Board minutes and papers - December 2024
Published: 11 June 2025Freedom of information class: How we take decisions
Board minutes and papers for December 2024.
Table of contents
- Introduction, apologies, and declaration of interests
- Agenda items to be taken in private
- Minute of the previous meeting
- Action log
- Open board discussion
- Board performance monitoring by exception
- KRR by exception
- Latest CSI survey results
- CSPS results – first look
- Audit and risk committee update
- Year 4 delivery plan
- Fee strategy
- DDAT pay framework deployment update
- Estates project update
- Papers for noting
- Items to be delegated to ARC
- Board observer feedback
- Close
- Date of next meeting
RoS board, minute of meeting
10 December 2024
Saint 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 Tracy Mcintyre, Director of People and Operational Services (from item 5) 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 Neil Mackay, Non-Executive Director |
In attendance | Chief Finance Officer (HB) Head of Communications and Engagement (NRH) Senior Benefits Analyst (BI) - items 7-8 Head of Finance: Financial Management and Finance Business Partnering (AB) - items 7-8 Head of Enterprise Risk Management (CI) - items 7-8 Head of Risk and Information Governance (AR) - item 8 Head of Customer Experience (IM) - item 9 Customer Insight Manager (SG) - item 9 |
Secretariat | Head of Secretariat and Governance (ML) |
Apologies | Andrew Miller, Non-Executive Director |
Introduction, apologies and declaration of interests
1. The Keeper welcomed attendees to the December Board meeting and noted apologies received as above.
2. No declarations of interest were made.
3. Asim Muhammad, Non-Executive Director, was designated as the Board observer.
Agenda items to be taken in private
4. The Board agreed the transparency recommendations detailed within the paper, and agreed that paper 18.9, shared as a paper for noting outwith the wider pack, be taken in private.
Minute of the previous meeting
5. The minutes of the board meeting of 09 and 10 September 2024 were agreed 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:
6612, 6613, 6615, 6616, 6617, 6618, 6619, 6620, 6621, 6623, 6627, 6628, 6630, 6631, 6632, 6634, 6635.
7. The Board agreed that the following actions are ongoing and should remain open:
6325, 6450, 6622, 6624, 6625, 6626, 6629, 6633.
Action
Director of Digital, Data and Technology and Director of Policy and Corporate Services and AO –To circulate outwith Committee, a copy of the SCA update paper providing a simplified view of automation, including resource, further to action 6615.
8. The Board noted that the People and Change Critical path discussion at the March Board will be underpinned by discussions held today, and at the upcoming January Year 4 Delivery plan workshop.
Open board discussion
9. The Keeper 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:
- UK and Scottish Budget Announcements and implications to RoS
- Cabinet Office Corporate Function Benchmarking Exercise developments
- NRS engagement and progress on discussions on a revised approach to deed handling
- Ministerial feedback on Moveable Transaction Fee Proposals
- EFW Committee Appearance Update
- AI Initiatives and related culture
- Cyber Security
- Civil Service People Survey.
The following actions arose from these discussions:
Action
Keeper – Consider opportunities to invite outside thinking into the Board for specific slots, both from RoS and the wider landscape of SMEs, to widen thinking and consider external perspectives. Board members are also invited to make suggestions to the Keeper based on the agenda plan for the year ahead.
Action
Director of Digital, Data and Technology – To extend an invite to Board colleagues to relevant upcoming workshops focussing on driving efficiencies and value from AI.
Board performance monitoring by exception
10. The Chair welcomed the Senior Benefits Analyst, Head of Finance: Financial Management and Finance Business Partnering, and Head of Enterprise Risk Management to the meeting and invited the Board to discuss the exception reporting.
11. The Board noted the positive operational performance with regards to progress on backlog reduction, and were advised of an anticipated deceleration of progress as the teams move into more complex casework. The group were also advised that the age of the backlog is being monitored, to ensure that not only is the volume of casework reducing but the age is also coming in at the rate required.
12. The Board were advised that the higher than average fee income has stemmed from the higher disposition transfer price based on the property value. The group heard that BIA monitor this and are considering more regular reflection in next year's modelling.
