Board minutes and papers - March 2026
Published: 18 June 2026Freedom of information class: How we take decisions
Minutes and supporting papers for the board meeting in March 2026
Table of contents
- Introduction, apologies, and declaration of interestss
- Agenda items to be taken in private & papers to be labelled for long term retentionn
- Minutes of the December 2025 board
- Board performance monitoring by exception
- KRR by exception & annual risk management policy review
- Audit and risk committee update
- Corporate delivery plan year 5 final review and sign-off
- Section 107/name search update
- DDaT strategy
- Cyber strategy/operational resilience update
- Board development activity
- Day 1 close
- Day 2 - 10 March 2026
- NXD private 1:1 with PCS
- RoS Ventures 26/27 annual delivery plan and end year trading update
- Corporate Plan 2027-32
- Open board discussion
- Papers for endorsement
- Papers for noting
- Items to be delegated to ARC
- Board observer feedback
- NXD Private 1:1 with Keeper
- Day 2 close
- Date of next meeting
- Related publications
RoS board, minute of meeting
09 and 10 March 2026.
Meadowbank House, Edinburgh.
| Chair | Jennifer Henderson, Keeper of the Registers of Scotland – items 1-17, 19-30 |
| Present | Chris Kerr, Director of Policy and Corporate Services and AO – items 1-16, 18-28 David Blair, Director for Customer and Business Development – items 1-16, 18-28 Tracy Mcintyre, Director of People and Operational Services – items 1-16, 18-28 Martin Burns, Director of Digital, Data and Technology – items 1-16, 18-28 Asim Muhammad, Non-Executive Director Dónall Curtin, Non-Executive Director Elaine Melrose, Non-Executive Director Neil Mackay, Non-Executive Director Mhairi Kennedy, Non-Executive Director – items 5-30 |
| In attendance | Chief Finance Officer (HB) – items 1-16, 18-28 Head of Communications and Engagement (NRH) – items 1-16, 18-28 Head of Secretariat and Governance (LM) – items 1-17, 18-28 Senior Manager for Higher Risk Cases and Quality Assurance at the Scottish Charity Regulator (LA) Senior Benefits Analyst (BI) – item 5 Head of Enterprise Risk Management (AK) – item 6 Head of IT Enablement (PC) – items 12-14 Head of Cyber Security (AC) – items 13-15 Head of Information Security, Risk & Assurance (DC) – item 15 PCS Representative (SW) – item 18 PCS Representative (SC) – item 18 Head of Business Development (ND) – item 20 Head of Customer Experience (IM) – item 20 |
| Secretariat | Head of Secretariat and Governance (ML) – items 1-17, 18-28 |
| Apologies | None |
Introduction, apologies, and declaration of interests
1. The Chair welcomed Board members to the meeting and extended a formal welcome to the Senior Manager for Higher Risk Cases and Quality Assurance at the Scottish Charity Regulator (OSCR), who attended Day 1 as an observer.
2. The Chair noted that the planned session with the current Director General Corporate had been cancelled due to parliamentary commitments, and confirmed that an introductory meeting with the incoming Director General Corporate would be arranged at a suitable future board meeting.
3. The Chair welcomed the Head of Secretariat and Governance and Board Secretary following return from maternity leave, and invited the Director of Digital, Data and Technology to undertake the role of Board Observer for the meeting.
4. No apologies were received.
5. No declarations of interest were made.
Agenda items to be taken in private & papers to be labelled for long term retention
6. The Board agreed the transparency recommendations as detailed within the paper.
7. The Board noted that the high level of items being taken in private is largely due to the sensitivity of emerging strategies, commercial considerations, and early stage development of the Corporate Plan.
8. The Board noted a change in agreed publication approach for the September Year 5 Delivery Plan paper. The group were advised that the publication status has been amended from ‘publish in full’ to ‘take in private’, as the paper referenced activity, which was not yet in the public domain and would not be published within the required twelve week period to align with best practice publication.
9. The Board sought assurance that the organisation’s approach to transparency remained proportionate and comparable to similar bodies. The Board noted assurance that the approach aligns with the Information Commissioner’s Office Model Publication Scheme, and that a previous review had established that RoS was more transparent than many comparable organisations, with external audit also having previously reviewed and found the approach appropriate.
