Board of Trustees meeting, 1 October 2012

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Board Room, National Library of Scotland, George IV Bridge Building

Present: Professor Michael Anderson (Chairman); Andrea Batchelor; Mungo Bovey QC; Professor Graham Caie; Lorraine Fannin; Professor David Finkelstein; Dr Peter Kemp; Jonathan Lake QC; Charles Lovatt; Cllr Gordan Low; Moira Methven; Dr Richard Parsons; Dr Willis Pickard; Malcolm Scott QC; Malcolm Thomson 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); Jane Rose (TUS representative); Janice McFarlane (Minutes).

Apologies: The Lord President of the Court of Session; The Lord Advocate; The Crown Agent; The Lord Provost of Aberdeen; The Lord Provost of Edinburgh.

The Chairman (Michael Anderson) (MA) welcomed members to his final meeting as Chair and reminded Trustees that his term of office would end on 5 October. It was hoped that an announcement regarding the new chair would be made by that date. Trustees were informed that the Board's strong disappointment regarding the delay in appointing the new Chair had been notified to the Scottish Government. In response to queries regarding any interregnum the Scottish Government had indicated that one of the Vice-Chairs should act up. The Board then endorsed and thanked Graham Caie (GC) for agreeing to take on the role of Interim Chair.

Trustees were also reminded of their earlier decision to co-opt the Chair Designate to the current Board as soon as his / her name was known.


Minutes of meeting

1. Apologies:
As noted above.


2. Declaration of interests:

No declaration was made.

MA reminded Trustees that they were required to declare an interest in any unexpected issues that emerged during discussion of any agenda item.


3. Minutes of meeting of 25 June 2012:
MA noted that the meeting of the Development Committee, scheduled for 28 June, had been cancelled. The committee's outstanding action to consider appropriate means of acknowledging requests will be carried forward to the next meeting, scheduled for 12 November.

The minutes were approved as a correct record of the meeting.


4. Actions outstanding and matters arising from previous meeting:

Item 5.5: Actions outstanding: Trustees seminar 24 August:
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.

Item 5.5: 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 October meeting. (1 October 2012).
Paper delayed due to proposed changes at the [Scottish] Screen Archive and the proposed development of National Sound Archive for Scotland et al. Paper will be presented to the next meeting of Board.

Item 5.10: Actions outstanding: Charitable vehicle for restricted income:
Susan McKenzie (SM) / Duncan Campbell (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: Paper BT/12/17C presented under agenda item 27.

Item 5.16: Actions outstanding: Kelvinhall Project Strategic Brief:
DC will present a draft Memorandum of Understanding and Heads of Agreement to the Board in October.  (1 October 2012)
Update: Drafts not currently available. Verbal update to be provided to meeting. See agenda item 15.

MW will contact Glasgow University regarding their due diligence on this project. This action transferred to Murat Guvan. MW will chase on progress and report back to Trustees by email. (asap)

Item 6: Presentations for future meetings:
Janice McFarlane (JM) will note recommendation for a separate meeting to include presentations by the Heads of Departments, to take place once new Board is in place. (date tbc)
Update: Recommendation noted in agenda planner file.

Item 8.2: Shared Services Governance Board: Draft minutes of 23 May:
Peter Kemp (PK) agreed that a diagram outlining the Governance Reporting Structure would be circulated to the Board, once it is complete. (asap)

Trustees were requested to forward any comments on the draft documents to JM, for consideration by the Governance Committee. (asap)
Update: Comments received.

JM will arrange a meeting date for the Governance Committee. (asap)
Update: Governance Committee met 28/8/12. Minutes presented as BT/12/33

Item 9: Shared Services Governance and AOP:
DC will circulate a copy of the full risk assessment to Trustees, by email, before formal approval. (asap)

DC will seek clarification from the Shared Services Programme Manager concerning paragraphs 36-37 of the MoU concerning confidentiality, disclosure and Freedom of Information considerations. (asap)
Update: See paper BT/12/34.