13. The Board noted a strong financial performance year-to-date, driven by higher-than-projected average fees and despatches, and the active consideration of pulling forward spending where appropriate, to mitigate 2025-26 financial pressures. The group also agreed to consider whether any accounting rules would permit pre-pay spend in this year.
Action
Chief Finance Officer - To consider whether accounting rules might allow some pulled forward costs to be allocated against the available additional income, where delivery of any items would fall into the next financial year.
14. The Board were advised that a review of the approach to strategic and high-value contracts is underway, with plans to introduce a more intelligence-led approach and reporting in the coming year.
15. The Board noted the annual underspend on salary and stressed the importance of budget holders striving for realistic start dates to give clear sight of related financials, and consideration of balancing permanent and contractor changes with financial dynamics as RoS look at future operating models.
16. The group heard that Directorate Strategic Workforce Planning exercises are underway to create a baseline, with a view to considering succession planning and making assumptions for the future workforce in due course considering culture, attrition and other related aspects. The Board noted the use of various recruiters to support recruitment activity and sought assurance that this is providing best value and terms.
17. Members noted that a fuller People update and view on strategic workforce planning will be presented at the March Board.
18. The ARC Chair was invited to consider where ARC may wish to provide independent assurance on suitable progress of work being monitored by the Board.
Action
ARC Chair – To consider any deep dives that ARC may wish to carry out to provide assurance on Board key item progress and share with the Keeper for her consideration to approve.
19. The Board noted that significant change is occurring in operational areas, and highlighted the importance of keeping the teams on track through high volume processing, to ensure limited disruption from expedites or other external factors.
KRR by exception
20. The Keeper welcomed the Head of Risk and Information Governance to the meeting.
21. The Board noted feedback that consideration on visibility of Cyber should be considered outwith the wider IT data scope to ensure sufficient visibility.
22. The Board noted that Business Development and Relationship with SG has a current cautiously escalated risk score due to the lack of maturity in the development process at this point, though as this moves into BAU work this is expected to decrease.
23. The Board noted the new governance route of approval for the Risk Management Policy, and clarified that this is approved by EMT, with visibility given to the ARC and Board for their awareness only, though these groups are considered in the policy’s renewal and would be asked for advice where any significant change is being proposed in future iterations.
24. The Board noted that a risk specific session will be held as part of the upcoming January Delivery Plan and Risk workshop.
Latest CSI survey results
25. The Keeper welcomed the Head of Customer Experience and Customer Insight Manager to the meeting.
26. The Board noted that setting an appropriate target for the citizen score will be considered at the January workshop, to ensure the right amount of attention and effort is directed towards achieving it based on how valuable this is deemed to RoS’ delivery focus going forward.
27. The Board noted that the creation of a Customer Insight Hub should address silo working and ensure that all customer research and insights are easily accessible to colleagues as required, providing a single source of truth for customer information and improving understanding of customer needs across the wider organisation.
28. The Board discussed the opportunity to gather insights from register users who have feedback that is not currently captured within our existing CSI surveys, including considering how to seek feedback from users interacting with less frequently used registers.
29. In the context of customer satisfaction, the Board discussed organisational pride, with a focus on understanding what it would take for staff to feel more proud of their work and how to celebrate successes more effectively.
30. The Board noted that positive impact the expedite process has had on reducing ministerial enquiries and complaints, and noted that the team has in part been motivated through customer empathy mapping, although there was some pushback from those who felt under additional pressure from understanding personal stories, so this nuanced balance needs considered.
31. The Board agreed that it would be useful to compare benchmark performance with other public sector bodies, particularly in Scotland, however noted that this information is not readily available, so would require manual intervention to gather.
Action
Head of Customer Experience and Customer Insight Manager – To seek information to inform wider public sector body benchmarking to consider where RoS sit in terms of CSI Scoring.
CSPS Results – First Look
32. The Director of People and Operational services introduced the slot, and shared high-level output via presentation. As the results of the CSPS are not yet available in the public domain the specific discussion at the Board has been recorded as a separate private meeting note, to avoid inadvertently sharing aspects of the results ahead of formal publication.
33. The Board noted that contingent workers are not participants in the survey, and were asked to consider whether an alternative approach to assessing contingent worker views should be considered for a rounded view.
