provision of advice or exchange of views. (ARC minutes will be published)
    • Item 15 – Draft Annual Report and Accounts – to allow for free and frank exchange of views whilst the report is being finalized.  The final version will be published externally in due course.
    • Item 17.2 – Data Strategy Back Brief – Annexes to be withheld to allow for free and frank discussions whilst developing a policy position

    Minute of the previous meeting

  2. The minute of the meeting of 09 - 10 March 2021 was accepted as an accurate reflection of the meeting.

Action log

  1. The Board agreed that the following actions are now closed: 4773, 4774, 4775, 4778, 4779, 4780
  2. The Board agreed that the following actions are ongoing: 4648, 4776, 4777.

Services beyond 2024

Clarity on the principles we will adopt to decide on what services to provide:

  1. The Keeper welcomed the Head of Service Design and Internal Consultant to the meeting and introduced the principles paper.
  2. The Board agreed that the wording around the principles presented required some refinement to be absolutely clear what we mean by each of the principles.
  3. The Board suggested that it may be helpful to add principles around future proofing, portfolio approach and deliverability to ensure that no decisions are taken in isolation, focus is only diverted to new products if our core activities are truly in order and that any new products will stand the test of time.
  4. The Board suggested that principle 7 could be strengthened by adding that any new product should fit within the overall risk envelope that we are prepared to take.
  5. The Board proposed that it might be helpful for principle 3 to be tethered to something tangible such as the National Performance Framework, as it was too broad and aspirational as worded currently.
  6. The Board agreed that ideally, we would take forward ideas that meet all principles, however, they didn’t feel that any of the principles should form an absolute test and instead careful thought, consideration and Board consultation would be suggested for any products that didn’t meet one of the principles.
  7. The Board discussed the ethical use of data and agreed that user research would be vital, as public perception of what is ethical is just as important as what is deemed ethical and lawful.
  8. The Board highlighted the importance of generating the ideas to test the process and cautioned not to expel too much energy refining the process at this stage.
  9. The Board noted that a set of refined principles would be brought to the September Board, where work would begin to generate some ideas.


Keeper to update the Principles based on the Board discussion and present the updated Principles to the September Board.

  1. The Keeper thanked the Board for the helpful discussion.

Review of roadmap to 2024

  1. The Head of Service Design and Internal Consultant provided an overview of the roadmap to 2024.
  2. The Board were impressed with the overview and commended RoS colleagues for the volume of work that has taken place to develop the roadmap in such a short period of time.
  3. The Board agreed that the most appropriate lens for the Board to view the roadmap would be aligned to the strategic objectives.  It was agreed that it would be helpful to add a visual indicator to demonstrate the weight of contribution each item has to the overall delivery of strategic objectives, in order to surface any items that are high risk, difficult to deliver or off track to deliver.
  4. The Board suggested that it may be helpful to create a summary of the key outcomes we are trying to deliver and then report the progress of delivery to the Board by exception, so that the Board is sighted on any key items that are critical to our journey to 2024, particularly those that may not yet be reporting as a KPI.
  5. The Board highlighted the importance of ensuring the whole leadership group understand the roadmap, and the collective contribution to delivering strategic objectives, and suggested that it may be helpful to ask C band colleagues to report as a collective on the longer-term delivery of strategic objectives at the quarterly review meetings, rather than focussing on the functional delivery and priorities.
  6. The Board stressed the importance of culture change in order to deliver the roadmap and noted that although there is no strategic objective specifically on culture change, there are activities ongoing in order to change it.  It was agreed that it would be worth discussing whether all the activities in train would lead to the culture change we need to deliver our strategic objectives at a future board. The Board also agreed that it would be helpful to create a health measure to track the culture shift in the organisation and provide assurance to EMT and the Board that the pace of cultural change is on track to allow us to deliver our strategic objectives.


Business Development Director to consider what health measures could be put in place to allow EMT and the Board to track the pace of cultural change at RoS.

25.The Board agreed that the roadmap would be valuable to use as part of the next big picture sessions in order to help colleagues understand how each individual role links into the delivery of the strategic objectives.

26.The Board were really encouraged that the roadmap was a step in the right direction and looked forward to hearing more regular updates on progress at future Boards.

27.The Keeper thanked the Head of Service Design and Internal Consultant for the update and fantastic work to date.

