Board minutes - June 2023

Published: 30 November 2023
Freedom of information class: How we take decisions

Board minutes and papers for June 2023.

Our board papers for June 2023 to accompany these minutes.

RoS board, minute of meeting

13 June 2023, Meadowbank House 2 South

Chair Jennifer Henderson, Keeper of the Registers of Scotland

Billy Harkness, Corporate Director

Chris Kerr, Registration and Policy Director and Interim AO

Andrew Harvey, Non-Executive Director/ARC Chair

Andrew Miller, Non-Executive Director

Asim Muhammad, Non-Executive Director (items 1-5)

Elaine Melrose, Non-Executive Director

Mhairi Kennedy, Non-Executive Director

In attendance

Chief Finance Officer (HB)

Head of Corporate Communications (NRH)

Head of Product (SB) – delegate attendee

Chief Data Officer (AH) - item 7

Head of IT Enablement (PC) – item 9

Head of BIA (CG) – item 10

Senior Benefits Analyst (BI) – item 11

Head of Customer Experience (IM) - item 11

Head of Risk and Information Governance (AR) – item 12

Head of Enterprise Risk Management (CI) – item 12

Communications Manager (RH) – item 15

Head of Procurement and Estates (EM) – item 16

Apologies         Kenny Crawford, Business Development Director
Secretariat Temp Head of Secretariat (ML)

Introduction, apologies and declaration of interests

1.The Keeper welcomed attendees to the June Board meeting, and noted apologies received from the Business Development Director.

2.The Keeper extended a warm welcome to the Head of Corporate Communications, attending for a Communications perspective of discussions, and to the Head of Product, attending as delegate representative for the Business Development Director.

3.The Board noted declarations from Andrew Harvey, Non-Executive Director/ARC Chair in relation to an independent appointment for a Non-Executive Director recruitment panel with the Scottish Fire and Rescue Service, and Mhairi Kennedy, Non-Executive Director, in relation to work with a Foreign Government. Neither were deemed to be a conflict of interest with RoS work.

4.Chris Kerr, Registration and Policy Director and Interim AO, 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 subject to one amendment; to withhold publication of sensitive annexes provided in the Key Risk Register Reporting by exception paper (item 12), due to sensitivities around emerging strategies.

Minute of the previous meeting

6.The minutes of the Board meeting of 14 & 15 March 2023 were accepted as an accurate reflection of the meeting.

Action log

7.The Board agreed that the following actions are now closed as proposed:

5969, 5970, 5971, 5972, 5973, 5974, 5975.

Open Board Discussion

8.The Keeper introduced the unstructured discussion time to allow conversation on items outwith the formal agenda that are of current interest to members.

9.The Board discussed an internal and external perspective of Public Sector Reform to drive efficiencies and the potential for RoS to support future shared service offerings within this area.

10.Members discussed RoS’ financial strategy and considerations going forward to align with PSR work and agreed that sight of an initial principle paper with executive summary on finances would be welcomed.


Chief Finance Officer/Registration and Policy Director & Interim Accountable Officer

To produce a principles of financial strategy report on operation; detailing how we sustain a breakeven position and immunise ourselves against market shock, with further detail considering areas on: people, estates, digital strategy, trading fund status, pricing, price index increases, and the financial principles that underpin these areas, to be finessed with Board feedback.

11.The Board discussed trading fund status and consideration should the proportion of our statutory and non-statutory delivery shift.

12.The Board discussed the value in the recent Big Picture Live (BPL) sessions but expressed concern that a number of colleagues had chosen not to attend. The board discussed the limited engagement and whether this was likely cultural or related to hybrid working attitudes, and noted it’s conflict with CSPS and IIP outcomes, though were advised that session follow ups were available online for alternative engagement.

13.Members heard that the BPL sessions were not mandatory, and that a follow up survey was issued to those who opted not to attend an in-person session, with 69% of respondents selecting that they would attend if the sessions were run again.


Keeper & Head of Corporate Communications

Consider Big Picture Live reprisal in conjunction with Stretch Plan launch, for those who did not attend the first iteration.

14.The Board discussed the potential signalling within this as an area of concern in achieving full buy in for wider organisational changes, including the stretch plan proposals, and highlighted the importance of effective change management in this area.

15.Members noted that ARC have a culture deep dive scheduled for September that can incorporate these considerations alongside other aspects such as the role of recognition in RoS.

16.Members heard that the ARC Chair will provide considerations for Board colleagues in relation to ARC succession planning and recruitment, to identify any gaps, within the September ARC update.

