Board of Trustees Meeting, 14 February 2011

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Board Room, National Library of Scotland, George IV Bridge Building,
13:30

Present: Professor Anderson (Chairman), Lorraine Fannin, Mungo Bovey QC, Malcolm Scott QC, James Wolffe QC, Professor Graham Caie, Professor David Finkelstein, Dr Peter Kemp, Cllr Gordan Low, Lady Balfour of Burleigh, Charles Lovatt.

In attendance: Duncan Campbell (Director of Corporate Services), Dr Darryl Meade (Acting Director of Collections and Research), Alexandra Miller (Director of Customer Services), Martyn Wade (National Librarian and Chief Executive); Carolyn McAllister (TUS Representative) (except items 4 and 5); Karen Brown (Minutes).

Apologies: The Lord Advocate, the Lord President of the Court of Session, The Crown Agent, The Lord Provost of Aberdeen, Andrea Batchelor, Dr Richard Parsons, Cllr Kathy Morrice, Moira Methven; Teri Wishart (Director of External Relations).

The Chairman, Professor Anderson (MA) opened the meeting by welcoming Dr Darryl Meade, recently appointed Acting Director of Collections and Research (with a six-month appointment) to replace Cate Newton. Darryl's previous role was as Joint Working Manager of the National Library, Galleries and Museums which he took up in September 2008. His previous roles included 10 years on the Senior Management Team at Glasgow Museums. Also welcomed to the meeting was Carolyn McAllister representing the Library's Trade Union Side (TUS).

It was agreed to focus on the most pressing items of business at the meeting and, if necessary, to defer other matters to the next meeting of the Board. Trustees were also advised that the change in presentation of the agenda was to allow for important confidential matters to be taken earlier in the meeting and to be more transparent about the business of the Board.

Minutes of Meeting

1. Apologies
As noted above. In her absence from the meeting, Andrea Batchelor (AB) had provided extensive comments electronically on the papers which would be taken into account during proceedings. Trustees were reminded that this was a helpful way to communicate their views on the business of meetings if they were unable to attend in person.

2. Minutes of the meeting of the Board, 13 December 2010:
The minutes were approved as a correct record of the meeting

3. Actions outstanding and matters arising:

Item 3. Matters Arising, NLS Equalities Update:
Equalities Policy: Text outlining responsibilities of Trustees - 'advancing' to be replaced by 'promoting'.

Equalities Policy to be posted on Trustees intranet site.

Update: Completed

Item 4. Approval of Revenue Spending: Explanation of 'half hour sites' to be circulated

Update: Half hour sites: The term refers to high usage buildings, where the consumption is monitored on a half hour basis and billed automatically. Low use sites require a meter reading and are billed monthly or quarterly. The Scottish Government framework procurement tendered these as separate contracts, which were awarded to different suppliers. GB and CB are high usage and therefore fall under the half hour contract, which is supplied by Scottish Power. Our other buildings are low usage and are supplied by Southern Electric.

Item 6. Review of Progress on Corporate Plan:
Objective 2.1: Provide note of clarification about wording for this section of the report at next meeting of the Board.

Update: The requirement to find £270k additional savings to transfer to digital activities was superseded during the year by the more pressing requirement to make 5% efficiency savings. Digital activities were however progressed through:

  • Allocation of funding during the budget setting exercise
  • Allocation from the purchase fund and
  • Allocation of capital funding for shared service projects to include e.g. digital storage.

Although technically the objective had not been met as defined, the allocation of resources to digital activities had been achieved.

Digital Preservation Policy: Include form of wording in policy to state that material would be preserved in the best possible format which would also allow for migration if that format subsequently became obsolete.

Update: Work was in hand to define an NLS preservation policy. This will include a commitment to ensuring access in perpetuity.

Objective 1.3: Ensure that action is taken to enable progress of the success measure for this objective - 'increased availability of Library-created digital resources online' - to be both made and measured.

Update: The existing target of adding 79,500 pages from NLS' own collections had been exceeded in recent times. It was hoped to have a target of 120,000 pages from the collections by the end of 2011, however this was dependent on an allocation of funds from the Purchase Fund.

Item 8. National Library of Scotland Budget 2011-12:
Management to do further work examining options for bolstering the purchase fund and circulate these to the Board.

Update: Covered under item 5 of the agenda.

Item 11. National Librarian and Chief Executive's Report:
A note of thanks to be circulated to staff for their commitment to the Library during the severe weather disruption.

Update: Emails from the NLCE to all staff were sent on 8 December and 5 January.

