Minutes
Meeting of the Board of Directors
A meeting of the Board of Directors was held on Wednesday 27 April at 10.30am in the Board
Room, Learning and Teaching Scotland, The Optima, 58 Robertson Street, Glasgow G2 8DU.
Present:
Jim Conroy, Board Member
Louise Hayward, Board Member
Bernard McLeary, Chief Executive and Board Member
Graeme Ogilvy, Deputy Chair
Ken Thomson, Board Member
In attendance:
Alan Armstrong, Director – Curriculum and Assessment
Alistair Gordon, Director - Corporate Services
Anne Jardine, Director – Learning and Community
Kay Livingston, Director – International, Research and Innovation
Catherine MacIntyre, Professional Adviser, Policy & Governance
Murray McVicar, Scottish Government
Apologies:
Paul Harris, Board Member
Jacqui Hepburn, Board Member
Iain Nisbet, Board Member
Christine Pollock, Special Adviser
Gavin Whitefield, Special Adviser
Action
1.
Due Date
Welcome / Apologies
1.1
Welcome
Graeme welcomed Murray from Scottish Government.
1.2
Apologies
As noted above.
2.
Minute of the Previous Meeting held on 23 February 2011 + Record
Note of Closed Session Discussion
Minute
2.1
The Minute of the previous meeting held on 23 February 2011 was
accepted as a true record. The Record Note of the Closed Session
Discussion was also accepted as an accurate record.
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Minutes
Action
Due Date
Alistair
May 11
Bernard
May 11
Action Grid
2.2
Update from Scottish Government (Item 7.1.3 refers)
Murray advised that he had raised the matter of the Cabinet
Secretary’s unfortunate use of ‘merger’ with the Programme Board.
Murray assured the Board that the Programme Board was very
aware of the need for consistency and confirmed that the official
position remains the formation of a new agency.
Publication
2.3
3.
Matters Arising from the Previous Minutes – 23 February 2011
3.1
4.
There were no significant matters arising that did not feature on the
agenda.
Declarations of Interest
4.1
5.
The Minute and Action Grid will now be published on the website,
subject to any FOI exemptions.
None.
Deputy Chair’s Report
5.1
New Agency
5.1.1 Graeme advised that a meeting of the Forum was now
scheduled to take place on 11 May. Officers will be liaising
with Scottish Government colleagues about the agenda for
the meeting.
5.2
Commercialisation Sub-Group Meeting
5.2.1 Graeme gave a brief update of the meeting that took place on
8 March with portfolio Chief Executives and Scottish
Government. There had been very positive feedback on the
paper prepared by Maureen Gore and there is now an action
for Graeme and Colin Reeves to develop a set of issues /
proposals for consideration by Ministers based on the points
discussed at the meeting.
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5.2.2 Graeme has also arranged a meeting on 25 May with
Anne McColl, Chief Executive, SDI, to explore any overseas
opportunities / selling outwith Scotland.
6.
Annual Planning and Budgeting 2011 / 12
6.1
Final Draft Business Plan
6.1.1 Bernard introduced this item and reminded Board Members
that whilst the plan covers a broad scope of services, the
scale and depth of service is much reduced this year because
of the £8.5m budget cut.
6.1.2 The CMT has tried to include some flexibility to take account
of both the post-election landscape and any adjustments after
the move to the new agency. HMIe also has a new business
plan and there will need to be integration during the course of
the year.
6.1.3 Anne went on to describe the consultation process with
Scottish Government colleagues and others, including
Directors of Education and Scotland’s Colleges. All priorities
identified by the Scottish Government have been included in
the plan.
6.1.4 Jim commented that it remained an ambitious plan and
difficult to bridge between these aspirations and funding. It
still looks very much like business as usual.
6.1.5 Bernard said he had alerted Jackie Brock in terms of CfE
Management Board and in view of Christine’s comments at
the last Board Meeting about concerns in local authorities
about resources and support.
6.1.6 Jim suggested that there needed to be a more robust
statement about the limitations of resources, not just this year,
but next 5-10 years. It is also about managing expectations
and relying on a whole range of other organisations to deliver.
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6.1.7 The Board discussed the need for different types of
partnerships and this would be a challenge for the New
Agency.
6.1.8 Louise referred to the different business plans of LTS and
HMIe and emphasised the need to identify key synergies and
create space for those synergies to develop.
6.1.9 The Board agreed that approval of separate LTS and HMIe
plans was matter of process for this year and that bringing
together of the plans would be a task for the new CMT.
6.1.10 The Board approved the 2011/12 Business Plan, but noted
the issues of scope and scale given reduced funding, and the
need for different working practices. Going forward into the
New Agency, the Board also recorded its concerns about
integration and the need for clarity about the limitations of the
Plan in this context.
