Board meeting, 28 March 2013

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

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

In attendance: Dr Darryl Mead (Deputy National Librarian); Martyn Wade (National Librarian and Chief Executive); David Seers (Scottish Government representative); Jane Rose (TUS Representative); Susanne Munro (Minutes).

Apologies: Apologies were received from Jonathan Lake QC.


Minutes of meeting

1. Welcome and opening comments:
The Chair (JB) opened the meeting by welcoming back Richard Parsons (RP) and on behalf of the Board hoped that Lorraine Fannin (LF) was feeling better.


2. Declaration of Interests:
No declaration was made.


3. Minutes of meeting of 4 February 2013:
The minutes were approved as a correct record.


4. Actions and matters arising from previous meeting:
The actions and matters arising were updated as appropriate and MW apologised that it had not been possible to complete all of the actions outstanding but assured the meeting that these are in hand.

JB confirmed that Dr Peter Kemp would be prompted to produce his report for the auditors in connection with a final audit of shared services.


5. Feedback from Away day 11 March 2013:
JB, on behalf of the Board, expressed thanks to members of staff who took part in the Trustees' Away Day on 11 March and congratulated Graeme Hawley on his recent promotion.


6. Corporate Plan and budget:
Alistair Duncan, Interim Head of Finance, joined the meeting for this and the following item.

JB introduced Alistair Duncan (AD) to the Trustees.

AD spoke to the paper and explained that this was a balanced budget which had been reviewed in February by the Executive Leadership Team. AD went on to say that there was an operating deficit of £168,000. JB invited questions from Trustees.

Charles Lovatt (CL) thanked AD and asked whether the £168,000 deficit could be viewed as realistic when the quarterly accounts showed a £431,000 deficit and the favourable variance was £1.1m in favour. AD expressed confidence based on reviews of the existing budget papers and experience, explaining that he felt there would be a correction for the year and the Q3 variance generally corrects itself.

Trustees approved the budget.

JB thanked AD.


7. Gift to the National Library of Scotland Foundation:
JB opened this item and invited Lorraine Fannin (LF) to speak. LF outlined that she had in the past expressed concerns in relation to the Foundation. LF confirmed that she had corresponded with Jonathan Lake (JL) who is concerned regarding the possibility that funds transferred to a third party for use can alter priorities for management. LF's concern was in relation to future proofing and she expressed confidence that this has been answered in the paper, but wondered whether it is clear how this process will work to the Library's benefit in the future.

LF went on to say that the Board of the Foundation must be appointed in a transparent manner and sought assurance in this regard. LF's final concern was in relation to the fact that many of these directions have been reversed.

JB explained that it was perhaps not possible to give LF the assurance she required in relation to the current Foundation Board. However JB assured LF the Board has been populated with an appropriate skills set and gender balance.

David Seers (DS) spoke to reassure the Board that the trust has been set up with the objective to support the work of the Library and that is the driving governance mechanism, however all the decisions must be made independently not just by different people but without instruction from the Board. DS went on to ask the Board to consider whether the conditions in 2.2 are over prescriptive. Following discussion MW suggested that the Board could suggest to the Foundation that it reflect the Board's own process. JB suggested the Board resolve to do this.

JB suggested that a liaison strategy was required and DS would support this approach.

CL sought reassurance that due diligence had been carried out as requested by the Board and it was confirmed that Turcan Connell had provided assurance and OSCR approval had been received promptly.

CL sought further reassurance in relation to confirmation of Department Expenditure limits and AD assured the Board that no physical transfer of funds will take place until the end of April which will satisfy PWC and give the Library time to make sure that everything is settled.

JB asked the Board to turn to page 52 and invited Trustees to comment. A discussion took place around 2.2 and 2.3 and restrictions on the Foundation. In response to queries AD circulated copies of minutes which contained a table of the Library's bequest funds and confirmed that the Foundation is constrained in respect of these monies consequently they can only apply the original conditions.

DS suggested the words in brackets at 2.2 be removed. JB received Trustees' consent

MW pointed out that DS had been very helpful and supportive in relation to the Foundation and wished to express his thanks to DS for this. JB asked that the Board's thanks be recorded also.

In response to a query regarding the amount of reserves AD went through the minute regarding the transfer to NLS and JB gave Trustees time to review the minute and satisfy themselves that they were content with this and then asked for agreement.

