Board minutes and papers - June 2024

Published: 01 October 2024
Freedom of information class: How we take decisions

Board minutes and papers for June 2024.


Table of contents

RoS board, minute of meeting

11 June 2024

St Vincent Plaza, Glasgow

Chair

Jennifer Henderson, Keeper of the Registers of Scotland

Present

Chris Kerr, Director of Policy and Corporate Services and AO*

Martin Burns, Director of Digital, Data and Technology

David Blair, Director for Customer and Business Development

Billy Harkness, Director of People

Andrew Harvey, Non-Executive Director/ARC Chair

Andrew Miller, Non-Executive Director

Asim Muhammad, Non-Executive Director

Elaine Melrose, Non-Executive Director

Mhairi Kennedy, Non-Executive Director

In attendance

Chief Finance Officer (HB)

Senior Benefits Analyst (BI) - item 6

Head of Finance - Financial Management and Finance Business Partnering (AB) – items 6, 10 & 11

Head of Customer Experience (IM) – item 6

Customer Insight Manager (SG) – item 6

Head of Procurement & Estates (EM) – items 9 & 15

Head of Enterprise Risk Management (CI) – item 7

Head of Risk and Information Governance – item 7

Head of External Communications and Engagement (JG) – item 14

Secretariat Head of Secretariat (LM)
Executive Assistant to the DIrector of Policy and Corporate Services and Accountable Officer (VB) (observer)
Apologies None

Introduction, apologies and declaration of interests

1. The Keeper welcomed attendees to the June Board meeting and extended a warm welcome to the Senior Executive Assistant to the Director of People who was observing the meeting as part of her Secretariat induction.

2. The Chair noted that this Board meeting marked the last working day of the Director of People after 42 years’ service at RoS. The Board thanked him for his contribution to RoS and wished him all the best for the future.

3. No declarations of interest were made.

4. No apologies were received.

5. Mhairi Kennedy, Non-Executive Director, was designated as the Board observer.

Agenda items to be taken in private

6. The Board agreed the transparency recommendations detailed within the paper.

7. The Board noted CSAT results paper transparency decision and suggested that RoS should be upfront when procuring third party suppliers about whether we would want to publish information externally and to agree expectations at the procurement stage.

8. The Keeper advised that she had considered publishing Board papers earlier than we do at present, however, felt it was important to ensure the minutes of the meeting the papers relate to are published at the same time as the papers, to add context and avoid scope for confusion.

Minute of the previous meeting

9. The minutes of the Board meeting of 14 – 15 March 2024 were agreed as an accurate reflection of the meeting.

Action log

10. The Board agreed that the following actions are now complete and can be closed as proposed:

6130, 6233, 6324, 6326, 6327, 6328, 6329, 6330, 6331, 6332, 6333, 6334, 6335.

11. The Board agreed that the following actions are ongoing and should remain open:

6205, 6325.

Open Board Discussion

12. The Chair introduced the unstructured discussion slot to allow free-flow of conversation on items outwith the formal agenda that are of interest to members. The Board discussed the following topics:

  • Ministerial Updates
  • Audit and Risk Committee Recruitment Update
  • Cyber Resilience
  • Contingent Worker and Recruitment Update
  • Departing Reflections from the Director of People.

Long Term Planning Workshop Next Steps

13. The Director for Customer and Business Development provided a verbal update on the long-term planning workshop and next steps. The Board noted the key takeaways from the discussion and that a Backbrief paper would be presented to the September Board to note formally.

14. The board noted that the ideas captured during the workshop would be added to a tracker of current and potential future projects and this would be brought back to the Board at the appropriate time for further input.

15. The Board stressed the importance of focussing on 2/3 things in the business development space first and delivering these successfully at pace, rather than trying to deliver too much at the same time, resulting in very gradual progress.

16. The Board stressed the importance of being able to clearly articulate why we are investing in the business development space, what we are trying to drive, how we will use the money generated and ensuring it is aligned to the RoS purpose.

17. The Chair thanked the Director for Customer and Business Development for the update and noted that a written Backbrief would be presented to the September Board for noting.

Performance Monitoring

18. The Chair welcomed the Senior Benefits Analyst, Head of Finance (Financial Management and Finance Business Partnering), Head of Customer Experience and Customer Insights Manager to the meeting and invited the Board to discuss the exception reporting.

