Board of Trustees Meeting, 21 March 2011

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

Present: Professor Michael Anderson (Chairman); Catherine Dyer (Crown Agent); Andrea Batchelor; Dr Willis Pickard; Jonathan Lake QC; Professor David Finkelstein; Dr Peter Kemp; Dr Richard Parsons; Cllr Gordan Low; Stephen Dunn; Charles Lovatt; Moira Methven.

In attendance: Duncan Campbell (Director of Corporate Services); Alexandra Miller (Director of Customer Services); Martyn Wade (National Librarian and Chief Executive); Jane Rose (TUS representative); Karen Brown (minutes).

Apologies: The Lord President of the Court of Session; Lorraine Fannin; Mungo Bovey QC; Malcolm Scott QC; Malcolm Thomson QC; James Wolffe QC; Professor Graham Caie; Cllr Kathy Morrice; Lady Balfour of Burleigh.

The Chairman of the Board (MA) opened the meeting by informing the Board of the recent appointment of Martyn Wade (MW) as Honorary Professor in the Department of Information Management at Robert Gordon University. This was in recognition of MW’s contribution to the leadership of library and information services in Scotland and followed his recent appointment as Honorary Fellow in the University of Aberystwyth's Department of Information Studies. Trustees expressed their delight and congratulations to MW on hearing this news.

Minutes of meeting

1. Apologies
As noted above. In tendering their apologies for the meeting, Lorraine Fannin and James Wolffe QC had provided extensive comments by email on the papers which MA advised would be taken into account during proceedings.

Dr Darryl Mead, Acting Director of Collections and Research, was unable to be in attendance at the meeting.

The Board was also informed of the resignation of Teri Wishart, Director of Development and External Relations. Interim arrangements were in place for the next few months to cover directorship of that department.

 

2. Minutes of the meeting of the Board, 13 December 2010:
The minutes were approved as a correct record of the meeting, subject to the amendment of item 7, line 7 to say: 'Personal opinion was expressed by some Trustees present appointed by the Faculty of Advocates …'

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

 

3. Actions outstanding and matters arising:

Item 4. Completion of purchase of the John Murray Archive: Further broad detail to be provided to Trustees on funds available for assurance.
Update: A paper was tabled at the meeting which had also been circulated to the full Board by email.

A report to be prepared for Trustees on the fundraising campaign for the JMA
Update: 20 June 2011.

A new fundraising strategy to be prepared for consideration by the Board's Development Committee.
Update: 9 May 2011.

Item 5. Corporate Planning and Budgeting 2011-12: 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.
Update: The £350k additional capital for this year was approved by SG.

An update to be provided to Trustees on broad plans for spend of the Purchase Fund in 2011-12.
Update: In DM’s absence, it was agreed for this to be deferred to the June meeting of the Board.

Circulate a draft of the Corporate Plan to Trustees for feedback before final version is presented for approval.
Update: Draft plan was circulated on 4 March and was an item for decision on this agenda (item 8).

Item 7. Powers of the Board: Should it be considered necessary, the Chairman to write to a co-opted Trustee or co-opted Trustee requesting him to resign and in doing so, remind him/her of his accountability and liability for as long as s/he remained a member.
Update:
MA advised the Board that co-opted Trustee Mohsin Mehdi had confirmed his resignation from the Board.

Item 8. Audit Scotland Report: Insert new sections into the 'Responsibilities of the Board' document outlining:

  • Responsibilities of the Board as a whole in monitoring, scrutinising, challenging and supporting the organisation
  • A mechanism for formalising an annual review of Board performance
  • The communication route if there are concerns about the organisation between Board meetings, as a 'providing assurance clause'
  • That Trustees can have a potential role in short-life working parties, projects or groups or other more interventions where they have an interest/expertise
  • That Trustees have 'permission' to express an interest in developments (but not to interfere with management nor to develop 'parishes'.

Find a format for reporting on health, safety and security issues to the Board.
Update:
Suggested format will be brought to the June meeting of the Board.

Add 'Declaration of interests' as a standing item to the beginning of the agendas of Board and Committee meetings.
Update:
Done.

Publish non-confidential minutes on the external website; explore ways of closing as little of the formal record as possible, and declassifying items which were reserved, once the need for this had passed.
Update:
Trustees agreed that the Appendix to the 14 February minutes could also be made available on the website.

