Board minutes - September 2023

Published: 09 February 2024
Freedom of information class: How we take decisions

Board minutes and papers for September 2023.

Our board papers for September 2023 to accompany these minutes.

RoS board, minute of meeting

12 September 2023, Meadowbank House 2 South


Jennifer Henderson, Keeper of the Registers of Scotland (Day 1)

Chris Kerr, Registration and Policy Director and Interim AO (Day 2)


Billy Harkness, Corporate Director

Kenny Crawford, Business Development Director

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)

Head of Corporate Communications (NRH)

Deloitte Manager (MFBAM) items 6 & 7 via Teams

Chief Data Officer (AH) – item 10

Head of Registration (SS) – item 10

Domain Architect (SS) – items 10 & (27 via Teams)

Senior Benefits Analyst (BI) – item 11

Head of Risk and Information Governance (AR) – items 12 & 29

Head of Enterprise Risk Management (CI) – item 12

PCS Deputy Branch Chair (JJ) – item 24

PCS Representative (SW) – item 24

Head of IT Enablement (PC) – item 27

Head of Cyber Security (AC) – item 27

Head of IT Development (CB) – item 27


Jennifer Henderson, Keeper of the Registers of Scotland (Day 2 – Items 25-30)

Deloitte Audit Director (PK) – items 1-8

Secretariat Temp Head of Secretariat (ML)

Introduction, apologies and declaration of interests

1.The Keeper welcomed attendees to the September Board meeting and noted her apologies for day 2, to be Chaired by the Registration and Policy Director and Interim AO. The Chair also noted apologies from the Deloitte Audit Director, and advised members that a Deloitte Manager will be joining via Teams in his absence.

2.No declarations of interest were made.  The Board were advised that the Head of Secretariat will reach out in due course for annual Registers of Interests updates.

3. Andrew Harvey, Non-Executive Director & ARC Chair, agreed to be the Board observer.

Agenda items to be taken in private

4. The Board agreed the transparency recommendations as outlined in the supporting paper, other than that of the ARC Terms of Reference, which were agreed to external publication as part of the pack.  Members noted the increase of items being taken in private, however agreed this aligned to current focus on emerging strategies that will be published more widely at the appropriate time.

Minute of the previous meeting

5. The minutes of the Board meeting of 13 June 2023 were accepted as an accurate reflection of the meeting.

Action log

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

6044, 6045, 6046, 6047, 6050, 6052.

Action - Head of Corporate Communications - Following action 6045 - Consider plan for increasing engagement levels of colleagues who do not participate in available update sessions (such as Big Picture Live) and consider how to increase participation in BPL to make it a more effective mechanism for engagement going forward.

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

6048, 6049, 6051.

Audit and Risk Committee Annual Report

8. The Chair invited the Audit and Risk Committee (ARC) Chair to introduce the ARC Annual Report.

9. The Board noted that ARC are continuing to establish a relationship with Deloitte, and encouraged a planned lessons learned discussion to identify what worked well and any areas for improvement moving forward.

10. The Board noted salient points in relation to ARC succession planning, recruitment, and SG DIAA support.


Accountable Officer (with ARC Chair)

To consider options, pros and cons, and related timescales, to secure effective internal audit going forward, and to produce and table a related paper to EMT on initial considerations, ahead of returning to the Board with streamlined viable options to consider.

Deloitte Update: 2022-23 Draft Annual Audit Report

11. The Chair welcomed the Deloitte Manager to the meeting and invited him to present the 2022-23 Draft Annual Audit Report to the Board, drawing members attention to key aspects and findings outlined in the report.

12. The Board noted the degree of management judgement surrounding Fee Income flagged as a significant risk and agreed to aspire to have demonstrated a reduced level of risk within this area by next year’s audit, based on the factors used for assessment in this area by Deloitte.

13. The Board discussed exposure to a comparison within the wider public sector environment, and best practice in this area, and were advised by Deloitte’s that RoS’ work is largely in line with that of wider public sector requirements.  Members queried if there was a comparison within a broader scope of the public sector and within enterprises with the same public dynamics and were advised that the Deloitte Manager was unsure if there was a specific comparison made.

14. The Board noted that HMLR and similar bodies have publicly reported audits, which RoS could compare with should they wish to consider any areas of similarity and related risks.

15. The Board thanked the Deloitte Manager for the report and shared their praise for the RoS Finance team, and other colleagues involved in the audit process, for their hard work to complete this.