19. The Director of Policy and Corporate Services provided a verbal update on performance. The Board noted we are on track for stock reduction and ahead of target for clearing the oldest casework.

20. The Board discussed the two risks that had moved to Amber and were understanding of the reasoning for this shift, noting that full benefits will still be achieved, albeit in slightly slower time. The board highlighted that any interrelationships and consequences aren’t clear in the paper as currently drafted and requested that this was improved for future reporting.

Action

Director of Policy and Corporate Services and Keeper to write a summary of impact into future performance papers, ensuring interrelationships and consequences (including financial) are made clear.

21. The Board noted that the target clearance rate for outstanding casework has doubled from April 23 – April 24 and commended RoS for this achievement.The Board were assured that we are on track to clear the outstanding casework by the end of the corporate plan period, with a small number of complex cases, such as large estates, that may take longer and could be completed within a longer period, in agreement with the applicant.

22. The Director of Policy and Corporate Services (Accountable Officer) provided a verbal update on the financial position. The Board questioned how the income will be affected when automation takes over and colleagues move from completing multiple dealings a day to working on one complex case a day. The Accountable Officer highlighted that any lost income is likely to be negligible, however, agreed to check and report back to the Board.

Action

Accountable Officer to check how income will be affected when automation takes over and colleagues move from completing multiple dealings a day to working on one complex case a day.

23. The Board highlighted that it would be helpful for the report to show a cash position at the end of each month and the Accountable Officer agreed to add it in to future reports.

Action

Accountable Officer to add a cash position month on month to future performance reports.

24. The Board reviewed the strategic high value contracts and agreed it would be helpful to understand which contracts are long term strategic partnerships that we are almost certainly committed to renewing, versus which contracts will have a renewal choice and the Board would expect to see and provide advice to inform the decision. The Board also agreed that it would be helpful to add in any break clause dates between the start and end date columns of the table presented.

Action

Accountable Officer to check which of the high value contracts are long term strategic partnerships that we are committed to renewing, which areas will have a renewal choice that the Board would expect to see/discuss.

Action

Head of Finance (Financial Management and Finance Business Partnering) to ensure that any break clause dates are added to the strategic high value contracts table for future Board reporting.

25. The Head of Customer Experience introduced the CSAT results paper.

26. The Board thanked the Head of Customer Experience and Customer Insights manager for the helpful report and praised the positive results. The Board were keen to understand how the results compared to the public sector within Scotland and noted that a working group had been established to share results within the Scottish public sector and it was suggested that this should be reflected within the narrative of the report.

27. The Board agreed that it would be helpful at an appropriate time for the Head of Customer Experience to come back to the Board to explain how the results of the survey will shape the target operating model for the customer service function and to be clear on how the data is feeding in as insight.

Action

Head of Customer Experience to come back to the Board at the appropriate time to explain how the CSAT results will shape the target operating model for the customer service function and to be clear on how the data is feeding in as insight.

28. The Board expressed an interest in seeing the customer sentiment, including best and worst comments and listening to calls. It was agreed that this could be done as part of a wider customer services advisory session focussing on where we are now and where we are trying to get to within customer services.

Action

Board Secretary to add a Customer Services advisory session to the Board agenda planner.

29. The Keeper thanked all colleagues for the helpful discussions and updates.

Prioritisation Matrix Update

30. The Director of Digital, Data and Technology walked the Board through a powerpoint presentation with some early thinking around a prioritisation matrix.

31. The Chair requested that high level views were provided during this meeting and the slides will be circulated to Board members after the meeting and the Director of Digital can have offline catch ups with Board members who wish to provide fuller feedback.

Action

Board Secretary to circulate the Prioritisation Matrix slides to Board members and members are encouraged to catch up with the Director of Digital, Data and Technology outwith the meeting if they have fuller feedback.

32. The Board were supportive of a framework, however, stressed the importance of having flexibility around decision making, agreeing that any tool should be used to support judgement alongside professional expertise and experience. The Board highlighted the importance of keeping operational capacity and capability in mind as well.

33. The Board noted that prioritisation would be across the whole organisation and it was agreed that the updated EMT structure chart should be shared with Board members for awareness.

Action

Board Secretary to circulate the latest EMT Structure Chart to Board members for awareness.

