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Board Room, National Library of Scotland, George IV Bridge Building
Present: Professor Michael Anderson (Chairman); Andrea Batchelor; Mungo Bovey QC; Dr Peter Kemp; Jonathan Lake QC; Charles Lovatt; Cllr Gordan Low; Dr Willis Pickard; Malcolm Scott QC; James Wolffe QC.
In attendance: Duncan Campbell (Deputy Chief Executive); David Hunter (Secretary to the Library); Susan McKenzie (Head of Finance); Dr Darryl Mead (Deputy National Librarian); Martyn Wade (National Librarian and Chief Executive); Jan Usher (TUS representative); Janice McFarlane (minutes).
Apologies: The Lord President of the Court of Session; The Lord Advocate; The Minister of the High Kirk (St Giles') Edinburgh; The Crown Agent; The Lord Provost of Aberdeen; The Lord Provost of Edinburgh; Lorraine Fannin; Malcolm Thomson QC; Professor Graham Caie; Professor David Finkelstein; Dr Richard Parsons; Moira Methven.
The Chairman (MA) opened the meeting by informing Trustees of five recent changes in ex officio membership of the Board. Following the May elections the new Lord Provosts are George Adam (Aberdeen), Bob Duncan (Dundee), Donald Wilson (Edinburgh), and Sadie Docherty (Glasgow).
Lord Gill has been appointed as the new Lord President of the Court of Session, replacing Lord Hamilton who retired in June. It was noted that Lord Gill had previously been a member of the Board during his time as Keeper of the Advocates Library.
Minutes of meeting
Following an earlier request from the Board, Malcolm Pendreigh (MP), Head of the Agency for the Legal Deposit Libraries (ALDL), provided a presentation on the history and performance of the agency since its move to Edinburgh in 2009.
Trustees were informed that the agency's work on publisher engagement was resulting in a decrease in the level of chasing required to obtain items from publishers. MP highlighted the target of obtaining 85% of UK printed material, and indicated that this was the maximum capacity possible with current staffing levels. However the agency will always be looking at ways to increase efficiencies.
Using a range of graphs MP explained how throughput was impacted by the annual publishing cycle, with its peaks and troughs of production. MP also highlighted the challenges of defining UK print output and the transition to electronic deposit. He also indicated the progress already made against the agency's 2012-2013 business plan,
In response to a query concerning the use of its powers of compulsion against non-compliant publishers, MP informed Trustees that this power was held by the Board of the agency. However MP explained the need to carefully consider each case before a recommendation to pursue would be made to the Board. Martyn Wade (MW) confirmed that no publisher had yet been taken to court over non-compliance, and explained that, as the agency could only legally obtain the cost of the non-deposited items, the legal costs involved could make such actions prohibitive.
MA, on behalf of the Board, thanked MP for his encouraging presentation.
As noted above.
3. Declaration of interests:
A declaration of interest was made by those Trustees who are members of the Faculty of Advocates regarding outstanding actions relating to the deposit agreement between the Library and the Faculty.
MA reminded Trustees that they were required to declare an interest in any unexpected issues that emerged during discussion of any agenda items.
4. Minutes of meeting of 19 March 2012:
The minutes were approved as a correct record of the meeting.
5. Actions outstanding and matters arising from previous meeting:
1. Presentation: Health and safety:
DC will ask MG to provide a presentation to the Board of the Rivo Safeguard system which is used to record and manage risk and business continuity. This presentation will incorporate information on the key health and safety risks (25 June 2012). JM will ensure this item is added to the agenda of the next meeting of the Board.
Update: On agenda as item 15.
5. Actions outstanding: Trustees seminar 24
MW/TUS will work to define the term 'curation' and will present a paper to the next meeting of the Board (25 June 2012).
Update: Carried forward to October meeting to allow input by staff following implementation of new structure.
Actions outstanding: NLS logo:
DC will present a paper to the Board outlining outcomes and proposal re the move to a single corporate NLS logo. Carried forward to June meeting.
Update: For further discussion by CLT. Carried forward to October meeting of Board.
Matters arising: Health and safety
DC will pass on the congratulations of the Board to staff who contributed to the achievement of 5 star health and safety audit (asap).
7.1. Draft minutes of Governance Committee of 23
TUS were asked by Trustees to encourage all staff to submit nominations for the award of NLS Fellowships (Autumn 2012 and going forward)
MW will develop plans for an event to present NLS Fellowships
Update: Event scheduled for 4 September. Plans to be developed.
7.3. Draft minutes of the Investment Committee of 8
The Development Committee will consider appropriate means of acknowledging bequests. (Future meeting of committee)
Update: On Development Committee agenda for meeting 28 June.
