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Boardroom, George IV Bridge, National Library of Scotland.
Present: James Boyle (Chair) (JB), Neil McIntosh (NMc), Fiona Robertson (FR), Noreen Adams (NA), Ruth Crawford QC (RC), Helen Durndell (HD), Dianne Haley (DH), William Shields Henderson (WSH), Simon Learoyd (SL), Iain Marley (IM), Melissa Terras (MT) and Carmel Teusner (CT).
In attendance: John Scally (National Librarian) (JS), Anthony Gillespie (Associate Director of Business Support) (AG), John Coll (Head of Access) (JC), Alex Miller (Head of External Relations and Governance) (AM), Robin Smith (Head of Collections and Research) (RS), Linda MacMillan (Capital Projects Programme Manager - for item 10) (LMac), Jan Usher (TUS Representative) (JU), Helen Jackson (Board Support and Compliance Officer — minutes) (HJ) and David Seers (Scottish Government) (DS).
Minutes of meeting
The meeting opened with a presentation about Scotland's Sounds by Amy McDonald, Engagement and Learning Co-ordinator.
1. Chair's welcome:
The Chair welcomed members to the meeting and expressed thanks for Amy McDonald's presentation.
2. Apologies for absence:
Apologies were received and noted from Adrienne Scullion (AS) and Amina Shah (ASh).
3. Declaration of interests:
The Chair requested any declarations be made at the appropriate point in the agenda.
4. Minutes of meeting of 20 June 2016:
The minutes were approved as an accurate record.
5. Actions outstanding and matters arising from previous
The actions were all noted as completed, with one comment:
- Item 6: JC had met with CT on the morning of 26 September 2016 and had arranged a meeting with SL.
6. National Librarian and Chief Executive's
JB introduced the report, paper BM/16/35, and invited discussion:
- HD asked about the meeting with John Orr of Google. JS confirmed it had been an early discussion of possible areas of common interest, without a specific agenda
- DH asked about issues/concerns raised by delegates at the IFLA Conference. JS highlighted the library sector's need to keep up with future training and development requirements
- WSH asked if the Heritage Lottery Fund (HLF) Endowments scheme would accept funding from the National Library of Scotland Foundation. JS confirmed this was under discussion. HLF guidelines suggested only new donations would be eligible for match funding
- MT complimented the Library's social media work, and noted the Library's Twitter account had been 'blue ticked' (verified). AM thanked MT for contributing to this
- NMc congratulated the Library's Conservation Unit on the successful outcomes of the volunteering project
- JS emphasised the positive impact of the doubling of the Collections Purchase Fund by the Scottish Government
- JS confirmed the website refresh would be complete by the end of 2016, the Library was pleased with the designs, and this was only the first phase. Additional work would harmonise the website with the Library's strategy.
7. Draft minutes from the Audit Committee of 15 August
SL spoke to paper BM/16/36 and highlighted:
- The Annual Report would be covered under agenda item 8
- The Internal Audit Annual Plan was discussed in detail. The Committee was comfortable the Plan linked with the strategic risk register
- Treasury Policy was discussed and the risk profile agreed, following the previous request by the Board that Audit Committee takes responsibility for this matter
- 2015/16 would be PricewaterhouseCooper's (PwC) final external audit. Audit Scotland had been appointed by the Scottish Government starting in 2016/17.
The Board discussed the minutes:
- JB congratulated all the Library officers involved in procuring Kelvin Hall for a successful capital project
- JB asked about the water ingress at Causewayside. AG confirmed this had been resolved and lessons learned.
8. Annual Report and Accounts 2015/16:
AG introduced paper BM/16/37, noting:
- The Board Report had been expanded significantly from previous years and the accounts were more user-friendly
- £105,000 had been added to the General Fund reserve.
- The documents had been reviewed by Audit Committee
- The adequacy of reserves had been discussed by Audit Committee and agreed within the Library's risk parameters.
JB invited questions from the Board about PwC's report:
- AG confirmed PwC had given an unqualified audit opinion
- IM suggested the Library ask Audit Scotland, at their initial planning meeting, what 'good' should look like
- IM noted a small discrepancy between the figure of £13.294m in PwC's report and £13.295m in the Accounts. AG confirmed this was a rounding difference only
- FR requested changes to the section on Governance Structure,
paragraph starting 'The Senior Management restructure,' on p.58:
- To explain change to job roles
- To note the Scheme of Administration had been adjusted to suit.
The PwC report had been issued and could not be changed. The comments were noted for future years.
The Board commented on the Letter of Representation from PwC:
- IM noted a typo: 'National Libraries' rather than 'National Library'
- WSH queried who should sign. AG confirmed it should be the Chair.