Item 10: Revised Gaelic Language Plan:
DC will ensure that typographical and dating errors are amended and that the text is revised to emphasise positive progress. (asap)
Plan submitted. Response received requesting further changes.

Item 11: Publication Scheme: Public Sector Sustainability Report 2011-2012:
DC will ensure that the typographic error in section 3.5 of the report is corrected before the document is added to the publication scheme. (asap)

Item 14: Rivo Safeguard and health and safety risks:
Trustees should contact JM if they wish to receive training in Rivo Safeguard from MG. (going forward)
No training requests received.

Matters arising:

  • Revised Gaelic Language Plan:
    In response to a query, Trustees were informed that no formal response had been received, but that a few simple changes to some wording had been requested. The changes would not require the plan to be presented to the Board for further approval.

5. Presentations for future meetings:
Trustees were reminded to forward any suggestions for future presentations to JM.


6. Draft minutes of meetings of committees:

6.1 Draft minutes of the Audit Committee of 23 August 2012:
Charles Lovatt (CL) presented the draft minutes to the Board.

CL began his report by formally expressing the thanks of the committee to its co-opted member, Paul Dollman (PD). PD had proved a valuable addition to the committee since his co-option at the end of 2011.

CL highlighted the committee's discussions with the auditors, who had indicated that they were very happy with the actions and attitudes of the Library's management.

CL also informed Trustees that the Audit Committee recommended approval of the risk policy which would be presented to the Board under item 10 of the current agenda, but noted some outstanding issues regarding the proposed risk appetite.

The Audit Committee was concerned about the delay in the appointment of the Compliance, Audit and Review Manager. David Hunter (DH) provided an update on the current situation, indicating that the post would shortly be re-advertised, with interviews scheduled for the end of October. DH also indicated the impact of the delay on current workplans.

The underlying policies and assumptions reflected in the management accounts for the first quarter ended 30 June 2012 (appendix 2 to the minutes) had been considered by the committee.

SM informed Trustees that there were no major issues to highlight, and explained the current underspends.  SM answered questions regarding 'set-asides' and indicated that a review of progress against the Corporate Plan would be considered by managers as part of the mid-year review.

The Board noted the report.

6.2 Draft minutes of the Governance Committee of 28 August 2012:
MA presented the draft minutes to the Board, reminding Trustees that the committee meeting had been convened to deal with questions about the shared services governance documents which had been raised by the Board at the June meeting.

MA emphasised the main issues identified by the committee, which were the need for the clarification of some of the terminology used in the Memorandum of Understanding (MoU), and whether the new operational arrangements met the terms of the schemes of delegation. 

The committee's discussions had confirmed that proposals for the development of a managed service would continue to come to the Board for approval, as would Annual Operating Plans (AOPs), which would be incorporated into future Corporate Plans. The Scheme of Delegation would also ensure that any developments, above the stated financial limits, would need Board approval.

PK confirmed that the Shared Services Governance Board (SSGB) had agreed that the internal Schemes of Delegation of the two organisations would take precedence over the terms of the MoU in any areas of dispute. DC will confirm that this understanding is included in the SSGB minutes.

The committee had identified some actions regarding the updating of the Board's Scheme of Delegation, and clarification of some details in the Shared Services Terms of Reference. 

JM will ensure that all relevant shared services documentation is made available on the Trustees' intranet site.

MA, on behalf of the Governance Committee, recommended that the Board approve the Shared Services MoU and AOP.

The Board noted the report and the recommendations of the committee.


7. Shared Services Memorandum of Understanding (MoU):

DC presented the MoU for approval by the Board.

The Board noted the discussions and recommendations of the Governance Committee.

Trustees requested further clarification of a few clauses and this was provided by DC and PK. A typographic error in clause 5 was noted and it was agreed that the phrase 'The Board of Trustees …' would be changed to 'The Boards of Trustees …' when the MoU is revised.

Similarly it was agreed that clause 23 should be removed, as the relevant terms were adequately covered by clause 54.

