AGENDA ITEM: A1
[Min.nos. RSSB.15/3215/41]
RSSB: MEETING OF THE BOARD OF DIRECTORS
02 July 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)
Gary Cooper (GC) Alternate for
Charles Horton
Dolores Byrne (DB)
Geoff Spencer (GS)
Jeremy Candfield (JC)
Malcolm Brown (MB)
Paul Kirk (PK)
Steve Murphy (SM)
Graham Hopkins(GH)
Apologies:
Charles Horton (CH)
Observer:
Ian Prosser (IP) ORR
In attendance:
Elizabeth Fleming (EF) RSSB Secretary
Helen Hasse (HH) RSSB
John Abbott (JA) RSSB
John Green (Agenda item A1)
David Morris (Agenda Item A2)
Andy Cooper (Agenda Item A3)
George Bearfield (GB) RSSB (Agenda Items A3 & C1)
Eileen Pevreall (EP) RSSB
Mark Phillips(MP) RSSB
MINUTES
The chairman welcomed Graham Hopkins of Network Rail to his first RSSB board meeting
and Gary Cooper of ATOC as alternate for Charles Horton.
The chief executive explained the fire arrangements in the event of a fire and welcomed
everyone to the new offices which, he said, had surpassed his expectations. He advised
that the move itself had gone according to plan with no impact on RSSB’s business. He
wished to record the company’s appreciation and thanks to Helen Goodman, Elizabeth
Fleming and project team for the successful move to the Helicon.
RSSB.15/32
A1 RISQS 2014/15 STEWARDSHIP REPORT AND WIDER SUPPLIER ASSURANCE
DEVELOPMENTS
John Green (JG) joined the meeting for this item.
The circulated paper which set out the 2014/15 stewardship report for the Rail Industry
Supplier Qualification Scheme (RISQS) and informed the directors of the direction of
travel in relation to the modernisation of supplier assurance arrangement, was taken as
read.
The directors raised a number of issues. In response John Green confirmed that it was
the intention that RISQS and Railway Industry Supplier Assurance Scheme (RISAS) would
merge in 2017 as part of the project to plan, specify and implement new supplier
assurance arrangements. He further confirmed that it was intended that the output from
the group would be used by the whole UK rail industry but acknowledged that not
everyone was currently using it.
He also advised that there had been a ‘sea-change’ in the take up of RISQS and the
profile of the group has increased significantly over the last 12 months.
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[Min.nos. RSSB.15/32-15/41]
The directors felt that getting engagement from the industry for this work would be a big
challenge. Noting the resources needed, Chris Fenton (CF) felt that the direction of travel
as proposed was correct – there was a clear strategy but to date considerably ‘under
played’ where this should be as an industry scheme. RSSB was putting a lot of resource
into this and it needed real industry buy-in.
The chairman, noting the £450k core expenditure required on this project for the
modernisation of Supplier Assurance Arrangements and the fact that the scheme
management is to be funded directly through the scheme, asked what the plan or
intention was concerning funding in the future when the new arrangements were
established. John Abbott (JA) responded that it would need a new commercial model.
The chairman queried where and when the decision about this commercial strategy
would come forward – indicating that it should come to the board. CF suggested that the
commercial strategy should be approved prior to appointment in 2016.
The discussion concluded with confirmation that the Supplier Assurance scheme
arrangements had been compared with those in other industries such as maritime and
nuclear for benchmarking and best practice purposes.
The chairman advised that the board were primarily concerned with the strategic
development of the scheme over the next 12 -18 months and requested that JA chart out
relevant issues for discussion including how they connect/interface with the board
governance.
The directors resolved to note the circulated paper, the change in contract services
agreement and opportunities it presents and further noted that a paper on the
strategic/commercial development of the scheme and a draft commercial model
would be brought to a board meeting in early 2016.
RSSB.15/33
A2 CIRAS 2014/15 STEWARDSHIP REPORT
David Morris (DM) joined the meeting for this item.