34. The Board agreed there was work to be done around the criteria set as they are not mutually exclusive and may result in double counting. The Board noted that the tool should help with transparency of decision making to allow others to understand why investment is made in certain areas.

35. The Board stressed the importance of clear delegations of authority between what a senior manager can commission within their own directorate and what needs EMT approval. The Board suggested that EMT should have visibility of any decisions being made by senior managers.

36. The Chair thanked Board members for the helpful feedback and encouraged colleagues to follow up with the Director of Digital, Data and Technology offline to provide further input. The Board noted that the final matrix would be brought back to the Board for sight and that it would be kept under review going forward.

Cyber Update - Third Party Risk

37. The Head of Procurement and Estates joined the meeting and the Director of Digital, Data and Technology presented the paper.

38. The Board noted that all contracts in place are call offs from the SG frameworks and have standard terms and conditions in place. It was highlighted that monthly meetings take place for high-risk contracts, with procurement and IT Security involved.

39. The Board questioned whether RoS have the right see cyber audit reports from substantial suppliers and if RoS would have a right to audit major suppliers. The Head of Procurement and Estates agreed to check and report back to the Board.

Action

Head of Procurement and Estates to check if RoS have the right to see cyber audits from substantial suppliers and also if RoS would have a right to audit major suppliers and report back to the Board.

40. The Board thanked the Head of Procurement and Estates and the Director of Digital, Data and Technology for the helpful paper and update.

KRR by Exception Annual Risk Management Policy Review

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

42. The Board discussed the people and change key risk shift in timeline and noted that more time is required to determine whether a step change in productivity has been achieved. The Board noted that this risk would be closely monitored throughout the year.

43. The Board noted that where risks haven’t moved between quarters, and they are not reported as an exception, then the controls in place to move the risk to target were not expected to land in the quarter just passed.

44. The Board agreed it was important to consider risk appetite closely as there may be opportunity to be more open to carrying some risks in the interests of serving the open casework. It was agreed that a deeper dive into the risk landscape around open casework should take place at the September Board meeting.

Action

Head of Enterprise Risk Management to present a longer item on the risk landscape around open casework at the September Board meeting.

45. The Board noted that the operational capacity risk should be reporting amber instead of red and the Head of Enterprise Risk Management agreed to update the risk to correct accordingly.

46. The Chair thanked the Head of Enterprise Risk Management and the Head of Risk and Information Governance for the updates.

Audit and Risk Committee (ARC) Update

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

48. The Board noted that the ARC received the internal audit annual assurance report for 2023/24 at their meeting in May. The overall assurance opinion was ‘reasonable’.

49. The Board noted that Deloitte and RoS management reported that the 2023/24 external audit was on track.

50. The Board noted the annual review of financial risks paper and agreed that this no longer needs to be an annual requirement. The Board agreed that ARC should maintain a discipline of considering whether anything has materially changed the quantum of financial impact and if so, an updated report should be commissioned as and when it is deemed appropriate.

51. The Board noted the paper as drafted and the Chair thanked the ARC Chair for the update.

Update on EMT Development and Embedding

52. The Chair provided an update EMT development and embedding. The Board noted that a Director of People and Operational Services had been appointed and would be joining RoS in September.

Governance Review Next Steps

53. The Head of Risk and Information Governance joined the meeting and provided an overview of the paper.

54. The Board noted that a Strategic Change Authority was being established with immediate effect and C2s will be chairing some of the tier 2 governance groups. The Board stressed the importance of supporting C2s with their development around collective decision making and accountability upskilling in order to make a cultural change and improve the efficiency of decision making. It was noted that there is an open invitation for C2 Chairs to shadow the ARC meetings as an example of best practice.

55. The Board agreed it was right to seek assurance on the effectiveness of the governance review implementation outwith EMT, however, were unsure that Board or ARC were the right groups to provide that assurance. It was agreed that further thought is required around where the assurance is sought to ensure that the efficiency or effectiveness of decision making hasn’t been diluted. The Board stressed that assurance should be proportionate and cautioned against over analysing.

56. The Board noted that the current operating model displayed the governance model and highlighted that this should be amended accordingly as the changes take place.

57. The Board were supportive of the changes outlined in the paper and were pleased to hear that activities were moving at pace. The Board were supportive of this shift freeing up EMT capacity to focus on long term strategic leadership and planning.

