Board minutes and papers - June 2025
Published: 07 November 2025Freedom of information class: How we take decisions
Board minutes and papers for June 2025.
Table of contents
- Introduction, apologies and declaration of interests
- Agenda items to be taken in private
- Minute of the previous meeting
- Open board discussion
- Board performance monitoring by exception
- KRR by exception
- Audit and Risk Committee update
- Annual reports and accounts update
- Health and Safety annual report
- CX strategy
- Estates strategy update
- Corporate Plan (2027-2032) planning update/development timetable
- Keeper and NXD 1:1 private session - EMT career conversations output
- Strategic workforce planning for 2027
- Papers for noting
- Items to be delegated to ARC
- Board observer feedback
- Close
- Date of next meeting
RoS board, minute of meeting
10 June 2025
Meadowbank House, Edinburgh.
| Chair | Jennifer Henderson, Keeper of the Registers of Scotland |
| Present | Chris Kerr, Director of Policy and Corporate Services and AO - items 1-15, 18-22 Martin Burns, Director of Digital, Data and Technology - items 1-15, 18-22 David Blair, Director for Customer and Business Development - items 1-15, 18-22 Tracy Mcintyre, Director of People and Operational Services - via Teams - items 8-13, 18-22 Andrew Harvey, Non-Executive Director/ARC Chair Andrew Miller, Non-Executive Director Asim Muhammad, Non-Executive Director - via Teams Elaine Melrose, Non-Executive Director Neil Mackay, Non-Executive Director Mhairi Kennedy, Non-Executive Director |
| In attendance | Chief Finance Officer (HB) - items 1-15, 18-22 Chief People Officer (ND) - items 1-15, 18-22 Dónall Curtin, Non-Executive ARC Member Senior Benefits Analyst (BI) - item 7 Head of Finance: Financial Management and Finance Business Partnering (AB) - item 7 Head of Risk and Information Governance (AR) - item 8 Head of Enterprise Risk Management (CI) - item 8 Head of External Communications and Engagement (JG) - item 10 Head of Procurement and Estates (EM) - items 11 & 14 Head of Customer Experience (IM) - item 13 Head of Customer Research and Policy (JN) - item 13 |
| Secretariat | Head of Secretariat and Governance (ML) |
| Apologies | None |
Introduction, apologies and declaration of interests
1. The Chair welcomed attendees to the June Board meeting and extended a warm welcome to Dónall Curtin, ARC Non-Executive Director, shadowing the meeting as ARC Chair/Board member designate, and to the Chief People Officer, attending as support to the Director of People and Operational Services, who is attending today’s meeting intermittently.
2. No declarations of interest were made.
3. Andrew Miller, 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.
Minute of the previous meeting
5. The minutes of the 18 & 19 March 2025 Board meeting 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:
6779, 6870, 6871, 6872, 6873, 6874, 6875, 6876, 6877, 6878, 6879
7. The Board received a verbal update on IR35 risk and indemnity, noting appropriate mitigation of risk is in place.
Open board discussion
8. The Chair introduced the unstructured discussion slot to allow conversation on items outwith the formal agenda that are of interest to members. The Board discussed the following topics:
Legislative progress in regards to the Crofting and Scottish Land Court Bill, and the Land Reform Bill.
- Statutory fee review project update
- DDaT recruitment progress to date
- Pay negotiation update
- Volumes of applications and customer response to the Register of Moveable Transactions
- Public Sector Reform
- Stakeholder engagement with Parliament
- Any expected impact with the upcoming election period
- Effectiveness of the NXD monthly update.
Board performance monitoring by exception
9. The Chair welcomed the Senior Benefits Analyst and Head of Finance: Financial Management and Finance Business Partnering to the meeting and invited the Board to discuss the exception reporting.
10. The Board discussed the challenges related to backlog clearance, noting that while automation has helped create capacity, productivity levels remain behind due to increased retirement and attrition.
11. The Board agreed the importance of addressing the age of casework and improving productivity through targeted case approach, and stressed the need for clear expectations for employees regarding productivity and how to manage underperformance effectively.
12. The Board noted that income fluctuations are being monitored closely, with EMT considering any appropriate necessary action to alleviate any financial differentials should this become necessary, and noted the encouragement to make funding decisions and appropriate interventions at the earliest opportunity to seek to balance year end.
13. The Board noted the update.
KRR by exception
14. The Chair invited the Head of Risk and Information Governance and the Head of Enterprise Risk Management to the meeting, and invited them to introduce the exception reporting.