6.1.11 Murray suggested that an explanation of the context would be
useful for Ministers. However, Bernard said that it would, first
of all, be appropriate for Ministers to advise of their key
priorities which could then be reflected in the Plan. That
could, of course, mean a reduction in resource elsewhere in
the Plan.
6.2
Final Draft Budget
6.2.1 Alistair confirmed that the planned activity levels within the
Business Plan and other operating costs, when set against
the expected £17.3m of grant funding, will result in break even
for the full year. The Board noted the significant reduction in
activity and that LTS has not yet received a formal grant letter
confirming the funding arrangements for 2011/12.
6.2.2 The draft Budget was discussed at the Audit Committee
meeting on 25 March and Ken, on behalf of the Committee,
confirmed that Members were happy to recommend the draft
Budget to the Board in terms of technical accuracy.
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6.2.3 Alistair then took the Board through the detailed build up of
the Budget, including voluntary severance savings; fixed costs
including staffing and contractua,l and new staffing funds.
6.2.4 The Board noted that no provision has been made for the cost
of transfer of pensions.
6.2.5 The Board unanimously approved the Budget for 2011/12.
7.
New Agency
7.1
Update from Scottish Government
7.1.1 Murray confirmed that the Programme was still on track for
launch of the New Agency on 1 July 2011. An exercise is
currently underway to identify which of the Scottish
Government functions are also likely to transfer.
7.1.2 The Scottish Government has announced that Bill Maxwell
(currently Senior Chief Inspector) has been appointed as
Transitional Chief Executive with effect from 2 May 2011. The
existing senior teams from LTS and HMIe will become the
Transitional Corporate Management Group until the new
organisational structure is in place.
7.1.3 The Assurance Forum, chaired by Colin MacLean, is now
scheduled to meet on 11 May 2011.
7.2
LTS Progress Report
Alan referred to his report which set out progress since the last
meeting. The key points discussed included:
Pensions
7.2.1 The Government Actuary Department (GAD) is currently
looking at the broad comparability of pensions and the
expectation is that the formal certificate will be available by
the June Board meeting.
7.2.2 A very useful presentation was made at the All Staff Meeting
by GAD and further one to one meetings have been offered to
staff once figures are available.
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Harmonisation
7.2.3 The Scottish Government is to advise when they will consider
harmonisation. In the meantime, staff will be assimilated into
the Scottish Government on 1 July 2011.
TUPE
7.2.4 There is a lot of work involved in providing the Scottish
Government with staff information as part of their Due
Diligence Checklist. However, everything is on schedule to be
completed by the agreed target dates.
Trades Union Engagement
7.2.5 A meeting is scheduled with Unions for 3 May where they will
be given an explanation of the sequence of key events,
including job matching, harmonisation, etc.
7.2.6 Alan explained that Scottish Government is currently
considering how they will engage with the EIS and Unison
until harmonisation has taken place, as neither Union is part
of the Scottish Government collective bargaining group. A
paper outlining a proposal for more regular dialogue with
Unions is being prepared for the Programme Board.
7.2.7 The Board noted that LTS has had a very constructive
relationship with Unions through the JCC, but going forward
the relationship would be an issue for the New Agency.
7.2.8 As an aside, Alistair advised that from 1 April 2011 (in full
agreement with SG Pay Policy) those staff not already at the
top of the pay band will receive an increment. Also, staff
earning under £21k will receive a special payment.
Security Clearance
7.2.9 This is now well underway and the Scottish Government has
confirmed that it will use the staff information that LTS
currently holds. Scottish Government has also been assisting
LTS with examination of the materials.
IT
7.2.10 The Programme Board has agreed that a mixed model is the
best option in the short term, but with all staff having the same
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email address. Those staff who require high security GSI
access will be issued with the necessary IT kit.
7.3
Winding Up of LTS
7.3.1 The Board noted that a detailed report had been made to the
Organisational Development Committee on 23 March and that
a significant amount of work had been taken forward to
ensure that the Board meets its obligations in relation to the
winding up of LTS.
7.3.2 Catherine reassured the Board that progress is in line with the
plan and that MacRoberts had not raised any issues in this
regard.
7.3.3 The key points for noting since the February Board Meeting
included:
i)
OSCR has confirmed that there is no requirement to
change the Memorandum and Articles of Association.
Appropriate reassurances that ‘assets’ will continue to
be applied for one or more charitable purposes, eg the
Remit and Functions approved by the Cabinet
Secretary.
ii)
LTS has instructed MacRoberts to begin the drafting of
the Transfer Agreement. The first draft will then be sent
to Scottish Government lawyers for their comment.
iii)
Officers are carrying out extensive due diligence so that
there is an accurate record of all LTS assets at the
point of transfer. Review of contracts is a priority area
of this work.
iv)
Scottish Government has confirmed that the New
Agency Accountable Officer will sign off the LTS
accounts for the three month period from April to
June 2011.
v)
Catherine will perform Company Secretary
responsibilities from 1 July 2011 until LTS is fully wound
up.
