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Board Room, National Library of Scotland, George IV Bridge Building.
Present: James Boyle (Chair), Graham Caie, Lorraine Fannin, Moira Methven, Neil McIntosh, Noreen Adams, Dianne Haley, Adrienne Scullion, Richard Parsons, Fiona Robertson, Jonathan Lake, Simon Learoyd.
In attendance: Duncan Campbell (Deputy Chief Executive), Darryl Mead (Deputy National Librarian), Richard Jones (Secretary to the Library), Anthony Gillespie (Head of Finance), Andrew Martin (TUS representative), Mungo Bovey (Faculty of Advocates representative), Layla Smith (Minutes).
Apologies: Melissa Terras, Charles Lovatt, David Seers.
Minutes of meeting
Welcome and opening comments
JB welcomed all those present.
The meeting was opened with two presentations from representatives from the Library's Investment Managers, Brewin Dolphin and Brown Shipley.
JB announced that Dr John Scally had been appointed as the new Chief Executive at the National Library.
As noted above.
2. Declaration of interests:
No declarations were made.
3. Minutes of meeting of 28 April 2014:
The minutes were approved as a correct record of the meeting.
4. Actions outstanding and matters arising from meeting
of 28 April 2014:
The outstanding actions were updated.
5. Report on investment performance and draft Treasury
Management and Investment Policy:
JB advised the Board that the policy section of this paper was still in draft and that it was still to be finalised and submitted to the Audit Committee before the Board would be asked to agree the final policy. The policy would be submitted for Board approval in the autumn.
AG provided details of the investment performance report and how this related to the presentations provided by the investment managers. There was some discussion about the use of income from investments, whether reinvested or as resource.
Discussion moved to the risk appetite of the organisation.
It was noted that there had been no recent discussion at the Board regarding the setting of the Library's risk appetite since the setting of the current risk appetite in February 2013, but it was agreed that within the Treasury Management and Investment Policy there was a clear need to provide guidance as to what this was. The Library has a 'balanced' risk appetite and this is the most appropriate level for the Library to have.
The current investment statement was ambiguous and open to interpretation by investment managers. The Board agreed that this statement would be reviewed by committees of the Board but that there should be clarity as to the Board's wish for there to be no direct investments with links to armaments.
JB asked that there be some consideration given to having experts on investments speak to the Board and or its committees to provide further knowledge in this area and also that this policy be communicated to the [NLS] Foundation to align investment postures.
6. Kelvin Hall Contract:
The Board welcomed this paper but there were a number of clarifications needed before the Board was willing to give the authorisation to sign.
There was considerable discussion about the agreements and costs that the Board was being asked to approve: there were queries about the Library being party to agreements for construction and development as well as a lease. The Deputy National Librarian explained that, as the Library was involved in construction decisions — to ensure that the premises provided were done to the specification provided by the Library — it was necessary for NLS to be party to this agreement. The development agreement allowed the Library to outfit the premises in the way they deemed fit, and the lease was in place to ensure that all other aspects of NLS occupancy of the premises were contractually covered.
The Board were keen to see what costs, or potential costs there were associated with each of these agreements and what financial risks these may have. A central concern was to achieve clarity and also to understand the risks associated with the construction costs on the NLS contribution of £3million and whether or not that was capped.
After some adjustments to the numbers and consideration of alternative proposals as tabled by senior management (DM/DC/AG), the Board:
- Approved the request to sign contracts and other documentation pertinent to workstream 1 of the Kelvin Hall project
- Requested that the senior officers re-examine the project and clarify the NLS commitments, benefits, risks and liabilities, both financial and non-financial and measures to mitigate these.
It was asked that a paper be circulated within 10 days to this effect.
[Later in July, the Chair in consultation with members reviewed subsequent papers. After sight of letters from Glasgow Life that set out unambiguously the relative positions of the City of Glasgow, Glasgow University and NLS, the Chair gave the necessary approval on behalf of the Board. It was disadvantageous to pursue the proposed fixed price contract because of the favourable financial position at the point of demolition and instead it was agreed to use a contract with appropriate contingencies.]
A query was raised in relation to work required at Kirkintilloch Vaults for [Scottish] Screen Archive storage and the Deputy National Librarian responded that, although this work had initially been linked to the Kelvin Hall project, it was now a separate, stand-alone project which would be referred to the Board in due course. There is no inter-dependency between the Kelvin Hall contract and the delivery of the Kirkintilloch Vaults project.
7. Loan agreements for approval:
The loan agreements proposed were approved.
8. Health and Safety and Security report:
The Board were pleased to receive this report and requested that similar reports continue to be submitted on a quarterly basis. The Board noted the considerable work that goes into keeping the staff, collection and premises of the Library safe and secure.
9. Strategic Risk Register:
There was a request to ensure that the Kelvin Hall project was clearly stated within the register.
It was requested the risk S6 — 'Capacity and capability of human resources' — be reworded in order to align the risk with the rest of the register.
10. Edinburgh Central Library Project:
JB provided a brief verbal update on discussions. These were positive, but still in the early stages.
11. UNESCO Memory of the World Register:
This paper was noted and thanks given to those who both provided the paper and supported the NLS submissions to both the UK Register and to the International Register.
12. Minutes of the Staffing and Remuneration Committee,
8 May 2014:
NMc, as Chair of the NLS Staffing and Remuneration Committee, provided a brief update to the Board regarding the meeting of the committee held on 16 June 2014.
There was some discussion around the ongoing Pay and Grading exercise, with the Board being informed of progress to date and future activities. It was noted that meetings were to be held with the TUS, facilitated by ACAS on 27 June 2014. The Board gave agreement to the senior management to progress this matter.
13. Date of next meeting:
23 September 2014.