15. The Board noted that further to the Risk Workshop held in January, key risks have been updated to reflect discussions.
16. The Board discussed the emerging risk around the use of AI modelling, and the importance of ensuring a mature risk model framework underpins this, with manual interventions considered where appropriate and robust governing to oversee use.
17. The Board heard that the increased risk rating currently flagged around Post-2027 Workforce misalignment is due to a number of unknown dependencies at this time, though progress is in flight on several aspects of work to mitigate this.
18. The Board agreed that sharing a view of the full key risk register for workforce misalignment, showing the controls that sit under the risk, would be valuable to provide further assurance, along with this detail being shared where appropriate in future iterations of the key risk reporting against any higher scoring or emerging risks.
Audit and Risk Committee update
19. The ARC Chair presented the Audit and Risk Committee Update to the Board and highlighted key updates within the paper.
20. The Board discussed the outcomes of the recent change management audit, noting a reasonable assurance rating due to the lack of centralised documentation, however heard that a strategy is in place to support this going forward.
21. The Board noted that all internal audit work was completed and reviewed in the course of the relevant year, with positive feedback received on the finance team's assistance in the process.
22. The Board heard that the annual assurance report for 2024/25 provided an overall assurance substantial assurance opinion, citing cohesiveness of the leadership team and robust governance, risk management and controls throughout the organisation as strong areas.
23. The Chair thanked Asim Muhammad, Board Non-Executive Director, and Dónall Curtin, ARC Non-Executive Director, for participating in the May ARC meeting (as Board representative and delegate Chair respectively) to ensure quorum in the ARC Chair’s absence, and noted their positive feedback about the discussions.
24. The Board noted the update.
Annual reports and accounts update
25. The Chair invited the Head of External Communications and Engagement to join the meeting.
26. The Board noted that further to the draft copy shared, subsequent information has now been added around the transfer of risk to SG in relation to RoS’ reclassification in 2020.
27. The Board discussed the working title of the document, the importance of ensuring key messaging around financial performance, and fed back on the challenge to review the full document without available figures, noting these would be added as part of the audit procedure.
28. The Board noted that a final designed version of the Annual Report will be shared outwith Committee for any final minor comments prior to September sign-off.
Health and Safety annual report
29. The Chair invited the Head of Procurement and Estates to join the meeting.
30. The Board were assured that incidents from home are reported on as standard, however heard that a focus on reporting will be considered in the new year, alongside supporting metrics.
31. The Board endorsed the report for publication.
CX strategy
32. The Chair invited the Head of Customer Experience and the Head of Customer Research and Policy to join the meeting.
33. The Board discussed the new Customer Experience (CX) Strategy, highlighting its collaborative nature and the ambition to enhance customer engagement from initial awareness to post-engagement, hearing that the strategy aims to align with other organisational initiatives, such as channel and data strategies, to ensure cohesive implementation.
34. The Board queried the high costs of customer relationship management (CRM) systems and the effectiveness of current service delivery, given that many customers interact infrequently.
35. The Board acknowledged the need to balance cost-effectiveness with high-quality service delivery, ensuring that customer needs are prioritised whilst maintaining a clear overview of cost-benefit analysis for the proposed strategies and their prioritisation against other initiatives.
36. The Board noted the need for a customer-centric approach that continually assesses service quality and effectiveness, and discussed the potential benefits of achieving customer service accreditation as a means to reassure stakeholders about the organisation's commitment to customer service quality.
37. The Board noted the importance of addressing digital exclusion while maintaining clarity in communications.
38. The Board agreed that the principles of the CX strategy should drive decision-making, with mechanisms in place to prioritise initiatives that best serve customer needs.
Estates strategy update
39. The Chair invited the Head of Procurement and Estates to join the meeting.
40. The Board discussed the progress of SVP landlord negotiations to date, noted that current tenants have been informed about the cost recovery model being adopted, and were advised that there are several lines of open enquiries for new tenants underway.
41. The Board noted that technology for external tenants is being improved onsite, where it has been RoS specific historically, and noted that whilst the project is on track, progress in coming months is crucial to inform future decisions.
42. The Board noted the progress update.
Corporate Plan (2027-2032) planning update/development timetable
43. The Keeper introduced the approved EMT plans and invited further input on the proposals.
44. The Board supported the proposed timeline, however encouraged pushing forward with any initiatives identified within the current Corporate Plan period that are deemed appropriate to progress work.