Staffing and Remuneration Committee to consider mechanisms for staff development and report to Board.
Update:
Item added to agenda planner for S and R Committee meetings.

Draft minutes of the Audit Committee: Set up a short life working party to examine Front of House trading activities and wider income policy issues for the Library.
Update:
A draft model for Trustee/management short life working groups and a specific one for Front of House trading activities were tabled at this meeting.  

Item 4, Completion of purchase of the John Murray Archive (JMA): Confirmation was given that the projected Quarter 4 out turn figures represented the position that the Library anticipated it would be in at the end of the financial year following completion of purchase of the JMA. The proposal was technically still subject to the approval of the Scottish Government (SG), although verbal approval had been given.

Following this additional assurance, the Board agreed that it was content to proceed with the proposal once email confirmation of approval from SG was received.

Item 8, Draft minutes of the Audit Committee: Short Life Working Groups: The reporting lines for the working groups were established as follows: The groups would be set up by the Board, draft reports would be considered by the Senior Management Team (SMT), and their comments included in the final report to the Board.

Removal of 'management' from 'Address a specific management issue' was suggested and agreed to, following which Trustees agreed the draft model for Trustee/management short life working groups and the specific remit for Front of House trading activities. Trustees also welcomed the volunteering of Trustees Lorraine Fannin (LF) and Charles Lovatt (CL) as members of the latter group.

Also tabled was a remit for a Shared Services Programme Board with responsibility for overseeing the NLS/National Galleries of Scotland (NGS) shared services project. This board would meet every three months and was another example of Trustees/management working together on projects, with one Trustee from each organisation sitting on the board.  Trustees interested in being the NLS Trustee member of the group were invited to contact MA after this meeting.

 

4. Presentations for future meetings:
MA advised that this was a new standing item on the agenda. Several suggestions from Trustees had already been received by email, which would be incorporated into Trustees meetings over the year, particularly following on from discussions on implementing the strategy.

 

5. Declaration of interests:
MA advised that this was a new standing item on the agenda. Members confirmed that there were no declarations of interests regarding the substantive items on the agenda. Trustees were reminded that they were still required to declare an interest on any unexpected points that emerged during actual discussion of agenda items.

 

6. Internal Audit arrangements 2011-2012:
The Board received a paper from Duncan Campbell, Director of Corporate Services (DC), which sought Trustees' approval of revised Internal Audit arrangements for the Library and a proposal to extend these arrangements for a further 12 months during 2011-2012. Trustees were advised that the revised arrangements had proved to be successful in 2010-2011 and that the proposal for extension of them had been approved in principle by the Audit Committee in December 2010.

The Board approved the revised arrangements and their extension during 2011-12, including extension of the outsourced internal audit services contract with the Library's current internal auditors for a further (and final) 12 months.

 

7. 'Connecting Knowledge': Implementing the Strategy:
The Board received a paper from MW which invited Trustees to consider how they might be involved with senior staff in the development of a high level view of implementation of the Library's corporate strategy over the next three years. This was in light of anticipated Grant-in-Aid reductions in advance of budget setting for 2012-2013. This high level view would be developed between April and September 2011 in time for the next budgeting period, with an interim report prepared for the June 2011 meeting of the Board and a final report submitted at its meeting in September.

Following discussion of suggested options for involvement, the following was agreed:

  • A half-day seminar for Trustees and senior staff to be arranged for May 2011
  • As a first stage, SMT would consider this issue and then lead discussions with Trustees, to structure the seminar
  • The Library to consider using electronic tools, such as a wiki to continue discussions following the seminar.

 

8. 2011-12 Corporate Plan and budget:
The Board received a paper which informed Trustees of the draft Corporate Plan and budget for 2011-2012. Comments received from Trustees on an early draft of the Corporate Plan had been taken into consideration in the revised document presented at this meeting. An overview of the budget had also been presented at a recent meeting of the Audit Committee. Trustees were now asked to formally approve both documents.

8.1. Corporate Plan: Further comments were made about the effect of the reduction in funding for 2011-2012 which was considered to be highly significant context for the Corporate Plan. In particular, it was felt that mention of it should be made explicitly early in the document. Comment was also made, however, that the document should not be a defensive one and that reference to the reduction in funding should be balanced by indicating what the Library would be doing looking ahead. Although the draft Plan had already been sent to the Scottish Government (SG), it was agreed that since it would not be approved until after the Scottish Parliament election, there was time to incorporate these two points.

