Board minutes and papers - March 2025

Published: 11 June 2025
Freedom of information class: How we take decisions

Board minutes and papers for March 2025.


Table of contents

RoS board, minute of meeting

18 & 19 March 2025

Saint Vincent Plaza, Glasgow

Chair

Jennifer Henderson, Keeper of the Registers of Scotland - items 1-7, 10-25, 28-30

Present

Chris Kerr, Director of Policy and Corporate Services and AO - items 1-25

Martin Burns, Director of Digital, Data and Technology - items 1-7, 10-25

David Blair, Director for Customer and Business Development - items 1-25

Tracy Mcintyre, Director of People and Operational Services - items 1-25

Andrew Harvey, Non-Executive Director/ARC Chair

Andrew Miller, Non-Executive Director

Asim Muhammad, Non-Executive Director - day 1 via Teams

Elaine Melrose, Non-Executive Director

Neil Mackay, Non-Executive Director

Mhairi Kennedy, Non-Executive Director - day 2 only

In attendance

Chief Finance Officer (HB) - items 1-25

Head of Communications and Engagement (NRH) - items 1-17, 22-25

Senior Benefits Analyst (BI) - item 8

Head of Finance: Financial Management and Finance Business Partnering (AB) - item 8

Head of Enterprise Risk Management (CI) - items 8-9

Domain Architect (SS) - day 1 lunch workshop

Head of Data and Analytics (NT) - item 13 (and day 1 lunch workshop)

Data Scientist (MLR) - item 13 (and day 1 lunch workshop)

Head of Procurement and Estates - item 14 & 15

Chief People Officer (ND) - item 24

Scottish Government Director General Corporate (LF) - item 26

PCS Representative (SW) - item 27

PCS Representative (BH) - item 27

Secretariat

Head of Secretariat and Governance (ML)

Apologies

Mhairi Kennedy, Non-Executive Director - day 1 only

Introduction, apologies and declaration of interests

1. The Keeper welcomed attendees to day 1 of the March Board meeting and noted apologies received as above.

2. No declarations of interest were made.

3. Chris Kerr, Director of Policy and Corporate Services and AO, 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 Board meeting of 10 December 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:

6325, 6450, 6622, 6624, 6625, 6626, 6629, 6633, 6780, 6781, 6782, 6783, 6784, 6785, 6786, 6787

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

6779

Corporate Delivery Plan Year 4 final review and sign-off

8. The Chair invited the Director of Policy and Corporate Services to introduce the paper, and the Board were invited to review the financial considerations, modelling, and approve the final designed version of the year 4 delivery plan.

9. The Board discussed the progression of stock deliverables and the inclusion of related elements in the plan, including considerations on whether to include a five-year financial table, or to the end the current Corporate Plan period only, agreeing on the latter option. It was noted that work is planned for FY25/26 to develop an indicative five year financial plan for the next corporate plan period (2027-2032) once updated assumptions about future staffing numbers have been confirmed.

10. The Board noted the importance of publishing intentions and referencing income covering costs in terms of service delivery, as well as investment plans for the future.

11. The Board raised concerns around the readability of certain colour combinations used within the document.

12. The group reviewed specific points focusing on digital improvements, delivery of new products and services, and customer satisfaction metrics, highlighting a disconnect between how these metrics are expressed and measured.

13. The Board highlighted the impact of recent changes in the leadership team and the importance of addressing skillset issues and workforce environment to build on capability.

14. The group discussed funding and contingent worker reduction points, noting the importance of ensuring a focus on the financial implications and the intent behind these assumptions being made clear.

15. The Board agreed on the importance of signalling alignment with the reform agenda, given the expected deficit. The group discussed the need for transparency in tracking productivity and payroll costs.

16. The group emphasised the importance of aligning headcount with productivity and having suitable narrative within the plan referencing this, including the impact of automation on capacity and mechanisms to increase the efficiency in handling complex casework and being prepared for future workforce needs.

17. The Board agreed further consideration is required on how to discuss digital delivery externally, and the difference it will make, without formalising as a KPI.

18. The group noted that an updated copy of the plan will be considered in line with feedback received, and circulated to the Board outwith Committee, ahead of final publication, noting this is scheduled for 22 April.