Minutes of the December 2025 board
10. The minutes of the 09 December 2025 Board meeting were agreed as an accurate reflection of the meeting.
Action log
11. The Board agreed that the following action is now complete and can be closed as proposed:
- 6958, 6985, 6987
Board performance monitoring by exception
12. The Chair welcomed the Senior Benefits Analyst to the meeting and invited members to consider the performance position and the exception reporting.
13. The Board received an update on progress against the Year 4 Delivery Plan, including casework performance, financial position, and operational trends. Members noted that:
- Open casework continued to reduce, although at a slower rate than previously modelled
- Financial performance was improving, with income strengthening in the latter part of the year and the organisation moving towards a surplus position
- Casework performance presented a mixed picture across product areas, with notable progress in First Registration standard casework and TP development, while First Registration complex casework remained the area of greatest challenge due to workforce attrition and case complexity
- Automation benefits had been partly realised, with a further automation drop scheduled for March.
14. The Board provided scrutiny on performance indicators, trend data, customer impacts, and the sustainability of performance improvements. Particular challenge was raised around:
- The materiality of the organisation being approximately 25,000 cases short of the Year 4 stretch target for all casework under two years – with clarification that the total of lead cases is lower (circa 11k), with the rest being attached dealings
- The link between automation, workforce capacity, and projected future performance
- Absence trends and the need for clear differentiation between vacancies, active management of absence, and demographic factors. The group noted that a position ID project will support future planning.
15. The Board considered stakeholder expectations, and noted that whilst key stakeholders remained broadly assured by the overall direction of travel on backlog reduction, customers remain understandably concerned about the age of the longest standing cases.
16. The Board discussed workforce sustainability and the impact of early retirements, caseworker attrition, and recruitment challenges on complex casework. The Board noted that a range of mitigation actions were underway, including talent pipeline planning, training, and the exploration of options to improve caseworker retention.
17. The Board discussed operational risks relating to future performance, including:
- Dependencies between casework productivity, system improvements, and wider digital transformation
- The importance of ensuring that next year’s casework model and targets remained achievable given workforce and system constraints
- The need for clarity in reporting on vacancy management and supporting services resourcing.
18. The Board noted the operational and financial interdependencies that would require careful management during the transition into Year 5 and the development of the next Corporate Plan. Members emphasised the importance of transparent reporting to support assurance, scrutiny, and good governance.
KRR by exception & annual risk management policy review
19. The Chair invited the Head of Enterprise Risk Management to the meeting, and invited them to introduce the exception reporting and the annual review of the Risk Management Policy.
20. The Board was advised that, following recommendations from the recent Corporate Plan and Risk Workshop, Key Risks 7 and 9 have been merged. Members discussed the implications of this change and the need for continued clarity in risk categorisation and scoring.
21. The Board sought assurance regarding cyber-related risks embedded within the DDaT Strategy, and raised challenge on whether the current cyber risk score was sufficiently high.
Action
Director of Digital, Data and Technology - To review the cyber--related risk scoring and report back to a future Board meeting on alignment.
22. The Board discussed the importance of aligning aspirational and achievable target scores and ensuring that risk treatments remained realistic within operational constraints.
23. The Board examined risks linked to business continuity and operational resilience.
24. The Board noted that an Operational Resilience team was being established and that work was underway to strengthen policy controls and enhance visibility of organisation-wide resilience measures.
25. The group noted that ARC will consider when a deep-dive on operational resilience and the controls underpinning related policies may be appropriate.
26. The Board discussed ongoing considerations around upgrades in relation to HR and finance systems, and the intention to prioritise finance system requirements work in the next financial year, with preparatory work in 2026/27 and a view to selecting a vendor ahead of implementation the following year.
27. The Board agreed that HR and finance system requirements should be considered together where possible, due to complex integration and customisation required, and emphasised the need to be clear on the endstate operating model and to favour standard, off-the-shelf approaches where possible to enable automation and improved management information, while ensuring the solution works for both functions.
28. The Board noted the Risk Management Policy, and Business Continuity Policy.
Audit and risk committee update
29. The Chair invited the Chair of the Audit and Risk Committee (ARC) to provide a verbal update, noting that an update paper would be circulated post-meeting.
