AGENDA ITEM: D1.a
[Min.nos. RSSB.15/12-15/23]
RSSB: MEETING OF THE BOARD OF DIRECTORS
05 March 2015
rd
15:00 Parker, 3 Floor, Block 2, Angel Square, 1 Torrens Street, London, EC1V 1NY.
Attendees:
Paul Thomas CB (PT) Chairman
Anna Bradley (AB) Chair Designate
Chris Fenton (CF) Chief Executive
Alan Emery (AE)
Jeremy Candfield (JC)
Anson Jack (AJ)
Mark Carne (MC) (Alternate for
Gareth Llewellyn)
Paul Kirk (PK)
Charles Horton (CH)
Neil McDonald (NMcD)
Malcolm Brown (MB)
Apologies:
Steve Murphy (SM)
Observers:
Ian Prosser (IP) ORR
Robin Groth (RG) DfT
In attendance:
Elizabeth Fleming (EF) RSSB Secretary
John Abbott (JA) RSSB (Agenda Item A1)
David Clarke (DC) RSSB (Agenda Item A3)
George Bearfield (GB) RSSB (Agenda Item A4)
Eileen Pevreall (EP) RSSB (Agenda Item A4)
Helen Goodman (HG) RSSB (Agenda Item B2)
Jon Grayson (JG) RSSB (Agenda Item B2)
Colin Dennis (CD) RSSB (Agenda Item C1)
MINUTES
The chairman opened the meeting and noted apologies from Steve Murphy (SM).
He welcomed Mark Carne as alternate for Gareth Llewellyn.
RSSB.15/12
A1 Rail Industry Health and Safety Strategy: briefing paper
John Abbott (JA) introduced the paper taking it as read. He briefly brought the
directors up to date on the progress in the development of the Rail Industry
Health and Safety Strategy and asked them to consider and endorse the
arrangements for the review of the work on this to date, at the ISM in April.
Following the last board meeting where the direction of travel was set out an
industry workshop was held in January, chaired by Charles Horton (CH) to
consider the approach to the Strategy development.
CH reported that the workshop had gone very well with considerable consensus
on the need for a Rail Health & Safety Strategy. As a result a consultation
document had been developed setting out a statement of principles and
approach for the strategy, and circulated to all main stakeholder groups.
In parallel scoping and development of the strategy has commenced and
headline content is being determined. It is proposed that a summary of the
headline content is submitted to the ISM on 15th April for review and
endorsement.
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JA confirmed that this is one of three items for the ISM agenda in April – the
other two being a review of current Health and Safety performance and
consideration of a proposal for a single common currency for risk classification.
There was some concern about the summary/draft strategy document and its
need to be concise and have clear meaning. It was agreed that all industry CEOs
should feel able to sign up to it as a clear measurable way forward in health and
safety management and not view it as the previous incarnation which had some
negative connotations. CH advised that this approach clearly demonstrated a
maturity in industry understanding of associated risk especially at the local dutyholder level.
There were differing views among the directors as to whether the Strategy
should favour a top down focus or a local level and bottom up focus and it was
suggested that it was so important that consideration be given to having an
outside facilitator to facilitate this discussion at the ISM.
Ian Prosser (IP) believed that this Strategy was a vital component in helping the
duty holders fulfil their duty of co-operation obligations. IP advised that there
were a number of big issues in the Health and Safety Management arena
including’ behaviours’ and they would be supporting this initiative and providing
help where possible.
RSSB’s role in relation to such a Strategy prompted further discussion with a
concern emerging that in looking at system wide issues RSSBs role was at odds
with a local level and bottom up approach to the Strategy. The role of the RSSB
board and its representation would need consideration. JA confirmed that this
had been discussed at the workshop and a visual developed that showed how all
parties contributed to the Strategy including RSSB. The DfT suggested that it
would be helpful if all parties could sign up to this visual.
The directors concluded that this stage in the development of the Strategy was
not about defining/outlining roles but about the industry setting out how it will
collaborate on issues that require collaboratively addressing – all concluded that
a Strategy straw-man was required to review and discuss in the first instance and
that roles, including RSSB’s role would be developed at the next stage.
On that basis the directors resolved to NOTE the progress with development
of the proposed Rail Industry Health and Safety Strategy and ENDORSE the
planned review arrangements of it at the next ISM.
RSSB.15/13
A2 Commercial Strategy
Taking the paper as read Anson Jack (AJ) confirmed that as part of the
development of the commercial strategy, it had been determined that RSSB
would not proceed in creating a commercial consultancy arm despite
considerable interest from a number of railway industry entities both in the UK
and abroad. However this did not mean that it would not be considered again at
a later date. The directors supported this decision.
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[Min.nos. RSSB.15/12-15/23]
The directors considered the two tactical proposals put forward for development
on training and the exploitation of IP behind data and risk tools. It was confirmed
that the proposals formalise what RSSB already does rather than ventured into
something new. CF clarified that this is a proposal to further develop the areas
into revenue generating activities in support of the wider industry needs. The
directors confirmed that they were content with this direction and would be
interested to see the business cases for both in due course. CF advised that
communication of this work would be considered once the business cases were
available.
