AGENDA ITEM: A1 [Min.nos. RSSB.15/42-57] RSSB: MEETING OF THE BOARD OF DIRECTORS 03 September 2015 th 15:00 Royal Scot, The Helicon, 4 Floor, 1 South Place, London, EC2M 2RB Attendees: Anna Bradley (AB) Chairman Chris Fenton (CF) Chief Executive Alan Emery (AE) Charles Horton (CH) Dolores Byrne (DB) Apologies: Graham Hopkins (GH) Observers: Ian Prosser (IP) ORR Robin Groth (RG) In attendance: Colin Dennis (CD) RSSB Eileen Pevreall (EP) RSSB George Bearfield (GB) RSSB Helen Hasse (HH) RSSB - Secretary John Abbott (JA) RSSB Mark Phillips (MP) RSSB Geoff Spencer (GS) Jeremy Candfield (JC) Malcolm Brown (MB) Paul Kirk (PK) Steve Murphy (SM) MINUTES The chairman noted apologies from Graham Hopkins. The board wished to formally note their thanks and appreciation to Elizabeth Fleming for her contribution to the company and as secretary to the board. RSSB.15/42 A1 Draft Minutes for Approval: 02 July 2015 The circulated draft minutes of the board meeting held on 02 July 2015 were approved for signature by the chairman. RSSB.15/43 A2 Actions and matters arising All actions were reviewed and it was noted that all were either done or in hand. RSSB.15/44 A3 Chairman’s Report The chair informed the board that the workshop on 23 October 2015 would be facilitated by David Archer (Socia Ltd). The board were asked to note that they would be contacted in advance of the workshop for an individual discussion with Mr Archer. RSSB.15/45 A4 Chief Executive’s Report The paper was taken as read and the chief executive flagged the following items for the board’s attention: - NSPSG: Concerns that the National Suicide Prevention Steering Group (NSPSG), a sub-group of SSRG is not currently addressing issues at a strategic level. RSSB is monitoring this and will work with the SSRG to ensure duty-holders are informed and that collaboration across the industry is achieved. - Innovation Funding Agreement: As a result of the Hendy Review a cap of £20m has been introduced on current spend. This has had a direct impact on the approved Innovation Funding Agreement between Network Rail and RSSB. This has caused the slow-down and halt of new work undertaken by the Innovation directorate and RSSB Board Meeting: 03 September 2015 – Final for signing Page 1 of 5 [Min.nos. RSSB.15/42-15/57] causes uncertainty over longer term funding. The chief executive confirmed that issues with financial exposure with this fund being capped at £20m were being mitigated. - TSLG Core Group: Jerry England will step down as chair of the Technical Strategy Leadership Group (TSLG) Core Group and Graham Hopkins has been nominated as the new chair. The board supported the executive undertaking a process to appoint. The chief executive asked the board to note the issues raised above and confirmed that they would be kept informed of further developments. RSSB.15/46 B1 Strategic Questions a) Industry Reviews The paper was taken as read and the board was requested to note and discuss the potential consequences of the industry reviews. It was agreed that RSSB would seek to be actively engaged in the Shaw and Hendy Reviews, and also respond to the ORR’s system operator consultation. The need to identify a simple and clear narrative, perhaps with infographics to explain interfaces, was emphasised. CF b) RSSB Review (?) The board were asked to consider the ORR’s request to carry out a quinquennial review of RSSB. On balance the board agreed that a review would be welcome, however this should be done following the other industry reviews and outcome of those. Further thought would be given with regards to timing, scope, key stakeholder involvement and the extent of ORR involvement. RSSB.15/47 B2 SMIS+ funding options proposal The circulated paper proposed a number of options for funding the SMIS+ project, including a preferred method for consideration, in order for a full business case to be brought to the board for approval at its meeting in November. The proposed preferred funding method was presented as a combination of P&L reserve, utilisation of part of a ring-fenced research closure reserve (subject to discussion with the DfT) and project savings. The board APPROVED the proposed funding method route, including consultation with the DfT to endorse the use of research reserves. RSSB.15/48 B3 Structured approach to safety risk prioritisation The paper was taken as read and a presentation was given by the Director of System Safety. The presentation provided a background description of the Taking Safe Decisions work to date. Following an update of this document in 2014 it now describes a complete risk management framework for the GB mainline railway, which is consistent with regulatory requirements, and represents an effective good practice approach to risk management. Whilst there is no explicit legal requirement to apply the framework at RSSB Board Meeting: 03 September 2015 – Final for signing Page 2 of 5 CF [Min.nos. RSSB.15/42-15/57] industry wide level the System Safety Risk Group (SSRG) feel that it would be beneficial for the framework to be administered to its sub-groups. Given that some of the SSRG sub-groups are not managed by RSSB, a degree of co-operation will be needed to deliver a consistent approach. The board ENDORSED SSRG’s commitment to explore applying Taking Safe Decisions across all of its work. At their request the presentation would be sent to all directors for information. RSSB.15/49 B4 Rail Industry Health and Safety Strategy The paper, which was taken as read, updated the board of progress with the development of the new Rail Health and Safety Strategy. Key points brought to their attention were: - The mobilisation of a project team to develop the strategy contents The completion of the first draft of the strategy Purpose of the strategy has been defined The ‘working title’ of the document is now Health and Safety on Britain’s railway – A strategy for working together. A timetable for completion was set out with a launch and roll out of the strategy set for January 2016. The paper highlighted the fact that whilst each duty holder is responsible for the safe operation of their