30. The Board noted a transition within both internal and external audit teams and noted that the ARC are maintaining close oversight to ensure continuity and assurance.
31. The Board noted that ARC held a discussion on AI governance arrangements, including the establishment of a Data and AI Steering Group and an AI Champions Network, along with progress on Copilot training across the organisation.
32. The Board heard that ARC have considered the recent Internal Audit stakeholder engagement report, which received a positive overall opinion, noting that ARC discussed differences in timing between Internal Audit findings and management responses and agreed that constructive challenge remained healthy for effective governance.
33. The Board was informed that the Committee had explored concerns arising from the Civil Service People Survey, particularly indicators relating to bullying and harassment. ARC noted that further work was being undertaken to better understand these markers.
34. The Board were updated on ARC’s examination of financial terminology within the risk register, including the use of the term ‘minor’ for impacts approaching £500k, and reflected on whether this remained appropriate within the organisation’s risk framework.
35. The Board noted ARC’s ongoing interest in the level of work undertaken by RoS Ventures, including progress, resourcing, and the selffunding model, to support future assurance considerations.
36. The Board noted the ARC’s annual policy updates, including a change to the review cycle for the hospitality policy, moving to a biennial review cycle.
37. The Committee noted concerns relating to business continuity and operational resilience, particularly in relation to cyber incidents and recent papers issued by the Government Internal Audit Agency. The Board were assured that ARC will continue to monitor this area closely in light of sector-wide challenges.
38. The Committee Chair advised that ARC was operating effectively and continued to provide active scrutiny and support across all areas within its remit.
Corporate delivery plan year 5 final review and sign-off
39. The Chair introduced the Year 5 Corporate Delivery Plan, highlighting the organisational intent to prioritise the reduction of open casework, strengthen operational and cyber resilience, and maintain a breakeven financial position for the year ahead.
40. The Board considered the prioritisation approach and sought assurance on whether the actions proposed to support delivery confidence were sufficient. Members noted the scale of the challenge, particularly in relation to the ambition to remove all cases older than two years, and acknowledged that Year 5 delivery would require sustained organisational focus.
41. The Board examined the interdependencies between resource planning, DDaT capacity, casework productivity, customer behaviour and wider external factors. Members emphasised the need for a clear understanding of the linkages between these areas and the potential effect on overall confidence levels throughout the year.
42. Members scrutinised workforce capacity, with specific reference to attrition, early retirement risk, contingent worker management, and the availability of specialist technical knowledge. The Board sought clarity on planned mitigations, including retention options, vacancy management, talent pipeline development and the role of automation in supporting productivity.
43. The Board discussed the financial outlook for Year 5. Members noted the expectation of entering the financial year in a breakeven or slight surplus position, while recognising levels of uncertainty around estate costs, licensing arrangements and the classification of expenditure as capital or resource. The Board stressed the importance of close monitoring of available investment headroom and income release.
44. The Board discussed the current position on case management and CRM tooling, noting that multiple systems are in use and that, while this is not strategically ideal, the existing CRM is not creating operational issues at this time, taking into account the implications of a full review and rationalisation exercise being resource-intensive.
45. The Board noted that an update would be brought to the June Board on the proposed finance system upgrade plan, supporting services review next steps, and the associated programme of work.
46. The Board examined delivery risks relating to casework and digital transformation, noting that First Registration complex casework remained the most challenging area. Members considered the FR Sprint and associated initiatives aimed at improving data quality, streamlining processes and managing customer expectations, and highlighted the need to balance immediate productivity with longer-term transformation.
47. The Board considered implications for RoS Ventures and noted that the absence of a dedicated digital team could constrain development. Members agreed that effective prioritisation was essential given limited DDaT capacity and supported regular quarterly reviews to assess feasibility and progress. The Board noted that existing licensing constraints continued to affect the pace of development.
48. The Board discussed overall delivery confidence and emphasised the importance of transparent assumptions, realistic expectations and clear articulation of constraints. Members highlighted the need to ensure that messaging to customers and colleagues accurately reflected what could be delivered within available resources.
49. The Board confirmed that the prioritisation of open casework, cyber resilience and breakeven delivery represented the appropriate focus for Year 5, emphasising that progress should be monitored closely and reported with sufficient clarity to maintain assurance throughout the year.