Annual Report and Accounts 2022-23 Final

16. The Board endorsed the signing of the Annual Report and Accounts 2022-23 by the Keeper and the Accountable Officer as drafted.

17. The Board noted that performance narrative should continue to be developed in external reporting (including the ARA) going forward, to ensure a suitably balanced reflection of progress.

18. The Keeper thanked the Deloitte Manager for his virtual Board attendance and noted that the Docusign process for formal signing of the ARA will be prompted by the Audit Director in due course.

Audit and Risk Committee Quarterly Update

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

20. The Board were advised that ARC are undertaking a RoS Culture Deep-Dive in coming weeks, and noted the importance of underpinning any work in this area by ensuring continuity in leadership as the new EMT structure is embedded.


Board Secretary

To schedule a slot at the next 3 Board meetings for the Keeper to provide an update to members on EMT development and embedding at a working level.

21. Members discussed assurances around the status of contingent workers, and the wider work around long-term workforce planning in this area.

22. The Board noted that IT are checking password compliance following this being flagged as an amber point in the audit, to assess and report into ARC if any wider system issues are present.

23. The Board stressed the importance of connecting mechanisms to tie into improving performance, including good reporting, and KRR trajectories.  The group noted that IG are working closely with SAT colleagues to develop suitable tracking mechanisms for risk and benefits going forward.

24. Members discussed wider scope work reporting, and the importance of ensuring sight of what is happening elsewhere in the public service to engage on elements that would be of benefit to RoS.


Keeper and Registration and Policy Director & Interim Accountable Officer

To discuss wider public sector oversight to feed into RoS work as appropriate.

Stretch Plan Beyond Current Corporate Plan Reporting

25. The Chair welcomed the Chief Data Officer, Head of Registration, and Domain Architect to the meeting, and invited the Registration and Policy Director and Interim Accountable Officer to introduce the slot.

26. The Board noted that there were 3 key areas of focus to support stretching beyond our current corporate plan targets on the theme of senior registration capacity challenges, namely, increasing headcount, increasing productivity, and moving appropriate work to more junior caseworkers to free up senior colleague capacity.  Members learned that SWP work has focussed on future workforce planning dependant on success or failure of related factors.

27. The Board encouraged EMT to adopt a ‘fail fast’ approach to accelerate progress and identify any challenges or necessary changes in approach at an early opportunity, and monitor change fatigue regardless of direction of travel.  They were made aware that EMT are monitoring on a weekly basis to assess progress in this manner.

28. Members requested a clear output reporting measure going forward, to show what has been achieved to date within the plan and any milestones that have not been met as expected and were provided with a verbal update on progress to date.

29. Members noted that an initial trial in releasing capacity has been successful, however utilising that capacity to its full extent to increase output in line with projections is still underway and will require proving.


Registration and Policy Director & Interim Accountable Officer

To consider how best to present future updates to the Board to show clear reporting on activities to date.

30. The Board stressed the importance of ensuring effective communications to ensure staff and managers are supporting changes, to bolster the approach, and encourage buy-in.  It was noted that Manager’s sessions are being considered in line with ongoing work to drive from the top down.

31. The Board noted that staff’s duties outwith core delivery are being considered along with personal processes, to ensure efficient streamlining and output focus, to create an optimal delivery opportunity and environment.  Members also heard that training and development, including new start inductions, are being reframed in slices to drive productivity, and promotions are being offered on temporary basis’ to monitor effectiveness.


Corporate Director

To bring back a Board update on the colleague performance process and related assurances to support renewed delivery goals, including plans for those not performing effectively to meet requirements.

32. Members noted that SAT are reprioritising their area of work to ensure sufficient focus is being given to ensuring delivery of the 12 quarter plan as the main priority, and that EMT are monitoring the SG 35 hour working week discussions appropriately in line.

33. The Board discussed the low confidence framing within the initial reporting, and noted that the first 6-9 months are focussing on building capacity, following which we would hope to see the confidence improving in line with the plan coming to fruition.

Board Performance Monitoring by Exception

34. The Chair welcomed the Senior Benefits Analyst to the meeting and invited the Board to discuss the exception reporting.

35. The Board noted that there is an unfavourable variance of our financial performance year to date and noted that there was discussion later in the meeting at the steps being taken to ensure a break-even position is maintained.

36. Members discussed a potential systemic issue around contractor use and raised queries around natural attrition of workforce.

37. The Board queried the reported increase in casework and were assured that longstanding open casework is declining, however reporting also takes into account BAU casework, so market fluctuations can mask the progress on longer standing progress reporting.  Members noted this could be more clearly defined in future reporting for clarity.

