Board minutes - March 2021Published: 24 June 2021
Freedom of information class: How we take decisions
Board minutes and papers for March 2021.
Our board papers for March 2021 to accompany these minutes.
RoS board, minute of meeting
9 - 10 March 2021, Teams meeting
|Chair||Janet Egdell, Accountable Officer|
|Present||Kenny Crawford, Business Development Director |
Billy Harkness, Corporate 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)|
Executive Assistant - Business Development Director (BG) – item 1
Head of People and Change (SW) – items 4 - 6
Head of HR (ND) – items 4 – 6 & 8 - 12
Head of Customer Experience (IM) – items 4 – 6 & 8 - 12
Head of BIA – items 8 – 12
Head of Risk and Information Governance (AR) – items 15 & 22
Enterprise Risk Manager (CI) – item 15
Executive Assistant - Registration and Policy Director (RB) – item 21
Senior Executive Assistant - Accountable Officer (KM) – item 21
Senior Executive Assistant - Corporate Director (JM) – item 21
Keeper’s Diary Secretary and Correspondence Manager (ML) – item 21
Secretariat Administrative Officer (BA) – item 21
Chief Data Officer (AH) – item 22
Internal Consultant (KF) – item 22
Agile Coach (HK) – item 22
|Apologies||Jennifer Henderson, Keeper of the Registers of Scotland|
|Secretariat||Head of Secretariat (LW)|
Introduction, apologies and declaration of interests
- The Accountable Officer welcomed everyone to the March RoS Board meeting. A warm welcome was extended to the Mhairi Kennedy, Asim Muhammad and Elaine Melrose at their first Board meeting. The Accountable Officer also welcomed the Executive Assistant to the Business Development Director who joined the meeting to introduce herself to the new Non-Executive Director (NXD) colleagues, as she was unable to make the secretariat introductions session on day 2.
- Apologies were received from the Keeper of the Registers of Scotland.
- No declarations of interest were made.
- Andrew Harvey agreed to be the Board observer.
Agenda items to be taken in private
- The Board agreed that the following items would be taken in private: -
- Item 5 – Engagement Analysis (annex 3 - CSPS Comparator Data) – not suitable for publication due to the inclusion of third-party data
- Item 6 – Invest in Our People Workshop (annexes A & B - people insight report and dashboard). Not suitable for publication due to sensitive people data
- Item 10 – Finance Update - to allow for the free and frank provision of advice or exchange of views
- Item 11 – KPI Data - (already published externally – will link to the published Board papers)
- Item 19.2 – PPG Plan B Paper - Publication may inhibit the free and frank provision of advice or exchange of views whilst a policy position is developed
- Item 22 – Annex A – Indicative Data Strategy Actions. Publication may inhibit the free and frank provision of advice or exchange of views whilst a policy position is developed
- 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, Annex 1A and Annex 2 – Key Risk Register and Assurance Framework. 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
Landscape of board involvement
- The Accountable Officer introduced the Landscape of Board Involvement paper. The Board welcomed this paper and agreed it was helpful to see the forward plan of Board discussions, however, stressed the importance of ensuring that there is sufficient capacity on Board agendas for EMT to request a Board view on relevant topics as and when needed.
- The Board questioned when they might see more information on new products and services and noted that work would be taking place this year to set the principles around new products and services, with a view to ensuring the principles are enshrined in any new products and services created in future years.
- The Board suggested that it would be helpful if Board papers could have more detail on how items link to RoS’s strategic objectives and corporate plan, and include details of any timeline, cost and impact, which would assist Board colleagues to consider items and provide relevant strategic advice.
Action – Keeper and Board Secretary to consider updating the RoS Board paper template to ensure papers provide enough information to allow NXDs to provide strategic advice on topics.
Equality, Diversity & Inclusion (EDI) strategy update & sign off
- The Accountable Officer welcomed the Head of People and Change and Head of HR to the meeting and welcomed any comments on the EDI strategy.
- The Board welcomed the paper and fully supported the EDI strategy. The Board noted that there was colleague representation on the diversity steering group and the EDI strategy has been shared with RoS colleagues for feedback to ensure it resonates with the workforce. It was also noted that one of our Non-Executive Directors is a member of the steering group. The Board encouraged RoS to put processes in place to ensure that suppliers have appropriate EDI strategies in place contractually and to make sure that they provide regular updates on how they are meeting them.
- The Board stressed the importance of understanding RoS’s EDI baseline and the importance of being clear about what we are trying to achieve. The Board also questioned what we mean by European when it comes to the ‘European national colleagues group’ as this is quite wide ranging, and could be perceived as exclusive.
- The Board acknowledged that we are on a journey with our EDI strategy, noting it would evolve over time. It was suggested that it would be helpful to have a visual representation of the governance structure being proposed around EDI, to understand where it fits in with the other governance arrangements in RoS and what the representation is.