The Board then approved the Memorandum of Understanding.


8. Shared Services Annual Operating Plan (AOP):
DC presented the AOP for approval by the Board.

Trustees were reminded that AOPs will form part of the Library's Corporate Plan in future years.

The Board approved the Annual Operating Plan.


9. Annual Report and Accounts 2011/2012:
SM presented the annual report and accounts to the Board for approval.

SM reminded Trustees that the report and accounts had been previously circulated to Trustees for comment, and had been discussed by the Audit Committee. They had been audited thoroughly by PriceWaterhouseCooper (PwC), and no specific issues had been raised.

The Board approved the Annual Report and Accounts.


10. Risk policy and risk appetite:
DH presented a paper requesting the Board's approval of a revised Risk Management Policy, and asking for an indication of Trustee preferences regarding the appropriate 'risk appetite' for the Library.

Trustees were reminded that the Library's Risk Policy had not been updated since 2007. The policy outlined general terms and key responsibilities. The Planning Officer will be responsible for developing and introducing procedures and guidance for staff in order to deliver the policy effectively.

The Board noted that the Audit Committee had recommended approval of the policy.

Trustees proceeded to discuss the proposed risk appetite, which was recommended by ELT. Several Trustees raised some concerns about the proposed appetite levels, and suggested changes. MW indicated the potential impact of the proposed changes on current operations, and reminded Trustees that the current appetite level was 'challenging'. CL indicated that the Audit Committee would like the opportunity to discuss the proposed appetite levels in more detail before providing a recommendation to the Board.

The Board agreed to defer a decision on risk appetite until the December meeting, in the interim the current appetite level will be retained.

The Board referred the risk appetite issue back to the Audit Committee for further deliberation. Audit Committee will address this issue during its meeting scheduled for 28 November and present its recommendation to the Board in December.

The Board approved the Risk Management Policy.


11. Review of Performance 2011/2012:
DH presented a paper requesting the Board's approval of the Review of Performance.

DH explained that as the Corporate Plan was published in March it could not include performance information for the whole year. This paper provided that information, and, if approved, the information would be made available via the Library's website.

Trustees particularly noted the huge improvement in staff absence and welcomed the increase in items consulted in the reading rooms.

The Board approved the review.


12. Loans to Exhibitions: Requests for approval:
Darryl Mead (DM) presented a paper requesting formal approval of three requests for the loan of items for inclusion in exhibitions.

Trustees were reminded that all three requests had previously been approved by email. MA thanked Trustees for the excellent response rate to these urgent requests. The paper was submitted to allow the formal minuting of those approvals.

Trustees were also notified that a further request for approval would shortly be submitted to them by email.

Trustees formally approved the loan requests.


13. Corporate Plan: Review of progress:
DH presented a paper providing a six-month review of progress made in implementing the Library's current Corporate Plan.

During the ensuing discussions Trustees concentrated on the three actions which were flagged as 'red', indicating a significant risk that they would not be achieved.

GC provided an update on progress against action B9, and indicated that work was currently progressing to develop and formalise the Library's relationship with the AHRC and other Research Councils.

DH explained that, while the Compliance Audit and Review (CAR) Manager may be able to develop a programme of reviews (action C5), the delay in appointing the CAR Manager made the completion of action C3 (embedding the project management framework throughout NLS) less likely.

Trustees noted the ambiguous use of the traffic-light system, but accepted that it did provide some clarity. It was agreed that the paper provided a useful overview, and that the review process was useful for managers.

The Board noted the report.


14. Curation and Curators at NLS:
DM presented a discussion paper which allowed Trustees to provide senior staff with guidance on the future of curation and curatorship in the Library.

Trustees were reminded that they had requested views on the role of curation during their strategy meeting in August 2011.

During the ensuing discussions, Trustees welcomed the intellectual vision shown in the paper and indicated that they found the attached diagram very useful. It was noted that the next step should include a model of how this vision would be taken forward.

