PDF version (4 pages; 37 KB)
Room 664, National Library of Scotland, Causewayside.
Present: James Boyle (Chair) (JB), Neil McIntosh (NMc), Noreen Adams (NA), Dianne Haley (DH), Adrienne Scullion (AS), Richard Parsons (RP), Fiona Robertson (FR), Jonathan Lake (JL), Simon Learoyd (SL), Melissa Terras (MT), Charles Lovatt (CL).
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), Ailsa Carmichael (representative from Faculty of Advocates) (AC), Layla Smith (Minutes)
Minutes of meeting
Welcome and opening comments
JB welcomed the Library's new Chief Executive, John Scally, to the meeting and on behalf of the Board thanked Darryl Mead and Duncan Campbell for having undertaken the management of the Library during the interim period.
There were no apologies.
2. Declaration of interests:
No declarations of interest were made.
3. Minutes of meeting of 24 June 2014:
With some minor amendments the minutes were approved as a correct record of the meeting.
The amendments were as follows:
- P2, paragraph 3: add 'of' to sentence.
- P2, paragraph 8: add 'and also to understand the risks associated with the construction costs' to final sentence.
- P2, paragraph 9: add 'and consideration of alternative proposals as tabled by senior management (DM/DC/AG)' to the first line of this paragraph.
4. Actions outstanding and matters arising from meeting
of 24 June 2014:
The outstanding actions were updated.
5. Loan agreements for approval:
The loan agreements proposed were approved.
6. Annual report and financial statements for
The Board reviewed paper BT/14/38, making note of the report from the external auditor PriceWaterhouseCoopers (PwC), and the unqualified audit opinion they provided. It was noted also that the 'Introduction to the Annual Report' would be signed by Martyn Wade as he was Chief Executive during the period covered by the report and that Darryl Mead would be signing the governance and financial elements of the annual report as Accountable Officer.
There was some discussion of the terminology used within section 7 (Other operating charges), and section 20 (Lease commitments). It was felt that it was not absolutely clear what items were included or what specific time frame was covered. It was requested that in future reports greater clarity is provided so as to improve readability as the reports are made available to the public.
It was noted that the publications and exhibitions figures ([in] '7. Other operating charges'), showed considerable change from 2013 to 2014 and AG advised the Board that there had been some changes within financial coding. This means that the 2014 figure included items previously coded and reported differently.
AG provided details about the items covered under section 16 (Reserves); it was noted that the Collection Purchase Fund would be depleted by the end of this financial year. The Board asked if there was a review of endowment funds planned as it was felt that such an activity would be beneficial, helping to ensure that all funds available to the Library were being used appropriately. The Board noted the levels of unrestricted reserves available and there was some discussion regarding ways in which such funds may be increased.
DS confirmed that the level of unrestricted reserves held by the Library was in line with Scottish Government expectations.
The Board approved the Annual Report and Financial Statements.
7. Reports from the Deputy National Librarian and Deputy
DM provided an update covering a number of areas:
- Progress of the 'Collecting the Referendum' project, with all material now being sorted and recorded
- E-legal deposit access rights had been agreed for Kelvin Hall
- There was to be a launch at George IV Bridge of the new Scottish language resource for primary schools, a project which had been carried out in collaboration with publishers DC Thomson
- An award had been won for the Library's Wikimedia presence
- Details were also provided of conferences attended/to be attended by DM. It was also noted that DM, RJ and Lois Wolffe (Head of Development), were due to return to Hong Kong in October to follow up on the April 2014 visit and meetings.
There was some discussion in relation to exhaustion of rights in relation to e-books, as this had been the subject of one of the recent conferences attended. RP noted that this may be a useful topic to be brought to the Board in more detail. It was felt that this was an area where it might be appropriate for the Library to take a lead in terms of policy and guidance in Scotland and it was agreed a briefing paper would be provided to a future Board meeting.
DC advised that the new pay structure on offer had now been accepted by staff and that the appeals process was now under way. The estates department had recently hosted the conference for the International Association of Museum Facility Administrators (IAMFA), and this had been very well received with positive feedback received. The Carnegie Trust UK had been commissioned by Scottish Libraries and Information Council (SLIC), to carry out research looking at a National Strategy for Public Libraries in Scotland, and DC confirmed that he was a member of the project group that had commissioned this work. The Board were keen to hear greater detail of this research and a briefing paper was requested.
DC also advised that the Capital Strategy was being updated with input from JS. The revised strategy will be brought to the Board for approval later in 2014.
8. Shared Services recommendation:
DC provided the Board with details of the history of the Shared Services project and the proposed recommendations regarding the Human Resources element of the project. It was noted that this paper recommended that the Board give conditional approval for the Library and National Galleries Scotland (NGS), to enter into a contract for the provision of shared HR services, subject to the Board of NGS also approving by 15 December 2014 and the finalising of a binding Service Level Agreement (SLA), following due diligence by the Audit Committees of both institutions.
It was confirmed that the SLA was currently under discussion and that both parties were taking independent legal advice to ensure that this met their requirements. DC detailed the configuration of the shared and non-shared aspects of the HR service and outlined how the costs for these were likely to be re-charged. DC informed the Board that currently 63% of the total HR transactions are carried out for NGS. It was noted that this service was designed to provide both parties with a greater degree of resilience rather than purely as a cost-cutting measure. DS agreed that the view of Scottish Government was that greater resilience was the key benefit that would accrue from this type of shared service arrangement.