10. Charitable vehicle for restricted
SM/DC will seek legal advice and develop a proposal which will be brought back to the Board for approval (25 June 2012 or 1 October 2012 dependent on progress).
Update: Confirmed for agenda 1 October 2012.
11. Deposit agreement between FoA and
MW will sign the agreement on behalf of the Trustees (asap).
Update: MW informed Trustees that the agreement has been signed.
12. Draft Corporate Plan and budget:
Trustees will forward any additional comments on drafting points to DH (by 23 March 2012).
Update: Comments received.
DH will circulate amended draft to Trustees for approval by 10
Update: ‘Draft final’ version circulated 12 April 2012.
SM will add a note to the document explaining the apparent £2m
deficit by 10 April 2012.
Update: Included in 'Draft final' version. Corporate Plan was agreed by email.
15. Management restructuring update:
MW will circulate an updated organogram, with appointees' names included to Trustees (asap).
16. Kelvinhall Project strategic brief:
DC will present a draft Memorandum of Understanding and Heads of Agreement to the Board in June.
Update: Carried forward to October meeting.
MW will contact Glasgow University re their due diligence on
this project (asap).
Update: This action was transferred to M Guvan. MW will chase and report back to Trustees by email.
18. Health, safety and security report:
DH agreed to pull together an inventory of all NLS policy documents, and would consider presenting a regularly updated inventory the Board (asap).
Update: Included in Secretary's Departmental Plan.
- Carrying forward outstanding actions:
Trustees indicated some concern about the number of actions which were being carried forward. Particular attention was noted regarding the provision of a report on 'curation'.
- Kelvinhall Project:
MW informed Trustees that progress was slower than originally expected. This was due to the inclusion of new partners in the project and the delay in the response from the Heritage Lottery Fund (HLF).
6. Presentations for future meetings:
MA encouraged Trustees to forward any suggestions for presentations which could be incorporated into future meetings of the Board to Janice McFarlane (JM). MA also recommended that the proposal for short presentations by the Heads of Departments should be brought together into one separate event once the new Board is in place. JM will note this recommendation for the future.
7. Draft minutes of meetings of Committees:
7.1 Staffing and Remuneration Committee of 15 May
MA presented the draft minutes to the Board, and MW provided a further, verbal, update on the restructuring programme.
MW highlighted the 3-4 week delay in this programme resulting from a requirement for additional staff consultation and improved communication. Staff have received written confirmation if their jobs are not changing as a result of the restructuring. Work is continuing on job evaluations and the establishment of interim pay points for new posts. It is expected that the new structure will be in place by the end of July.
The Board noted the report.
7.2 Audit Committee of 21 June 2012:
The draft minutes were tabled and, in the absence of Malcolm Thomson (MT), Charles Lovatt (CL) presented a report to the Board.
Trustees were informed that the meeting had been a lengthy and detailed one, with several important issues discussed.
CL highlighted the number of internal audit reports which had been submitted, and which required careful consideration. CL noted that there had been some criticism of the quality of the reports. The reports concentrated on any issues which the auditors had identified, and, therefore, did not include any positive indications of things which were working well. Trustees were informed that the current contract, with Baker Tilly, ends later in 2012.
As previously agreed by the Board, the Committee’s minutes contained an update on four outstanding recommendations from the Percy Report. The Committee had accepted that one of these recommendations was now complete, and had discussed issues relating to Professor Percy's comments regarding cultural change and how this could be monitored.
Susan McKenzie (SM) then briefly introduced the management accounts, which were presented as an appendix to the Audit Committee minutes. SM highlighted the substantial underspend and explained the background to this and the Library's plans to deal with it.
In response to queries SM explained some of the terminology used in the accounts, and confirmed that the current issues regarding the Royal Bank of Scotland computer systems had not impacted on the Library.
The Board noted the report.
8. Shared Services Governance Board (SSGB):
8.1. Minutes of meeting 12 March 2012:
Peter Kemp (PK) presented the minutes to the Board. Trustees were reminded that a verbal report on these minutes had been presented to the previous meeting, and that all outstanding issues had been taken forward to the May meeting of the SSGB.
The Board noted the report.
8.2. Draft minutes of meeting 23 May
PK presented the draft minutes to the Board. PK reported that this had been a very good meeting. The SSGB was benefitting from the dedicated time available following the appointment of the Shared Services Programme Manager. Although there was still much to do, there was greater clarity regarding direction and steady progress was being made. PK stated that the minutes were largely technical, and drew attention to the next item on the agenda.
PK agreed that a diagram outlining the Governance Reporting Structure would be circulated to the Board, once it is complete.