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 were provided with a verbal update on the IT change management audit, noting that the report has not yet been presented to the committee formally, having been delayed due to audit supply issues, however the draft includes only one output action.

21. The Board noted that all in-year audit work will be concluded within the year, marking a significant achievement.

22. The group acknowledged that all actions from the previous fiscal year's audit have been addressed satisfactorily for the first time in a period of time, indicating a cultural shift within RoS, with a positive attitude towards audits and openness to engage accordingly.

23. The Board noted that an advisory audit on corporate governance was presented to the committee and would have been given substantial assurance should it not have been for the advisory nature of the work.

24. The group expressed reassurance in the work being carried out by Deloitte, and the positive relationships being built to support processes.

25. The group discussed the WICS review, noting that the risk of a fundamental governance failure is relatively low for RoS due to appropriate checks and balances in place, as assured further by the DG Corporate’s response to the paper.

26. The Board discussed the DDaT pay framework changes being proposed, and acknowledged the clear level of risk and the importance of keeping informed on this area of risk.

27. The group discussed the cyber incident exercise, emphasising the importance of continuing to test data recovery and assurance considerations within future simulations.

Action

Director for Digital, Data and Technology – to provide a summary briefing to the Board of what has been tested to date in the cyber area, and plans for future assurance testing, including data recovery considerations.

28. The group discussed the deliverables for the next year's DDaT delivery plan, noting that analysis will be provided on a quarterly basis to track effective risk management.

29. The Chair thanked the ARC Chair for providing the assurance report.

High level outcome of Corporate Services function review - plan for year 4

30. The Board were invited to note the information provided in the paper and consider and provide advice on the high-level intended outcomes of the work, noting that the review will be referred to as the Supporting Services Review going forward.

31. The group discussed the high-level expectations and reasons for adopting the work, emphasising the need for change in the supporting service functions, best value driven by audit considerations, and the wider PSR agenda.

32. The Board were advised that a project initiation document is being produced and will be shared once available, where engagement from NXDs will be sought to support considerations.

33. The group expressed readiness to see the project move forward at pace, making use of external benchmarking and maturity analysis.

34. The Board discussed the future operating model and value proposition from support services, urging a focus on transparency around related cost and value.

35. The group discussed the current operating model for supporting services being based on affordability and long-established models of delivery, rather than driven by clear requirements from the wider organisation, and agreed the need for cultural change, particularly among people managers, and the importance of clear messaging and communication to ensure success.

36. The Board endorsed the proposed approach as written, with an increased focus on value and external benchmarking.

Board performance monitoring by exception

37. 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.

38. The group heard a verbal update on the most recent CSI results, noting a professional score increase from 82.6 to 83.4 exceeding the KPI target, however noted a decline in the citizen scoring, though still above the benchmark of 80. The group noted that the combined KPI remained at 81.8. The Board heard that key aspects shaping the citizen scoring include: being kept informed, speed of service, and keeping promises, and acknowledged that citizen contact is increasing generally, leading to more turbulence in scoring.

39. The Board noted the income position, and queried the reason for regular hand-back, noting that capital return has been due to assumptions made during budget setting and the development of cloud-based platforms.

40. The Board discussed the challenges in profiling expenditure accuracy, largely due to vacancy filling timelines, and the vulnerability to average fee movements. It was agreed that the fee review and more accurate assessments of recruitment timelines should aim to reduce this vulnerability.

41. The Board queried the increase of one contingent worker, given the current reduction plan, and noted that this was to offset an additional registration contractor to increase Q4 capacity.

42. The Board discussed colleague development, with a focus on the amber status and the need for clarity on return to green going forward, noting that this relates to the final cohort going into the learning hub and moving to processing casework actively.

43. The group discussed productivity measures and the need to consistently bring headline issues to the forefront. It was agreed that the complexity mix in work has changed as the backlog is worked through, leading to more complex cases that often take longer to complete.

44. The Board agreed that more insightful productivity data should be considered to headline the report for clarity for future iterations.

45. The Board were advised that regular finance discussions with SG core take place to provide foresight on any surplus, or to highlight any arising areas of interest.

