Board meeting, 4 February 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; Jonathan Lake QC; Charles Lovatt; Moira Methven; Dr Richard Parsons; Dr Willis Pickard.

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); David Seers (Scottish Government representative); Catherine Davies (Trade Unions Side Representative); Janice McFarlane (Minutes).

Apologies: No apologies were received.


Minutes of meeting

Welcome and opening comments:
The Chair (JB) opened the meeting by welcoming members to the first meeting of the Board under the terms of the NLS 2012 Act. JB also welcomed David Seers (DS), as the representative of the Scottish Government, and Catherine Davies (CD) to her first Board meeting as Trade Unions Side (TUS) Representative.

On behalf of the Board JB congratulated Darryl Mead (DM) on his recent marriage, and thanked Janice McFarlane (JM) for her work supporting the Board over the previous two years.


1. Apologies:
As noted above.


2. Declaration of interests:
No declaration was made.Members were reminded that they were required to declare an interest in any unexpected issues that emerged during discussion of any agenda item.

Minutes of meeting of 17 December 2012:
The minutes were approved as a correct record.


3. Actions outstanding and matters arising from meeting of 17 December 2012:

7.1. Shared Services Governance Board: Minutes of 11 September: DC will provide JB with a copy of the 'Shared Services Journey' paper mentioned in the minutes (asap).
Update: Done.

9. Risk appetite: A reiterated paper, reflecting concerns expressed by Trustees should be presented to the next meeting of the Board. (4 February 2013)
Update: Risk appetite, and the need to explore the spectrum of risks that this covers, is logged for discussion and approval by the Board at its September meeting.

10. NLS branding: This paper will be presented to the next meeting of the Board.(4 February 2013)
Update: On agenda. See paper BT/13/05

14. Health, safety and security report: Future reports will only contain a summary of security incidents, unless a significant issue is identified.
Update: Going forward. Noted for future reports.


Matters arising:
3.1. Outstanding issues:
Following the June 2012 meeting of the Board the Development Committee had been asked to consider appropriate means of acknowledging bequests and major donations.  However, as the committee had not met since that date, Trustees asked for assurance that this issue would not be lost. Martyn Wade (MW) assured the Board that, while this would be addressed by the committee in due course, the Library did have acknowledgement procedures in place.

JM informed Trustees that this and other outstanding issues, including the provision of the Shared Services Annual Report, were noted on agenda planners to ensure that they were not overlooked.


4. Presentations for future meetings:
Trustees were reminded to forward any suggestions for future presentation to JM.

JB took this opportunity to notify Trustees of plans for an initial 'Away Day' meeting to allow Members to commence discussions on the way forward for the Board and the Library. Discussions would include the Library's strategy and the scope and membership of Board committees.

Possible meeting dates had been identified as 11 or 18 March. JM will contact Trustees to confirm the preferred date.

The Governance Committee, scheduled to meet on 5 February, would begin work on some of these issues.

Trustees approved a recommendation that Graham Caie (GC) should Chair the Governance Committee, and also approved that he should continue in the role of Vice-Chair of the Board.


5. Transfer to NLS Foundation:
Duncan Campbell (DC) presented a paper requesting the Board's approval for the transfer of funds to NLS Foundation.

Trustees were informed that the foundation was not yet fully constituted, but that members had been appointed. These were: Professor Michael Anderson (Chair); Richard Burns; Richard Kerley; Karen Cunningham; Laura Lambie; Shields Henderson.

Jonathan Lake (JL) provided a detailed overview of the issues faced by Trustees in making this decision, and the steps taken to mitigate those issues. He concluded by stating that he was satisfied that it was worth proceeding with the transfer arrangements.