45. The Board noted that the next Corporate Plan would be predicated on having a reduced/BAU only volume of open casework, which would change the delivery approach, including increased focus on automation and customer strategy, though were made aware that the full focus for the next plan period is still under strategic consideration.
46. The Board discussed the financial considerations within the future plan, and noted that any change in government may arise new drivers and revised focus for the public sector.
47. The Board noted the update.
Keeper and NXD 1:1 private Session - EMT career conversations output
48. The Non-Executive Directors participated in a private 1:1 with the Keeper, to discuss EMT & C2 succession planning.
Strategic Workforce Planning for 2027
49. The Chair invited the Director of People and Operational Services and the Chief People Officer to introduce the paper.
50. The Board discussed headcount, current projections within this area including expected attrition, and related workforce transition considerations.
51. The Board discussed the impact of technology, specifically AI and automation, on future staffing and emphasised the importance of investing in future skills and creating pathways for young people, such as through a Modern Apprentice program.
52. The Board noted the distinction between headcount reduction and actual cost savings, stressing that fewer staff does not necessarily translate proportionately to lower costs.
53. The Board agreed on the need for transparency in any workforce restructuring and clarity in related financial modelling, with an ask for a clear roadmap and foundational understanding of future operations, focussing on efficiency and effective resource allocation. The group noted that there would be more clarity in this area aligned to the 2027-2032 Corporate Plan.
54. The Board discussed the importance of robust and clear long-term strategic planning in regards to workforce, and in focussing on preparing the workforce for upcoming challenges and ensuring sustainable operations.
55. The Board endorsed the proposed strategic workforce planning activities for the year ahead.
Papers for noting
56. The Board noted the following papers:
- Annual Compensation Update & Fraud Reporting
- Gartner year-end report
- Governance Risk Discussion Tracker
- Year 3 Forecast Review
- Cyber Assurance Update
- Board Effectiveness Pulse Survey Proposal
57. The Board discussed the data contained within the Cyber Assurance Update and noted that further updates will be provided at appropriate times to provide relevant assurance.
Items to be delegated to ARC
58. No items were delegated to the Audit and Risk Committee.
Board observer feedback
59. The Chair invited Andrew Miller, Non-Executive Director, to provide Board observer feedback.
60. The Board noted the following points from the observer feedback:
- Papers have improved substantially in the last year, however, sometimes remain excessively lengthy and should be considered further to include more concise summaries, a clear ask of the Board, and emphasis on data, key risks, and delivery timelines
- The role of the Chair was commended for timekeeping, and noted that they should continue to ensure effective facilitation of discussions and consider contributions of paper authors and supporting attendees
- It was suggested that greater NXD input be incorporated into the paper preparation process to enhance clarity and ensure all perspectives are adequately considered, however the group noted that this may undermine independent challenge by the Board, so agreed not to make any changes in this area, whilst continuing to involve NXDs where their skillset aligns to project work or strategy progress that may inform future updates.
Close
61. The Keeper thanked attendees for their attendance and participation in the meeting.
Date of next meeting
62. The Board noted that the next BAU Board meeting will take place on 08 and 09 September 2025 in St Vincent Plaza, Glasgow.
Board papers June 2025
If you would like any of these papers in an accessible format, contact us with your preferences.
- 00.-RoS-Board-Agenda-10-June-2025.pdf - (175.9 KB)
- 02.-June-Transparency-Recommendations.pdf - (736.8 KB)
- 04.-Action-Log.pdf - (1.2 MB)
- 08.-KRR-by-exception.pdf - (298.0 KB)
- 09.2.-ARC-Minute-11-February-2025.pdf - (236.8 KB)
- 09.3.-ARC-Minute-25-March-2025.pdf - (183.6 KB)
- 10.-Annual-Reports-and-Accounts-Update.pdf - (128.9 KB)
- 11.-Health-and-Safety-Annual-Report.pdf - (253.2 KB)
- 13.1.-CX-Strategy.pdf - (150.0 KB)
- 13.2.-CX-Strategy-Annex-A.pdf - (834.8 KB)
- 15.1.-Corporate-Plan-2027-32-Planning-Update.pdf - (109.2 KB)
- 15.2-Annex-A-Development-of-CP27-32.pdf - (123.0 KB)
- 19.1.-Annual-Compensation-Update-and-Fraud-Reporting.pdf - (211.2 KB)
- 19.3.-Corporate-Risk-Governance-Discussion-Tracker.pdf - (1.3 MB)
- 19.6.-Board-Effectiveness-Pulse-Survey-Proposal.pdf - (130.3 KB)