KRR by exception

46. The Chair invited the Head of Enterprise Risk Management to introduce the exception reporting.

47. The Board discussed changes to operational capacity and data risk, noting discrepancies between the report and summary. It was clarified that the change in the maximum use of data risk indicates a shift in how data is utilised and managed.

48. The Board addressed the need for dynamic reporting on management and risk registers, indicating when changes were made, and it was agreed that including dates in the reporting would avoid confusion going forward.

49. The Board questioned the blank status of Risk 9 and the lack of reporting on workforce planning beyond 2027. It was clarified that Risk 9 is a new risk and will be fully assessed by June and added into future reporting in full.

50. The Board discussed the financial health of the organisation, and acknowledged that while there may be a deficit at the start of FY25/26, efforts are being made to improve the financial health and adjust risk scores accordingly to monitor.

51. The Board acknowledged the high threat landscape in cybersecurity and emphasised the importance of accurate reporting and signposting significant changes to relevant governance channels.

52. The Board identified an emerging productivity risk and discussed performance expectations for the end of the year, noting a slowdown in addressing backlog issues.

53. The Board suggested including a key risk related to the lack of a People plan to align with the Corporate Plan, and detail the envisaged 2027 reduction.

Financial strategy

54. The Chair invited the Director of Policy and Corporate Services and Chief Finance Officer to introduce the paper.

55. The Board discussed insights on forecasting from the Scottish Fiscal Commission (SFC) and mitigation if the forecast falls through, particularly from a fee perspective. The Board heard that while SFC is used as a reference guide, internal BIA looks at wider market conditions and inputs from a wider range of external sources to sense check against SFC's projections.

56. The Board noted that the product mix makes fee forecasting difficult, however the forecasting is building in an assumed average fee increase based on this year's data. The group noted that touchpoints with BIA to remodel positions at various quarters are additionally in place, with adjustments made as necessary to forecasting where averages stray from expectations.

57. The Board considered the comparison with industry contingent worker costs and suggested adding measures for new business investment and IRR/profitability. Other suggested measures included customer-facing cost ratio to income, supporting functions headcount per function versus customer headcount ratios, and supporting functions costs versus income compared to industry standards.

58. The Board emphasised the importance of distinguishing between back office and enabling functions, noting that some back-office functions are key to enabling operations.

59. The Board discussed the strategic importance of not taking further capital investment from SG anymore, and the benefits of being self-supporting.

60. The Board agreed on the preference for a multi-year budget if made available, to smooth through delivery and allow more flexibility in spend decisions. The potential for a three-year funding model was discussed, with the Board noting the importance of being able to manage cyclical flexibility and autonomy on spending, reducing scrutiny and challenge.

61. The Board considered the implications of a longer-term funding model and the need for reliable and capable finance systems to reduce manual processes. The importance of driving greater efficiency without increasing prices was emphasised, with the Board agreeing that the statutory position of RoS is to seek to recover costs, not return a surplus to SG.

62. The Board discussed the potential for multi-year funding and the importance of having a clear set of financial principles to guide decision-making. The Board agreed on the need for a coherent strategy that aligns with the corporate plan and the flexibility that would be offered in being able to adjust financial parameters without needing ministerial approval.

63. The Board noted that feedback will be used to inform a final version of the financial strategy to baseline what the Board is working towards, alongside more general considerations on what it will be appropriate to share in the public domain.

64. The Chair thanked the Chief Finance Officer for providing such a comprehensive paper and update.

Automation showcase (lunchtime)

65. The Board were provided with an automation overview and demonstration.

AI strategy

66. The Chair invited the Head of Data and Analytics, and Data Scientist to present the strategy paper and related slide-deck.

67. The Board noted the focus on DDaT priorities across short, medium, and long-term timeline and heard that an AI working group has been formed to consider policies in this space, with identified opportunities spanning assist & augment, predict & prescribe, automate, and agentising.

68. The Board agreed on the need to deliver an interim AI vision by the end of the corporate plan period, followed by a new strategic positioning by 2027, emphasising the importance of maintaining and building expertise, and considering associated risks. Concerns about AI licensing fees and the impact on roles and positions were raised, with a focus on enhancing what RoS does.