The tabled paper was approved, with JB thanking AD for his assistance and DS for his advice.

AD left the meeting

Mo Dockrell and Graeme Hawley joined for this item.

8. Equalities outcomes:
JB welcomed Mo Dockrell (MD) and Graeme Hawley (GH) to the meeting and explained that this document had been approved by ELT and Trustee approval was now sought.

GH spoke to the document and explained that it is almost like a strategy as to how the Library delivers what is expected under the Equalities Act. GH reviewed the outcomes and expressed the view that the Library can do more than tick boxes, and can in fact rethink how we present things such as the recent dementia DVD, with such great resources available.

The document was warmly welcomed with MM saying that this was one of the best papers she had seen in interpreting the Act in a way that will excite people who will be involved.

Trustees approved the 'Equalities outcomes'.

Mo Dockrell and Graeme Hawley left the meeting.


9. Scheme of Delegation (Trustees):
Graham Caie (GC) spoke to this item and updated the meeting explaining that the new Scheme of Delegation is based on the new Act. The paper was reviewed and after due consideration the Board approved the recommendations as outlined in the paper.


10. Loans to exhibitions: Requests for approval:
Darryl Mead (DM) presented six requests for approval.

DM provided further information in response to queries concerning the request from Maughan Library, King's College London, and confirmed that safeguards were in place, and went on to highlight that this loan is a way of getting a lot of impact very quickly for the Library's Byron collections.

Trustees approved the six loan requests.


11. Shared Services Terms of Reference (revised March 2013):
DM spoke to this item and reminded Trustees that the Governance Board had been disbanded and therefore revised terms of references were required. DM outlined that these Terms of Reference had been approved by the Shared Services Programme Board, the CEOs of both organisations and the Board of the National Galleries.

Trustees approved the revised Shared Services Terms of Reference.


12. Scottish Screen Archive relocation:
DM presented a PowerPoint on the SSA relocation and invited questions.

In response to questions in relation to the building, DM assured the meeting that the Library will not own the building, but will be taking a 25 year tenancy.

In response to a query regarding the cost model and the escalation of cost estimates, DM explained that the change in the cost model relates to the change in architect which resulted in more detailed work being done and a fuller understanding of costs being realised. MW added that after exploration the solution achieved is a good one, which delivers to the Library's needs and a lot of the additional cost will allow access to the shared spaces.

Andrea Batchelor (AB) said that she felt that this project will make the Library more effectively national and opened up partnership possibilities. AB went on to ask for clarification in relation to the dependence on HLF and phase 2. DM outlined the Glasgow Life (GL) approach to the project and confirmed that GL will now be looking for a grant, with MW adding that the Library is in a strong position and that HLF recognise the opportunity for collaboration. MW also spoke of the impact of digitisation, and explained that this project will be a catalyst for more digitisation of the images, with a possible project with the Mitchell Library. MW added that capital costs in the region of 3m have been identified and if this is done the premises will be rent free for the next 25 years. It is felt that staffing can be managed within the overall staffing of the Library, and what is required is now to start to have dialogue with the Scottish Government about funding.

Trustees approved the recommendations to continue to Phase 2 and to negotiate with the Scottish Government
LF asked if it would be possible to have a beginners' guide to the sound archive at some point and MW suggested asking Alistair Bell to do a presentation at a future Board meeting.


13. Fellowship:
GC spoke to this item and outlined the issues which had arisen at Governance Committee. GC confirmed that there was a desire to open the Fellowship up a little bit more to people who have contributed to the Library and to use as a link with senior people in other countries. GC went on to point out that one of the benefits had been amended as access to the Library as implied by this benefit has legal implications and it was felt therefore that this should be omitted.

Trustees approved the new criteria as outlined in the paper.

JB thanked MW and DH for the work done in updating the criteria so speedily.


14. Draft minutes of the meeting of Governance Committee of 5 February 2013:
GC presented the draft minutes to the Board.

In relation to the Draft NDPB Model Framework GC pointed out to Trustees that a draft framework will be presented to the full Board once available.

JB spoke in relation to Trustee attendance and commitment and wished to thank Trustees for their support.

Date of next meeting:
It was agreed that the proposed dates which had been circulated previously would be recirculated in order to fix a date for the next Board of Trustees' meeting.


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