Action – EDI Steering Group to create a visual representation of the governance structure being proposed around EDI, including the representation of the group and share this with the RoS Board.
- The Accountable Officer thanked the Board for the input.
- The Corporate Director introduced the Engagement Analysis paper and welcomed any comments.
- The Board noted that bullying has fallen from 15% to 9%, however, agreed that we should be aiming for zero tolerance for bullying, as highlighted in the organisation wide action plan. The Board questioned whether bullying and harassment had decreased due to a change in the RoS culture, or whether it was predominantly due to the majority of the workforce working from home and it was agreed it would be helpful to do some trend analysis over a 3 – 5 year period to see if there are any directorate areas with higher results than others and any other trends.
Action – Corporate Director and Head of People and Change to do some trend analysis on the bullying and harassment CSPS results and share this with the Board.
- The Board noted that dedicated employee support officers are available to colleagues who may wish to seek some support without approaching HR in an official capacity, but they have not had any contact from colleagues for a long time. It was also noted that the EDI steering group is launching an awareness campaign specifically related to bullying and harassment.
- The Board questioned whether more could be done around Learning and Development (L&D) at RoS and it was noted that a strategy and action plan is in place to raise awareness of L&D and to help colleagues understand the different ways in which individuals can learn and develop.
- The Board thanked the Corporate Director for the update.
Invest in our people workshop
- The Head of People and Change introduced the background to support the Invest in our People Workshop.
- The Board supported the work that was ongoing in this area and emphasised the importance of having a clear direction of travel and clarity around how we will achieve our outcomes.
- The Board discussed the driving forces behind change in this area and highlighted that our response to the pandemic and new ways of working with digital registration and squad working has created some significant driving forces overcoming historic barriers. The Board also recognised that the high engagement of the workforce since working from home is a significant driving force.
- The Board agreed that the main restraining force for RoS was the culture and stressed that long held views and historic ways of working can create resistance to change, and effective performance management would be needed to support people to change and enable the organisation to move forward.
- The Head of People and Change thanked the Board for their input and noted that they would come back to EMT to summarise what the HR team have heard today and where they intend to focus their efforts.
- The Accountable Officer introduced the corporate plan paper. The Board noted that their comments had been received outwith committee and incorporated into the latest draft and any further feedback was welcomed.
- The Board noted that we were still aiming for functional completion of the Land Register by 2024. The Board questioned the assumptions and noted that we have used a mid-point projection throughout the corporate plan.
- The Board felt that the paragraph on the shape of the workforce required some further consideration. The Board also stressed the importance of ensuring that the story of the corporate plan reflects the culture we are looking for in the organisation.
- The Board thanked the Accountable Officer for the update and agreed that subject to a few minor tweaks, the corporate plan was finalised.
- The Chief Finance Officer introduced the financial delegations paper.
- The Board questioned whether they should have sight of an annual indemnity compensation report and noted that quarterly and annual reports are reported to the Policy and Practice Group and Executive Management Team and we could share this information with Board colleagues too if it was helpful.
Action – Keeper to consider sharing the quarterly or annual compensation reports with Board members via the Keepers written updates.
- The Board noted that the role of the RoS Board is to provide strategic advice on investments, but the business case ultimately comes to EMT for decision.
- The Board agreed they were content to recommend to the Keeper that the delegations were set as proposed.
- The Chief Finance Officer introduced the financial update paper. The Board noted the financial position to the end of January 2021 and the likely financial out-turn for the year and commended the good quality of the paper and the narrative around the numbers.
- The Board noted that for the current year, 2020-21, income continues to improve and there have been some underspends on salary and non-staff costs. The Board noted that going forward the full RoS travel budget will be held by the sustainability team within procurement and staff will be required to justify the reason for travel before booking.
- The Board stressed the importance of understanding potential wage creep to ensure it is captured in any financial numbers. It was noted that a large proportion of the RoS workforce has already reached the maximum of their pay scale.
- The Board noted the financial data that supports the Corporate Plan 2021-2026. The Board noted that we are predicting a mid-scenario income for next year, with a move towards high scenario in future years. The Board welcomed sight of the key risks for the Corporate Plan and suggested that quantification or a range for each of the risks might be helpful for the Board to better understand the risk the organisation is carrying year on year and when it might impact. The Chief Finance Officer agreed to consider adding this information to the risk register, or financial reporting.
Action – Chief Finance Officer to consider adding a quantification of risk or risk range to either the financial reporting or the risk register to help the Board to better understand the risk the organisation is carrying.
- The Board noted the staffing requirements for 2021 – 2022 and the FTE shows a net increase of 80.7 from the current average FTEs in 2020-21, which consists of an increase of 93.6 permanent posts and a decrease of 12.7 temporary posts. The Board noted that these posts require to be filled, however, stressed the importance of considering the optics of this recruitment and ensuring colleagues understand that whilst numbers maybe increasing right now, that’s not the trajectory for the organisation going forward.
