Board minutes - December 2022

Published: 04 July 2023
Freedom of information class: How we take decisions

Board minutes and papers for December 2022.

Our board papers for December 2022 to accompany these minutes.

RoS board, minute of meeting

13 December 2022, Meadowbank House 6 South/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 Corporate Communications (NRH) – items 1-12
Head of Customer Experience (IM) – items 5-7
Customer Insight Manager (SG)* - item 7
Colleague Experience Manager (CD)* - item 8
Head of People and Change (SW)* - items 8-12
Head of BIA (CG)* – items 10-12
Head of External Communications and Engagement (JG)* – items 10-12
Head of PMO (JM)* - item 12
Strategic Workforce Planning Lead (CS)* - item 12
Head of Internal Communications and Engagement (LC)* - item 12
Head of Risk and Information Governance (AR)* – item 15
Senior Enterprise Risk Officer (RH)* – item 15
Apologies None
Secretariat Temp Head of Secretariat (ML)*

Introduction, apologies and declaration of interests

  1. The Keeper welcomed attendees to the December Board meeting and extended a warm welcome to the Head of Corporate Communications, who was in attendance as observer for items 1 through 12.
  2. No apologies were received.
  3. Declarations of interest were made by the Chair, Andrew Miller NXD, and Mhairi Kennedy NXD, who all have new appointments, however none were deemed to be a conflict of interest with RoS work.
  4. Billy Harkness, Corporate Director, agreed to be the Board observer.

Agenda items to be taken in private

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

Minute of the previous meeting

  1. The minute of the Board meeting of 13 and 14 September 2022 was accepted as an accurate reflection of the meeting, with one minor correction of the meeting date at point 1.

Action log

  1. The Board agreed that the following actions are now closed: -
  2. 4946, 5104, 5105, 5791, 5792, 5793, 5795, 5798, 5799, 5800, 5802, 5803, 5804, 5805

  3. The Board agreed that the following actions are ongoing:-
  4. 5108, 5113, 5181, 5216, 5789, 5790, 5794, 5796, 5797, 5801

    9.  The following new actions were opened during action log discussions: -


Accountable Officer and Chief Finance Officer – To consider how we as an organisation demonstrate value for money in our spending and consider best practice examples.

Long Term Vision Discussion

10.The Chair welcomed the Head of Customer Experience to the meeting.

11.The Keeper outlined her initial vision for RoS beyond 2024, initiating discussions on the proposed areas of focus and direction.

12.Members provided input on vision wording, culture and customer focus, pace of delivery and potential challenges that may arise.

13.The Board noted that the forward approach to recruitment and related SWP work will be key in ensuring successful ongoing delivery and in supporting any changes, and that strong leadership and related communications would be required across the organisation to drive the vision forward appropriately.

14.The Keeper thanked Board members for their input to help shape the next iteration of the vision and agreed to set up one-to-one sessions in early 2023 to progress discussions further and receive any additional feedback on proposals.

Customer Satisfaction Index Benchmark Results

15.The Keeper welcomed the Customer Insight Manager to the meeting and asked the Head of Customer Experience to introduce the slot.

16.The Board were pleased to see the positive outcome of the recent results and noted the importance of feeding back results to the wider organisation to share thanks, encourage staff to culturally buy in to quality service provision, and continue to improve efficiencies.

17.Members asked that insights gleaned from the survey be used to continue to improve the service offerings and consider using them to encourage customers to use our preferred methods of contact, while being sure to differentiate between citizen and business priorities.

18.Members were in agreement that the question dataset should remain static for future surveys to ensure a grounded baseline is available to record and easily analyse against future results.

19.The Board were content with the outlined approach for the strategic direction for our Customer Index score, customer effort score and related benchmarking.


Head of Customer Experience – to provide a backbrief on CSI result findings and focus going forward, for noting at the March Board.

Civil Service People Survey Results

20.The Keeper welcomed the Colleague Experience Manager to the meeting for this item, and the Head of People and Change for the next 4 items.

