Board of Trustees meeting, 17 December 2012

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

Present: James Boyle (Chairman); Andrea Batchelor; Professor Graham Caie; Catherine Dyer; Lorraine Fannin; Lord Gill, Richard Keen QC; 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); Dr Darryl Mead (Deputy National Librarian); Martyn Wade (National Librarian and Chief Executive); Jane Rose (TUS representative); Janice McFarlane (Minutes).

Apologies: The Lord Provost of Aberdeen; The Lord Provost of Edinburgh; Mungo Bovey QC; Professor David Finkelstein.


Minutes of meeting

1. Welcome:
On behalf of the Trustees Graham Caie (GC) warmly welcomed James Boyle (JB) to his first meeting as Chair of the Board. In welcoming JB the Board was also opening a new chapter in the history of the National Library of Scotland.

GC reiterated the Board's appreciation to Professor Anderson for his many years of work on behalf of the Library as Trustee and as Chair of the Board.

JB thanked Trustees for their welcome and stated that he was absolutely delighted to be a Trustee of the Library.

Trustees were informed that this was the final meeting of the Board, as currently constituted. A provisional date had been identified for the first meeting of the interim Board, but this was subject to confirmation of appointments from the Scottish Government (SG) and notification of the commencement date of the 2012 Act. The interim Board, comprising continuing members, will allow the work of the Board to continue and the recruitment of new members to begin.

JB informed Trustees that non-continuing members may be approached to consider co-option to the Board's committees.


2. Apologies:
As noted above.


3. Declaration of interests:
No declaration was made.

JB 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 1 October 2012:
The minutes were approved as a correct record of the meeting


5. Actions outstanding and matters arising from meeting of 1 October 2011:

Item 3: Minutes of meeting of 25 June: Actions outstanding:
Outstanding action to consider appropriate means of acknowledging bequests will be included in agenda for next meeting of Development Committee. (12 November 2012)
Update: Next meeting delayed to allow discussions with new Chair.

Item 6.2: Draft minutes of the Governance Committee of 28 August:
DC will check and confirm that SSGB minutes reflect the agreement that Schemes of Delegation have precedence over the MoU in matters of dispute.(asap)
Update: Minutes reflect this agreement.

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

Item 7: Shared Services Memorandum of Understanding:
Clause 5: amend a typographic error 'The Board of Trustees …' to be changed to 'The Boards of Trustees'. Clause 23 will be removed, as the relevant terms are adequately covered by clause 54. Changes to be made when MoU is revised.
Update: Changes noted and being dealt with.

Item 10: Risk policy and risk appetite:
JM will ensure risk appetite is included in the agenda for the next meeting of the committee.
Update: On agenda. See paper BT/12/51.

Audit Committee will consider risk appetite at its next meeting and present its recommendation to the Board in December. (28 November 2012 and 17 December 2012)
Update: See draft minutes of Audit Committee BT/12/50 and BT/12/51.

Item 11: Review of Performance 2011/2012:
DH will ensure that the Review of Performance is made available via the website. (asap).
Update: Done. Link to PDF from Publication Scheme.

Item 12: Loans to exhibitions: Requests for approval:
DM / JM will submit a further urgent request for approval by email. (asap)
Update: No urgent request required in intervening period. See BT/12/54 for latest requests.

Item 14: Curation and curators at NLS:
DM will bring a revised paper to the Board. (17 December 2012)
Update: On agenda. See paper BT/12/55.

Item 16: Digital Library Strategy:
JM will append a copy of the PowerPoint presentation to the minutes of the meeting of 1 October 2012.
Update: Done.

Item 17: Health, safety and security quarterly report:
Incidents occurring outside the workplace should not be included in future reports. (17 December 2012 and going forward)
Update: Noted.

Item 20: National Librarian and Chief Executive’s Report:
DC will pass the congratulations of the Board to staff involved in ‘word sculptures’ marketing programme. (asap)
Update: Done.

Matters arising:

  • Revised Gaelic Language Plan:
    Duncan Campbell (DC) informed Trustees that the revised plan had now been accepted by Bòrd na Gàidhlig,

6. Presentations for future meetings:
Trustees were reminded to forward any suggestions for future presentations to JM. Trustees were also informed that, with the forthcoming changes to Board membership, the format and scope of Board and committee meetings would be subject to change.


7. Shared Services Governance Board:

7.1: Minutes of the meeting of 11 September 2012:
Peter Kemp (PK) presented the minutes to Trustees and noted the steady progress which was being made following the Board’s approval of the Memorandum of Understanding and Annual Operating Plan (AOP).

In response to a question concerning the value of shared service working and a request for a summation of achievements to date the Board was informed that the Shared Services Annual Report, once available, would provide the required information. The AOP would be included in the Library's Corporate Plan, and provided details of planned developments.

DC will provide JB with a copy of the 'Shared services journey' paper mentioned in the minutes. 

The Board noted the report.

7.2: Minutes of the meeting of 24 October 2012:
PK presented the draft minutes to Trustees.

In response to a query concerning progress on the development of shared HR services, Trustees were informed that work was currently underway to procure a shared computer system. Approval by the NGS and NLS Boards would be required for the development of any shared HR service.