- The Board thanked the Chief Finance Officer for the update.
Review of KPI data
- The Accountable Officer introduced the KPI data paper. The Board noted that the FR and TP arrear targets would not be met due to the impact of lockdown. It was highlighted that we were close to clearing the FR arrear by March but were just short of the target due to having to go back to various applicants for further information. These cases would have previously been rejected. Additional resource is being explored, in particular to meet the eradication of 2017 FR cases. The Board noted the complexity around clearing TPs in the arrear, as they can often be linked to several other cases making them more complex and time consuming to complete.
- The Board thanked the Accountable Officer and Head of BIA for the update and noted the KPI position as at the end of January 2021.
- The Accountable Officer introduced the productivity paper. The Board noted that productivity has improved in recent months, however, the organisation is still not as productive as we were pre covid. The Board discussed staff morale and noted that we have been gathering information using various channels, including slido, employee voice sessions, team leader catch ups and surveys, and there is a split amongst colleagues, with some colleagues really well adjusted and enjoying working from home, some happy working from home, but keen to spend some time in the office when it’s allowed and some really keen to get back into the office full time. The Board highlighted that blended working may increase productivity further when allowed.
- The Board also noted that our customer satisfaction survey scores have been consistently high throughout the pandemic and agreed it was important to reflect on RoS’s fantastic response to the pandemic and to celebrate how far we have come as an organisation in the last year.
- The Board thanked the Accountable Officer for the update.
Audit and Risk Committee update
- The Audit and Risk Committee (ARC) Chair provided an update on the ARC meetings that took place on 01 October 2020 and 02 November 2020.
- The Board noted that there had been some delays to internal audit reports due to covid, however, 3 reports were produced and reported to the last ARC meeting. All three reports provided reasonable assurance, which the committee were content with. The Board questioned what kind of expertise is available within SGIA for audits into specialist areas and noted that expertise is not always available within SGIA, however, they have offered to procure specialists for specific audits if required. The Board stressed the importance of audit scrutiny coming from specialists as we progress our digital journey, in order to ensure any risks and gaps are identified.
- The Board noted that Audit Scotland would be looking carefully at financial sustainability following reclassification and the ongoing impact of covid on governance and decision making during their next audit. The Board noted that there was an extra month available for the audit this year due to the Annual Report and Accounts being presented to the Board in September, rather than August.
- The Board noted that the ARC has started to see an increase in other sources of assurance being reported to the committee and the group will be considering how to formalise these types of assurance against the risk register at a future meeting.
- The Board noted that the ARC annual effectiveness review took place in November and one to one reviews with committee members have also taken place.
- The Board thanked the ARC Chair for the helpful update.
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 Risk Management Policy.
- The Board noted that we would be revisiting the risk profile at the risk workshop scheduled to take place in May to ensure they continue to align to our Corporate Objectives.
- The Board discussed the importance of keeping on top of our technical debt and noted that we have a lot of rigour and measurement around our capability to maintain product sustainability over time. The Corporate Director highlighted that we have digital heatmaps and roadmaps and welcomed the opportunity to take the Non-Executive Directors through that in more detail if they wished. The Board agreed it would also be helpful to see the story of investment in our digital ecosystem over time, when digital systems will be delivered and when digital systems will be retired.
Action – Corporate Director to arrange a session with any interested Non-Executive Directors to walk them through the digital heatmaps and roadmaps.
- The Board thanked the Head of Risk and Information Governance and Enterprise Risk Manager for the update and looked forward to the risk workshop in May.
Transition Project Board update
- The Accountable Officer provided an update on the transition project. The Board noted the progress of the COVID Transition Project to date.
- The Board agreed that the risks may lend themselves to a new project following transition project closure, which focusses on the reopening of buildings and blended working. The board noted that many strategies need to be linked together, including the estates strategy and the people strategy and a number of policies may need to be updated. The board suggested it might be helpful to frame any updates around the principles of blended working and stressed the importance of having clear guidance for colleagues on what blended working should be used for, how often colleagues are expected to attend the office, and clear measures, such as, how much we expect productivity to increase following the introduction of blended working.
- The Board thanked the Accountable Officer for the update.
Minute of previous meeting
- The minute of the meeting of 09 - 10 November 2020 was accepted as an accurate reflection of the meeting.
- The Board agreed that the following actions are now closed:
3872, 4563, 4645, 4646, 4647, 4649, 4650, 4651, 4652, 5653
- The Board agreed that the following actions are ongoing:
Papers for noting
- The Board noted the Governance Risk Discussion Tracker (RoSBrd2021/03/15).