69. The Board discussed the importance of completing relevant trials and acknowledging the potential for failure but encouraging perseverance due to the various options available, emphasising a focus on value rather than solely cost.

70. The Board considered the cost elements of AI tooling, including charges per query and additional processing costs associated with cloud warehousing. Prerequisites such as cloud warehousing, hardware, and processing power were discussed, with new laptops being potentially necessary to handle processing power efforts. The exponential change in AI was acknowledged, with a call to proceed with trialling and checking to avoid falling behind.

71. The Board agreed on the need for agility in the plan, and considered the potential for AI to solve wider conveyancing problems and change the wider system in the future.

72. The Board appreciated the opportunity for Non-Executive Directors to engage in this space, considering the pace and cycle of adoption. They discussed the regulatory regime for AI use, the need for solid data foundations, and the sequence of points required for the next stages, tying in customer benefits and potential partnerships with other SG family bodies within considerations.

73. The Board discussed the expected impact of AI on the workforce, emphasising the need for cultural change and literacy to understand AI and the need to make appropriate assumptions when considering workforce planning, utilising external partnerships and learning from others' mistakes to help inform route of travel.

74. The Board concluded the slot by sharing their thoughts on short, medium, and long-term evolution, summarising the need for external perspectives and moving at pace, to be considered in the next phase of the strategy.

75. The Board noted that the May long term planning workshop will give a further opportunity for NXDs to consider AI's role in delivering the new corporate plan and solving any identified issues for RoS and its customers, or use in offering improved services.

Estates strategy

76. The Chair welcomed the Head of Procurement and Estates to the meeting, to introduce the strategy paper.

77. The Board discussed the proposed options and recommendation, noting that a combined achievement of the stipulations would be sufficient to inform decisions.

78. The Board discussed points around maximising capacity of tenants, capacity, cost per desk, dilapidation negotiation and carbon footprint.

79. The Board noted difficulty of seeking private sector firm space sharing due to perceived security and legal issues, but it was agreed to take this away for further consideration.

80. The Board heard that a flexible memorandum approach is in place with tenants, with growing maturity in the agreements and relationships.

81. The Board expressed gratitude for the pace of progress for the work undertaken to date, and agreed to endorse the proposed recommendations, including the proposal around secondary steps if the agreed conditions are not met to a sufficient level.

82. The Board noted that a progress update to the June Board would be provided on the achievement of options to date, and proposed next steps.

Strategic contracts update

83. The Board discussed the proposal to review strategic contracts as identified by individual EMT owners as being strategic, with subsequent approval by the wider EMT, before seeking Board consideration, as opposed to remitting to the Board based solely on value, noting the prior arbitrary value threshold of £1 million.

Action

Keeper and Accountable Officer – To consider a formal process and amendment to EMT letters of delegation to clarify decision routing for strategic contracts, and remittance to the Board/assurance activities by ARC.

84. The Board acknowledged the need for internal assurances and the importance of EMT governance in scrutinising strategic contracts.

85. The Board noted the proposal for ARC to complete an annual look-back to review the contracts brought within the process to assess its effectiveness and address any related risks, and suggested further assurance by establishing a forward-looking pipeline for ARC to review, allowing for challenges ahead of time.

Action

Accountable Officer & ARC Chair – To consider appropriate timescales for ARC annual back-look and cyclical forward look at strategic contracts to provide relevant assurance.

86. The Board discussed the importance of quality management in contract procurement and urged clear measures of contractor performance against cost and delivery going forward.

High value contract review - Microsoft ESA: 3 year renewal Aug 2025

87. The Chair invited the Director for Digital, Data and Technology to introduce the paper.

88. The Board were reminded that contract negotiations are ongoing but at the time of presenting, the expectation is that Citrix will be replaced.

89. The Board discussed the extension of Microsoft capabilities to include a Citrix replacement and virtual desktop capability, noting that a significant portion of the additional year on year cost relates to the cost of a solution to replace Citrix, and the overall contract value represents a relatively small increase.