50. The Board noted the intention to finalise the delivery plan in April, with internal launch activities to follow.
Section 107/name search update
51. The Chair invited the Director of Policy and Corporate Services to introduce the update on Section 107 and Name Search arrangements. The Board considered the high-level position and noted that the paper provided an overview of planned improvements to ensure the process remained robust and sustainable.
52. The Board discussed the intention to adopt a clearer framework for assessing different categories of name search requests and noted that work was underway to design a future system capability to support this. The Board was assured that the proposed approach aimed to balance transparency, legal obligations, and appropriate safeguards.
53. Members sought assurance regarding interim arrangements and potential reputational considerations. The Board noted that no new risks had developed, and that existing controls continued to operate, and acknowledged that further work would be undertaken to refine the longer-term solution and that updates would be brought forward at an appropriate stage.
DDaT strategy
54. The Chair welcomed the Head of IT Enablement to the meeting and invited the Director of Digital, Data and Technology to introduce the draft DDaT Strategy.
55. The Board noted that the strategy is intended to support the wider Corporate Plan and to set out the digital and technology principles for the next 3 year period, reflecting early work on the organisation’s digital direction, with alignment to broader strategic architecture.
56. The Board discussed the overall structure and intent of the strategy and reflected on the need for clearer articulation of the strategic vision, key drivers, and the organisational outcomes the strategy seeks to enable.
57. The Board emphasised the importance of linking the strategy more directly to corporate priorities, including customer and colleague needs, digital transformation, and long-term sustainability, and in the consideration of the timescale the plan covers to better align with the Corporate Plan.
58. Non-Executive Directors provided challenge on the level of detail included and encouraged the development of a clearer narrative on the direction of travel, the future operating model, and the degree of ambition underpinning the strategy. Members noted the importance of situating the strategy within the wider external digital landscape, including government digital policy, technology changes, and opportunities for innovation.
59. The Board noted that the draft strategy would benefit from enhanced clarity on the principles guiding technology investment, the organisational capabilities required to support transformation, and the practical roadmap for implementation. Members also highlighted the importance of ensuring strong alignment across enabling strategies, including People, Finance, and Commercial.
60. The Board noted that as a key enabler, the strategy’s success is explicitly dependent on alignment with the People Strategy, particularly in shaping the skills, roles, capacity and culture required to adopt modern technologies and new ways of working. By strengthening internal digital capability and colleague enablement, the strategy creates the conditions for improved efficiency, resilience and performance, ensuring digital investment directly supports delivery of corporate priorities and organisational outcomes.
61. The Board offered feedback on the need for improved presentation of baselines, measures of progress, and the relationship between strategic intent and delivery constraints. Members recognised that the strategy remained in an early draft state and welcomed the opportunity for further engagement as the document was refined.
62. The Board supported the intention to update the strategy ahead of the June Board and noted that wider engagement, including one-to-one discussions with Non-Executive Directors, would be offered to ensure the final version met organisational needs.
Cyber strategy/operational resilience update
63. The Chair welcomed the Head of Cyber Security to the meeting.
64. The Board received a high‑level update on the organisation’s work to strengthen cyber resilience, including progress made since previous Board discussions. Members provided scrutiny on the sequencing of planned improvements, the resourcing approach, and the alignment between cyber resilience, operational resilience, and wider organisational priorities. The Board emphasised the importance of continuing to develop resilience arrangements in a structured and transparent manner.
65. Non‑Executive Directors offered constructive challenge on the balance between existing organisational priorities and the need to ensure sustained focus on resilience.
66. The Board highlighted the importance of ensuring that timescales, resource allocation, and prioritisation decisions supported the organisation’s ability to maintain essential services under a range of scenarios, and in ensuring resilience activities are appropriately planned, forward‑looking, and proportionate.
67. The Board discussed the value of continued assurance work, including internal and external assessments, and noted planned engagement with Scottish Government colleagues as part of wider cross‑sector resilience activity. Members stressed the importance of maintaining visibility of strategic risks and ensuring that risk scoring, reporting, and treatment plans remained aligned to the organisation’s overall approach to assurance.
68. The Board reaffirmed its support for strengthening and accelerating cyber and operational resilience alongside other priority outcomes, though agreed that more investment in cyber and less in open casework is a trade-off that strikes an appropriate balance of assurance between delivering our core role and ensuring we can continue to operate effectively.