The chairman thanked all who had contributed to the current position.
The directors noted the development of the commercial strategy and
resolved to endorse the two proposed areas for development.
RSSB.15/14
A3 Innovation Report on 2014-15 progress
David Clarke (DC) took the circulated paper which updated the board on progress
of the Innovation Programme and confirmed that the delegated governance
responsibilities had been properly carried out, as read. He gave a short
presentation on the Future Railway Programme – specifically around progress on
the Rail Technical Strategy and Innovation project progress.
Three issues of note were:
 The NR/RSSB funding agreement was not yet finalised
 The RDG Technology and Operations Group was reviewing its role
 Establishment of the RSG is likely to lead to a Rail Industrial Strategy by
end 2015.
The directors noted the significant ramp up in activities. Anna Bradley (AB)
requested clarity with respect to the governance arrangement of TSLG.
Governance could not be delegated and in this instance it was the management
of funds and not the governance arrangements that had been delegated to TSLG.
She suggested that the directors might like to see reports from these groups
(including TSLG) that gave them assurance that the funds/grants had been spent
as expected and appropriately.
CF referred to annex E of the paper which showed the ‘scrambled mess’ around
this issue and acknowledged the mixed components and different organisations
involved had created a confused governance process. He advised the NR/RSSB
funding agreement was not yet finalised because RSSB could not accept the
terms proposed by Network Rail. He agreed that TSLG had a funding
management aspect but acknowledged that governance could not be delegated.
There was he agreed a need for clarity around this. He further acknowledged that
there was extensive quarterly reporting on fund /grant spend to the DfT that
could provide some assurance.
CF will give further consideration to the issues raised around governance and
reporting and come back to the board with proposals in due course.
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[Min.nos. RSSB.15/12-15/23]
The directors NOTED the progress to date with the Future Railway
Programme and the intention to provide programme updates to every CF/DC
other board meeting. They also NOTED the intention to come back to the
board for further discussion on governance and reporting in due course.
RSSB.15/15
A4 SMIS Upgrade Update
The circulated paper which provided an update on progress on the SMIS+
programme and highlighted considerations for investment that would be needed
to deliver the project was taken as read.
CF advised that this paper was an update and that RSSB was not looking for any
approvals at this stage. This will be requested later with the publishing of the
business case. There were, however firmer cost estimates for consideration now
that it is proposed that the scope of the project is extended to re-develop Close
Call within the SMIS+ solution. The integration of Close Call into the project
would deliver big benefits in terms of efficiency of operation and use.
Information redacted for publication
IP considered that this project was as important as any innovation project in
moving the industry forward. CF confirmed that the contracting was slower than
originally planned and that scoping work was continuing as planned. The
addition of Close Call will have added time to the scoping work. IP agreed to
help move the project forward if he could.
The directors NOTED the proposed addition of Close Call to the scope of the
SMIS+ solution. They also NOTED that the resulting business case would be
presented to the board in May along with some proposals on how the funding
gap could be addressed.
RSSB.15/16
B1 Chief Executive’s Report
The chief executive took the circulated report as read.
He asked the directors to reflect on the safety performance statistics in the
Overview of Safety Performance for 2014 published at the end of January which
weren’t showing any substantial adverse trends.
He also drew the directors attention to the following points:
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The interest from SNCF and more recently DB in how safety is managed
in the UK and specifically RSSB’s role
The development of a new organisational structure for the Standards
Directorate under Mark Phillips
The key achievement of the R&D programme including the availability of
20,000 records on SPARK.
The public announcement by the Mayor of London to commit to the
formal adoption of the CIRAS scheme across the whole of TfL from 1 April
A request to admit Abellio Scotrail Ltd as a member of RSSB with effect
from 1 April 2015. The directors RESOLVED to admit Abellio Scotrail Ltd
as members of RSSB in the Train Operating Company category
That there had been a c90% response rate to the employee survey
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A request to approve the standstill in fixed charges and the 1.5% increase
in call off charges for 2015/16 for RDDS documents. The directors
RESOLVED to approve this.
The directors briefly discussed the key safety reports set out in Annex A
of the paper noting some slight increases both projected and actual in
areas such as incidents at level crossings and major injuries. They also
noted the update on the development of R2. The discussion concluded
with directors acknowledging the importance of the PTI work and CF
advised directors that there was an update on the PTI Launch in the
recent Communications report.
The directors NOTED this report and ENDORSED individual items as noted
above.
RSSB.15/17
B2 Budget 2015/16
The circulated paper seeking endorsement for the 2015/16 budget was taken as
read. CF drew attention to the slow-down in the rate of use of R&D reserves and
a move towards matching income and expenditure.
Malcolm Brown reminded the meeting that the previous discussion on budget
allowed a degree of flexibility under the constitution agreement, to cover
unexpected and unplanned issues that might arise.
Having reviewed the figures provided the directors resolved to endorse the
2015/16 budget as a reserved resolution*.
*Post meeting note – Although not expressly stated at the time, the resolution met the
requirements of and was approved as a reserved resolution.
RSSB.15/18
B3 Company Objectives
The circulated paper which set out the RSSB Company Objectives for 2015/16,
for approval, was taken as read.