The circulated paper which:
 Set out the stewardship report from the CIRAS Committee for 2014/2015
 Invited the Directors to consider the identified risks between the scheme and
RSSB and RSSB board
 Identified forthcoming developments that would require board input and
decision making up to the end of CP5
was taken as read.
David Morris started the discussion by advising that CIRAS was happy to build further
bridges with RSSB in terms of the relationship with the RSSB board. He asked the
Directors to note that in the past 2 years the scheme had undergone substantial
expansion in terms of membership which increased from 40 to 2000.
He informed the directors that the CIRAS perspective was now wider than just heavy
rail( as RSSBs was) - its scope of operation now included heavy rail, light rail, trams, bus
& coach, river services, taxi, ferries and other transport modes.
He wished to record thanks to the members of the CIRAS committee and RSSB staff who
have contributed to the success of CIRAS.
RSSB Board Meeting 02 July 2015: Final for signing
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JA
[Min.nos. RSSB.15/32-15/41]
Malcolm Brown (MB) suggested that there was a risk missing from the risk tables in the
paper concerning the loss of the cadre of people at CIRAS, which should be transferred
through to RSSB. DM agreed.
The directors also discussed the mitigations in place for the invoicing/database issues
and the associated timescales.
The directors were concerned that with the broadening of the CIRAS member base
outside heavy rail, it was possible that the provision of the CIRAS scheme in these areas
was impacting existing schemes. The chairman advised that the scope and strategic
direction of CIRAS was of interest to the board as there would be associated costs.
Additionally she reminded the directors that RSSB’s objective was that it was set up to
support the rail industry’s objectives and not those of other industries therefore the
board needed to be engaged with this.
Having advised in relation to the identified scheme risks to RSSB and the board
and on-going assurance arrangements, the directors resolved to note the paper.
RSSB.15/34
A3 SSRG 2014/15 STEWARDSHIP REPORT
Andy Cooper (AC) joined the meeting for this item.
The circulated paper which set out the progress made by the SSRG in its second year of
operation, indicated the direction of system safety developments and identified topics
for possible board discussion, was taken as read.
AC gave a brief introduction. Since SSRG was established it had, he said, become a home
for industry issues with no clear owner. It had set up a number of working groups and
subcommittees to look at specific topics – a number of which were currently being
reviewed. The chairman who had attended the last SSRG meeting observed that her
experience was that the group sorted through what was being done by RSSB, risk
assessed it, identified priorities and then carried out work. The directors were concerned
that the purpose of the group could appear as a talk shop with unclear ownership of
actions.
Graham Hopkins (GH) suggested that the output from SSRG could be a series of
tools/methods/processes or standards converted into the way the industry collaborated.
The directors needed to look at how to promulgate this output into business change.
The directors also noted that the area of ‘system design risk’ was one for SSRG although
it was not clear whether they or another industry group already picked this up.
The issue of the extent to which the output of the group was a driver to RSSB’s R&D and
Innovation agenda was discussed. It was suggested that a framework against which,
those types of decision could be made, would be valuable.
The discussion concluded with the directors agreeing that they needed to assure
themselves that the biggest risks were getting the most focus and attention. It was
agreed that SSRG needed clear terms of reference and clarity of role in relation to the
RSSB board.
A final comment from John Abbott (JA) was that the role of SSRG was quite ‘subtle’ and it
was a key part of the industry’s assurance mechanism.
The directors resolved to support all recommendations in the paper noting that
there would be further future discussion on the governance and relationship
between SSRG and RSSB.
RSSB Board Meeting 02 July 2015: Final for signing
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CF
[Min.nos. RSSB.15/32-15/41]
RSSB.15/35
B1 CHIEF EXECUTIVES REPORT
Taking the circulated paper as read, the chief executive drew the directors attention to:
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The Head of Finance had left the company and an interim Head appointed.
The DfT’s challenges in terms of their spending may have implications for RSSB
funding.
With the appointment of Clare Moriarty as permanent secretary at DEFRA and
other key changes around the industry (ORR, NR), there will be lots of changing
‘positions’. With these departures much industry knowledge of RSSB also
disappears which could be a risk for RSSB in terms of engagement.