34. The Board noted that a fuller CSPS update would be provided to the March meeting.
Audit and risk committee update
35. The ARC Chair presented the Audit and Risk Committee Update to the Board and highlighted key updated within the paper.
36. The Board noted that there has been productive contribution from the newer ARC members who are settling into their roles well.
37. The Board discussed the context shared with new NXDs around the position of SG taking our reserves when we were reclassified, and the explicit transfer of risk for unexpected financial liabilities in RoS to the consolidated fund that look place at that point, and noted that it may be useful to incorporate this into Annual reporting for clarity on operational finances.
Action
Accountable Officer and Head of Communications and Engagement – To consider appropriate annual update via Annual Report and Accounts draft to include a footnote on the position in relation to unexpected financial liabilities.
38. The Board discussed the assurance framework around change and heightened risk, separate assurance for change to avoid it being perceived as business as usual. Members were advised that a go/no-go criteria and proper assessment for fundamental initiatives have been implemented to providing greater assurance in this area going forward.
Action
Head of Enterprise Risk Management and Head of Risk and Information Governance – To pick up discussions with Mhairi Kennedy NXD around proposals in effectively linking risk to change.
39. The Board were advised that ARC are reviewing the learnings from the recent Audit Scotland report into the recent high profile external news reports of inappropriate spending at a Scottish non-departmental Public Body, and are seeking assurance from the management team that any identified weaknesses in process are not replicated at RoS and any appropriate additional controls recommended as a result of this report will be implemented if required.
40. The Board noted the paper as drafted and thanked the ARC Chair for the update.
Year 4 delivery plan
41. The Board discussed a key focus on ensuring clarity on deliverables and capability to deliver the proposed plans, noting that the current iteration is quite vague in various areas.
42. The Board shared their advice to ensure plans are manageable and ensure that RoS are not trying to drive too many deliverables at one time, which may cause delay or non-delivery if any unexpected projects arise.
43. The Board noted frustrations around continued discussions on training hubs with little progress to date, however were assured that the revised fit-for-purpose training approach has evolved and will support the effectiveness of colleagues, and monitor success.
44. The Board discussed the importance of driving value from the current estate ahead of implementation of a clear and ambitious revised strategy, and the importance in seeing material progress as this moves forward, acknowledging past challenges on this front.
45. The Board raised concerns around the timeline related to the Corporate Services review, and encouraged this to be driven forward with clear, achievable timelines that spend sufficient time on delivery, over extended planning periods.
46. The Board noted the current financial position and the need for a robust finance system to better understand cost bases, with an emphasis on the importance of clearing open casework and achieving break-even.
47. The Board requested various financial scenarios and potential cost-saving measures be supplied to inform next discussion points, highlighting the need to monitor and adjust plans based on financial performance and external factors.
48. Board members were thanked for their input, and noted that discussions would feed into the January version of the draft delivery plan, for further discussion.
Fee strategy
49. The Board discussed the dynamics of fees and the potential need to adjust them, and consideration of transparency within the complexity of cost allocation, though it was noted initial focus is on gaining short term clarity.
50. The Board noted the importance of finding a balance between market prices and market share, the importance of understanding competitors and market positioning, and noting impact of volume on costs.
51. The Board were reminded that NXDs are not actively familiar with all owned registers, and agreed to circulate an updated note on their functions and transactional figures.
Action
Director for Customer and Business Development – To share a list of Registers with Board and ARC NXDs as a reminder of core functions, detailing volumes of transactions against the service catalog.
52. The Board noted that the purpose of the paper was to provide a baseline on the proposal around fees, which was acknowledged as the background for further, future discussions.
DDAT pay framework deployment update
53. The Chair invited the Director for Digital, Data and Technology to provide an update on the DDAT pay framework deployment.
54. The Board reviewed the proposal and provided strategic reflections on the challenges around DDaT roles, the proposals detailed within the paper, and the potential financial implications and savings. The Board emphasised the importance of aligning with SG pay policy while considering the risks and benefits of the proposed changes.
55. The Board noted that a meeting with the SG renumeration group is scheduled for the new year, to seek feedback and endorsement into the proposed approach.