The Board requested sight of future staff feedback on the performance of the HR service and were keen to ensure that the SLA included quantifiable benefits to allow appropriate quality assurance checks to be undertaken. It was agreed an update would be provided for the Board at the November meeting.
The Board conditionally approved the Shared Service recommendation.
9. Trade Union observers:
The Board were asked to comment on the paper. It was agreed that the Staffing and Remuneration Committee would meet with Trade Union Representatives prior to their next committee meeting to discuss appropriate communication and joint working arrangements and that the outcomes of this discussion would be brought back to the next meeting of the Board.
10. Developing NLS Strategy:
JB thanked DH for producing paper BT/14/41 and invited her to provide a summary. DH noted that the aim of the paper was to assist the Board and management to reach a common understanding of the current position regarding the Library's strategy and to provoke discussion.
JS provided some early thoughts and views on strategic priorities for the Library and what actions he may consider taking to develop the Library. He advised that he considered the development of the Library's strategy to be a consultative process and that he had already undertaken a SWOT analysis with the Library staff with the results currently being analysed. He was intending that a first draft of the strategy would be ready in the spring of 2015, with the scheduled Board Away Day in February being utilised as a forum for discussion and revision of the draft. JS was clear that he viewed such a document as being concise, containing key messages which would be expanded on in operational plans. JS also advised that he intended to build close relationships with other institutions where good practice was being established, including working with other national libraries. He also commented on the importance of digitisation, working with libraries in higher education, public engagement and for the Library to act as a guarantor of the national collections now and into the future.
The Board members then discussed in detail what they felt should be included in the Library's strategy and it was noted that there was a clear desire for the Library to identify where its strengths and weaknesses lay, to understand what our reputation was and what it should be. There were comments made about undertaking more partnership working, not only with other libraries but with other organisations and institutions throughout Scotland and internationally, to increase the Library's physical presence and to develop the context of collected content.
11. Treasury Management and Investment
The Board considered the updated policy with particular note made of the removal of the ranking approach to investment management priorities. The Board also noted the ethical investment clause in the policy.
The Board approved the Treasury Management and Investment Policy.
12. Capital projects update:
- Kelvin Hall — There was a query regarding the current status of the VAT application and AG assured the Board that this had been progressed and that initial feedback from the Department of Culture, Media and Sport had been positive. The Board also raised a question in relation to the agreed construction costs and it was confirmed that these were capped at a maximum of £3 million and that this was included in the signed contracts.
- Baden Powell House — It was noted that the final accounts had now been agreed for this project.
- George IV Bridge — It was noted that a considerably greater amount of repointing of the masonry had been required and this had used up the project contingency budget. There was some discussion regarding the decision to delay the full installation of floodlighting to the front elevation and the Board expressed a wish that this be re-considered if possible.
13. Financial reporting — Quarter 1,
AG provided details of the report provided. There was some discussion in relation to the underspend, but it was noted that much of this was allocated to cover the cost of implementing the new pay remit. It was also noted that there will be a change to the pension contributions paid by the Library: these will increase by 2.3% from 18.8% to 21.1% from April 2015. This is estimated to add approximately £150,000 to the Library's costs in 2015-2016 and this will need to be factored into future budget plans.
14. Strategic Risk Register:
RJ advised that the risk register had been updated and now contained information relating to the current risks being managed under each of the strategic risks identified. It was noted that the advised change to pension contributions should be included under S5: 'Significant reduction of financial resources'.
There was some discussion as to risk ownership and at what level it was appropriate to allocate this. A question was also raised in terms of the controls as there was a view that these may be operational rather than strategic.
The risk register will be updated and taken to the next meeting of the Audit Committee in November.
15. Minutes of the Audit Committee, 11 August
RP provided the Board with an update on the meeting of the Audit Committee on 11 August 2014. It was advised that the committee had supported the papers submitted in relation to the Annual Report and Financial Statement, the report from the auditor (PwC), and the Treasury Management and Investment Policy, all of which were before the Board for approval today.
RP also advised that the committee had reviewed the confidential audit report, were content with the recommendations made, and were confident with the assurance that these were already being implemented.
16. Minutes of the Governance Committee, 2 September
FR provided the Board with an update of the meetings of the Governance Committee: the committee met informally on 25 August and formally on 2 September 2014. FR stressed the importance of having clear documentation on how the Library governs itself: executive and non-executive roles, structures, systems, processes and behaviours — for example, on finance, standing orders and remits of sub-committees.
Reference to the 2012 NLS Act was also emphasised. It was noted that this had been the first meeting of the new committee and that Graham Caie, the former committee Chair, had been co-opted to the committee to provide continuity.
17. Minutes of the Staffing and Remuneration Committee,
16 June 2014:
NMc provided the Board with an update of the meeting of the Staffing and Remuneration Committee of 16 June 2014, advising that the central topic for the committee, Pay and Grading, was now resolved. NMc advised that the committee were now looking to work in more detail on staff development and engagement topics, and suggested that JS may wish to forward his recent staff email communication to the Board for information.
NMc wished it to be formally noted that previous Board Members Andrea Batchelor, Willis Pickard and Moira Methven had been co-opted to the committee for the duration of the Pay and Grading process to provide clarity and continuity.
JB requested that the three co-opted members be written to, thanking them for their service on this committee.
18. Date of next meeting:
3 November 2014.