Board meeting, 24 June 2013

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Room 404, National Library of Scotland, Lawnmarket Building.

Present: James Boyle (Chair); Andrea Batchelor; Professor Graham Caie; Lorraine Fannin; Jonathan Lake QC; Charles Lovatt; Moira Methven; Dr Richard Parsons; Dr Willis Pickard.

In attendance: Dr Darryl Mead (Deputy National Librarian); Duncan Campbell (Deputy Chief Executive); Richard Jones (Interim Secretary to the Library); David Seers (Scottish Government representative); Jan Usher (TUS Representative); Susanne Munro (Minutes); Koen Van der Straeten (Planning Officer).


Minutes of meeting

1. Apologies and welcome:
The Chair (JB) welcomed all attendees to the meeting and thanked Trustees for a full attendance.

JB drew Trustees' attention to the recently opened Livingstone exhibition, which he reported was outstanding and asked that DM pass congratulations to Jackie Cromarty and all concerned.

JB informed Trustees that as the Chief Executive Officer has been absent for more than 30 days Scottish Government has to change Accountable Officer designation. The Scottish Government appointed Darryl Mead (DM) Accountable Officer with effect from 4 June 2013. JB went on to thank Duncan Campbell (DC) for his return to the post of Deputy CEO.

JB asked David Seers (DS) to update Trustees on the recruitment of new Trustees. DS informed the meeting that work has taken place on redrafting the criteria and further discussions will take place next week; next month the material will be agreed and discussed by the recruitment board made up of the Chair, DS, Moira Methven (MM) and the Commission of Public Appointments. JB added that the material will be passed to current Trustees in order to target those with the required skills set as it has been proven that advertising has a limited effect. JB thanked DS for this update.


2. Declaration of Interests:
Richard Parson (RP) reminded members of his activity with the Scottish Higher Education Digital Library, pointing out that NLS contributes to this.


3. Withdrawal of non-Trustees for 15 minute meeting of Trustees:
JB asked the non-Trustees to withdraw for a brief period to allow the Trustees to discuss confidential items. Graham Caie (GC) provided a note of the issues discussed:

  • Continuing absence of CEO
  • Interim posts:
    Head of Finance.

4. Minutes of meeting of 28 March 2013:
The minutes were approved as a correct record with one amendment on page 5, ‘more effectively’ to be added before 'national'.


5. Actions outstanding and matters arising from previous meeting:
The actions and matters were updated as appropriate with the following comments made:
Lorraine Fannin (LF) referred to the minute of the 28 March meeting and the request for a beginner’s guide to the Sound Archive.  DM confirmed that he will ensure that the brochure prepared by Alistair Bell, SSA Curator is circulated to all Trustees.

Minutes of the meeting of 28 March 2013 (confidential minute).

Actions and matters arising from those minutes (confidential minute).


6. Loans to exhibitions: Requests for approval:
JB opened this item by circulating a copy of the brochure for 'Byron and Politics' at Kings College London and asked DM if it were possible to provide a copy of this brochure to all Trustees.

JB reviewed the loans and these were all approved.

Andrea Batchelor (AB) asked what judgements are made in assessing the loans and DM explained to the meeting that each application is judged individually, illustrating this in terms of the Mount Vernon Ladies Association request. This loan involved two staff accompanying the item, but had resulted in extensive discussions with Mount Vernon about future exhibitions. DM outlined the future plans in relation to the Library trying to build a presence in the US, which is a multi-strand thing and is a big commitment.

JB asked that a pair of tickets be allocated to any Trustee able to attend the exhibitions in Dresden or the National Gallery London — and, perhaps, report back to the Board for interest.


7. Audit Committee:
CL spoke to the paper and reported to the Board in relation to the recent Audit Committee meetings.

CL outlined the most significant work of the committee, firstly outlining routine matters covered such as:

  • The committee's effectiveness and needs such as training.
  • A review of the committee’s terms of reference, in relation to which the paper seeks the recommendation of the Board.
  • A review of an internal audit report (paper 13/22) on Shared Services
  • An overview of Library policies to identify those within the committee's remit, which will be reviewed in due course e.g. anti-fraud, whistleblowing; a wish to draw the Board's attention to the policies which may require the Board's review; the lack of a finance policy.

Further significant matters covered by the Committee in recent months have been:

  • Strategic processes for risk and in this regard the Committee wish to draw the Board’s attention to:
    • Recent absence of key members of staff, particularly the Head of Finance and the need for a full-time Head of Finance.
  • Provision of Internal Audit Services. CL updated the Board in respect of the appointment of internal auditors; the selection of Scottish Government Internal Audit (SGIA) and the subsequent decision to terminate the draft SLA with SGIA. CL confirmed that there is currently a tendering process under way and tenders will be considered during the week commending 8 July with the new firm due to commence on 1 August.   

CL invited questions from the Board.

A concern was raised in relation to the failed negotiation with SGIA. It had not been possible to agree on a model for managing the process. However DS said that he felt that SGIA would have been ready to deliver NLS work.

Graham Caie (GC) expressed that view that it would be good, in future, to have SGIA.

