Board minutes - June 2022

Published: 03 October 2022
Freedom of information class: How we take decisions

Board minutes and papers for June 2022.

Our board papers for June 2022 to accompany these minutes.

RoS Board Minute of meeting

14 June 2022

St Vincent Plaza, Glasgow/Teams*

Chair Jennifer Henderson, Keeper of the Registers of Scotland
Present Janet Egdell, Accountable Officer*
Billy Harkness, Corporate Director  
Kenny Crawford, Business Development Director
Chris Kerr, Registration and Policy 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)*
Head of Talent and Enablement (LM) – items 5 & 13*
Head of Corporate Communications (NRH) – item 7
Chief Data Officer (AH) – item 8*
Communications Officer (KM) – item 10*
Head of Policy and Legal (AG) – item 11*
Policy Lead (KF) – item 11*
Head of Procurement and Estates (EM) – item 12*
Head of BIA (CG) – items 13 *
Head of Risk and Information Governance (AR) – item 16*
Head of Enterprise Risk Management (CI) – item 16*
Apologies Head of Service Design (HB) – item 13
Secretariat Keepers Diary and Correspondence Manager (ML)
Head of Secretariat (LM) – items 15-21*

Introduction, apologies, and declaration of interests

1. The Keeper welcomed attendees to the June Board meeting and noted that the meeting was being held primarily in person, with some colleagues joining via Teams as appropriate.

2. No apologies were received.

3. No declarations of interest were made.

4. Janet Egdell, Accountable Officer, agreed to be the Board observer.

Agenda items to be taken in Private

5. The Board agreed the transparency recommendations, as outlined in the supporting paper.

Minute of the Previous Meeting

6. The minute of the Board meeting of 08 and 09 March 2022 was accepted as an accurate reflection of the meeting.

7. Members were advised that the cyber incident management audit work referred to in point 12 of the March minutes is ongoing, and the Board will be provided with an update following completion of an organisation wide exercise.

Action Log

8. The Board agreed that the following actions are now closed:

4947, 5029, 5106, 5107, 5109, 5110, 5111, 5112.

9. The Board agreed that the following actions are ongoing:

4945, 4946, 5104, 5105, 5108, 5113.

Strategic Workforce Plan

10. The Keeper welcomed the Head of Talent and Enablement to the meeting.

11. The Board were reminded that the project is still in its infancy and will take time and effort to progress the work alongside competing priorities, and expectations on delivery should take this into account.

12. The Board agreed that prioritisation sequencing is key to successful delivery of the project, and that an effort vs impact matrix would be useful in driving forward some quick, high impact items and ensuring sufficient building blocks are in place to support further key activities.


Head of Talent and Enablement – To incorporate an effort vs impact matrix into the project planning and reporting going forward.

13. The Board noted issues surrounding Digital and HROD expertise availability, and encouraged considering these capacity challenges creatively, and not ruling out the option of outsourcing specialist areas to agencies in the future.

14. The Board were advised that HROD will be bringing a paper to EMT on critical service paths, providing suggestions on where professional services could potentially be considered for set work.

15. The Board were assured that the Domain approach reduces delivery risks should a contractor leave RoS, along with the ability to easily shift staff between Domains to support where required.

16. The Board queried the scalability of the Grow our Own (GOO) Programme and heard that it has so far been effective as a catalyst in signalling a change for future skill requirements, and that an investment case for the next round of GOO roles will be brought to EMT in July.

17. The Board suggested that it would be useful to reference other organisations who have approached a similar SWP journey and consider how they have managed this work.  EMT suggested that the NXDs feedback from experience on other external Boards may be an effective way to do so in the first instance.

18. The Board suggested that the strategic elements of the SWP should be decoupled from the hygiene factors (e.g. sick leave) from a performance point of view, to envisage the shape of the future organisation.  EMT suggested discussing the available data to pull together a more effective dataset for future reporting, ensuring to additionally take external reporting into account.