56. The Board agreed that it would be useful for the paper to be remitted to ARC, to consider the related risks, in a private discussion session.
57. The Chair noted that the Employee Value Proposition micro-site is now live, and encouraged Board members to view this for a rounded view to the recruitment approach.
58. The Board were supportive in endorsing the paper proposal, subject to further analysis and alignment with SG, and noted that updates will be shared outwith Committee via the monthly NXD report circulation.
Estates project update
59. The Board noted that any estate decisions need to consider the risk of a change in government policy around hybrid working, noting that the Civil Service in England is now operating on a 60% office attendance.
60. The Board noted that SG Futures Trust are carrying out similar work centrally to core SG, and RoS are in discussion with them to ensure aligned approaches where appropriate, as well as considering wider market analysis.
61. The Board agreed that, given the upcoming lease break option, SVP property decisions should be the initial priority consideration going forward, and noted that an update would be brought to the March Board.
Papers for noting
62. The Board noted the following papers:
- Governance Risk Discussion Tracker
- Future assumptions for 2030 - Board workshop back brief TOM update
- Procurement Annual Report
- 2025 Board Dates
- 2025 Board Agenda Planner
- Cyber Exercise Update
- RoS Pension Process
- UK Budget Announcement Impact
- SG Government Budget Announcement.
Items to be delegated to ARC
63. The Board agreed to delegate the following papers to ARC for noting:
- Fee Strategy
- DDAT Pay Framework Deployment Update – to be shared in private.
Board observer feedback
64. The Chair invited Asim Muhammad, Non-Executive Director, to provide Board observer feedback.
65. The Board noted the following points from the observer feedback:
- The group represented the wider view of the full Board well, taking into account those who were not present, to ensure their areas of focus and general interest were also considered in discussions
- Agenda timings overran in some areas, but these were valuable discussions on key areas of focus and evolution, and the Chair gathered and managed questions effectively to limit overrun
- Feedback on papers was generally positive, with them largely being clear and concise, though it was noted that members sometimes feel that repeat updates are brought with limited movement between meetings, and consideration on where verbal updates would suffice would be welcomed
- The Board has differing perceptions of what ‘good’ looks like across key areas of monitoring – to consider going forward
- Non-Executive Board members noted that it would be useful for them to have sight of senior leadership management changes, and high-level external stakeholder changes, for awareness.
66. The Keeper thanked the Board observer for the valuable feedback.
Close
67. The Keeper thanked attendees for their attendance and participation in the Board meeting.
Date of next meeting
68. The Board noted that the next BAU Board meeting will take place on 18 & 19 March 2025, and that members are also invited to participate in the Year 4 Delivery Plan and Risk Workshop on 21 January, both being held in Saint Vincent Plaza, Glasgow.
Board papers December 2024
If you would like any of these papers in an accessible format, contact us with your preferences.
- 00. RoS Board Agenda - 10 December 2024 .pdf - (PDF file, 209.2 KB)
- 02. Transparency Recommendations.pdf - (PDF file, 1.4 MB)
- 04. Board Action Log.pdf - (PDF file, 1.3 MB)
- 08. KRR by exception.pdf - (PDF file, 245.1 KB)
- 09. Latest CSI Survey Results.pdf - (PDF file, 71.1 KB)
- 10.1. CSPS Results - First look.pdf - (PDF file, 120.5 KB)
- 10.3. Appendix 2 - CSPS results 2024.pdf - (PDF file, 1.1 MB)
- 11.2. ARC Minute 13 August 2024.pdf - (PDF file, 248.5 KB)
- 18.1. Corporate Risk Governance Discussion Tracker 24 - 25.pdf - (PDF file, 740.9 KB)
- 18.2.1. Future Assumptions for 2030.pdf - (PDF file, 27.6 KB)
- 18.3.1. Annual Procurement Report 23-24.pdf - (PDF file, 59.3 KB)
- 18.4. 2025 Board Meeting Dates.pdf - (PDF file, 63.5 KB)
- 18.5. 2025 Board Agenda Planner.pdf - (PDF file, 42.2 KB)
- 18.7. Civil Service Pension Scheme.pdf - (PDF file, 156.1 KB)