- The Board noted the Policy and Practice Group Paper – Legislation Plan B (RoSBrd2021/03/16)
Welcome and introduction to the Secretariat Team
- The Accountable Officer welcomed the Secretariat team to the meeting and introductions took place. The Board noted that the Executive Assistants would be in touch with Non-Executive Directors direct to set up a series of 1:1 phone calls on a rotating basis between EMT and NXDs throughout the year, as an opportunity for NXD colleagues to raise any areas of concern between Board meetings.
Data strategy workshop
- The Board welcomed the Chief Data Officer to the meeting and he provided an overview of data at RoS.
- The Board highlighted that there had been a presentation on the data strategy back in October 2019 and agreed it would be helpful to understand the progress that has been made in the data space since then and any impact that has had from an operational and business perspective. The Chief Data Officer agreed to create a visual showing data maturity over time, which also detailed any key ambitions to realise in the future.
Action – Chief Data Officer to create a visual showing data maturity over time to demonstrate the data journey to date and any ambitions to be realised in the future.
- The Board agreed that a data strategy was required to provide clarity around what we are trying to achieve with our data and stressed that having a strategy in place will support RoS to be really precise about what we want to deliver, where the organisational effort can have the most impact and how it aligns to the delivery of our strategic objectives. The Board stressed that we should be able to articulate our approach and benefits to everyone that will be impacted in a way that is meaningful to them. It was agreed that it would be helpful to create a data certainty heat map to demonstrate where the risk lies around our data.
Action – Chief Data Officer to create a data certainty heat map for our data and share this at a future Board.
- The Board agreed that data certainty was key to any future possibilities and there is a need to understand at what point does any strategy to achieve data certainty need to diverge dependant on what we would like to do in the future. The Board also agreed that it would be helpful to understand the cost and benefits of delivering any data strategy.
- The Board suggested that it might be helpful to speak to some organisations who are on, or have been through, a similar journey to share their experiences and noted that conversations are ongoing with external stakeholders.
- The Board suggested that any data strategy should underpin the overall vision and mission of RoS and should be aligned to the 5-year corporate plan objectives. It was suggested that a clear purpose or mission statement might suit the data strategy better than a vision.
- The Chief Data Officer thanked the Board for the feedback and agreed to gather the thoughts and report back to EMT with proposed next steps.
- The Board thanked the Chief Data Officer for attending.
Facilitated discussion – areas of concern
- The Accountable Officer facilitated a discussion on the Board’s areas of concern, to assist with future agenda planning. The Board reiterated that RoS has been extremely resilient in the last year in response to the pandemic and there is a lot to celebrate, however, agreed it is helpful to discuss the areas which may require future focus.
- The Board had a lengthy discussion around individual areas of concern and agreed that clarification around the expected ‘state’ of RoS in 2024 is the highest priority for discussion and agreed it would be helpful to see a roadmap of how RoS will get to 2024. The Board agreed that other strategies around data, people, knowledge management and governance will be largely driven by having a clear future focus beyond 2024 that is transparent for all colleagues to see.
- The Accountable Officer thanked the Board for the useful discussion.
Board observer feedback
- The Board observer highlighted that the meeting was well chaired, kept broadly to time and thanked EMT colleagues for stepping up in the absence of the Keeper.
- The Board observer highlighted that the Non-Executive Directors felt the Board paper pack was too long and suggested it might be helpful to streamline the paper pack further into essential and optional reading, as not everyone will have the same desire or capacity for pre-reading. It was also suggested that the ask of the Board could be made clearer within the Board papers to highlight the overall objective of each agenda item, beyond noting/review/approve.
- The Board observer highlighted that the range and variety of items discussed over the two days seemed appropriate and it was helpful to have high engagement items at the start of the agenda while energy levels were high. It was also highlighted that the financial narrative is hugely helpful, particularly the bridge approach to numbers, however, it was noted that we tend to spend longer on finance than planned and perhaps some thought is required regarding how we could structure an approach to detailed questions ahead of the Board meeting.
- The Board observer also highlighted that the EDI focus was really well managed and suggested it may be worth some Board assurance in that area in the future. The importance of the Board returning to the people areas that had been discussed at the day 1 workshop was also highlighted.
- The Board observer highlighted that there was a balance between questions arising from general Board member interest vs questions related to what the Board needs to know to make its decision and suggested the focus should be more on the latter. It was noted that Non-Executive Directors had more opportunity to speak than Executive Management colleagues and the Board observer questioned whether that should be an area of concern, or whether that is accepted as how the Board meetings will run, given the EMT have already had detailed discussions and opportunity to speak during the EMT governance reporting cycle.
- The Accountable Officer thanked the Board observer for his feedback.
Any other business
- No other business was discussed.
Date of next meeting
- The next Board meeting will take place via Teams 08 June 2021.