19. The Board highlighted the reference to 2024 in the paper and suggested an update to our thinking as the unlocking Sasines narrative has shifted the focus of this historic delivery deadline, with scenario modelling looking at what this means for FR staff.

20. The Board noted that the SG Digital Directorate have hired an in-house recruitment lead to focus on Digital staffing, so RoS could consider approaching the Directorate for support if required, following completion of the current digital recruitment process. The Board additionally noted that an internal RoS HR resourcing shortage could potentially have a significant knock-on effect to any SWP proposals.

21. The Keeper thanked the Business Development Director and Head of Talent and Enablement for the updates.

Stakeholder Engagement Strategy

22. The Keeper welcomed the Head of Corporate Communications to the meeting, and the Board offered thanks for the thoughtful approach to the strategy.

23. The Board heard that the internal audit reporting on our communications approach to the Covid situation was positive and provided reassurance that the right steps were taken – putting us in good stead for any future crisis communications reaction.

24. The Board noted that the strategy separates customers from citizens, and queried this, under the consideration that citizens are our main customers, though through an intermediary.

25. The Board heard that there has been a slight rise in citizens looking to deal directly with RoS, and that we are in the process of updating our unverified applicant process to safeguard against citizen errors.


Chair/Board Secretary – Agreed to bring an update discussion back to the Board focussing on the unverified applicants process.

26. The Board heard that citizen uptake increases at the post registration stage, and that a post reg review is currently underway to support this, including considering further communications to citizens, explaining our role in the process, and clarifying that we cannot offer legal advice.

27. The Board noted the large number of stakeholders listed and discussed the importance of balance between sufficient and too much engagement, and the impact that this consideration has on value.  It was highlighted that service design on new aspects is built in as an upfront consideration, bringing the customers into the planning journey to ensure the service will work for them without excessive engagement required.

28. The Board queried the lack of numerical metric monitoring measures and learned that targets are set for some aspects (CSAT, campaign targets) and could be shared going forward.


Head of Corporate Communications - to embed relevant measurable data, and direct and indirect costs, to Stakeholder Engagement Strategy to demonstrate value going forward.

29. The Board were assured that accessibility checkers are used within the area to ensure touch points are accessible to a diverse population of customers.

30. The Board heard that a focus on encouraging large stakeholder groups to advocate our work (e.g. digital) has been historically difficult due to constant leadership changes in these groups, but that working directly with the lender community has helped and conversations are continuing – especially where results will be mutually beneficial.

31. The Board agreed that as the strategy moves forward, a focus on who the key stakeholders are, and how we could influence a shift in behaviour by engraining them into decisions will be key to success.

32. The Board discussed contingency planning should registrations drop due to market fluctuations and heard that strong engagement and related communications will be key to promoting digital uptake in this instance.

Data Strategy

33. The Keeper welcomed the Chief Data Officer to the meeting.

34. The Board discussed the meaning of unlocking ‘full potential’ as detailed in the paper.

35. The Board were advised that the Service Alignment Team (SAT) focus is around enabling the organisation to provide accurate, automated information at scale, with legal certainty – negating the need for substantial manual work as is currently required for large scale enquiries.

The Board heard that lenders, solicitors and search firms would make use of the API offering, and that larger counterparts are already offering these services to customers, with good uptake.  The Board were advised that future charging models for any data services or products is something that will need further debate and would be brought back to the Board for discussion at the appropriate time.

36. The Board queried data staffing requirements once the project has been delivered and heard that there will likely be a shift from manual handling of data to providing categorised data services, whilst making best use of staff to ensure data quality.

37. The Board heard that registration input errors due to manual entry mistakes will no longer be possible with the API, allowing staff currently focussing on quality assurance and checking to shift to complex work in other areas.  The Board learned that having these measures in place will then allow focus to shift to innovative uses of data and the creation of new systems to generate future products and related income.