38. The Board were advised that a pay deal is in the final stages of negotiation and has been taken into account in the latest iteration of the financial modelling.

KRR by Exception

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

40. The Board were advised that route to target elements represent stretch target deliverables, and that that Key Risk Register contains additional information on causes and impacts, with stretch target representation in other key risk assessments to greater and lesser degrees.


Board Secretary

To share example infographic from KRR on operational capacity, detailing projected route to target factors.

Principles of Financial Strategy

41. The Board discussed statutory fees, future operating models, shared services,

42. Members were advised that it has been agreed that no fee changes are currently being considered, however it may be an appropriate time to consider early options to inform a future fee strategy.


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

To consider appropriate time to commission an in principle fee strategy review to return to the Board for early discussion (to include timeline and legislative considerations, market triggers, current non-charged services that could attract a fee, and what other jurisdictions are doing).

43. The Board were advised that the financial strategy is in service of what we aim to deliver, and how related income is delivered, and noted that a future iteration should include indices to understand the structure and shift of spend over time and inform how to create greater efficiency in our enabling functions.

44. Members discussed the ratio of operational areas to supporting areas within the organisation, and queried if the split was an effective model, alongside the reliance on contingent workers.  The Board were advised that SWP are continuing to monitor and inform the proposed suture shape of the organisation based on key factors around digital and staffing productivity within realignments.


Corporate Director

To bring back December Board paper focussing on current operating model outsourcing provisions (and where insourcing should be considered), and draft future operating models and related assumptions.


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

Incorporate session feedback and bring back a financial strategy document based on the principles discussion for Board sign off, to subsequently translate into a delivery plan and return for Board input on an annual basis thereafter.

Early Discussion on Affordability Options

45. The Board noted the high, mid and low-income scenarios and potential risks stemming from market uncertainty.

46. Members noted the Digital budget approach – detailing base operating budget and identifying planned spend under strategic objectives, providing clarity on where potential saving could be implemented (and what it would mean for delivery in that area) – and agreed that casting the wider organisational directorate budgets in this manner could provide additional clarity on decision making to account for any shortfall.


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

Consider implementing Digital budget approach for 23-24, to categorise budgets under base operating and planned spend against strategic objectives to allow consideration on what could be slowed, paused or stopped across all business areas to deliver savings, or 5/10/15% budget reduction scenarios.

47. The Board discussed reduction of base operating costs and how this could be achieved in the long term, considering options such as estate costs, product fees, and contingent worker reliance.

Board Effectiveness Pulse Survey Results

48. The Keeper introduced the Board Effectiveness Pulse Survey results paper and opened up discussions to members on the suggested areas of focus to deliver greater Board effectiveness.

49. Members agreed that Non-Executive Director (NXD) and C2 relationships are useful where they were in place already, but that further engagement and connections should be made in this space to better utilise NXD experience and advice, and to widen the horizons of C2 colleagues outwith the public sector.

50. The Board discussed increasing NXD exposure to wider stakeholders where relevant, to inform strategic business knowledge from different levels, and to act as RoS ambassadors more widely in the external market.



To consider and discuss opportunities for wider NXD stakeholder engagement with stakeholders with the Head of Corporate Communications, and updated lines to take for sharing with NXDs.

51. The Board were interested in seeing how tracking progresses against the 12-quarter plan to clearly demonstrate progress.

Board Terms of Reference

52. The Board approved the updated Board Terms of Reference (ToR) as drafted, noting that a revised ToR will be brought back to the Board when new EMT roles are embedded and related considerations on Board membership have been addressed.

Papers for Noting

The Board noted the following papers:

  • Governance Risk Discussion Tracker
  • We Invest in People Assessment Report
  • Risk Appetite Approach as part of ERM Framework

The Board approved the updated ARC Terms of Reference.

Members discussed the journey to Platinum level IIP and noted that this is being considered in line with ongoing culture discussions.

Items to be Delegated to the Audit and Risk Committee

56. The Board suggested that ARC may wish to consider a leadership succession planning deep dive to consider any long-term risk within this area.

Board Observer Feedback

57. The Chair invited Andrew Harvey, Non-Executive Director/ARC Chair, to provide Board observer feedback.

58. The Board observer noted that the pacing of the meeting was appropriate, with sufficient flex provided where required to continue rich discussions, and firm stops where conversations were running-on – noting the benefit of finding time to bring in each member in turn for their comments.

59. The Board observer was understanding of the last-minute shift in agenda timings to prioritise an urgent discussion involving a number of Board members, however cautioned against this being a regular occurrence.