JB thanked PK for his work on the Shared Services Governance Board (SSGB) and noted that continuing Board representation on the SSGB would be reviewed by the interim Board.

The Board noted the report.


8: Draft minutes of the Audit Committee of 28 November 2012:
Malcolm Thomson (MT) presented the draft minutes to the Board.

MT reminded Trustees that, at their previous meeting, they had deferred consideration of the issue of an appropriate risk appetite level to the committee. During its discussions the committee agreed that it was happy with the Library's current approach to risk, which took note of the different appetites appropriate to different areas of the Library's work. However the committee also noted the danger of creating a straightjacket for the Library if the corporate risk appetite was fully disaggregated and subject to restrictive terminology.

The committee was therefore recommending that the Board approve a general risk appetite of 'open', which reflected current NLS practice. This issue was now being returned to the Board for a decision, and would be dealt with under the next item on the agenda. The committee also noted that the reconstituted Board would be required to review the risk appetite agreed by current Trustees.

In response to a query which had been received from a Trustee who was unable to attend the Board meeting, DC explained that separate risk assessments would still take place when considering specific issues and concerns.

JB welcomed the committee's recognition that the terms of reference of the Board's committees would have to be reviewed following the commencement of the NLS Act.

In considering the quarterly management accounts, appended to the minutes, DC confirmed that the variance indicated under Human Resources expenditure reflected money currently reserved for the staff restructuring programme.

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


9. Risk appetite:
David Hunter (DH) presented a paper requesting the Board's approval of an 'open' overall risk appetite, as recommended by the Audit Committee, and recommending that risk appetite should be reviewed on an annual basis.

During the ensuing discussions Trustees highlighted concerns relating to the requirement to clearly recognise and reflect the different levels of risk pertaining to issues such as the preservation of the collections and a range of legal constraints in areas such as employment and health and safety.

Trustees were reminded that the Library would continue to consider the different levels of risk appropriate to the varied areas of its work, and that the Board would continue to approve any requests for the loan of items from the collections.

The Board agreed that the narrative of the paper should be developed to reflect the concerns expressed by Trustees and that a reiterated paper should be presented to the next meeting of the Board.

While noting these caveats the Board was satisfied with the approach presented in the paper.


10. NLS branding:
Trustees agreed to defer this item until the next meeting of the Board.


11. Curation and curators at NLS:
Darryl Mead (DM) presented a paper requesting that the Board approve the recommended model of curation outlined in the paper.

Trustees were reminded that this issue had been discussed at the previous meeting of the Board. The revised paper reflected comments made by Trustees at that meeting and by the Trades Union Side.

Trustees did not identify any problems and  approved the recommended model.


12. Loans to exhibitions: Requests for approval:
DM presented a paper recommending Board approval of three requests for the loan of items for inclusion in external exhibits. 

DM highlighted the request for items to be included in a touring exhibition to the US of articles previously displayed as part of the Library's 'Dreaming and declaring' US Treasures exhibition. The touring exhibit would be a joint collaboration with American patrons. DM answered questions regarding the security and insurance of the items.

DM also provided additional information concerning the other requests, and informed Trustees that all exhibited items would be correctly credited to the National Library of Scotland.

Trustees approved all the requests.

Lord Gill, Richard Keen QC and Gordan Low left the meeting at this point.


13. Digital strategy:
DM presented a verbal update on the development of the Library's digital strategy.

DM reported that the responses to an internal consultation on the current draft were being reviewed. The Library had also consulted a range of external bodies, including the British Library, RCAHMS, and SLIC, and had also spoken with colleagues in RLUK (Research Libraries UK). 

A revised draft, incorporating information gathered through these consultations, should be available for circulation quite soon.

Trustees had no questions at this time and noted the report.


14. Health, safety and security quarterly report:
DC presented the quarterly report providing an update on issues relating to health, safety and security within the Library.

Trustees agreed that future reports should only contain a summary of security issues, unless a significant issue is identified.

Trustees noted the report.


15. Report on the Agency for the Legal Deposit Libraries:
Martyn Wade (MW) presented a paper updating Trustees on the performance of the Agency for the Legal Deposit Libraries (ALDL).

Responding to questions MW explained that e-deposit would be handled differently as the legal deposit libraries will be using a shared system. However ALDL will be involved in the transition from print to online deposit.

Trustees were also informed that, due to the legislative framework governing Trinity College Dublin, the Irish library will be able to access the shared e-deposit system. Work is still under way to clarify access to Irish online material.

Trustees noted the report.


16. 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.

Trustees welcomed NLS participation in the Scottish Higher Education Digital Library (SHEDL). This was particularly welcomed by Richard Parsons (RP), the current chair of SHEDL.

In addition MW drew Trustees attention to the return of the paper sculpture, once again on display in the entrance of the George IV Bridge Building. The sculpture had been included in a travelling exhibition of all the sculptures which had been anonymously donated to various Edinburgh-based cultural organisations during 2011.

Trustees noted the report.


17. Any other business:
There was no other business.


Date of next meeting:
Provisional date: Monday 4 February 2013.


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