KPI & financial reporting by exception

  1. The Keeper welcomed the BIA Technical Architect Manager and Head of HR to the meeting.  The Board noted that the KPIs were on track for the month ending April 2021, with the exception of:-
  • Despatching 60% of Transfer of Parts within 35 days.  The Board noted that this KPI is behind target, however, resource has been moved to prioritise this work, with early positive results that will filter through to the KPI soon.  The Board questioned whether the movement of resource would create an issue elsewhere and noted that the resource is being moved from an area that is currently exceeding its KPI target, so the impact will be minimal.
  • Clearing the Arrear - The Board noted that this KPI is ahead of the target set for quarter one due to several factors, namely: clearing a higher-than-expected number of older Transfer of Parts and their attachments; processing applications with pending securities as requested by customers; and the arrears working group squad despatching additional First Registrations.
  • Quality Reporting – the Board noted that an error had been picked up in the quality reporting which has resulted in the April position being slightly lower than reported, however, the overall trend remains the same.  The Board noted that the report was being updated and a lessons learned exercise would be carried out.
  1. The Board questioned whether team performance against targets was visible to colleagues and stressed that this visibility is a good tool to encourage a culture of learning, allowing top performing teams to share their way of working and encouraging all teams to own the solutions to improving their team performance.
  2. The Board noted that financial reporting is generally on track for the month ending April 2021.  The Board questioned the underspend in April due to vacancies and it was highlighted that the critical items on the roadmap are still on track to be delivered despite the vacancies, however, our strategic workforce planning group are keeping a close eye on recruitment and are prioritising recruitment for critical roles to keep the roadmap on track.
  3. The Board noted that we will have a better sense of whether any resource gaps are undermining our ability to deliver following the quarter 1 review and it was highlighted that any underspend will be reviewed during the autumn budget review and adjusted accordingly.

KPI performance year to date and people dashboard

  1. The Board noted the KPI position at the end of April 2021.
  2. The Board noted the People Dashboard and highlighted that the improved employee engagement should be celebrated, however, there would be interest in understanding the engagement split between Corporate and Registration areas and engagement by length of service.  It was also suggested that, whilst some metrics had improved, there was no room for complacency and a number of the metrics should be striving to higher targets, and it was agreed that a meeting would be set up between the Head of HR, Elaine Melrose, Deepa Mann-Kler and the Keeper to discuss how to strengthen the HR metrics.


  • Head of HR, Keeper, Elaine Melrose and Deepa Mann-Kler to meet to discuss how to strengthen the HR metrics on the People Dashboard.
  • Head of HR to split the engagement data to demonstrate the corporate engagement vs registration engagement and engagement by length of service.

Financial performance year to date

  1. The Board noted the Financial performance year to date position.
  2. The Board thanked the Head of HR, BIA Technical Architect Manager and Chief Finance Officer for the Updates.

Key risk update

  1. The Board welcomed the Enterprise Risk Manager and Head of Risk and Information Governance to the meeting and the Enterprise Risk Manager provided an overview of the activity that has taken place since the Risk workshop in May.
  2. The Board noted the timeline of activity to complete an approval of the Key Risk Register and Assurance Framework 2021-26.
  3. The Board highlighted that they had a keen interest in seeing movement of the threat risks towards their target scores in the year ahead and agreed that they would wish to be made aware of any areas where risk scores are not moving at pace towards their target scores.
  4. The Board thanked the Enterprise Risk Manager and Head of Risk and Information Governance for the updated and looked forward to a more detailed discussion at the September Board.

Health and safety annual report

  1. The Keeper welcomed the Head of Procurement and Estates to the meeting.
  2. The Board were encouraged to hear that the mental health training uptake from colleagues across the organisation has been high and noted that there had been a lot of communications circulated encouraging colleagues to sign up.
  3. The Board noted that work was well underway to consider the changing role of health and safety as we move towards a hybrid working approach and it was highlighted that our offices have already been set up in a Covid secure way, in line with HSE requirements.  It was agreed that video walk throughs of the offices should be shared with Board members for visualisation purposes.


Head of Procurement and Estates to share video walk throughs of the RoS offices with Board members.

  1. The Board thanked the Head of Procurement and Estates for the report and extended their thanks to everyone involved for the huge amount of work that has gone into getting offices ready to reopen when it is safe to do so.