Board development activity
69. The Head of Cyber Security, and the Head of Information Security, Risk & Assurance facilitated a strategic exercise focused on exploring decision‑making, governance roles, and approaches to providing effective challenge and support in relation to cyber incident response.
70. The Board discussed the value of undertaking similar exercises periodically to support continuous improvement in governance capability and to strengthen collective preparedness. The Chair noted that opportunities for future development activities would be considered as part of ongoing Board planning.
Day 1 close
71. The Chair brought the first day of the meeting to a close.
Day 2 - 10 March 2026
72. The Chair welcomed members to Day 2 of the meeting and confirmed that the Non-Executive Directors would begin the morning with a private session with PCS representatives.
NXD private 1:1 with PCS
73. The Non-Executive Directors participated in a private 1:1 with the RoS Public and Commercial Services (PCS) Union representatives.
RoS Ventures 26/27 annual delivery plan and end year trading update
74. The Chair invited the Head of Business Development and Head of Customer Experience to join the meeting. The Chair invited the Director for Customer and Business Development to introduce the RoS Ventures 26/27 Annual Delivery Plan and end-year trading update. The Board received an overview of progress to date, including income performance, business development activity, and preparation for Year 5.
75. The Board noted that the paper provided a summary of current trading performance, including updates on income generation, customer engagement, and service development. Members were informed that Year 5 activities remained subject to final EMT clearance of proposed activities, in Quarter 4.
76. The Board received updates on ongoing business development initiatives. Members noted progress on customer services advisory work, support to registration activities, and preparations for forthcoming pilots. The Board also noted updates on dataset release work, the SNPD dataset review, and ongoing engagement with customers to refine value propositions and future service offerings.
77. Members discussed the financial outlook and noted the scenarios presented in the paper, including baseline assumptions and potential future profitability – and a query in relation to overheads. The Board also noted the intention to review licensing considerations, governance requirements, and alignment between commercial activity and wider public service objectives.
78. The Board received assurance that RoS Ventures activity would continue to be reviewed quarterly to ensure prioritisation aligned with available DDaT capacity and organisational priorities.
79. The Board noted the upcoming Geovation showcase and future consideration of any related direct financial benefit or economic benefit to RoS Ventures.
80. The Board noted the progress to date, and were advised that the Long-Term Planning Workshop in May would provide further opportunity to explore RoS Ventures’ longer-term purpose and positioning within the wider organisational context. The group heard that consideration around ensuring sufficient access to advisory support outwith the core Board is also underway.
Corporate Plan 2027-32
81. The Chair introduced the paper and invited members to review the updated draft strategic objectives and outcomes for the 2027–32 Corporate Plan, with a view to agreeing whether the draft is sufficiently robust to be socialised more widely with customers, colleagues, and stakeholders for further consultation.
82. The Board considered the updated draft and acknowledged the changes made following Non‑Executive Director feedback at the January Corporate Plan and Risk workshop, and wider stakeholder engagement to date.
83. Non‑Executive Directors provided scrutiny of the structure, clarity, and ambition of the proposed outcomes, emphasising the importance of ensuring the strategic objectives were expressed with sufficient clarity, including clear statements of intent and indicative measures to support future performance monitoring.
84. The Board discussed the importance of meaningful engagement during the forthcoming consultation period. Members encouraged a structured approach that would ensure stakeholder input was gathered in a way that supported transparent decision‑making and allowed for considered refinement of the developing plan. The Board also highlighted the importance of being clear about which elements of the Plan were open to change and which represented fixed strategic direction ahead of further socialisation.
85. Members discussed the balance of focus across the strategic objectives, including the treatment of digital transformation, service quality, public service reform, customer needs, and longer‑term organisational sustainability. The Board noted that some outcomes might evolve further as external testing progressed, particularly those relating to wider public service integration and expectations of government stakeholders, and that investment levels would be considered alongside this.
86. The Board also reflected on expectations of colleagues and customers, noting the importance of clear communication to support engagement and understanding of future organisational direction. Members acknowledged that internal assurance work, including mapping customer feedback to the draft objectives, was already underway to support this.
87. The Board noted that EMT have recently revalidated the internal assumptions previously agreed but will update at the appropriate time in line with the new plan.