The TUS representative left the meeting at this point.

4. Completion of Purchase of the John Murray Archive (JMA):
The Board received a paper from Martyn Wade (MW) which outlined options for completion of the purchase of the John Murray Archive.

Following full consideration of these options, Trustees supported the recommendation outlined in the paper, subject to further broad detail being provided to the Board for assurance that funds were available and could be used for that purpose.

The Board also agreed the following actions to be taken by MW:

  • To prepare a report on the fundraising campaign for the JMA for consideration at a future meeting of the Board
  • To prepare a new fundraising strategy for NLS to be considered by the Board's Development Committee at its next meeting.

5. Corporate Planning and Budgeting 2011-2012:
The Board received a paper from MW which outlined options for the transference of funds from the Library's draft revenue and capital Grant-in-Aid allocations for 2011-2012 to support the Library's purchase fund. This followed strong concern from Trustees at the previous meeting of the Board about the reduction of the capital grant for purchases in the draft Grant-in-Aid settlement and a request for action to be taken to increase the amount available.

At the request of Trustees, clarification was provided on the implications of transfer of funds from the allocations outlined in the paper.

Following discussion, Trustees approved the following recommendations:

  • Subject to additional Grant-in-Aid capital being provided for 2010-2011, the transfer of funds as outlined in the paper to provide a Purchase Fund of £900,00+ for 2011-2012 only
  • Library management to consider additional proposals should the additional Grant-in-Aid capital not be provided; revised proposals to be brought to the next meeting should this occur
  • Support the ongoing work to raise awareness by the Minister and the Scottish Government of the impact of the reduction in the Purchase Grant

It was also agreed that an update would be provided at the March meeting of the Board of broad plans for spend of the Purchase Fund in 2011-12.

An update was also provided on corporate and departmental planning for 2011-2012. The 2011-2012 Corporate Plan was in preparation, a draft of which would be circulated to Trustees for feedback before the Board was presented with a final version for approval in March.

The TUS representative re-entered the meeting at this point.

6. Draft Minutes of the meeting of the Governance Working Party (GWP), 17 January 2011:
MA, as chair of the GWP, spoke to the draft minutes and highlighted the proposal for Trustees to have the opportunity to suggest themes for presentations at future Board meetings on important strategic issues for the Library. Trustees would be contacted by email and invited to forward suggestions in time for the next meeting of the Board in March.

The Board noted the draft minutes.

7. Powers of the Board of Trustees:
The Board received a paper from MA which suggested that there might be a need for formal adoption of a regulation to require co-opted Trustees and co-opted members of Board committees to resign, should the Board consider such action necessary.

Following an outline by MA of the context for the proposal, discussion arose around whether the Board had the power to adopt such a regulation. Personal opinion was expressed by some Trustees present appointed by the Faculty of Advocates that the National Library of Scotland Act 1925 did not allow for the Board to do so. Under these circumstances, the consensus of Trustees was that the following action should instead be taken:

  • Should it be considered necessary, the Chairman should write to a co-opted Trustee or co-opted member of a Board Committee requesting him or her to resign and in doing so, remind him / her of his / her accountability and liability for as long as s/he remained a member.

8. Audit Scotland Report: 'The Role of Boards':
A paper was received which provided a summary of discussion by the GWP of key issues raised in the report and recommendations to the Board for consideration.

Full discussion took place over each of the issues, a summary of which and the recommendations agreed by the Board are appended to these minutes.

9. Loans to exhibitions: Request for approval:
The loan was approved. Also ratified was approval of a loan to the Royal College of Physicians and Surgeons which had been given electronically by Trustees in between Board meetings.

10. National Librarian and Chief Executive's report:
The Board received a report which provided information on recent Library developments not otherwise covered by the agenda of the meeting.

Attention was drawn to the award of the prestigious Bartholomew Globe Award by the Royal Scottish Geographical Society (RSGS) to NLS Senior Map Curator, Chris Fleet. The Board joined MA in congratulating Chris for a much merited award to someone who was a major figure on the map library scene, in particular for his work on, and in promoting, the Bartholomew Archive. MA added that he would send a letter of congratulations to Chris on the Board's behalf.

11. Draft minutes of the meeting of the Audit Committee, 11 January 2011:
Charles Lovatt (CL) spoke to the draft minutes, in the absence of Malcolm Thomson QC, chair of the Committee, and summarised the main items of business that had been considered at the meeting.