The Board discussed the Annual Report and Financial Statements:
- DS noted the Scottish Government no longer advertises in the national press as stated but instead uses websites and social media
- JU noted the staff unions had not agreed the Pay and Grading system. JS agreed to take out the words 'and agreed' on line three of p.81
- JB asked about the improvements required to Collection IT systems. AG confirmed an action plan had been agreed and was being implemented. He also noted an audit of Business Continuity was ongoing across the Library
- CT noted a square-bracketed note on p.88. AG to update
- CT requested an update on fundraising strategy, including benchmarking of the cost of raising funds. AM to bring a paper to a future Board meeting
- CT asked what the 'Sundry income' under the 'Charitable activities' heading (p.98) comprised. AG stated it included royalties, ALDL, and income from secondments. FR requested a footnote to the accounts to explain this figure
- Pension liabilities were discussed. It was noted the presentation in the Library's accounts was unlike most charities/companies. As the Library's pension scheme was part of the Civil Service scheme liabilities could not be split out and there were no assets.
The Letter of Representation and 2015/16 Annual Report and Financial Statements were approved for signing.
The Chair concluded by thanking AG and his team. JB would write to the team, on behalf of the Board, to express his thanks.
9 Quarterly Finance reports/Q1 Finance
The Board discussed paper BM/16/38, in particular the budget in relation to the underspend on staff costs.
CT asked whether the budget should be revised. AG confirmed the Library would re-budget midyear. WSH queried whether the re-budget would reallocate the underspend to other areas. AG stated it would move to areas key to the Library's strategy.
Linda MacMillan (LMac) joined the meeting.
10. Capital Projects Dashboard Report:
LMac provided a verbal update on paper BM/16/39 and answered questions.
- LMac confirmed Kelvin Hall had opened on 14 September 2016. The
activities remaining were:
- Wind-down Hillington
- Move out of Hillington before the lease end
- Snagging at Kelvin Hall
- JANET connection (the high-speed network for the UK research and education community provided by Jisc). LMac was hopeful this would be resolved at a meeting on 29 September 2016
- Settling final accounts
- Project wind-down at financial year-end.
- IM asked whether all operational agreements were now in place. LMac confirmed the Management Agreement had been returned by Glasgow Council and was with the Library's lawyers. No significant issues had been identified. LMac noted the Wayleave agreement was not yet in place and was with Glasgow University. This would not cause any operational issues
- JB congratulated RS, JS, LMac and all the team for the successful delivery of the project
- NMc thanked DS and the Scottish Government for funding the project.
- LMac noted roofing contractors were now in place, with Phase 1 roof completion anticipated by the end of 2016
- JB requested LMac circulate photographs of the completed north façade
- CT asked why the contingency was below the recommended level. LMac noted she believed the contingency was too low. AG confirmed he was aware of this and noted there were a number of provisional sums to be finalised. The provisionals and the contingency would be re-evaluated when Phase 1 was complete.
Linda MacMillan (LMac) left the meeting.
11. Draft minutes from the Governance Committee of 6
FR spoke to paper BM/16/40, noting:
- The Committee had identified two items for the Board Away Day: Capital Programme and National Library of Scotland Foundation. DH requested the focus of the Capital Programme item be widened to include all major projects
- Fellowship schemes had been discussed. JS would provide a paper to the next Committee meeting, focusing on Research and Creative Fellows. JS noted the Library was already dealing with the IT issues raised in relation to fellowships.
12. Update on Board responsibilities and governance
FR introduced paper BM/16/41 and invited comments:
- FR and JB thanked HJ for her work updating the documents and for the improvement in the quality of all Board papers
- Standing Orders:
- FR confirmed there had been no significant changes. Two clarifications requested by Mungo Bovey (Faculty of Advocates) had been included
- RC asked whether a 'track changes' version could be provided for future updates. FR confirmed this would be done if significant changes were made.
- Scheme of Delegation:
- FR noted the requirement for the Board to approve all loan agreements had been amended. It was proposed that the Board only approve 'major' loan agreements. JS would bring a paper to the November Board meeting to define 'major' loans
- SL noted the Board should approve the annual accounts, and the documents should be updated to include this if necessary.
- Scheme of Administration:
- JS noted titles and financial responsibilities had been amended to suit the new organisational structure. The delegation routes had been tested over the past months and were working well
- WSH noted AG's role had been much enhanced and queried if this was reflected in his job description and remuneration. JS confirmed this was under review. If the pay and grading process resulted in a grade increase this would be reported back to the Board.
The Standing Orders, Scheme of Delegation and Scheme of Administration were approved by the Board, subject to the addition of approval of annual accounts as a matter reserved to the Board.
13. Proposed Memorandum of Understanding: University of
JS and RS presented paper BM/16/42 and answered questions:
- JS summarised the Memorandum of Understanding's (MoU) context and highlighted its link to the Library's strategy
- JS confirmed the MoU was a tried and tested model the University had used with other institutions including the National Galleries of Scotland and National Museums Scotland
- RS noted the agreement built on existing relationships and provided a framework for future work
- CT asked whether IP/licensing should be mentioned. RS confirmed this would be agreed at a project level, on a case-by-case basis
- CT asked about data security if there was shared access to systems. RS noted this would be agreed project by project
- MT noted the Appendix to the MoU included a number of names and queried whether the links were through these individuals or through their roles. RS confirmed it was a mixture of the two. MT noted the document should be updated regularly to reflect any staff changes. RS agreed
- WSH asked if MoUs should be signed with other universities. JS confirmed the Library would seek other partnerships where there was a good fit. NMc agreed strong connections would be more positive than a proliferation of agreements.