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vi)
Scottish Government has confirmed that there is no
ongoing requirement for the LTS trading subsidiary.
Action to wind up the subsidiary is, therefore, now in
progress.
vii)
Board Member indemnity insurance has been extended
to 30 November 2011.
Due Date
7.3.4 Catherine referred to Graeme’s letter to Board colleagues
requesting that four Board Members (quorum for Board
Meetings) agree to remain on the Board post 30 June. This is
for the purpose of approving the final three months accounts
and submission of the formal application to Companies House
to remove LTS from the Register.
7.3.5 Board Members considered the appointments information
included in the Appendix which noted that Iain, Jacqui and
Louise were due to end their current terms as Board Members
during the summer. Taking this into account, the Board
reached agreement that Graeme, Jim, Paul and Ken would
remain on the Board until the company was formally wound
up.
7.3.6 Graeme suggested that it may be useful to convene one final
meeting of the OD Committee given the range and complexity
of the issues being taken forward by officers. In particular, it
would be useful for MacRoberts to give the Committee a
briefing on the Transfer Agreement prior to the June Board
meeting, when the Board will be asked to endorse the
Agreement and Graeme will be required to sign the document
on behalf of the LTS Board.
7.3.7 Catherine will take this action forward and will provide an
update on progress with the Winding Up of LTS at the OD
Committee meeting.
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Catherine
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8.
Due Date
Chief Executive’s Report
8.1
Curriculum, Assessment and Technologies for Learning
Support for Staff
8.1.1 Ken encouraged discussion with Scotland’s Colleges and said
that this was a very positive way forward. He also noted their
keen interest in science.
8.1.2 With reference to the Papal Visit, Alan explained that
materials had been developed with partners and are currently
going through the quality assurance process. The SCES
materials have already gone through the QA process.
8.2 Emerging Technologies
Glow
8.2.1 The Board noted a correction in this paragraph – number of
Glow Groups should read approximately 80,000.
Confucius Institute
8.2.2 Kay confirmed that the Confucius Institute would move into
the New Agency. LTS had formally written to the Hanban
about the transfer and they confirmed that they are delighted.
The Hanban are keen to know when the Cabinet Secretary
will formally launch the Institute because they intend to send
high ranking officials to the event.
8.2.3 The Board noted that Hanban funding must be spent on
Confucius activities and is, therefore, ring-fenced.
9.
Corporate Performance Report – February 2011
9.1
10.
Alistair confirmed that there were no issues to report during the
period to February. All quarter four claims have been submitted to
Scottish Government in line with the updated Q3 reforecast.
Advisory Council Update
Louise gave the Board a summary of work in progress to take forward the
Advisory Council’s work plans:
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Creativity
10.1. Good progress was made at a recent meeting and another
meeting is scheduled for 11 May. Louise intends to bring a
paper to the June Board Meeting and invite the New Agency
to take the work forward.
Hot Topics
10.2 The next Hot Topic workshop (19 May) is looking at
partnerships in vocational education – speakers are
Professors Kathryn Eccleston and Lyn Tett. The event is
being held in the Stirling Management Centre and all Board
Members are welcome to attend.
Advisory council
10.3 Bernard commented that he had sent a paper to Jamie Hume
(at Jamie’s request) about the Advisory Council as we would
wish to keep this important function in the New Agency.
Louise added that she had spoken to Jamie. He was
interested in exploring the concept of the Advisory Council
and expected that there would be discussion about it in the
coming year. Bernard emphasised that it was very important
in the New Agency’s transitional year that the Advisory
Council’s work continues.
11.
Items for Noting
11.1 Minute from OD Committee Meeting – 23 March 2011
Noted.
11.2 Minute from Audit Committee Meeting – 25 March 2011
The Board noted that the Committee had not been quorate due to
illness.
11.3 Finance Reports – February 2011 and March 2011
Noted.
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11.4 Media Updates – February and March 2011 + Quarterly Analysis
January, February and March.
Noted.
12.
AOB
12.1 Board Dinner
Graeme confirmed that the dinner was arranged for Tuesday 9 June
in the Corinthian Hotel, Glasgow. Past Chairs Tom Wilson and
John Mulgrew will also be joining the evening.
13.
Date of Next Meeting
13.1 The final meeting of the LTS Board and AGM will take place on
Friday 24 June 2011 at 10.30am in the Board Room, Learning and
Teaching Scotland, Glasgow.
Approved by:
______________________________________
Graeme Ogilvy, Deputy Chair
Date: _________________
Approved by:
______________________________________
Alistair Gordon, Company Secretary
Date: _________________
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