RSSB is currently engaged in a number of ways on the Initial Industry Plan with
Planning Oversight Group of RDG.
Alan Emery (AE) asked whether the RSSB organisation design was now complete. CF
advised that the major changes were complete but that there was still a discussion to be
had (probably during 2016) on who would own the technical competency within the
company. How commercial matters would be covered in the future would also need
consideration.
The directors noted that the innovation funding from Network Rail (NR) for 14/15 had
still not been received as the agreement was not yet signed. They asked whether RSSB
had any associated liabilities and whether effort had been expended in anticipation of
receiving the funds. CF advised that there were other sources of innovation funds, that
there was a high level of confidence that this money would be received as all issues in
the grant agreement had largely been agreed. However the only uncertainty was
whether funding needed to be spent in the relevant control period and whether some
projects would need to stop early as they would not be completed in the period.
The directors asked what implications this could have for the next 3 years. The chairman
suggested that once the agreement was signed it might be appropriate to have a forward
look and get an idea of the implications before projects were initiated that would not
finish in the period. This would, CF advised, be dependent on NR’s approvals processes.
This would be brought back to the board for further consideration in due course.
The directors NOTED this report
RSSB.15/36
B2 STATUTORY ACCOUNT AND AUDITORS REPORT 2014/15
The circulated paper which sought approval of the Group Financial Statements for the
year ended 31 March 2015 and authority for the chief executive to sign them and the
accompanying letter of representation and confirm that RSSB is a going concern, was
taken as read.
PK briefed the directors that the Audit Committee (AC) had reviewed the accounts on 2
June with the Auditors. The Auditors had reported a very positive audit with full support
and co-operation from the company. Any issues found were immaterial and an action
plan to address them was already in place. The AC recommended that the directors
approved the Statutory Account 2014/15 and accompanying Letter of Representation for
signing.
The directors noted that the pension issue had put the company into a deficit liability. CF
advised that a proposal had been put to the trustees on this issue and that the Senior
Leadership Team were dealing with it as a matter of importance. RSSB was looking to
keep its high covenant status. The Pension scheme overall was seen as requiring a
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[Min.nos. RSSB.15/32-15/41]
strategic review, well ahead of next triennial valuation.
The directors resolved to adopt the AC’s recommendation to APPROVE the
2014/15 Group Statutory accounts and associated letter for signing by both the
chief executive and chairman as appropriate and to confirm the company as a
going concern.
RSSB.15/37
C1 ANNUAL SAFETY PERFORMANCE REPORT
The circulated paper which presented the headlines of the Annual Safety Performance
Report (ASPR) and the Learning from Operational Experience (LOE) report and the
relationship of both to the work of the SSRG was taken as read.
George Bearfield gave a brief presentation on the key statistics from both. A key point
was that 2014/15 was the eight successive year that there were no passenger or
workforce fatalities in train accidents – the longest sustained period on record.
The directors discussed how the messages in the documents were briefed out to the
industry and media. It was suggested that both documents were reviewed by
communications professionals familiar with the issues.
GB explained the relationship between the two reports and how the LOE document
provided information on the work undertaken and its impact on the statistics in the
ASPR. The Rail Health and Safety Strategy (RHSS) would provide a coherent framework of
industry collaborative H&S strategies.
The chairman suggested that the directors see the statement to be developed by the
RSSB Head of Communications around what people should take from the reports when
launched later in the month, before it was circulated.
The need for consistent messaging from both the RSSB and the ORR (who also publish a
report on health and safety across the whole rail sector) was noted and would be
discussed further outside the meeting.
The directors resolved to APPROVE the publication of the ASPR and LOE reports,
note the plans for industry briefing, consider the evolution of the two reports and
to further consider and support the development and delivery of actions through
the SSRG.
RSSB.15/38
C2 IT STRATEGY - ENABLING THE RSSB DELIVERY PRIORITIES 2015/17
The circulated paper which provided a top level outline of work planned on internal and
external IT systems to future enable RSSB and the industry, was taken as read.