90. The Board considered the strategic importance of the platform and the quality of service provided by Microsoft, including Azure. It was noted that other options are available, but Microsoft has been a reliable strategic partner to date.

91. The Board discussed the historical context of the decision to move to Microsoft 365, with an ongoing commitment to review past Board decisions and the costs associated with unwinding contracts when considering high value contract renewal where appropriate.

92. The Board emphasised the importance of license management, particularly in terms of access and cost-effectiveness. It was agreed to conduct a license review to ensure alignment with requirements and to explore the value of premium licenses vs standard.

Action

Director of Digital, Data and Technology – To share past Board paper/summary relating to unwinding contracts for awareness, and to share an overview of E5 vs E3 license provision, ensuring cost effectiveness in line with required use.

93. The Board noted the roll out of CoPilot to 150 initial users, and monitoring of value gained from using this AI tool.

94. The Board acknowledgment that there will be a minor impact in moving to Azure, with the deployment approach being reviewed to ensure it is fit for purpose and does not significantly impact BAU work.

95. The Board endorsed the paper recommendations, pending license type reviews being undertaken to ensure best value to fit needs.

Papers for noting

96. The Board noted the following papers:

  • Governance Risk Discussion Tracker
  • Long Term Planning Workshop Backbrief
  • Risk Management Policy Annual Review
  • Board Diversity Results

97. The Chair thanked members for updating their personal data to inform this analysis, and noted that there is still work to do to improve diversity within the Board membership, however this will be actively considered in future NXD recruitment.

  • Summaries of volumes/customer base etc across all registers

98. The Board were advised of an erroneous figure in the circulated paper and noted that the average customer satisfaction index scoring under the Landlord Register header in paper point 6, should read as 62.85, instead of 23.0.

  • Financial Delegations
  • Transparency Review

99. The Board discussed the current state of publication and transparency, noting fewer papers were being published, due to the emerging focus of Board discussions on shaping the longer-term strategy and the need to have these aspects sufficiently developed before it would be appropriate to share them more publicly.

100. The group emphasised the need to push for transparency where appropriate, and challenge publication recommendations for accountability, noting that few FOIs are received on this information.

101. The Board addressed the volume of strategy development papers, suggesting that verbal updates could be used more frequently to streamline discussions and maximise colleagues’ time.

102. The Board agreed to trial a revised paper approach to draw more attention and challenge to transparency recommendations, adding a marker to the agenda for each item to invite active discussion and challenge where appropriate.

Action

Board Secretary – to trial update of future Board agendas to detail transparency recommendations aligned with slots.

Items to be delegated to ARC

103. The Board agreed that ARC should commence an active role in scrutinising the EMT and Board review of strategic contracts, to underpin assurance in the revised process agreed.

Board observer feedback (day 1)

104. The Chair invited Chris Kerr, Director of Policy and Corporate Services and AO, to provide Board observer feedback.

105. The Board noted the following points from the observer feedback:

  • The room temperature was uncomfortable due to the weather and inefficient aircon, and will be addressed ahead of future meetings to ensure a suitable ambient temperature where possible
  • The timing of the meeting was well managed by the Chair, with good allocation of time and allowing for a natural flow of discussion – noting the varied approach to gathering and answering questions was well aligned to specific paper needs
  • There were several well pitched papers to support discussions, however also some points noted where clarity could be better provided to support maximising Board input by pitching the contained information at the right level
  • To consider where additional presentations add value, or are an ineffective use of slot time given papers are taken as read
  • Openness of the EMT was praised, around being open to challenge where things aren't quite right or are unknown
  • The Board appear to be trending towards a better way of working, as reflected in the position of the organisation now, vs in prior years, due to effective high performing Board input.

106. The Board queried ranking importance of papers, and were reminded that in their advisory capacity, the majority of papers are brought for advice, noting, or assurance.

107. The Keeper thanked the Board observer for the valuable feedback.

Open board discussion

108. 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:

  • Upcoming NXD 1:1 sessions with the DG Corporate, and PCS
  • AI and Automation reporting
  • Reform agenda
  • Supporting Services review, service catalogue vs value
  • Strategic workforce planning – attrition
  • IR35 assurance
  • Transition of departing Board members/ARC Chair replacement.