21.The Board discussed the key high-level results and noted their interest in whether areas in which RoS saw decreased scoring were aligned with the wider Civil Service results and may be more affected by external factors such as cost of living, move to hybrid, and ballot strike actions.

22.Members discussed learning and development scoring, and some staff’s perceived difficulties in career development and promotion processes within RoS and noted that it would be interesting to see a breakdown by business area to identify any trends.  The Keeper advised that this Directorate break-down will be available at a later date.

23.The Keeper agreed to share the anonymized raw data from the comment section of the survey to allow members to better understand some of the scoring aspects.

24.Members noted that the culture and leading, and managing change scores may reflect the different approaches that have been taken in the last few years with a shift in emphasis from wellbeing throughout the pandemic to core business performance post pandemic. Members noted it would be of interest to understand whether these scores vary across different workforce demographics.


Corporate Director – To return to the Board with analysis on CSPS data and how this ties into ensuring we can achieve our strategic goals and priorities.

Board Performance Review YTD

25.The Keeper welcomed the Head of BIA and the Head of External Communications and Engagement to the meeting, for the duration of the Corporate Plan 2022-2027 Board discussions covering: Latest Performance Data, 6 Month Progress Review, and priorities for the rest of the year.

26.The Board queried the RAG status of pay negotiations moving away from red and were advised that, whilst the PCS union had achieved a mandate for strike action, a pay deal has still been implemented for the period, so the status has been updated to reflect.

27.The Board queried the deliverability of the finance gap and achievement of a balanced income based on increased costs and risks, and how best to ensure achievement of break even, and heard that agreed vacancy changes will help in this area. An analysis on the potential impact of a recession and financial forecasting related to this is also under scrutiny with BIA to plan potential corrective action.

28.Members learned that a scope has been agreed for the income review project, which will carry out a non-statutory product review.  We will also set next year budgets to actual spend and staffing for this financial year, and identify open vacancies/paused recruitment and associated funding as part of SWPG approval going forward.

29.The Board raised concerns around the proportion of contingent workers delivering BAU in the IT space, and queried plans to shift this balance.  They heard that work is ongoing on a plan to ensure a rewarding in-house offer for pay and benefits is available to try to attract permanent staff.

30.The Board were assured that work is ongoing to ensure stock levels are reduced in the coming year, with sustained improvements marked in FRs and Dealings, and an ongoing focus on improving TP despatch consistency, whilst continuing to assess customer priorities.

31.The Board were advised that a 6-month proof of concept for automation work is underway, focusing on population of B and C title sheet sections initially, and that by March 2023 there should be a good indication of possible success with the project, or any difficulties envisioned. The results of this proof of concept will tie in closely to future SWP planning.

32.The Board requested a clearer vision of the top Roadmap priorities and were advised that further Roadmap discussions would take place at the upcoming Long Term Planning workshop to ensure value.

CP 2022 – 2027 (Year 2)

33.The Board raised concern around seeing the plan at such an early stage and queried the value of their input at this point in time.

34.Members discussed the proposed expansion of strategic objective 1, and the combination of strategic objectives 5 and 6.  The board were assured that no changes have been made to objective 1, other than more clearly calling out aspects that were already embedded in the objective.

35.The Board agreed to transition into year 2 of the plan but suggested setting a more ambitious view to eradicating open casework to drive improvement and targets going forward, with a caveat of hitting relevant waypoints on the longer-term journey.

36.Members suggested a revised review process going forward – with a wider review every 2 years, and an interim light touch review in between and a close sight on relation to the roadmap/any changes.

37.The Board discussed overall stock level and open casework reporting and learned that a diagram showing best and worse forecast visualisations has been shared with the Law Society of Scotland, and that consideration would be made on how to share this information going forward.

38.Members noted that the finance section will be updated to reflect our part in the SG budgeting process as a Non-Ministerial Office.