Audit and risk committee (ARC) update

  1. The ARC Chair provided an update on the latest Audit and Risk Committee activity.  The Board noted that Scottish Government Internal Audit (SGIA) had completed their planned activity on time and commended the significant effort from RoS colleagues in support of this.
  2. The Board noted that the internal audit on Payroll received limited assurance, it was highlighted that this was a disappointing level of assurance which was a result of the audit taking place earlier than expected in the project cycle, due to project delays due to the Covid pandemic.  The Board were reassured to hear that a number of the audit recommendations had already been addressed in full and the ARC will ensure that any audits around implementation take place at the most appropriate time in future.
  3. The Board noted that an audit of financial governance, monitoring and reporting received substantial assurance, which was hugely reassuring and a great compliment to the Finance team at RoS.
  4. The Board noted that work has been ongoing to identify other sources of assurance and the Customer Satisfaction work had been identified as one such area and the ARC received a presentation from the Head of Customer Experience at the May meeting. It was highlighted that benchmarking with other organisations is another great source of ‘other’ assurance and it was noted that benchmarking is already ongoing at RoS.
  5. The Board noted that the three ARC members would be reappointed for a second, final, three-year term and work is ongoing to consider succession planning and continuity for the future.
  6. The Board questioned whether there was a speaking up champion or guardian appointed at RoS for Whistleblowing and noted that there wasn’t, however, it was highlighted that whistleblowing can currently be reported in five different ways, namely; via the RoS Accountable Officer, Civil Service Commission, whistleblowing charity ‘Protect’, Audit Scotland or the Auditor General for Scotland. The Accountable Officer agreed to consider asking internal audit to ensure RoS are following best practice when it comes to whistleblowing.


Accountable Officer to consider asking internal audit to do a review into whistleblowing to ensure that RoS are following best practice.

  1. The Board thanked the ARC Chair for the update.

Draft annual report and accounts

  1. The Board noted the draft annual report and accounts and highlighted that it was extremely helpful to see the summary of how the feedback to date has been addressed.  The Board noted that the final version would be presented for endorsement at the September meeting.

Board effectiveness review proposal

  1. The Board agreed the effectiveness review proposal and noted that this would be circulated in June, with a view to bringing the results back for discussion at the September Board.
  2. In particular, the Keeper encouraged feedback on how effective the Board meetings have been in a remote working environment and any views on a hybrid working approach going forward.

Paper for noting

  1. The Board noted the Governance Risk Discussion Tracker
  2. The Board noted the Data Strategy Workshop Back Brief
  3. The Board noted the People Workshop Back Brief
  4. The Board noted the EMT Paper – Customer Satisfaction

Board observer feedback

  1. The Keeper invited Deepa to provide Board observer feedback.
  2. Deepa thanked the Keeper for listening and actioning the feedback received at the last Board and noted that it was really apparent throughout this active, engaged and appropriately challenging meeting.
  3. It was highlighted that the number of agenda items and timings allowed was perfect for this meeting and the papers presented were the right length, with the right level of detail. The meeting moved at a good pace and reporting by exception was a welcomed addition.
  4. Deepa observed that the day was well Chaired, ran to time and filled with energised discussions and commended RoS for inviting different RoS Colleagues to join the meeting and discussions throughout the day.
  5. Deepa suggested that for workshop style items the discussions may flow better if everyone is able to make their contributions before the Chair makes their observations, however, noted that this may resolve itself if/when we return to face to face meetings. It was also noted that for other agenda items, interjections and clarifications from the Chair proved to be really useful for the discussion.
  6. Deepa noted that it might be worth considering EMT members sending deputies to cover for them if they are unable to make the meeting as a development opportunity.  It was also suggested that it might be worth offering a shadow scheme for colleagues who are likely to present to the Board in the future to be introduced to the Board in an informal way.
  7. Deepa highlighted that the tone of discussions was professional, collegiate, challenging and considerate throughout with organic exchanges that required little facilitation.  It was also highlighted that the opportunity to discuss any detailed finance questions with the Chief Finance Officer ahead of the meeting worked really well, allowing more time at the meeting to discuss other issues more fully.
  8. Overall, Deepa highlighted that it was a really engaged and challenging board meeting and praised the Keeper for arranging and Chairing such a great meeting.

Any other business

  1. No other business was discussed.

Date of next meeting

  1. The next Board meeting will take place on 14/15 September 2021.

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