Trustees expressed concern that the Board should retain appropriate oversight of the shared services agenda. It was noted that the SSGB was officer-led, with Trustee representatives in attendance.
MW informed the Board that the Library's three-year audit programme would include an audit of shared services. NGS will also, independently, audit these services. Both organisations hope to align their audit programmes.
Trustees asked that the Board's Governance Committee should meet to consider the draft Memorandum of Understanding (MoU) and Annual Operating Plan (AOP).
Trustees were requested to forward any comments on the draft documents to JM, for consideration by the Governance Committee. JM will arrange a meeting date for the Governance Committee.
The Board noted the report and the points raised.
9. Shared Services governance and annual operating
Duncan Campbell (DC) presented a paper requesting approval of the Shared Services MoU and AOP for 2012/2013. It was noted that the Board had already decided to demit these documents to its Governance Committee before making a final decision.
During the ensuing discussions several issues were discussed. These included:
- Clarification that Service Level Agreements (SLAs) are treated as contracts and will be signed by the CEOs of each organisation. Trustees were reminded that the Board must agree to the establishment of a shared service, before a SLA was developed (paras 26-27 of MoU).
- Defined key decision points (para 4 of MoU) should be incorporated into the AOP.
- SSGB will assess risks using a combination of NLS and NGS risk assessments. DC will circulate a copy of the full risk assessment to Trustees, by email, before formal approval (paras.45-47 of MoU).
- DC will seek clarification from the Shared Services Programme Manager concerning paras. 36-37 of the MoU concerning confidentiality, disclosure and freedom of information considerations.
- Conflicting statements in paras. 1 and 56 regarding the legal status of the MoU. It was agreed that para. 56 should be removed.
The Board noted the draft documents and the points raised during the discussions.
The Board agreed that consideration of the draft documents should be demitted to the Governance Committee.
10. Revised Gaelic Language Plan:
DC presented a paper requesting approval of the revised Gaelic Language Plan (GLP). DC reminded Trustees that the Board had approved the original draft GLP in May 2011. However this, and a subsequent revised version, had been rejected by Bòrd na Gàidhlig. Trustees were assured that the new revision still reflected the Library's intention to retain control of how NLS would reflect the main thrusts of the National Plan.
During the ensuing discussions Trustees identified several typographic errors in the text. It was also noted that the figures provided under section 5 reflected grant in aid provisions for 2011/2012 instead of 2012/2013.
Trustees recommended that the text should be reviewed to present a more positive emphasis on the Library's position and achievements, and several examples were noted. The plan should also emphasise that all of the Library's educational projects were subject to available funding and successful fundraising.
DC will ensure that typographical and dating errors are amended and that the text is revised to emphasise positive progress.
The Board approved the revised plan, subject to full proof reading and the agreed changes in emphasis.
11. Publication Scheme: Public Sector Sustainability
DC presented a paper incorporating a report demonstrating how NLS is addressing the requirements of the Climate Change (Scotland) Act 2009. The Act requires the Library to publish this report alongside the Annual Report and Accounts.
Trustees were asked to approve a proposal that the sustainability report should be added to the Library's publication scheme, with a link provided to this in the Annual Report and Accounts.
Trustees noted the very positive achievements outlined in the report, and, on behalf of the Board, MA commended all those involved in reducing the Library's emissions.
Trustees also noted a typographic error in section 3.5 of the report, and DC will ensure that this is corrected before the document is added to the publication scheme.
The Board approved the inclusion of the report in the Library’s publication scheme, subject to the agreed correction.
12. Loans to exhibitions: Requests for
Darryl Mead (DM) presented a paper requesting approval for loans of items for inclusion in five separate exhibitions. Particular attention was drawn to the request relating to the paper sculpture, which was anonymously presented to the Library in 2011, and to the items requested for an inaugural exhibition for the US Patrons of NLS/NGS.
The paper sculpture would join a Scottish touring exhibition of all the sculptures which had been donated to different cultural organisations across Edinburgh.
In response to a query Trustees were assured that NLS staff will ensure that conservation and security systems are suitable for the US Patrons exhibit.
The Board approved all five loan requests.
Gordan Low (GL) left the meeting during these discussions and SM left following this item.
Following a brief comfort break, during which Trustees were recommended to view a small display of new accessions to the John Murray Archive (JMA), the Board agreed to change the order of the agenda. Agenda item 13, NLS Bill Update, was re-scheduled as item 16.
David McClay (NLS Manuscript Curator — DMcC) and Mike Galloway (NLS Health and Safety Manager — MG) joined the meeting at this point.
13. Additions to the John Murray Archive
DMcC provided a brief verbal report on recent additions to the JMA, highlighting some of the items on display.