The following actions arose from these discussions:

Action

Director of Digital, Data and Technology & Keeper – To consider how best to keep NXDs abreast of AI progression/considerations within RoS, considering use of monthly briefings, AI working group participation, or other means to effectively support in shaping organisational use and how best to embrace the opportunities it may provide.

Action

Director of People and Operational Services – To bring a June Board paper outlining modelling of staffing assumptions based on Strategic Workforce Planning, including consideration of related interdependencies.

Action

Director of Digital, Data and Technology & Director of People and Operational Services – To consider further assurance around IR35 risk and indemnity, including considerations on updating KRR to reflect positioning.

Action

Director of Policy and Corporate Services & Chief Finance Officer – To consider value of delivery, and areas where free services are currently provided/may influence CSAT scoring (e.g. webinars), to potentially share with ARC to ensure maximum customer value achievement.

Day 2 introduction (19 March 2025)

109. The Keeper welcomed attendees to day 2 of the March Board meeting.

People focus for the year ahead – critical path

110. The Chair welcomed the Chief People Officer to the meeting.

111. The Board discussed the significant journey of change experienced in the People space, with the alignment of permanent leadership and the impact future phases may have on roles and the wider directorate.

112. The Board acknowledged the cultural journey the organisation has been on, noting improvements in engagement and wellbeing scores since 2017, and agreed on the importance of sustaining current engagement levels without increasing ambition around scores.

113. The Board discussed past performance culture and emphasised the need for clear expectations around output going forward, noting the imperatives for the next phase, centred around: being courageous, supporting workforce transition, and understanding the future model for corporate services.

114. The Board agreed on the importance of improving operational capacity and productivity, and discussed the roadmap for professionalisation of the People and Change function and the introduction of ServiceNow for HR, to automate support and reduce administrative input where feasible.

115. The Board discussed the balance between HR guidance and leadership responsibilities, emphasising the need for people managers to handle staffing considerations without being over-reliant on HR support.

116. The Board noted that succession planning exercises have been undertaken and are moving into the next phase, to shape future strategic workforce considerations and ensuring leadership capabilities for the future.

Action

Director of People and Operational Services – To provide draft strategic workforce plan for 2027 showing planned achievements and assurance on risk and development, to the June meeting of the Board, ahead of consideration of the 2030 plans to align with the new CP.

117. The Board discussed the ambition to replace a quantity of contingent workers with permanent staff, and the challenges associated with the process, and related budget constraints. The group noted that no automatic conversions would take place, with roles being filled permanently through open and fair recruitment processes within the process.

118. The Board noted the strategic narrative around workforce changes and the importance of maintaining engagement while implementing courageous workforce changes, emphasising the need for visibility around the shape of the future supporting functions.

119. The Board noted the focus on future people priorities, and in ensuring the People and Change function are equipped to drive the agenda forward, further noting the need for tactical changes and strategic shifts to manage priorities effectively.

120. The Board discussed the importance of maintaining current diversity and inclusion ambitions and the importance of maintaining a focus in this area when considering external recruitment.

121. The Board heard the initial PCS pay negotiation proposal, discussing pay policy parameters and the principles of pay coherence, consistency, and wellbeing. They emphasised the importance of affordability and the need to negotiate within the financial envelope available.

122. The Board discussed the importance of early consultation on pay negotiations and provided advice on negotiation strategies that EMT might wish to consider.

NXD private 1:1 with DG corporate

123. The Non-Executive Directors participated in a private 1:1 with the Scottish Government Director General Corporate.

NXD private 1:1 with PCS

124. The Non-Executive Directors participated in a private 1:1 with the RoS Public and Commercial Services (PCS) Union representatives.

NXD private 1:1 with Keeper

125. The Non-Executive Directors participated in a private 1:1 with the Keeper.

Close

126. The Keeper thanked attendees for their attendance and participation in the 2 day Board meeting.

Date of next meeting

127. The Board noted that the next BAU Board meeting will take place on 10 June 2025, and that members are also invited to participate in the Long-Term Planning Workshop on 27 May 2025, both being held in Meadowbank House, Edinburgh.

Board papers March 2025

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