38. The Board were generally content with the recommendations and agreed that a clear prioritisation list, roadmap timeline and addition of capital spend sums (over a 5-year plan) would be good to see in the next iteration of the paper.

Draft Annual Report and Accounts

39. The Keeper welcomed the Communications Officer to the meeting and the Board expressed their thanks for the exemplary process undertaken for this year’s review of the Annual Report and Accounts (ARA).

40. The Board were generally content with the final ARA version, and had some minor feedback on grammar, which they were asked to feedback directly to the Communications Officer via email, ahead of the designed copy being submitted to Audit Scotland.

41. The Board noted that Audit and Risk Committee (ARC) will consider the final designed version at an upcoming meeting, ahead of the ARA’s return to the September Board for formal sign off.

Annual Compensation Update

42. The Keeper welcomed the Head of Policy and Legal, and the Policy Lead to the meeting and asked the Board for feedback on the end of year compensation report as this has not previously been presented to members.

43. The Board were reminded that the system is designed to pay compensation, whether or not the Keeper is at fault, and that this is common in similar schemes across other jurisdictions.

44. The Board noted this as a good example of where APIs could be beneficial – less manual mistakes should mean less chance of error based compensation being claimed.

45. The Board were advised that where the Keeper makes a mistake caused by an inaccuracy in the basemap, we are not liable for compensation payment, however noted that it is not always clear where the blame lies on these points.

46. The Board queried the approach to loss recovery, and the current nil reporting, and heard that losses are being pursued in certain cases but are slow moving as they rely on the fraud being initially identified in fair time, followed by criminal proceedings - which have in part been delayed due to the Covid Pandemic - and that additional external aspects (such as incarceration) also affect this process.

47. The Board learned that in cases where the Solicitor may have been negligent or not carried out due robust checks ahead of submitting registrations, RoS do not have the relevant power to investigate, but we can work with LSS to make enquiries on our behalf, which may open up an avenue for loss recuperation on the failed duty of care of the firm.

48. The Board heard that PPG are carrying out work to try and establish likely exposure to compensation based on past trends, and the expectation that there will likely be an increase based around boundary issues from historical conveyancing errors coming to light as Sasine information is transferred to the Land Register.  The Board were advised that whilst we cannot insure against these cases at this time, SG would be liable to pay compensation in the event of a significant claim which fell outwith RoS’s ability to afford. This was a key element of financial risk that was transferred to SG during the reclassification process.

49. The Board agreed that future iterations of this report should detail what steps are being taken to mitigate the fraud aspects discussed.

Health & Safety (H&S) Annual Report

50. The Keeper welcomed the Head of Procurement and Estates to the meeting.

51.  The Board discussed the wider H&S landscape and heard that the Health & Safety executive class working from home in the same manner as working on site in respect of policy and employer obligations.

52. The Board heard that display screen equipment (DSE) assessments have been rolled out to staff to ensure home working environments are suitable and learned that a minimum suitable standard is being established, that will require return to offices where this cannot be met in home environments.

53. The Board queried the comparators when reporting on incidents and agreed a matrix and benchmark would be useful for future reporting to assess, along with information on reported accidents whilst working from home.

54. The Board discussed the importance of supporting mental health wellbeing in the new landscape and were assured that EMT assess referrals on a monthly basis and monitor numbers, whilst HR have released a lot of information to staff and managers in relation to prioritising mental health.

55. The Board also heard that portable appliance equipment testing is being considered to ensure kit is electrically safe for continued use, both in the office and from home.

Board Performance Monitoring

56. The Keeper welcomed the Head of BIA and Head of Talent and Enablement to the meeting.

57. The Board were made aware of the 3-strand approach to automation, focussing on Legal and Policy, Product, and Operational use of information.    The Board were asked to consider operational capacity within the scope of the strategy, focussing on whether the plan sets out the correct route to deal with the capacity issue, the risks to achieving effective delivery, and future reporting to the Board in a valuable way to assess and prove progress without an overwhelming amount of information.