Concerns were raised by Trustees about the Library's café contract arrangements. In response, Alexandra Miller (AM), Director of Customer Services, outlined what was viewed as a complex combination of factors that had contributed to lower-than-hoped-for profits. These were being addressed by agreement of a new contract, which was being finalised. Discussions were ongoing about possible small adjustments in opening hours and staff discounts on hot drinks. Trustees were reminded that the café was part of the visitor experience to the Library and was not being run, therefore, as a commercial operation per se.

Trustees were also advised that the Audit Committee was reviewing the Library's trading activities at each of its meetings and Trustee Lorraine Fannin (LF) had been providing advice to management regarding the Library shop.

Although it was considered by Trustees that these measures went some way to address concerns, it was agreed that a 'short-life' working group, combining trustee and management involvement and expertise, should be established to examine this issue as well as wider income policy issues for the Library.

The Board noted the draft minutes.

12. Draft minutes of the meeting of the Development Committee, 1 February 2011:
Lady Balfour of Burleigh, chair of the Committee, spoke to the draft minutes. Highlighted was the merger proposal between the American Associates of NLS (AANLS) and the American Associates of the National Galleries of Scotland (AANGS). Trustees were advised by MA that the two American boards had since agreed in principle to merge and dates had been set for them to meet formally. Grateful thanks were expressed to Dr Bill Zachs, chair of AANLS, for his role in discussions.

The Board noted the draft minutes.

13. Any other business
There was none.

Date of next meeting
20 June 2011.

Appendix A

Audit Scotland 'Role of Boards' Report

Board response

1. Responsibility for the performance of the organisation

In terms of governance and accountability, the report identified three main responsibilities of boards of public bodies (p.15, Para. 44):

  • Setting the organisation's strategic direction within the context of the National Performance Framework and the policies and priorities of Scottish Ministers
  • Monitoring, scrutinising, challenging and supporting the management in its running of the organisation
  • Ensuring the organisation meets its objectives.

Whilst paragraph 8 of the Board's 'Responsibilities of the Board of Trustees' policy document addresses the first bullet point, the document may not say enough about the responsibilities of the Board in monitoring, scrutinising, challenging and supporting the organisation.

GWP Recommendation:
Insert a new section and clause, prominently placed, in the 'Responsibilities of the Board of Trustees' document about the responsibilities of the Board as a whole incorporating the bullet points above, but with the following amendment:

'Monitoring, scrutinising, challenging and supporting the performance of the management in its running of the organisation on a strategic and regular basis'.

This monitoring and scrutinising element could be incorporated into the Terms of Reference of Committees to give a consistent framework.

Board response
The Board agreed with this recommendation.

2. Risk management

One of the Auditor General's key messages was a concern that this is too often devolved to an inappropriate extent to board Audit Committees, but in his view maintaining a regular oversight of risk (and especially of new risk) must be seen as a key function of the whole board.

  • Does the Board see enough detail on Risk Management?/li>
  • Does the Board consider updates to the Risk environment frequently enough - on some boards this is done as a matter of routine on any new development and at the end of every meeting?

At present, the Board sees an annual review of risk (the Corporate Risk Register), Audit Committee views it six monthly and the Senior Management Team (SMT) bi-annually. If there was a significant change to the Register, it would be presented at the next meeting of the Audit Committee which in turn would report to the Board through its minutes.

All covers of papers to the Board and Committees now carry a section on risk, providing for a reasonable description of that risk to encourage Trustees to ask questions. The Board should consider whether this could be further improved to increase Trustee confidence.

GWP Recommendation:
Any significant changes to the Corporate Risk Register that come to the attention of Audit Committee should be made prominent in the Committee's minutes.

Board response
Various opinions were expressed on the roles of Audit Committee and the full Board in maintaining an oversight of risk. It was agreed that as a recently received Internal Audit report on control covered many of the issues discussed under this item, it would be discussed in more depth when a paper on the report came before the Board.

3. The need for regular review of Board members' performance.

How much wider that at present (if at all and how often) should we have appraisals of Board members by the Chairman?

  • Do we need to involve others than the Chairman in this process?

At present, the Chairman appraises Crown and also the recently co-opted appointments and, other than that, relies on informal feedback. Appraisal of all Trustees could only be done under a new system, however the Chairman could have individual, informal discussions with active Trustees about thoughts on succession planning for a reformed Board.

GWP Recommendation:
The Chairman to have informal discussions on succession with those Trustees whose tenure of office is due for extension.

Board response
The Board agreed with the recommendation, but also considered that it should look at the activity of other boards (not just those of public bodies) in this area to see what could be learned about practices that might be appropriate to NLS.