58. The Board noted that tier 3 groups will be sponsored by tier 2 groups and there will be an annual review of tier 3 groups to ensure they are still required. The Board stressed that culturally its acceptable for people to work collaboratively outwith a governance framework as a way of working, and it should be acknowledged that this is appropriate when relevant.

59. The Board noted that the Keeper and Accountable Officer have specific legal responsibilities that sit within governance, but somewhat outwith too. The Board noted that the Board and ARC have a role to support and advise the Keeper and Accountable Officer to discharge their legal duties effectively, and we should ensure this is clear in the governance review next steps.

60. The Board noted that ARC is doing a deep dive on leadership and succession planning in July. It was noted that the Board would be kept sighted on the governance changes, including the benefits we are seeing. The Board agreed that a key metric for measuring the success of the governance changes would be to ensure that RoS are more on track with delivery following the implementation of the new governance structure than they are currently and more progress is being made in longer-term strategic planning.

61. The Board thanked the Head of Risk and Information Governance for the helpful update.

Annual Report and Accounts

62. The Head of External Communications and Engagement attended the meeting to present the latest draft of the Annual Report and Accounts.

63. Board members noted the report has been shortened where possible following feedback from last year. No further feedback was provided during the meeting. Board members were asked to provide any further feedback by email by 14 June.

64. The Board noted that the final report would be presented to the September Board meeting.

Health and Safety Annual Report

65. The Keeper welcomed the Head of Procurement and Estates to the meeting, who introduced the Health and Safety Annual Report.

66. The Board recognised the positive report with a very low number of incidents. It was noted that quarterly health and safety inspections take place across both sites and there is a mandatory e-learning module to ensure colleagues who work some of their time remotely have an appropriate HS set-up. This has a close to 100% completion rate for hybrid workers. Estates colleagues are also trained to do online assessments for people working remotely if required.

67. The Board noted that RoS has gold accreditation for we invest in wellbeing.

68. The Board praised the well written report and were supportive of its publication.

Board Effectiveness Review Proposal

69. The Keeper presented the Board Effectiveness Review proposal.

70. The Board agreed the proposal as drafted and noted that the survey would be issued throughout July for completion, with the results being discussed at the September Board meeting.

Papers for Noting

71. The Board noted the following papers:

  • Governance Risk Discussion Tracker
  • Current Operating Model Backbrief
  • People Workshop Backbrief
  • Annual Compensation Update Fraud Reporting for 2023-24
  • People Strategy 2024 – 2027 – the Board noted that an overview of the People critical path would be presented to the September Board
  • DDAT Pay Framework
  • Board Terms of Reference
  • Gartner Contract Update
  • Business Continuity Update
  • Internal Review of Corporate Governance Full Report.

Items to be Delegated to the Audit and Risk Committee

72. No items were delegated to ARC.

73. The Board noted that the list of items that the ARC is taking responsibility for reviewing though deep dives is getting broader and questioned whether the ARC has sufficient breadth and understanding to provide assurances to the Board.

74. The Board noted that ARC is aware if its limits and will seek additional assurance where required. The Keeper highlighted that she is confident that we triangulate our assurance requirements and use other external bodies when appropriate, and the work ARC does is complimentary to that. The board noted that there is an assurance framework that details all the areas of assurance across RoS.

75. It was noted that the Board are responsible for reviewing RoS’ performance in relation to the delivery of strategies and providing advice on this aspect, whilst ARC is responsible for testing the control of the risks associated with the strategic delivery.

Day 1 Board Observer Feedback

76. The Chair invited the Mhairi Kennedy, Non-Executive Director to provide Board observer feedback following the conclusion of discussions.

77. The Board observer highlighted that it was a good meeting with healthy debate, involving all members. It was noted that the board continues to be well attended with very rare apologies.

78. The meeting was well Chaired, finishing on time whilst allowing discussions to flow where required and ensuring everyone had opportunity to contribute their opinions.

79. The retirement presentation to the Corporate Director was recognised as a highlight of the day.

80. The Board observer highlighted that the open discussion was one of the best discussions of this type to date, with lots of different topics raised and some excellent challenge.

81. The Keeper thanked the Board observer for the helpful feedback.

Date of Next Meeting

82. The next Board meeting will take place on 09 – 10 September 2024 at Meadowbank House, Edinburgh.

Board papers June 2024

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