88. The Board reflected on the development of the 2032 Target Operating Model (TOM), and noted that the current output remained at capability level rather than setting out the future operating model and its strategic implications.
89. The Board agreed that further work should be undertaken to define the future operating model and return an updated position to support further discussion and direction of travel.
90. The Board agreed that the draft strategic objectives and outcomes were sufficiently developed to be socialised more widely for consultation, with the addition of indicative headline metrics.
91. Members noted that the Strategic Objectives and TOM would return to the Board following further refinement informed by stakeholder engagement.
Open board discussion
92. 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:
- PCS union engagement
- Cyber resilience and critical services
- External environment and market factors
- Estates Update
- Backlog progress and colleague motivation
- Future workforce shape and skills
- Role and expectations of RoS Ventures
- Non-Executive Director recruitment.
Papers for endorsement
93. The Board endorsed the following paper:
- Financial delegations
94. The Board sought clarification on the application and usage of delegated limits, including how frequently delegations were exercised and the relationship between delegated authority and approved budgets. It was confirmed that delegation letters were issued to relevant staff and that auditors were content with the current arrangements.
Action
Chief Finance Officer – To provide the Board with information on the usage of Financial Delegations, including frequency, value, and context of use (including directorate and grade breakdown).
Papers for noting
95. The Board noted the following papers:
- Governance Risk Discussion Tracker
- Transparency Publication Review
- NXD and EMT Diversity Reporting
- Statutory Fee progress/update
- Delivering Customer Excellence
- CSPS Action Planning/Results
- Quarterly SWP Review
- Contingent Worker Summary.
Items to be delegated to ARC
96. No items were delegated to ARC.
Board observer feedback
97. The Chair invited Martin Burns, Director of Digital, Data and Technology, to provide Board observer feedback.
98. The Board noted the following points from the observer feedback:
- The overall quality of Board discussions was strong, with balanced scrutiny and constructive challenge across agenda items
- Performance and financial updates were well presented, and members found the accompanying slides helpful; it was suggested that including narrative to support metric reporting may add further value
- Risk and productivity discussions were well considered, with effective challenge on target measures and underlying assumptions
- The Year 5 Delivery Plan discussion provided an open and rounded exploration of priorities, dependencies, and delivery confidence
- The DDaT Strategy item generated helpful and detailed feedback for further development
- The development exercise was viewed as beneficial and highlighted the importance of continued Board engagement in resilience planning
- RoS Ventures discussions demonstrated constructive challenge on financial information and future direction
- The Corporate Plan session benefited from extended discussion time, supporting frank and considered feedback.
NXD Private 1:1 with Keeper
99. The Non-Executive Directors participated in a private 1:1 with the Keeper.
Day 2 close
100. The Keeper thanked attendees for their attendance and participation in the 2 day board meeting.
Date of next meeting
101. The Board noted that the next BAU Board meeting will take place on 09 June 2026 in Meadowbank House, Edinburgh, with members also participating in the Long Term Planning Workshop on 26 May 2026, in Saint Vincent Plaza, Glasgow.
Related publications
Board papers March 2026
If you would like any of these papers in an accessible format, contact us with your preferences.
- 00.-RoS-Board-Agenda-09-10-March-2026.pdf - (219.1 KB)
- 02-Agenda-items-to-be-taken-in-Private.pdf - (100.0 KB)
- 03.-Board-Minute-09-December-2025.pdf - (300.0 KB)
- 04.-Action-Log.pdf - (67.8 KB)
- 06.-KRR-by-Exception-and-Annual-Risk-Management-Policy-Review.pdf - (180.2 KB)
- 24.-Financial-Delegations.pdf - (136.7 KB)
- 25.1.-Governance-Risk-Governance-Discussion-Tracker.pdf - (666.8 KB)
- 25.2.-Transparency-Publication-Review.pdf - (192.0 KB)
- 25.3.-NXD-and-EMT-Diversity-Reporting.pdf - (163.0 KB)
- 25.5.-Delivering-Customer-Excellence.pdf - (195.4 KB)
- 25.6.-CSPS-Action-Planning-Results.pdf - (199.3 KB)
- 25.8.-Contingent-Worker-Summary.pdf - (188.2 KB)