undertaking, including cooperation with other parties, to deliver a safe railway system. The content of the new strategy would be restricted to areas where cross-industry collaboration is required and will provide a framework which cooperative activities can be understood, aligned, prioritised and communicated. Suitable governance, monitoring and review arrangements need to be put in place and it was felt that the RSSB board would be the most suitable cross-industry body to take on this responsibility. The board AGREED that it would be content to become responsible for governance, monitoring and review of the Rail Industry Health and Safety Strategy. RSSB.15/50 C1 RSSB membership The paper was taken as read and a presentation was given by the Director of External Engagement. Key points raised were: - The significant increase in membership interest and applications; - The initiative underway to address and close the gap between ORR licence holders and RSSB members; - That a strategy for member’s engagement was currently being developed and would be brought back to the board. The board noted the contents of the paper and AGREED that a membership review by the board would be conducted on an annual basis. RSSB Board Meeting: 03 September 2015 – Final for signing Page 3 of 5 GB [Min.nos. RSSB.15/42-15/57] RSSB.15/51 C2 Corporate Risk Register The paper was taken as read and the board were asked to note the current Strategic Risks, identified by the Senior Leadership Team in a ‘blank-page’ exercise, and advise of any further strategic risks that should be included. The board asked for a further risk on the impact of a major accident and the impact it would have on RSSB and the industry as a whole would have, and for consideration to be given about the role of duty-holder responsibility. The chief executive confirmed that this item would be added to register and that the next step of the review whereby the risk mitigations and ranking would be conducted ahead of the annual review of the Corporate Risk Register by the Audit Committee at its meeting in November. RSSB.15/52 C3 Technical Director Presentation Following the presentation from Colin Dennis on the role of the Technical Director, a position he had held over the past 12 months, the directors were asked to comment on the continuation of the role following Colin’s retirement in October 2015. The directors were highly supportive of the role of Technical Director continuing. The chief executive indicated that further consideration about the post would be given and it was anticipated that recruitment would be undertaken in early 2016/17 financial year. The board wished to formally note their thanks and appreciation to Colin for his outstanding contribution to the company and industry. RSSB.15/53 Section D Business Review The directors noted the contents of the Business Review section of the agenda which included departmental dashboards, finance updated including forecast, HSE report and industry safety performance information. The chief executive confirmed that the section would be further developed taking on board all comments received. RSSB.15/54 E2 Approval requests and noting items Noting the contents of the paper the directors APPROVED the following items: - The delegation of authority to the executive for drafting and issuing the Notice of the 2015 Annual General Meeting, in conjunction with the chair. - The appointments of Mark Phillips and Luisa Moisio as directors of Railway Documentation and Drawing Services Limited with immediate effect. - The appointment of Helen Hasse as company secretary of RSSB and Railway Documentation and Drawing Services Limited. - Membership applications for TES 2000 & West Coast Railways Company with immediate effect. - To enter a formal Forward Exchange Contracts Facility with HSBC capped at $1,478,000, RESOLVING to approve the Facility letter authorising Chris Fenton to accept the Facility letter. RSSB Board Meeting: 03 September 2015 – Final for signing Page 4 of 5 CF [Min.nos. RSSB.15/42-15/57] RSSB.15/55 E1 Feedback from sub-committees All except the non-executive directors and secretary left the room. The chair of the Remuneration Committee provided an update on the joint meeting of the Appointments and Remuneration Committee meeting held earlier in the day. The board were asked to approve the following committee changes: The appointment/removal of directors on the following committees: - Geoff Spencer to sit on the Remuneration Committee Dolores Byrne and Steve Murphy to sit on the Audit Committee Retirement of Jeremy Candfield from the Audit and Remuneration Committees Retirement of Charles Horton from the Audit Committee All committee changes were approved and the directors ratified Geoff Spencer’s appointment on the Joint Appointments and Remuneration Committee held earlier in the day. The chair informed the directors of a proposal set out in the paper on the update pension’s 2014/15 triennial review, which required the board’s approval. The proposal was to reduce employee contributions rates from 10% to 7.24% and employer contribution rates from 15% to 10.86% respectively, increase the retirement age from 60 to 65 and make a change in benefits for early retirement. The committee endorsed this proposal subject to the board’s approval. Following further discussion the decision to approve the proposal by the board was conditional on it receiving additional information concerning the change in benefits for early retirement. The chair confirmed that these would be supplied following the meeting. AE The chair confirmed that revised Terms of Reference for the Appointments and Remuneration Committees, would be distributed to the board, subject to minor amendments being made as result of the committee’s discussion. AE RSSB.15/56 E3 Forward Agenda The directors noted the forward agenda. RSSB.15/57 AOB There being no further items, the chairman concluded the meeting. Date of next meeting: Thursday 12 November 2015 at 15:00hrs, to be held at The Helicon. Signed………………………………….. Date………..…… Chairman RSSB Board Meeting: 03 September 2015 – Final for signing Page 5 of 5