39.The Chair thanked members for their input and noted that a revised version of the Corporate Plan will be shared in advance of the March meeting to allow further review within the necessary timescales.

Strategic Workforce Plan Update

40.The Keeper welcomed the Head of PMO, Strategic Workforce Planning Lead, and Head of Internal Communications and Engagement to the meeting, to observe discussions.

41.The Board thanked the Business Development Director and wider team for their diligent work on the project and noted the increased transparency and understanding in regards to current and future requirements and focus.

42.The Board noted that the workforce plan for the next 18 months and beyond will rely heavily on the future vision requirements and on automation delivery progression, to identify needs.

43.Members learned that there would be further opportunity to discuss in more detail the risks and mitigations related to workforce planning and future needs at the upcoming January Risk Workshop.

44.The Keeper thanked colleagues for their attendance and acknowledged the Head of Corporate Communications for her participation up to this point in the meeting ahead of her departure.

Audit & Risk Committee Update

45.The Keeper invited the Audit and Risk Committee (ARC) Chair to introduce the ARC Committee update.

46.  Members noted the update and were advised that ARC were in the early stages of scheduling next years internal audit plan, and that IR35 will be part of the early schedule of works.

Risk Reporting by Exception and Annual Risk Management Policy Review

47.The Keeper welcomed the Head of Risk and Information Governance and the Senior Enterprise Risk Officer to the meeting, and the Board noted the Key Risks flagged as exceptions.

48.The Board were content with the draft Risk Management Policy 2022 and thanked risk colleagues for a joined-up approach in cross-referencing departments in their update approach.

49.Members were advised that papers for the long-term planning and risk workshop would be circulated in early January, and that the session will provide an opportunity to assess the structure of the risks being prioritized for discussion.

Papers for Noting

50.The Board noted the Governance Risk Discussion Tracker.

51.The Board noted the EDI Update paper and discussed the importance of focussing realistic efforts and shaping priorities ahead of an EDI subject matter expert being recruited in role.

52.The Board noted the NXD Diversity Summary paper and suggested this be published for visibility, and that anonymity would be retained based on the general assumptions made in the paper.


Board Members – Members are asked to feed back any concerns about this information being made public, to the Keeper by COP 23 December, with Nil responses being taken as agreement to publish paper summary results in full.

53.The Board noted the Board Effectiveness Review paper.

Items to be Delegated to the Audit and Risk Committee

54.No items were delegated to ARC.

Board Observer Feedback

55.The Keeper invited Billy Harkness, Corporate Director, to provide Board observer feedback.

56.The Board observer provided feedback on the hybrid nature of the meeting; advising that the room location was suitable for needs following morning IT support and temperature checks, and the large hub was a benefit to the meeting to ensure hybrid guests reactions to discussions were visible.

57.Billy observed that the sessions were introduced well with specific focus and ran largely to time, with rich discussion where appropriate, and welcomed the EMT NXD split in input.

58.Billy highlighted that the Action Log could be more effective at ensuring strategic focus, with the suggestion that less strategic offerings could be managed by other governance groups and fed back directly to interested NXDs, to ensure the Board Actions are streamlined and focussed.


Keeper – To review the current action log and open actions and consider streamlining to ensure strategic focus is maintained.

59.The Board observer suggested that the Chair may consider temporarily handing over Chairing duties to another member when discussing agenda items for which she has a vested interest in participating more widely in the conversations.


Keeper – To consider handing over Chairing duties for specific agenda items to allow further personal engagement in the related discussions.

Any other business

60.The Keeper expressed her thanks to the Board for their valued contribution, challenge, and input throughout the course of the year, and for the progress that this has allowed the organisation to make in 2022 - and wished members a restful Christmas and a Happy New Year for 2023.

Date of Next Meeting

61.The next Board meeting will take place on 14 and 15 March 2023 at St Vincent’s Plaza, Glasgow. The Board are also reminded that a long-term planning and risk workshop is scheduled to take place at Meadowbank House, Edinburgh on 17 January 2023.

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