Trustees were informed that, thanks to the enormous generosity of John and Ginny Murray, the JMA was now up to date, covering the whole period from 1768 to 2002. Three-quarters of the Library's JMA holdings had as a result been donated.
In addition, funding from the John R Murray Charitable Trust had enabled the Library to purchase the archive of Sir Patrick Leigh Fermor. This archive, together with other material in the collections meant that the Library possessed one of the world's leading travel archives.
In response to questions DMcC outlined some of the ongoing work to publicise the JMA amongst researchers and the wider public.
The Board thanked DMcC for his enthusiastic work promoting the archive.
DMcC left the meeting at this point.
14. Rivo Safeguard and health and safety
Trustees received a brief presentation, by MG, on the Rivo Safeguard database system. MG explained how Rivo Safeguard was used to manage and monitor health and safety risks within the Library. The system also provided evidence of compliance with health and safety procedures. An example of this was provided by the Library's lack of exposure to the recent problems with cooling towers across parts of Edinburgh due to the provision of appropriate training and the maintenance of training records.
In response to questions MG informed the Board that, due to good in-house systems, audits by the British Safety Council only took place every three to four years. Trustees were also reassured that the range of areas monitored using this system was not limited, but was under the control of the Library.
MG would be happy to provide training in the system to any Trustee who was interested. Trustees should contact JM in the first instance if they wish to pursue this offer.
MA, on behalf of the Board, thanked MG for his presentation, and noted that the management of the Rivo Safeguard system provided enormous reassurance.
15. Health, safety and security quarterly
DC presented the quarterly report, which itemised the accidents which had occurred since the previous meeting of the Board. None of these were major, and Trustees were informed that manual handling and other incidents are dealt with by training.
DC informed Trustees that, since completion of the report, there had been two break-ins to Baden Powell House, following its occupation by Development staff. Entry had been made via a door in Fisher's Close. This is now a fire door, and a security bar is now in place. Security will be further tightened when a new link to the Lawnmarket Building is completed. Although CCTV cameras had picked up the intruders, £3k of audio equipment was stolen during the first incident. Nothing was taken the second time.
The Board noted the report.
16. NLS Bill Update:
MW informed Trustees that the Bill received Royal Assent on 21 June and is now formally the National Library of Scotland Act 2012 (2012 asp 3). The commencement order date will be set once the new Board is in place, possibly January 2013.
It is probable that the new Board will initially include about five new, as well as five continuing, Trustees, plus Chair. It is hoped everyone will be in place by January or early February 2013. Work is currently under way to develop an induction programme for members of the new Board. Continuing members will probably remain on the Board for one or at least two years, depending on their length of tenure to date.
Work is underway to appoint the Chair-Designate, with interviews scheduled for 12 July. MW reminded Trustees that they had previously agreed that the Chair-Designate would be co-opted on to the current Board following his/her appointment.
The Board meeting, scheduled for 1 October, would be the final one to be chaired by MA, and would be attended by the Chair-Designate. The new Chair would preside, with the existing Board, at the December meeting.
MA announced that he is arranging a party which will take place in the Board Room following the 1 October meeting of the Board. Trustees and staff would be invited to celebrate the fantastic time he personally has had during his term as Trustee and Chair.
The Board noted the report.
MG left the meeting at this point.
17. National Librarian and Chief Executive's
Trustees received a report from MW providing information about some recent Library developments not otherwise covered by the agenda of the meeting.
Several other issues were also brought to Trustees' attention. These included:
- The successful Library event at the Borders Book Festival: Rory Bremner interviewed Sir David Frost.
- An update on lobbying activity concerning e-legal deposit: On a
UK level this had included a letter to the 'Times' highlighting
issues regarding microbusinesses and perpetual copyright. Issues
which had been outlined in the joint response to the government
MW has been invited to a meeting with the Better Legislation Executive to discuss the microbusiness issues. Trustees were informed that, under current plans, microbusinesses would come under the terms of the regulations from April 2014. However this would still be too late to capture some vital information on issues such as the independence referendum and the 2014 Commonwealth Games.
Additional lobbying activity has taken place in Scotland. The Library is keeping the Scottish Government informed and the Cabinet Secretary has written to Ed Vaizey (DCMS). MW reported that there appears to be no opposition to the implementation of the e-deposit regulations in Scotland, before they come in to force in the rest of the UK.
- The visit of the Dalai Lama on 22 June: This had been successful. Photographs of the Dalai Lama with staff will be made available to all staff asap.
The Board noted the report and the additional information provided.
Any other business:
Opening of the summer exhibition:
CL commended the fantastic and enthusiastic contributions of staff at the opening reception, and in the mounting of the exhibit.
Date of next meeting:
Monday 1 October 2012.