Stretch Plan Discussion

17.The Keeper welcomed the Chief Data Officer to the meeting to provide an update on modelling and proposed trajectory to support the review of ongoing work packages to accelerate open casework reduction.

18.The Board heard that the initial change in staffing costs should be covered within current income that will be released through this approach, however there will be longer term fiscal and strategic workforce planning implications to consider.

19.Members noted the insights surrounding different types of cases that make up the current open casework, and where the proposed modelling would ease bottlenecks in casework.

20.Members noted that a standing update will be provided to the Board going forward, detailing progress against the stretch plan, to monitor progress.

21.The Board heard that system workarounds put in place during the pandemic to ensure continuation in delivery over this period, are being actively considered by SAT to rollback where necessary and streamline related workflows.

22.Members noted that automation is incorporated into the people modelling, so any delays or changes in direction in that aspect would affect modelling accordingly.

23.The Board discussed the proposed grade composition of the modelling, training approach, staff culture, recognition, effective communications to share the changes, and consideration of SWP approach when open casework returns to BAU numbers.

24.The Board discussed market delivery vulnerability and financial implications related to this, and other key factors in the related modelling.


Chief Finance Officer

To produce a financial modelling report detailing spend vs cost comparisons in best and worst case modelling scenarios.



To provide a September Board update detailing planned interventions (timelines and impact).

High Value Contract Review

25.The Keeper welcomed the Head of IT Enablement to the meeting.

26.Members noted that Board advice was sought out of Committee in April 2023, on the intention to continue with Palo Alto – following member agreement this has been recorded formally.

27.The Board discussed renegotiation approaches to long term strategic partnerships, and how to ensure optimum commercial value is achieved in these discussions, alongside a wider public sector contribution where possible.

28.Members queried the approach in the situation where systems in contract are not delivering as required, and where contracts (post-Covid) may be re-considered to ensure continued value in line with impact e.g. reduced building use.

29.The Board discussed benchmarking against other government services to ensure best value, and to consider exit options as standard for high-value contracts if they are failing to deliver as expected.


Corporate Director/Head of IT Enablement

To share supplier benefit report outwith Committee for Board awareness.

30.Members were advised that all suppliers are procured through government framework, which leverages scale and drives best commercial deals through framework approach.

31.The Board considered how to drive wider value around corporate social responsibility and agreed to share the annual procurement report with members to consider.


Corporate Director/Head of IT Enablement.

To share annual procurement report outwith Committee, and seek feedback, with consideration of sharing onward to ARC if any additional operational benefit is identified by members.

32.The Board noted that, whilst not exceeding the £1 million threshold, an update on proposals surrounding HR systems will be brought to the September Board for input.

33.The Board noted that a paper will be brought to the September board providing summary of key systems that underpin our ability to operate and related risk assessments and considerations if any key high-value suppliers were to cease trading.

34.Members were advised that an update on the estates strategy will be presented at the December Board, which will include an annex on facility contract considerations for the future estate.

RoS Forecasting Accuracy

35.The Keeper welcomed the Head of BIA to the meeting.

36.Members discussed the forecasting variations, noting that for intakes the expected CP figure is published, against actual final outturn.

37.The Board advised that it would be beneficial to see forecast vs corporate plan actuals in future iterations and agreed that this paper would be a welcome annual update.

38.Members were advised that internal reporting on expected intakes and despatches is shared with Team leaders on a monthly basis in order to effectively monitor and manage their teams, alongside operational managers monitoring daily projections.

39.The Board noted that monthly performance reviews are carried out with related weather reports for senior managers’ oversight.

Board Performance Monitoring


40.The Keeper welcomed the Senior Benefits Analyst, and Head of Customer Experience to the meeting.

41.The Board discussed the revised performance monitoring report and provided feedback on the displayed metrics, noting that the arrows show up or down progress, as opposed to reporting against forecast, but that this could be clarified for the next iteration.

42.The Board agreed that a quarterly reporting cadence would be acceptable, however with the addition of short bullet updates where exceptions can be clarified against each red arrow, for ease of understanding any changes in the figures that aren’t clear from the initial metrics.

43.Members noted the Spring Customer Survey results update and were advised that our expanded baseline questions and benchmarking against other organisations allows rich data to gauge how customers are reacting to our work.

44.The Board heard that discussions with Private Sector organisations, alongside the establishment of a Scottish Users Group is ensuring best practice sharing and allowing for deeper dives.

45.The Board learned that surveys are shared in line with the Institute of Customer Service best practice, and queried if the institute are Market Research Society accredited, as the accepted bar for Government bodies contacting consumers for feedback.