4. Should an annual review of Board performance be formalised and if so should we at least periodically involve an external assessor in this process?

The GWP believes that the answer is yes to both.

GWP Recommendation:
Include a mechanism for this in the 'Responsibilities of the Board of Trustees' document.

Board response
The Board agreed with this recommendation. It was further noted by one Trustee that from experience, the process worked best when done internally, with validation by an external assessor.

5. Are the Library's induction and 'training' processes for Board members appropriate? Do Trustees get enough opportunities for training?

The Library has an induction policy, where over two half days, new Trustees receive a tour of the Library and are offered a briefing session with each of the Directors, the National Librarian and Chief Executive and the Chairman of the Board. New Trustees are also offered a place on a Trustee training programme by an external provider.

Board response
It was also considered important that Trustees continued to have opportunities to meet with staff other than senior managers so that staff knew who they were and of their active involvement.

6. Should we formalise a system for a declaration of interests by members at the start of each meeting? Yes.

GWP Recommendation:
Add as a standing item to the beginning of the agendas of Board and Committee meetings a request for members to declare any interests on any of the substantive items of the agenda (this not to replace declaration when unexpected points emerge during actual discussion of agenda items).

Board response
The Board agreed with this recommendation.

7. Concern was expressed at the seminar that boards often do not get enough (or sometimes too much) detail for them to be able to adequately assess the organisation and management's performance.

The GWP believes that the present volume of information for the NLS Board is about right. On assessment of organisational performance, the Board receives a six-month review of performance and an annual performance report.

If there are concerns between Board meetings, the NLCE contacts the Chairman of the Board. If the issue involves the Audit Committee, contact is made with the chair of the Committee. Electronic communication is then made with the full Board.

GWP Recommendation:
Map this communication route into the 'Responsibilities of the Board of Trustees' document or the Board's Scheme of Delegation (as a 'providing assurance' clause).

Board response
The Board agreed with this recommendation. It was also agreed that a format should be found for reporting on health, safety and security issues to the Board.

8. Openness and transparency:

At present, the Board does not have meetings open to the public, not least because almost no-one from the public comes when we do. Summary reports of the Board's non-confidential minutes are put on the NLS website.

  • Are these adequate?

It is for the Board to decide. However non-confidential minutes could be put on the website and their existence actively promoted to staff.

  • Are we too restrictive over what we class as 'confidential'?

More thinking is required about what Board matters need to be confidential and why they are - such as staffing or commercially sensitive information. There is also the issue to consider of when confidential minutes are no longer confidential and therefore could be actively released.

Board response
The Board agreed that non-confidential minutes should be published on the external website. Ways should be explored of closing as little of the formal record as possible, and declassifying items which were reserved, once the need for this had passed.

9. The Board has about the average number of committees for an NDPB.

  • Do we need them all?

The GWP believes that the present answer is yes.

  • Should more use be made of short-life working parties (which might involve just a couple of trustees)?
  • Should we follow some Boards and involve one or two trustees in internal project groups developing proposals for significant or sensitive developments or for new policies?

This could be an important function of non-executive directors, given the cultural shifts in the organisation that the Library will have to engage in. For the moment, we should bear in mind that it might be an interesting way of proceeding when big changes happen, but with the caveat that Trustees must not then become advocates for particular areas.

GWP Recommendation:
Insert a clause into the 'Responsibilities of the Board of Trustees' document which describes the following:

  • Trustees can have a potential role in short-life working parties, project groups or other more interventions where they have an interest / expertise
  • Trustees have 'permission' to express an interest in developments (but not to interfere with management nor to develop 'parishes').

Board response
The Board agreed with this recommendation and requested that a model for short-life working parties be further developed.

10. Are we focusing enough on the long as opposed to the short-term in our Board-level planning?

GWP believes the answer is yes.

Board response
It was important for the Board to be agile and have the ability to adapt. A focus on more medium term thinking was also considered important.

11. Are we doing enough as a Board to help develop future leaders among Library staff?

There should be an active interest of the Board in staff development in a time of change for the Library. We might also want to consider what emphasis in the future there should be in having professional librarians as leaders? Future leadership among Trustees is also clearly a matter for the Board.

Board response
It was perhaps more the role of Trustees to ensure that the mechanisms for staff development existed and that this was an issue for the Staffing and Remuneration Committee to consider and report back to the Board.

Trustee involvement with staff and other stakeholders was also considered important, as was the value in meeting opposite numbers in other boards.

 

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