During the ensuing discussions the following issues were addressed:

  • Confirmation of Trustees' legal authority to transfer funds in this way
  • The conditional nature of the written advice received from the Library's external auditors. PwC will not provide definitive advice as they indicated that they could not 'second guess' the views of the Office of National Statistics
  • Confirmation of the final amount for transfer at year-end, but Trustees were assured of the maximum amount involved
  • The ability of the Library to set conditions for the use of funds included in this initial transfer
  • The identification of any risks involved in the proposed interim arrangements if the foundation was not fully constituted by the end of the financial year. Issues raised included:
    • A possible conflict of interest for Turcan Connell (TC) in its roles regarding NLS and the foundation
    • Trustees want to see the detailed terms and conditions. DC will bring a draft paper to the 'Away Day' meeting
    • Clarification of what would happen if the foundation does not receive approval as a charity.

Following these discussions Trustees approved the transfer of funds, as detailed in the paper.


6. Internal audit arrangements 2013-2015:
DC presented a paper requesting the Board's approval to proceed with the appointment of the Scottish Government Internal Audit Division as the provider of the Library's internal audit services for 2013-2014 and 2014-2015, subject to satisfactory terms and conditions. The current contract with Baker Tilly ends on 31 March 2013.

Charles Lovatt (CL) qualified his recommendation of approval for this appointment, as indicated in the cover sheet of the paper, by emphasising that his approval was dependent on the appointment meeting compliance rules, and on the terms and conditions of the final contract.

DC outlined the reasons for the Library's recommended service provider. The SG Internal Audit Service should respond to the Library's offer by 14 February.

Trustees expressed concern regarding the risks incurred if agreement was not reached with the preferred supplier to ensure service provision from 1 April 2013. Trustees were informed that the Library would be able to complete a conventional tendering exercise to ensure a contract was in place by the start of the new financial year. If this deadline was not achieved then the Compliance, Audit and Review (CAR) Manager could provide an interim service. Trustees indicated that they would not approve this interim solution, and would expect an external supplier to be in place.

The Board approved the appointment of the SG Internal Audit Division, or another external supplier if necessary, subject to acceptable terms and conditions.


7. Building the NLS brand:
DC presented a paper proposing changes to NLS sub brands. These proposals would remove the SCOTBIS brand but retain the Scottish Screen Archive (SSA) brand and develop improved cross-promotion mechanisms.

DC will confirm if the plans include the use of a bilingual logo for the SSA, and report back to Trustees.

JB expressed concern that the application of the bilingual approach had compromised the original NLS logo design and thus the branding. The design would have to be reviewed at some point and the brand re-asserted.

Trustees approved the proposed changes.


8. Treasury Management Policy:
DC presented a paper requesting Board approval of the Treasury Management Policy, which had been approved by ELT on 24 January.

In response to a query Trustees were informed that the current fund managers had been appointed through the normal procurement procedures, overseen by the Investment Committee. Following the disbandment of the Investment Committee fund managers had presented their annual reports to the Audit Committee.

Trustees also asked about the Library's ethical policy and its impact on investment activity. MW explained that it had been difficult to develop an agreed text for an ethical investment policy, and that a general instruction had been given to fund managers that investments should not bring the Library into disrepute.

MW indicated that this general ethical policy was used quite widely across the Library, but was not officially recorded. A formal policy would impact on all areas of the Library's work as well as staff and Trustees. MW will present a paper on this topic to the Board at the meeting scheduled for 28 March.

Trustees asked that the text should reflect that risk is ongoing and changing, and requires constant checking. A line will be added to reflect this.

DC provided clarification in response to queries concerning any potential impact on the operations of the NLS Foundation. Trustees were satisfied that the text reflected the spend of monies received in the same financial year. NLS ethical policy would be drawn to the attention of Foundation members.

Trustees approved the Treasury Management Policy, subject to the agreed amendment.


9. Loans to exhibitions: Requests for approval:
Darryl Mead (DM) presented two requests for approval.

It was noted that the request from the National Museums of Scotland was an extension, and amendment to an earlier request which had been approved by the Board.

DM provided further information in response to queries concerning the request from The Stationer's Company. In response to questions concerning publicity for the Library, Trustees were informed that NLS Curator David McClay would be speaking at the event and that all items on display would be accompanied by cards acknowledging the National Library of Scotland.