The Board approved the Memorandum of Understanding.
14. Kelvin Hall transition:
JC spoke to paper BM/16/43 and provided a verbal update:
- The press launch and public opening had been a success
- The 'amber' assessment on Learning and Events had been upgraded to 'green': the Library was in the process of recruiting to cover maternity leave
- The 'amber' assessment on health and safety would shortly be upgraded to 'green': the Library had received the Fire Risk Assessment Documentation from Glasgow Life
- The 'amber' assessment on Exhibitions related to the shared content in the Orientation area. This was progressing successfully and would be upgraded to 'green' shortly
- HD congratulated and thanked all the staff involved and noted how impressed she had been by the team. She also thanked the Board members who had supported the project
- JC thanked HD for supporting the transition group. It would be meeting monthly until December 2016 then twice in 2017
- IM suggested a Post Occupancy Evaluation (POE) and offered help with scoping. JC to take forward.
15. Library Plan — Q1 update:
JS summarised paper BM/16/44, noting:
- There was now full synchronisation between 'The way forward' and Board reporting
- 96% of targets were on schedule to be met
- The remaining 4% had been assessed as 'amber':
- Hidden Collections was expected to be re-assessed as 'green' shortly
- Fundraising had been revisited and there were no significant concerns.
- The large increase in the percentage of collections available digitally (up from 5.0% at the start of the year to 8.4%) was due to publishers moving from physical to digital deposit. This was a one-off spike and had been anticipated
- MT suggested the Library could report on how legal digital deposit content was being used at Kelvin Hall. She noted there would be ethics/privacy issues. JS confirmed the Library had been discussing ways of collecting this data
- DH asked why Q1 exhibition visitors were down on the previous
year. JC to check and confirm
Post-meeting note: the figure of 25,788 visitors did not include visitors for all of June 2016. The final 2016-17 Q1 total should have been 33,908, up from 29,345 in 2015-16
- FR asked if the exhibition visitors target was enough of a stretch. AG noted it had been lowered for 2016-17 because only one exhibition was planned instead of the usual two.
16. Brexit response — current position paper:
The Board discussed paper BM/16/45 and the issues around Brexit:
- CT commended the paper and noted the HR comments reflected her expectations
- CT suggested the 'possible opportunities' section could have been more strongly worded: the Scottish Government is keen on positioning Scotland's identity on the world stage and the Library should address this. JS noted the comment
- SL asked DS about the Scottish Government's position on compensating for EU funding. DS noted it was too early to comment
- MT noted UCL was actively pursuing European funding while still possible. JS stated this was also the Library's position
- The impact of the General Data Protection Regulation (GDPR) on the Library was discussed. RS is assessing this at present and will report back to the Board. NA offered to advise
- WSH asked about alternatives to EU funding from non-EU countries. JS cautioned against expecting like-for-like alternatives
- NMc highlighted the Board's close interest in monitoring issues which might have an impact on Library staff
- JS noted the Board would be updated as the implications of Brexit became clearer.
17. Health and safety Report/Business continuity:
AM presented paper BM/16/46, noting:
- Chair of the new Health, Safety, Wellbeing and Environment Committee would be rotated among Heads of Department to increase engagement. CT agreed with this approach
- The British Safety Council's recent audit gave the Library an 'Excellent' score of 95.25%
- There had been no incidents since the paper was written
- WSH noted the years in the table summarising incident statistics were incorrect: 2015/16 should read 2016/17 and so on. This would be corrected in future reports.
18. Learning, outreach and engagement programme:
The Board discussed paper BM/16/47:
- JB noted the activity level reported was excellent
- FR asked about data collection for hard-to-reach groups. JC stated an audience profile was underway to identify who was engaged, providing clues about who was not
- DH questioned which of the event partners were strategic and which one-off. JC noted the Library did not differentiate
- JC spoke about the travelling exhibition. The Library was grateful to the National Library of Scotland Foundation for funding and was currently recruiting an Exhibition Officer. An update to the Board will be included in a future Librarian's Report.
19. Strategic Risk Register:
AG spoke to paper BM/16/48 and took questions:
- AG confirmed most risks in the Strategic Risk Register had remained steady. Looking forward, some change would be expected especially in relation to Capital Projects
- AG noted Audit Committee had considered whether any additional strategic risks needed to be added, and had agreed there was none
- SL confirmed the Strategic Risk Register had been discussed in detail by Audit Committee
- FR noted the UK spending review would affect risk S4 (loss/reduction in financial resources). JS confirmed this was regularly discussed with the Library's Scottish Government sponsor group and the Library Leadership Team (LLT).
20. National Library of Scotland Foundation
WSH spoke to paper BM/16/49 and noted:
- There had also been a July meeting, for which approved minutes were not yet available. WSH would propose the Foundation circulate and approve minutes more quickly
- WSH and HD agreed with the inclusion of the Foundation in the Board Away Day agenda.
21. Date of next meeting:
Monday 28 November 2016 in the Boardroom.