60. The Board noted feedback around a request for Board assurance on line manager visibility, and offer of mature NXD support whilst new EMT are embedding.

61. The Board observer fed back on the paper pack size being at the limit of digestible, cautioned around reduced effectiveness of late papers, and called for clear executive summaries within papers to focus discussions.

Update on EMT Recruitment

62. The Chair provided an update to Board members on the progress of EMT recruitment and restructuring.

NXD Private 1:1 with the Public and Commercial Services Union

63. NXD Board members held a private 1:1 with the RoS Deputy Branch Chair and PCS Representative.

Open Board Discussion

64. The Registration and Policy Director & Interim Accountable Officer welcome members to day 2 of the Board as Chair depute, and introduced the unstructured discussion slot to allow free-flow of conversation on items outwith the formal agenda that are of productive interest to members.

65. The Board discussed user research being undertaken on ETS and wider changes within the organisation, and noted that keeping up momentum with customers who buy-into changes is key to continue maintaining strong stakeholder relations and receiving robust feedback to utilise effectively.

66. The Board debated the benefit of a unit cost production summary, and the importance of robust forecasting in a potentially volatile market, considering wider indicators and economic predictors.

67. Members discussed colleague engagement and managers approaches to learning and development uptake and how to potentially improve engagement in this area to remove barriers to promote self-growth using the tools and support provided.

68. The Board expressed their interest at viewing the upcoming Estates Strategy and related cultural aspect of considerations, including home/hybrid working views.

69. Members discussed alternative money saving measures including licensing, contracts, and level of service to cost considerations.

70. The Board queried the central vs delivery function split in staff, and related costings to end product production and suggested benchmarking against other public sector organisations to consider optimum make-up of staff.


Corporate Director

To supply an overview of the organisation showing headcount and cost against (i) front facing services and (ii) supporting functions.

71. The Board queried shared service integration, and RoS’ involvement, and where this could potentially be used as a cost saving measure in certain areas of the business.

72. The Chair noted that the majority of points raised are stitched into stretch plan work/considerations, and Board members will receive relevant updates in line with this reporting.

Digital Showcase (including use of AI)

73. The Chair welcomed the Head of IT Enablement, Head of Cyber Security, Head of IT Development, and Domain Architect to the meeting, and invited the Corporate Director to introduce the slot.

74. The Board were talked through the supplied slide deck, and members were invited to share any queries or comments.

75. The Board discussed digital supplementary pay, and noted that it would be difficult to apply considerations to one sole area, however agreed that an options paper would be useful to inform further considerations.


Corporate Director & Head of IT Enablement

To provide cost analysis detailing where digital spend is being used (headcount overlaying licensing, legacy etc split) to share outwith committee.

76. The Board noted that digital efficiency has demonstrated pockets of success for example in Sasines, and that harnessing the success at a broader scale will be the challenge.


Members noted that the slides used in session have been updated since Board pack circulation – Board Secretary to share updated copy with members for awareness.

77. Members noted that a Gartner session will be arranged circa October, to consider outcome driven metrics, and a wider Board session will be considered at the appropriate time to discuss costs and relationships to more widely mirror the Digital approach to RoS budget monitoring.

External factors for 24/25

78. The Chair welcomed the Head of Risk and Information Governance to the meeting, who talked members through the provided slides to scene set for the upcoming stretch plan enablers discussion and detail the wider context in which the plan will require to be delivered.

79. The Board considered external factors including Geopolitics, Economy, Politics, Technology, People, and Land Reform, noting that the majority of factors are outwith our control so a tentative approach should be considered when taking on new activity from SG.

80. The Board viewed the 2024-25 financial position for delivery of the CP and stretch plan, at max, mid, and minimum income levels, to tie into discussions on prioritising enabling factors.

Other Enablers to Prioritise Delivery

81. Board members participated in a workshop activity to inform the development of an initial draft CP Year 3 2024/25 delivery plan, prioritising actions for delivery within the plan and establishing any items to consider stopping, or de-prioritising for completion over a longer timeframe. The Board noted that the draft year 3 delivery plan paper will subsequently be tabled for discussion at the December 2023 Board meeting.


82. The Keeper noted that this was the Business Development Director’s final Board meeting ahead of his departure from RoS, and members warmly extended their thanks for his tenure on the Board, and contribution to the wider organisation and EMT throughout his time in post.

Date of Next Meeting

83. The next Board meeting will take place on 12 December 2023 at St Vincent Plaza, Glasgow.

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