AJ advised the directors that these objectives built on those for the 14/15 year
and had been simplified and reduced in number. In response to a query he
further advised that the breakdown of detail supporting these objectives,
including the measures to be used for judging performance would come to the
next Remuneration Committee in May, but that as presented the objectives
were a basis for individuals to develop that detail down through the company.
All relevant staff, he reminded the directors, had attended training on smart
objective setting during the last year.
The directors discussed the presented weightings between the objectives for the
purpose of calculating the company element of the bonus scheme and were
content that they were clear and appropriate.
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AJ
[Min.nos. RSSB.15/12-15/23]
Following discussion the directors resolved to approve the
Company Objectives for 2015/16 and their weightings as
presented.
RSSB.15/19
C1 R,D&I Implementation Monitoring
The circulated paper which provided a progress update on initiatives to improve
the implementation success of both R&D and Innovation (R,D&I) investments
and sought the support of the board in engaging industry stakeholders in the
future monitoring of their use and impact was discussed.
It was noted that in CP05 almost £100M would be invested in R,D&I which RSSB
will manage on behalf of the industry. The potential benefits are immense but
only if the projects invested in are of genuine value and implemented effectively.
RSSB has already, with DfT support, put in place a proportionate mechanism for
monitoring implementation and the DfT have also introduced a new R&D grant
condition that requires RSSB to provide an annual report on the state of R&D
implementation from 2016. CD advised the directors that RSSB now proposed
to introduce a new activity on implementation planning and monitoring – the
details of which were set out in the paper.
The directors discussed the proposal and queried whether the type and
frequency of reporting outlined within it would include reporting to the RSSB
board. CD advised that there was no specific plan to report to the RSSB board
but agreed to consider this and to report back to the board following the review
of R,D&I projects completed over the last 2 years.
CD
The directors noted progress on this area to date and endorsed the proposed
approach to implementation monitoring and agreed to support industry
input.
RSSB.15/20
C2 System Interface Committees – reappointment of Chairs
The circulate paper seeking approval to reappoint the chairmen of the following
System Interface Committees(SICs) - Vehicle/vehicle SIC, Vehicle/Train Control
and Communications SIC and Vehicle/Track SIC - was taken as read.
AJ advised the board that following the last board meeting CF had written to all
SIC chairs to acknowledge their significant input and work within the
committees. To put this into some context he advised the directors that when
the Vehicle/Track SIC was originally established (as the Wheel Rail Interface
System Authority) there were 990 broken rails a year to deal with and following
the work of this group there were less than 100 a year now.
The directors discussed the good work of SICs and the fact that to maintain the
momentum and continuity each chair put in a lot of time and personal effort to
keep things going and deliver the outputs for the industry.
It was observed that the current chairmen had been doing the role for some
considerable time and the directors asked that its gratitude for this long term
commitment would be placed on record. In addition, they suggested it prudent
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AJ
[Min.nos. RSSB.15/12-15/23]
that AJ speak to all of the SIC chairmen about long term succession planning.
The directors resolved to re-appoint the three SIC chairs as presented in the
paper.
RSSB.15/21
D1 GOVERNANCE
a) Draft minutes 08 January 2015 meeting
The circulated draft minutes of the board meeting held on 08 January 2015
were approved for signature by the chairman.
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.
RSSB.15/22
D2 Formal appointment of Anna Bradley as chairman of RSSB
The circulated paper was taken as read and the directors
 supported the chairman’s preference to step down as chair of RSSB with
effect from midnight on 5th March 2015 (noting that he will remain a
non-industry non-executive director of RSSB until 31 March 2015) and
 appoint Anna Bradley as chairman of RSSB with effect from 6 th March
2015.
The directors wished to formally record their appreciation and gratitude to Paul
Thomas for his humour, due diligence and ‘commander’ like attitude displayed
in his chairmanship of RSSB since 2008. They were equally appreciative of the
significant contribution he had made to the company and its standing within the
industry and wished him well in the future.
They also wished to note Neil McDonald’s resignation from the RSSB board
(effective from 13 March) and record their appreciation of his significant
contribution to the company over the years. They wished him well in his new
role.
RSSB.15/21
D1 Governance (Continued)
e) Update from the Audit Committee Meeting 05 March 2015
Paul Kirk advised that the audit committee had met earlier in the day and
considered the following:
 The audit plan for the year end audit which was presented by the auditors
and was agreed.
 The revised risk register which had been updated to evaluate the risks
after application of mitigation measures. Further noting that there would
be a root and branch review of it in August 2015
 Impact of the public contract regulations
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[Min.nos. RSSB.15/12-15/23]
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Review of the treasury position including IR35 analysis and appointment
of auditors going forward
Insurance premiums
Triennial valuation of the pension scheme
Remuneration Committee Update redacted for publication.
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[Min.nos. RSSB.15/12-15/23]
CF
RSSB.15/23
AOB
There being no further items, the chairman concluded the meeting.
Date of next meeting: Thursday 07 May 2015 at 15:00hrs, to be held at Block 2,
Angel Square.
Signed………………………………….. Date……………
Chairman
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