CL confirmed that there will be a meeting on 25 June 2013 with SGIA which will be attended by CL, DM and Alistair May). CL wished to record that the Audit Committee is very keen to have a warm and productive relationship with SGIA.

JB asked that a minuted record of the meeting with SGIA be provided by RJ for clarity.

CL wished to acknowledge the hard work of the Audit Committee and record thanks to Paul Dollman, LF and RP.

CL pointed out that the main changes to the terms of reference are a change in the quorum, which reduces from three to two Trustees and the power to co-opt a member from amongst the Trustees.

GC wished to record, in his capacity as Chair of the Governance Committee that while he had seen the draft Terms of Reference a formal approval by the Governance Committee would be required and CL accepted this.

The NLS Audit Committee — draft revised terms of reference were approved.


8. NLS future business model:
DM spoke to a PowerPoint presentation.

Koen Van der Straeten (KVdS) joined the meeting for the following item.


9. Strategy Development Project:
KVdS presented a PowerPoint overview of the current status of the Strategy Development Project and asked Trustees for their feedback.

CL informed Trustees that he had attended the Library’s strategy workshop in Aberdeen and that the attendees were very pleased that NLS had brought their strategy workshop to Aberdeen.

A discussion took place around the Consortium on a National Network with KVdS outlining that it is known that the Scottish Government is looking towards a National Strategy for Libraries and the opinion that this should be led by one organisation. MM spoke in her capacity as the acting CEO of SLIC and explained that this is something SLIC have been looking to develop beginning with public libraries. SLIC's view is that there should be number of stakeholders rather than somebody leading and at the moment SLIC is considering who would need to be represented at an initial meeting.

DS confirmed that following on from the Carnegie Report's call for a strategy, SG started discussions. DS had informal discussions with Martyn Wade and SLIC and the third dimension to this is that the new joint working group on culture and heritage between COSLA and the Scottish Government has, in its early meetings, taken a close interest in public libraries.

RP expanded on the consortium from a university perspective out outlined how Scotland is way ahead of the rest of the UK in terms of joint purchasing and stated that NLS is part of this consortium. RP supported the need to be work more closely with public libraries.

A further discussion took place focused on the need to maintain expertise and develop more expertise, with Graham Caie (GC) mentioning that he has been working on scholarship amongst staff.

Both Jonathan Lake (JL) and AB referred to previous Trustee discussions on these issues and the value of curation and need for succession planning. AB went on to say that she hoped it was recognised that despite the messages coming through the strategy development how much the Library has moved on in the past few years, with a growing public profile; that it is very important to send out the message that a lot of good work has been done already.

JB expressed thanks to KVdS.

KVdS left the meeting.


10. Shared Services Annual Report 2012-2013:
DC spoke to this paper and explained that this report is a summary at very high level and the previously provided Annual Operating Plan is more detailed. DC informed Trustees that Paul Gilfillan has now been appointed as Shared Service Programme.

In response to a query in respect of planned deliverables and planned activity on page 25 of the report, DC confirmed that all of these have been progressed but not all completed. DC will provide more detailed updates and dates for the next Board meeting in September.

DC was asked for his views on what the report represents and he confirmed that it shows that progress is being made but the key thing is to deliver the first project, which is HR, and to get it to the point where a request can be made to the Board to move it to a managed service.

DC cautioned that with the delay in the appointment of an IT project manager there is a reputational risk and a lot of the other strands of shared service are reliant on this.

A discussion took place regarding the cost saving aspect of shared services and DC wished to stress that the outcome is largely about cost avoidance; the scale is not sufficient to realise big savings, however there is more resilience.

DC further confirmed, in response to a query regarding signed Service Level Agreements, that these will only be signed once managed services are being delivered with one organisation; at this point SLAs will be brought to both Boards with risk assessments, currently there are aligned processes.

MM spoke in her capacity as Chair of the Staffing and Remuneration Committee and confirmed that at the last S and R Committee meeting a full account of progress was provided and the Committee was very pleased with this.

JB thanked DC for this paper.


11. NLS Foundation:
DC spoke to this paper and updated Trustees on the good progress which is being made in getting the Foundation up and running. A couple of Foundation meetings have taken place and the next one is scheduled for 6 August.

JB reminded Trustees that at the last Board meeting it was felt that getting a shared culture between the two Boards was important. JB confirmed that there have been steps taken to try to effect that bond.

DS spoke regarding reports of relaxation to Treasury rules and confirmed that there is a meeting with the Treasury on 3 July that will, it is hoped, result in more information in this regard.

JL raised a query in relation to fundraising income and activities, if these are put straight into the foundation they can be retrieved but if the rules are about to change should NLS hold off putting money into the foundation. DS confirmed that this will need to be looked at. DC confirmed that currently the fundraising money is coming into the Library.

A discussion took place regarding the independence of the Foundation and DC confirmed that the Library is not advising the Foundation. DC did confirm that NLS is providing administration and accounting support. RP asked regarding getting funding back from the Foundation and DC reiterated that the funds in transferred should have purpose attached and DC’s expectation is that the Foundation will be approached once a year but if funds are required this year there are interim arrangements to get these.


12. Any other business:
There were no items for discussion.


Date of next meeting:
23 September 2013.


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