Trustees identified several issues which they felt should be addressed in a revised paper. These included:

  • The role of curation and curators in the cultivation of donors
  • The added-value achieved through the research activity of staff
  • The importance of knowledge capture and knowledge management.

Jane Rose (JR), on behalf of TUS, informed Trustees that some staff had expressed concerns that the paper did not accurately reflect the experience of the former Official Publications Unit (OPU). DM and MW explained the rationale behind the decision to distribute OPU staff across different Departments. JR agreed that this issue was clarified in the section on curation, but indicated that the relevant text in section 2, 'Curators', could be expressed differently.

DM will bring a revised paper to the Board in December.

The Board noted the report.

SM left the meeting at this point.


15. Kelvinhall update:
DC provided a verbal update on the Kelvinhall project.

Trustees were informed that the project was delayed as initial costings had been changed. Discussions were underway with Glasgow Life and Glasgow University and revised costs were due by 5 October.

As a result the draft MoU is not yet available for consideration by Trustees.

Glasgow University has delayed completing its due diligence, but NLS is discussing sharing this process with them.

In response to a query Trustees were informed that the delays did not currently impact on the timetable for the transfer of the Scottish Screen Archive (SSA). If necessary, that timetable could be extended.

The Board noted the report.


16. Digital strategy:
DM provided a PowerPoint presentation outlining the ongoing development of the NLS Digital Library Strategy.

JM will append a copy of the presentation to these minutes.

DM explained that the strategy, which would comprise two sub-strategies, was targeted for completion by the end of December 2012.

Among the issues highlighted in the ensuing discussions were:

  • The impact of copyright constraints on digitising modern material
  • The provision of free access to digitised material
  • The move towards digital will not mean the end of analogue collections.

The Board noted the presentation.

GL left the meeting at this point.


17. Health, safety and security quarterly report:
DC tabled a paper providing a quarterly update of health, safety and security incidents across the Library. The paper was tabled because the latest Health and Safety Committee meeting had only taken place the previous week.

Trustees felt that more consideration should be given to the types of incidents that should be reported to the Board, and agreed that incidents occurring outside the workplace should not be included in future reports.

The Board noted the report.


18. Government response to the consultation on the legal deposit of non-print works:
DM presented a paper outlining the UK Government's response to the consultation, and the initial reaction of the legal deposit libraries.

DM highlighted the government decision to revisit the issue of 'perpetual copyright' in the sunset review.

Trustees were informed that the regulations should be published by 5 October 2012. It is expected that they will come in to force in April 2013.

The Board noted the report.


19. Report on the Agency for the Legal Deposit Libraries:
MW presented the Agency for the Legal Deposit Libraries (ALDL) quarterly report to Trustees.

In response to a query MW briefly explained the risks which may occur due to the recent change of Chair of the ALDL Board.

No other points were raised and the Board noted the report.


20. National Librarian and Chief Executive's report:
Trustees received a report from MW providing information about some recent Library developments not otherwise covered by the agenda of the meeting.

MW highlighted the hugely popular and successful Facebook competition, which had gone 'viral'. The online competition had also been picked up by the press and discussions were under way with 'The Scotsman', which is considering taking the 'Scotified' movie poster theme further.

In addition to the written report MW also provided a verbal update on progress with UK and US-based patron organisations.

Trustees were informed that the Library now had 46 registered UK Patrons and 10 Benefactors. The launch event of the American Patrons of NLS/NGS had been very successful. Twenty American Patrons had already registered, and the target is to reach 100 in 1-2 years. The American Patrons are eager to raise funds for the Library, and would be willing to arrange and fund touring exhibitions in the future. Developing these relationships and opportunities will be the focus of the new Head of Development.

Trustees noted the marketing award achieved for Shakespearian 'word sculptures' campaign, and requested that their congratulations should be passed on to the staff involved.

Trustees noted the report.


21. Any other business:
On behalf of the Board, GC thanked MA for his many years of work on behalf of the Board and the Library.


Date of next meeting:
Monday 17 December 2012.


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