58. The Board agreed that upskilling capable managers to support effective delivery would be worthwhile longer term, but that a shorter-term solution to drive forward immediate results should also be prioritised.

59. The Board heard that EMT are considering alternative solutions if automation will be delayed, taking into account the associated risks and quality factors, and welcomed feedback of any alternative radical ideas from Board members.

60. The Board stressed the importance of monitoring external factors and market changes that may affect performance – financially, and in terms of output.

61. The Board discussed the previous squads trial and the disappointment that this was not successful in scaling, learning that this was likely in large part due to the shift to working from home (WFH) causing difficulties, however, were advised that a revised squads approach could be considered, focussing on a hybrid working arrangement.  The Board discussed the RoS Hybrid working approach and encouraged a productivity measurement exercise by bringing in squads/teams back into offices to assess output against a WFH/hybrid squad.

62. The Board stressed that, as the organisation’s biggest issue at this time, the whole organisation should be part of the solution, with other areas of focus/’nice to do’ goals having to relinquish on priority to ensure this successful delivery, something that – as a monopoly supplier – may not feel good to do but will drive focus to the necessary area.

63. The Board were advised that the main challenge lies within complex cases, so calling out the specific issues and tools to try and deal with each aspect of the issue will help (such as clearing the TP backlog so the new mapping system can work effectively with minimal support).

64. The Board agreed that a strong HROD function is required to support activities effectively and effective staff comms are necessary to make staff understand how fundamental the work is for the reputation and success of RoS, instead of handling the longstanding open casework as a BAU issue as it has been viewed historically.  The Board agreed that the narrative should focus on clarifying that our Corporate Plan objectives are all in service of delivering effective registration, to demonstrate an aligned view from the plan to our goals, and to clearly call out operational capacity as a specific challenge for focus within the wider Corporate Plan asks, to be C-Band driven.

65. The Board discussed the need to accurately carry out capacity planning to ensure the right people are in the right place to deal with workloads – Business Intelligence and Analytics are looking at trends to try and support these decisions.

66. The Board discussed the limited staff uptake in overtime offers but noted that the increase in cost of living may increase appetite in coming months.

67. The Board heard that alternative options to move at pace include bringing in a higher volume of Modern Apprentices, focussing on GOO, giving up 20% of alternative functions to shift focus, and continuing to performance manage low performers to signal the serious nature of the focus.

68. The Board discussed the need to focus in phases, instead of trying to resolve all problems equally – fixing foundational problems and using resources effectively in the first instance will allow better roll out of next steps. (e.g. allocating additional staff to clear the TP backlog to allow the new mapping system to work effectively once cleared, to subsequently shift staff onto the next point of focus).

69. The Board heard that increased capacity in FR and TP to meet demand first should be achievable in this financial year, which will enable the longstanding open casework to be completely ringfenced, allowing the expedite team to work on the backlog based on customer instruction on urgency, shifting staff wherever possible to drive the volumes down.

70. The Chair thanked the Board for their thoughtful input and agreed to bring an update back to the September Board to show progress on keeping pace, and with clear reporting to help the Board see the effectiveness of the shift in priorities.

Audit and Risk Committee Update

71. The ARC Chair presented the ARC Quarterly Update to the Board.

72. The Board heard that, since the circulation of the paper, ARC have received confirmation that the external auditor will change next year to Deloitte, a firm appointed by the auditor general, who ARC will begin to engage with as appropriate.


The Board were asked to return an updated Register of Interest form if they have any connection to Deloitte.

73. The Board noted that, given the performance report discussions held today, there may be a requested shift in the upcoming ARC deep dive priorities to give assurance on critical path work.  It was agreed that EMT will discuss and feed back to the ARC chair as appropriate to ensure maximum value from ARC assessment of operational capacity.


EMT – To discuss ARC Deep Dive prioritisation in line with operational capacity needs/focus and feed back to the ARC chair ahead of July 12 meeting in order to schedule appropriately.