The Board was also advised of the positive feedback received on the plan from SG and its request to include some reference to NLS action on environmental management / sustainability in the appropriate section within the main part of the report.

8.2. 2011-12 Budget: The following amendments to the 2011-2012 budget were agreed:

  • The surplus to be labelled more accurately as 'In-Year Reserve';
  • Reference to the £3m Endowment: It should be made explicit that this was the John Murray Endowment
  • Capital items: the budget document should say explicitly that the Library has had permission from SG to allocate capital expenditure to the Collections Purchase Fund
  • Last sentence to be reworded to e.g. 'Treasury management will be given more importance'.

Clarification was provided that once arrangements were made to complete the purchase of the JMA, the £3m John Murray Endowment, held until now in cash as contingency, would be moved into longer term investment as agreed by Trustees.

Subject to the amendments, the Board approved the 2011-2012 Corporate Plan and budget.

 

9. Draft NLS Gaelic Language Plan:
The Board received a paper which sought Board approval of a draft NLS Gaelic Language Plan (appended to the paper), which had followed from notification by Bòrd na Gàidhlig under the Gaelic Language (Scotland) Act 2005. National Museums Scotland (NMS), NGS and a number of other public bodies had also received notification in the same tranche.

The Board was advised that the general approach taken in the NLS plan, as agreed by SMT, was to focus on the Library's Gaelic collections and partnerships within the Library’s current strategy, but also to incorporate some explicit requirements from Bòrd na Gàidhlig, such as a bilingual logo.

Full discussion ensued over the approach taken in the plan. Whilst some Trustees considered that the focus on the Library's collections, particularly remote access through digitisation, was the correct one, comment was made that this was too limited a focus and that as NLS was a national body, Gaelic should be embodied more strongly in the Library's corporate thinking. In the course of this discussion, the following points were agreed:

  • Although the document was a measured response, it should be more positive and enthusiastic in tone, particularly about what the Library was currently doing within its core remit and the opportunities it would seek to develop as they arose
  • Creating a curatorial post was a positive step. However, along with the Library's digitisation of Gaelic material, it should be given a significant highlight in the document
  • Linking the document to the Library's strategic priorities would make it stronger
  • Implementation costs should be included
  • The document should make reference to the Library's role in increasing awareness of Gaelic among its partners, as well as contribution to Gaelic Medium education where appropriate through its schools outreach work.

It was agreed that the document would be amended to take Trustees' feedback into account and would be then re-circulated to the Board. The draft plan would also go to public consultation, however as this would have to take place after the Scottish Parliament election, the Library was seeking an extension from the Bòrd.

 

10. Policy for breaches of NLS terms and conditions:
The Board received a paper from Alexandra Miller, Director of Customer Services (AM) which sought Trustees' approval of a policy for dealing more consistently and fairly with breaches of the terms and conditions of use of the Library’s reading rooms and collections, including online usage. Trustees were advised that the policy was based on that of the British Library which had been prepared with legal advice and government input.

Full discussion ensued in the course of which the following points were agreed.

  • The document was a supportive internal policy document in the first instance which gave reassurance to staff that they would be supported by management and the Board to take action over breaches of the Library's regulations
  • As the Board of Trustees set the regulations of the Library, line 2 of the first paragraph of the terms and conditions document should be amended to say that the terms and conditions had been agreed by, and not with, the Board
  • There should be a reference to breach of copyright within the reference to digital collections.

It was also suggested that it was important to undertake an equalities impact assessment of the policy.

To conclude the discussion, it was agreed that useful feedback had been provided to AM to reflect on and bring back a revised document to the next meeting of the Board for final approval. In the meantime, as it was important that staff knew they had the support of Trustees to remove access and have a document to refer to, the draft policy presented at this meeting should be used as operating guidelines.

 

11. Fellowship of the National Library of Scotland:
The Board received a paper from MW which put forward to Trustees a proposal to introduce an honorary award to the Library — Fellowship of the National Library of Scotland. The proposal was at the instigation of a number of staff to recognise in a public way the wide ranging exceptional contributions to the Library of individuals both outwith the Library and among former Library staff.

It was further clarified that the Fellowship was not intended for visiting researchers (although that was a separate issue that the Library might consider) and that Fellows would be expected to have a significant continuing commitment to the Library. Trustees suggested that the latter point should be set as one of the criteria for nomination.