Head of Customer Experience

To confirm if the Institute of Customer Service are accredited by the Market Research Society and provide an update to be shared outwith Committee to advise.

46.The Board heard that trackers are being implemented to assess changes to customer satisfaction as the stretch plan is implemented and maintained and highlight any early signs of significant change.

KRR Reporting by Exception

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

48.The Board heard that the Information and Governance Team are currently considering aligning NXD colleagues to specific key risks within the stretch plan as informal sponsors in order to leverage knowledge in this space.

49.Members noted that ARC will consider the audit and assurance plan to ensure accountability and responsibilities remain clear cut.

50.The Board noted that as the stretch plan performance reporting moves forward, consideration of the related risk profiles must be monitored, and that a holistic approach identifying tolerance on risks and including early warning flags would be optimum.


Keeper/ARC Chair – To consider the ARC role within this risk profile reporting/tolerance on risks to ensure close monitoring.

51.Members learned that the Information Governance Team are considering risk in an accumulated way and have spoken with peers in risk management to produce a draft methodology, which may have limitations because we are not in a quantitative risk area.

Audit and Risk Committee Update

52.The Keeper invited the Audit and Risk Committee (ARC) Chair to introduce the ARC update, which members noted.

Annual Report and Accounts Discussion

53.The Keeper welcomed the Communications Manager to the meeting.

54.The Board offered feedback on the Annual Report and Account (ARA) draft, providing feedback on length, balance of narrative, upfront number provision, and the over-emphasis on positive achievement throughout.

55.It was agreed that the report would be reviewed and updated to ensure that any areas of work where less progress than anticipated had been delivered was as clearly articulated as the areas where expectations had been met or exceeded.

56.The Board discussed the balance between information within the report and signposting where the related information can be accessed on RoS external performance pages and suggested a restructure of the document to detail what has been achieved, what has not yet been achieved, and what was not planned to be achieved yet, within the context of the wider 5-year plan.

Health & Safety Annual Report

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

58.The Board noted that the Health and Safety (H&S) Committee, in discussion with PCS, are considering how H&S will continue to change in a hybrid world, and the Board were specifically interested in the related wellbeing reporting.

59.The Board also heard that considerations are under way in relation to the non-RoS tenants within our buildings and the H&S role surrounding their tenancies.

60.The Board confirmed that they were content to endorse the publication of the Health & Safety Annual Report.

Board Effectiveness Review Pulse Survey Proposal

61.The Board agreed on the proposed effectiveness review pulse survey, with the addition of one question assessing if it is sufficiently clear in Board papers what the ask for each slot in regards to NXD input is.

62.Members noted that the survey will be shared for anonymous completion in August 2023.

Papers for Noting

63.The Board noted the following papers:

  • Governance Risk Discussion Tracker
  • EDI Mainstreaming Report
  • SWP Update
  • Income Review Project Report (Annual Compensation Update & Fraud Reporting for 2022-23
  • Qdos/IR35 Update

64.The Board noted that, whilst the SWP project is complete, the work is ongoing so some level of reporting should remain.  It was suggested that this could align with reporting on the financial strategy principles and stretch plan, to embed the approached recommendations and detail the people trajectory and related strategies.

Items to be Delegated to the Audit and Risk Committee (verbal)

65.The Board agreed to delegate the following items to the Audit and Risk Committee:

  • Stretch Plan Risk Landscape Consideration
  • Culture Conversation
  • Annual Procurement Report

Board Observer Feedback

66.The Keeper invited Chris Kerr, Registration and Policy Director and Interim AO, to provide Board observer feedback.

67.The Board observer noted that, whilst slot timings stretched past scheduled plans, the judgement on extended timing was necessary to ensure benefit from rich discussions surrounding key issues.

68.The Board observer commented on the interesting scope of topics raised within the unstructured discussion time and noted the areas of shared interest through different perspectives and commented that this was a valuable use of time.

69.The Board were asked to consider where lines of questioning may be better managed in offline time or through one to ones, where the scope of interest is limited or specific in nature, in order to streamline discussions.

70.The Board observer noted a good equity of contribution from NXDs, Board members and presenters, however asked the group to consider which papers might not need presenter support if a substantive discussion is unlikely.


71.The Keeper provided a verbal update on the planning progress of the EMT restructure recruitment, and advised NXDs that they will be approached for support of this activity in due course.

Date of Next Meeting

72.The next Board meeting will take place on 12 and 13 September 2023 at Meadowbank House, Edinburgh.

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