74. The Board heard that when reclassified, our reserve funds were noted as risk mitigation, so now that this is no longer available, SG are reasonably expected to support financially in the case of a cyber attack or similar need for additional funding support.

75. The Keeper thanked the ARC Chair for the updates.

Risk Reporting by Exception

76. The Keeper welcomed the Head of Risk and Information Governance and Head of Enterprise Risk Management to the meeting.

77. The Board heard that recent ARC feedback has suggested a reference to important business services going forward, instead of focusing on individual services or functions, and were advised that EMT and local level important services are being incorporated to reconcile appropriately.

78. The Board discussed impact categorization, focusing on operational capacity and received clarification that the impact is as is because the operational level is stable, and not getting worse – with a stable high stock level we can say we have a handle on the issue.

79. The Board heard that the operational capacity risk will go through a full review of the cause impact assessment to evaluate scoring at the appropriate time.

80. The Board learned that the important business service series of workshops are scheduled to include a Non-Executive Director attendee, and that stakeholder engagement will also be used to gauge agreement on key services.


Board Secretary – To share a copy of the Operational Capacity Board paper with the Head of Enterprise Risk Management.

Board Effectiveness Review Proposal

81. The Board were invited to provide feedback on the proposed Board effectiveness review questionnaire and note the intention to run the survey in July 2022.  The Board noted that, whilst the review is a self-assessment, it could be beneficial to consider a wider effectiveness review with peer feedback, potentially linked to a future audit.

82. The Board raised the suggestion of a rotating chair at meetings to give a different dynamic to discussions – the Chair advised they would consider this as a future possibility.


Chair – Look into rotational chair use in other advisory Boards and consider future potential for experiment with RoS Board.

83. The Board suggested there may be a gap in knowledge to support necessary capacity and processing aspects of upcoming work.  It was agreed that process experts, either internal or external, could be sought to input as required, and that an additional question should be added to the survey to reflect this.


Chair/Board Secretary – Insert a new question (between points 7 and 8), asking which subjects an external review would be most useful for, and consider any external experts to bring to September Board discussions, proposing 3 options to members for consideration.

Papers for Noting

84. The Board noted the Governance Risk Discussion Tracker paper. (RoSBrd2022/06/14)

85. The Board noted the EDI Steering Group Update paper. (RoSBrd2022/06/15)

Items to be Delegated to the Audit and Risk Committee

86. EMT agreed to hold a discussion on the prioritisation of the tabled ARC deep dives and consider any necessary changes to support the operational capacity delivery focus.

Board Observer Feedback

87. The Keeper invited Janet Egdell, Accountable Officer, to provide Board observer feedback.

88. Janet highlighted that the sound from the Microsoft hub was less clear than in person, cutting out occasionally, and that any excess noise from the meeting room seemed to cause this to happen.  The hybrid approach worked well otherwise, and it is worth carefully considering where the value lies in having guest presenters join in person or over Teams for a short slot.

89. It was highlighted that the conversation dynamics worked well – with the Chair bringing in those who have the most to offer on the subject, followed by hands in order.  A reminder that not everyone needs to speak to every topic if there is no value to be added by a comment, and no need to advise on points that have already been raised/answered by others.

90. Janet noted that there were good, appropriate challenges from the NXDs, and suggested some of the feedback would be useful in creating effective paper guidance, considering; looking outside in, market context, benchmarking, and the ask that if one thing could be changed, what would it be.

91. The Board observer raised prioritisation as a focus and asked that if operational capacity is our biggest issue, what does that mean to us – should we look to pause the return of certain aspects of discussion and focus on fewer key items – It would be valuable for the Board to help with our prioritisation and focus through these meetings.

92. The Keeper thanked Janet for the helpful feedback and advised she would consider best focus for the Board in upcoming meetings and potential longer slots on less subjects, to focus on key discussions.

Date of Next Meeting

93. The next Board meeting will take place on 13 and 14 September 2022 at Meadowbank House, Edinburgh.

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