Eileen Pevreall (EP) gave a brief overview on the approach to the strategy confirming that
it was a three stage strategy: review of current status which showed the business and IT
strategy were not integrated, onto a transition stage which would bring about an aligned
IT strategy and finally in 2016-17 a transforming stage with an enabling IT strategy.
The Directors were advised that RSSB had some ‘catching up’ to do with what was
happening in the external market.
The directors suggested that, if not already in hand, that data export control, cyber
security and the availability of progressive technologies (through the internet) be
considered as part of the strategy.
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[Min.nos. RSSB.15/32-15/41]
MB specifically asked that ROSCOs be included in the involvement of industry groups in
looking at information governance and integration principles as part of the provision of
up to date industry IT solutions.
The directors discussed whether the company would be prepared to accept more risk in
order to save costs and remain agile through the three stage IT strategy approach. It was
suggested that more risk could potentially be accepted in a controlled way.
They also discussed the company’s risk appetite in general. The chairman concluded the
discussion by proposing that the board review major strategic risks on an annual basis.
CF
The directors resolved to NOTE the priorities in the paper as a basis for future
discussion regarding RSSB investment.
RSSB.15/39
EXPANDING RSSB’S REMIT TO CYBER SECURITY
The circulated paper which asked that the board determine whether RSSB should
develop a cyber-security strategy on behalf of the industry was taken as read.
Mark Phillips (MP) advised that between now and September, some ‘scoping’ work
would be undertaken around this topic and a paper would be brought back to the board
requesting approval for costs/resources in due course. He advised that this topic was not
within the current work sphere and if it was agreed to proceed, the impact on existing
commitments and funding would have to be reviewed.
The directors agreed that further information from the scope of work was required
before they could make a decision on undertaking the activity, but agreed that the work
on cyber-security needed to be done somewhere. It was suggested that the topic could
be extended to understanding not just about security but the overall resilience of the
industry to the direction in which it is going.
The directors resolved to AGREE to a further paper with more information on
scope, risk to RSSB of doing the work and a funding mechanism for it in due course
before committing to developing a strategy in this area.
RSSB.15/40
MP
D1 GOVERNANCE
a) Draft minutes 07 May 2015 meeting
The circulated draft minutes of the board meeting held on 07 May 2015 were
approved for signature by the chairman.
The Directors noted that the action concerning the chief executive’s personal
objectives were now complete.
b) Matters arising
All actions were reviewed and it was noted that all were either done or in hand.
c) Forward Agenda
The directors noted the forward agenda and asked that the following be scheduled:
 Risk Register review
 Feedback on the SSRG review of the NSPG to the September board Meeting
 Strategic Review of pensions arrangements
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CF
CF
CF
[Min.nos. RSSB.15/32-15/41]
d) Update from the Audit Committee Meeting: 02 June 2015
The Audit Committee chairman had earlier in the meeting briefed the directors on
the discussion and recommendations on the statutory accounts.
e) Update from Remuneration Committee 15/16 May 2015
All except the board Directors and Company Secretary left the meeting.
[minute redacted for publication]
RSSB.15/41
AOB
There being no further items, the chairman concluded the meeting.
Date of next meeting: Thursday 03 September 2015 at 15:00hrs, to be held at The
Helicon.
Signed………………………………….. Date……………
Chairman
Post Meeting Discussion:
The chairman had circulated a document in advance of the meeting that set out some
proposals in terms of a review on the basic governance structure of the company.
In light of the short amount of time available for discussion the directors were asked to
provide a steer on the contents. Although there were a number of supportive responses AE
proposed and it was agreed that the topic merited more detailed discussion and a
suggestion that the governance review should be on the agenda for the October workshop
was supported. In the mean-time the directors undertook to feed back any comments to
the chairman – a quick indication of what these might cover included:
 Number of board dinners
 If more time required from directors they would need to understand why and what
the benefit would be
 What was the question the review was trying to answer
 Exploring the relationship between the RSSB executive team and the RSSB board what does each role do
 Role of all sub-committees.
The directors were happy for the CEO report to be developed further and asked that work
was done to clarify where other material would be recorded in future.
RSSB Board Meeting 02 July 2015: Final for signing
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