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Reading Room, Faculty of Advocates.
Present: James Boyle (Chair) (JB), Neil McIntosh (NM), Dianne Haley (DH), Fiona Robertson (FR), Jonathan Lake (JL), Simon Learoyd (SL), Noreen Adams (NA), Adrienne Scullion (AS), Melissa Terras (MT).
In attendance: John Scally (Chief Executive) (JS), Duncan Campbell (Deputy Chief Executive) (DC), Darryl Mead (Deputy National Librarian) (DM), Richard Jones (Secretary to the Library) (RJ), Anthony Gillespie (Head of Finance) (AG), David Seers (representative from Scottish Government) (DS), Jan Usher (TUS representative) (JU), Mungo Bovey (representative from Faculty of Advocates) (MB), Layla Smith (Minutes) (LS).
Minutes of meeting
Welcome and opening comments
JB welcomed those in attendance and provided a brief outline of the shape of the meeting.
Thanks were tabled to the Faculty of Advocates for hosting this meeting of the Board. Thanks were also tabled to RJ who is leaving the Library. The Board wished him well for the future.
There were apologies noted from Richard Parsons (RP) and Charles Lovatt (CL).
2. Declaration of interests:
No declarations of interest were made.
3. Minutes of meeting of 3 November 2014:
The minutes were approved as an accurate record of the meeting.
4. Actions outstanding and matters arising from meeting
of 3 November 2014:
The outstanding actions were updated.
5. National Librarian and Chief Executive
JS advised the Board that the submitted report was a trial format and that he was happy to take comments and feedback from the Board as to their wishes for any amendments or inclusions for future reports.
The Board wished a letter of congratulation to be sent on their behalf to Gill Hamilton on her election to the Europeana Members Council.
The Board asked that a visit to Scottish Screen Archive be co-ordinated, perhaps to coincide with a Board meeting held in Glasgow and a visit to Kelvin Hall.
6. Loan Agreements for approval:
The loan agreements proposed were approved and the new format was commended.
7. Risk Management Policy and Risk
Paper BM/14/61 had been discussed at the Audit Committee meeting of 17 November 2014 where amendments had been agreed, and the paper was then recommended for approval.
The policy and appetite were approved with the understanding that these would be fully reviewed by the Audit Committee at their next meeting.
8. Appraisal of Board members:
JB presented paper BM/14/62 and asked for comments. It was requested that there be space provided for comment by the Chair and this was accepted. An electronic copy of the form was to be circulated for the Board to complete in due course.
9. Strategic Risk Register:
Paper BM/14/63 was presented and RJ advised of the updates from the last submission of the Register to the Board. There was considerable discussion in relation to the paper and it was noted that the content of this would be considered during the strategy development process.
10. Briefing paper on SLIC National Strategy for Public
Paper BM/14/64 was provided to the Board by DC as requested at a previous meeting. Those present discussed both the SLIC National Strategy work and the current work being undertaken at the Library in relation to strategy and assurances were given that these activities were being closely aligned, with input from each organisation being provided for both activities.
11. Statement of NLS Foundation Policy governing
relations with the Library:
AG provided background for both paper BM/14/65, and the formation of the Foundation.
Now that the policy has been approved the Board asked that copies of the NLS Foundation Board minutes and dates for future meetings of Foundation meetings be shared with the Library Board.
It was suggested that it may be useful for the Library to review the relationship that the National Museums had with their Foundation body, as this had recently been commended by Audit Scotland, using this as a comparator to ensure that the relationship between the Library and NLS Foundation is as required by the charity regulator.
12. Process and timetable for Strategy
It was requested that the wording of paper BM/14/66, section 2, paragraph 1, line 4 be reconsidered.
It was noted that there was currently no reference to the Faculty of Advocates in this paper.
13. E-book rights exhaustion:
The Board thanked JS for the provision of paper BM/14/67. It was agreed that an update on this topic would be provided to the Board's March 2015 meeting.
14. HR shared service update:
DC provided details as to paper BM/14/68 advising of discussions that had been held with the National Galleries subsequent to the paper being submitted. He confirmed that the Chief Executives had decided not to seek approval to move to a contractual managed service. The Memorandum of Understanding in place between the Library and the Galleries is to be reviewed to ensure this fits the service requirements.
15. Minutes of the Staffing and Remuneration Committee,
27 October 2014:
NMc provided a brief update as to paper BM/14/69 advising that he had met with the Board Chair in relation to the CEO appraisal process. It was expected that the Organisational Development Strategy would be submitted to the Board at the March 2015 meeting.
16. Update of Audit Committee, 17 November
DH provided an update from the Audit meeting of the 17 November 2014, advising that a number of the papers discussed at that meeting had already been considered by the Board. It was noted that there had been a question raised as to whether a member of the Board would wish to sit on the Capital Programme Board.
17. Update of Governance Committee, 1 December
FR provided an update of the Governance Committee meeting of the 1 December 2014. It was noted that the committee will be looking at the wider governance framework within the Library and are intending to submit proposals for the Board to consider in early 2015.
JB and the Board tabled thanks to the Library staff for their work throughout the year, to the Faculty of Advocates for hosting today's meeting and wished all a Happy Christmas.
18. Dates of next meetings:
23 February 2015 — Board Away Day
30 March 2015.