Following discussion of the proposal, the following was agreed going forward:

  • Further thought to be given to the workings of the proposal, including provision of a set of suitable examples for nomination
  • Trustees and staff to be invited to give nominations
  • Nominations to be considered by the Board's Governance Working Party (GWP) with recommendations to the full Board for approval
  • There should be a fairly high threshold in the maximum number of Fellows
  • Fellows, particularly former members of staff, should be given a Library email address, should they so wish.

 

12. Loans to exhibitions: Requests for approval
The loan requests were approved. The Board also ratified the approval of extension of a loan to the National Museums Scotland (NMS) which had recently been given by Trustees by email.

 

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

In addition to the items contained in the report, Trustees were also encouraged to visit the Library's website to find out in more depth about the good work being carried out throughout the Library.

 

14. Intruder in Lawnmarket Building
The Board received a paper from DC which informed Trustees of a recent incident involving a break-in to the Library's Lawnmarket Building. Trustees were advised that although nothing had been taken during the incident, it had raised issues of concern which the Library had taken subsequent remedial action to address. In particular, the failure of the intruder alarm system (IAS) connection to GB was now rectified and the system confirmed as working. Security procedures had also been amended to provide appropriate instructions to security staff for dealing with high risk situations.

The Board noted the report and agreed that, although no damage had been done, this was an incident appropriate to bring to its attention.

 

15. Quarterly Management Accounts
DC spoke to the paper which reported financial results for the third quarter of 2010/11, advising that these had already been presented to Audit Committee and SMT. Confirmation was provided that the period of planned procurements reported in the paper should read from 1 January 2011.

The Board noted the report.

 

16. Report on Agency for Legal Deposit Libraries
The Board received a paper from MW which, as requested by Trustees, provided a second update report on the performance of the Agency. Trustees were advised that the Agency had exceeded the target set for it of an overall throughput of materials of 810,000 items in the year March 2010-February 2011 and, in terms of receipt of monograph items, was getting closer to matching the intake of the British Library. The ALDL board was content with this progress being made, as well as the clear action for the progress that the Agency had set itself for future years.

In noting the report, the Board agreed that it was becoming more reassured over the Agency performance.

 

17. Draft minutes of the meeting of the Staffing and Remuneration Committee
MA, chair of the Committee, spoke to the draft minutes and highlighted item 4, which reported on progress on the development of an HR Shared Services proposal between NLS and the National Galleries of Scotland (NGS).

MA also cited the merger of the American Associate boards of NLS and NGS as a further example of joint working between the two organisations, in terms of fundraising operations in the US in the future. An excellent appointment of chairman had been made to the newly merged board and arrangements were being worked out to handle the potential sensitive issue of conflicting approaches being made to prospective donors.

The Board noted the draft minutes.

 

18. Draft minutes of the meeting of the Audit Committee
Charles Lovatt (CL) spoke to the draft minutes, in place of the chair who was absent from the meeting. Highlighted was the discussion that had taken place over presentation of the quarterly management accounts to the committee and subsequent agreement over the approach to be taken for its next two meetings.

As the minutes of this and other committee meetings formed the basis of committee reports to the Board, it was agreed that in future there should be more explicit minuting of significant items, such as internal audit high priority recommendations and the highest risks in the Corporate Risk Register, to ensure adequate awareness by the Board.

The Board noted the draft minutes.

 

19. Any other business

19.1. NLS Bill: The Board was advised that as part of the stage three debate for the Public Records (Scotland) Bill, the Minister of the Library's sponsor department at SG had given a public commitment of intent to introduce an NLS bill and that drafting of such a bill was proceeding.

Scottish Screen Archive (SSA) premises: The Board was advised of the identification of possible new premises for the current back room services of SSA within a new cultural project being proposed for the Kelvin Halls in Glasgow which offered an excellent opportunity to co-locate with other heritage collection organisations. The public face of SSA was intended to be delivered through a facility in the Mitchell Library.

Glasgow Life proposed to make a joint submission for capital funding to the Heritage Lottery Fund for the repurposing of the Kelvin Halls, including NLS and the other partners.

The Board indicated that it was comfortable at this stage with this proposal, which would give NLS a bigger presence in the West of Scotland.

The Board also heard that as she was leaving the Library, this would be the last meeting that Karen Brown would be attending as secretary to the Board. Trustees joined MA in thanking her for her major contribution to the work of the Board and wished her well for the future.

 

Date of next meeting:
Monday 20 June 2011.

 

Board minutes list



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