JB asked that, as a matter of course, loan arrangements should include a small number of tickets to allow some Trustees access to exhibitions that include NLS materials.

Trustees approved both loan requests.


10. Board and committees:
A brief discussion took place regarding Trustee representation on committees. It was noted that all current and future members will have to be active participants in the Board's committees. A matrix outlining the proposed recruitment cycle for new Trustees would be circulated to members.

GC reminded Trustees of their current committee memberships, and members acknowledged and approved the details provided, including the names of the Chairs of each committee.

In response to a query concerning Board representation of the Shared Services Governance Board (SSGB) DC asked Trustees to approve the winding-up of the SSGB.  DC explained that the SSGB was introduced to oversee the establishment of the shared services process. The Shared Services Annual Operating Plan will be incorporated into the Library's Corporate Plan, and an annual report on its progress will be presented to the Board at the end of June. The SSGB members, representing both NLS and NGS Boards had retired, and there was no continuing role for SSGB.

An audit of shared services was planned for 2013-2014 and Peter Kemp (PK), who had represented the NLS Board, had been asked to prepare a final report for the auditors.

Trustees approved the winding-up of the SSGB and approved the co-option of PK until completion of his report for the auditors.

JB will communicate this decision to PK.


11. Changes in the risk profile:
DC informed the Board that there were no substantial changes to the risk profile.

The Corporate Risk Register will be presented to Trustees at their meeting scheduled for 28 March.


12. ALDL Governance: update:
MW provided a verbal update regarding the proposed changes to ALDL governance.

MW confirmed that all legal deposit libraries (LDLs) had now agreed to the proposed changes. Their earlier request, that NLS should pay their fees for legal advice, had been withdrawn. NLS has offered to pay the legal costs for amending the Articles of Association, as these had been requested by NLS Trustees. If any further legal costs were incurred then the LDLs should meet these themselves. MW estimated the costs for NLS would be between £1,000 and £2,000.

Trustees approved this approach.


13.Any other business:
13.1. Electronic legal deposit:
MW confirmed that the regulations allowing digital legal deposit, after lengthy delays, are still on schedule for implementation from 6 April 2013. 'The Scotsman' had published a brief article by MW on this topic on 30 January.

MW highlighted the impact these changes would have on the Library’s services and, in particular, on the use of its reading rooms. Changes were already apparent and DM informed Trustees that, over the past four years, the use of digital resources was three-times higher than use of the print collections.

The Library will continue to expand its digitisation activity and will be completing a tender for EU funding. Work will also continue in negotiating with external bodies, such as the Bodleian, for access to electronic copies of books which are held in print format by NLS.


13.2. Scottish National Sound Archive:
DM provided a verbal update on plans to develop a National Sound Archive for Scotland. The plans would see the Archive co-located with the Scottish Screen Archive in Glasgow's Kelvin Hall. The archive would be distributed across Scotland, with collections retained by their current owners. NLS at Kelvin Hall would offer a metadata hub providing digital access to the distributed collections.

DM outlined the various issues surrounding the development of this important resource. These included:

  • Funding: from the Scottish Government and Heritage Lottery Fund
  • Potential intellectual property issues, and plans to address these
  • The future of the Library's partner organisation Tobar an Dualchais

DM will circulate a copy of his report to Trustees.

13.3. Secretary to the Library:
JB informed Trustees that David Hunter (DH) would shortly be leaving the Library and, on behalf of the Board, thanked DH for the support he had provided, especially regarding the progress and implementation of the NLS Act.

13.4. Register of Interests:
JM reminded Trustees that they were required to update their Register of Interests entries. Reminders had been posted to them, and they were encouraged to respond before 15 February.


14. Summary of agreed actions:
A summary of the agreed actions, with updated information, is provided as paper BT/13/09.


Date of next meeting:
11 March 2013 (Away Day)
28 March 2013 (formal Board meeting).


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