Minutes Meeting of the Board of Directors A meeting of the Board of Directors was held on Wednesday 18 August 2010 at 10.30am in the Board Room, Learning and Teaching Scotland, The Optima, 58 Robertson Street, Glasgow G2 8DU. Present: Jim Conroy, Board Member Carole Ford, Board Member Paul Harris, Board Member Louise Hayward, Board Member Jacqui Hepburn, Board Member Bernard McLeary, Chief Executive and Board Member Iain Nisbet, Board Member Graeme Ogilvy, Deputy Chair Ken Thomson, Board Member In attendance: Alan Armstrong, Director – Curriculum and Assessment Marie Dougan, Director – Learning & Technology Iain Finlayson, Scottish Government Eileen Gill, Chief Professional Adviser, Strategic Organisational Development Alistair Gordon, Director - Corporate Services Anne Jardine, Director – Learning and Community Kay Livingston, Director – International, Research and Innovation Catherine MacIntyre, Professional Adviser, Policy & Governance Apologies: Murray McVicar, Scottish Government Christine Pollock, Cosla Observer Maureen Verrall, Scottish Government Gavin Whitefield, Special Adviser Action 1. Due Date Welcome and Apologies 1.1 Welcome 1.1.1 Graeme opened the meeting by formally welcoming new Board Member, Ken Thomson, who took up his appointment to the Board of LTS on 1 June 2010. 1.1.2 Graeme also welcomed Louise back to the Board now that she had recovered from her illness. Board Members also congratulated Louise on being given a Professorship in the University of Glasgow in recognition of Louise’s research work and contribution to the development of learning and teaching. Meeting of the Board of Directors 18 August 2010 1 B.Mins.04/10 Minutes 1.1.3 1.2 Alistair August 2010 Alistair August 2010 Finally, Graeme extended a welcome to Iain Finlayson who was representing the Scottish Government. As noted above. Minute of the Previous Meeting + Action Grid + Note of Closed Session Discussion held on 16 June 2010 2.1 3. Due Date Apologies 1.2.1 2. Action The Minute (and Action Grid) of the previous meeting held on 16 June 2010 were accepted as a true record. The Record Note of the Closed Session Discussion will be dealt with under Agenda Item 12. Matters Arising from the Previous Minutes 3.1 3.2 Cosla Representative on the LTS Board (Item 3.1 refers) 3.1.1 Graeme informed Board Members that written confirmation had been received from the Scottish Government advising that Cosla is content to support the Annual Business Plan 2010/11. 3.1.2 Board Members noted that this was the final step required in terms of approvals and (as of 2 August 2010) the Plan has been fully and finally signed off by the Scottish Government. Alistair will now arrange for publication on the LTS website. Chief Executive’s Report (Item 7.1.7 refers) 3.2.1 At the last Board Meeting, Iain raised a query about CPD materials specifically relating to the 2009 ASL Act and how these would link with CfE. 3.2.2 Anne provided a short update which explained that LTS is working with the Scottish Government to progress the development of support in relation to provision of appropriate planning for learning, individualised education programmes and co-ordinated support plans. This includes working with local authorities on the production of an online CPD resource which will highlight models of good practice from across the country. Meeting of the Board of Directors 18 August 2010 2 B.Mins.04/10 Minutes Action 4. LTS has commissioned filming which will take place at the beginning of September mainly in the form of ‘talking heads’ and there will also be a number of roadshows. The resource will be launched in November which is the anniversary of the original launch. 3.2.4 There were no other significant matters arising that did not feature on the Agenda. Declarations of Interest 4.1 5. 3.2.3 Due Date None. Deputy Chair’s Report 5.1 General Update 5.1.1 5.1.2 Meeting with SQA Chair and Chief Executive 5.1.1.1 Graeme gave a brief account of the recent meeting with Bernard and the Chief Executive and Chair of SQA. It had provided a very useful opportunity to begin to explore how the two organisations can identify further synergies and progress joint working already underway. 5.1.1.2 With reference to the meeting of the LTS and SQA Boards, Board Members noted that 22 November appeared to be the best date for the majority of Members from both Boards. Further information / confirmation will be sent to Board Members in due course. Catherine Sept 2010 Keith Brown, Minister for Skills and Lifelong Learning 5.1.2.1 Graeme reminded Board Members that the Minister was visiting LTS at The Optima on 19 August. 5.1.2.2 The programme will include short updates on CfE; NAR; Glow Futures; CLD; LTS Online Resources; China; revenue generating opportunities and partnership working. Meeting of the Board of Directors 18 August 2010 3 B.Mins.04/10 Minutes Action 5.1.2.3 5.2 Due Date There will also be an opportunity for the Minister to meet some of the staff directly involved in delivery these projects and services. Graeme added that the Minister was very keen to come to LTS and will undoubtedly learn a lot about LTS during this visit. Letter of Ministerial Guidance and Funding for 2010/11 5.2.1 Board Members were delighted to note that Graeme had received the Guidance Letter from the Minister, Keith Brown and that written confirmation of grant-in-aid to support delivery of the LTS Business Plan for 2010/11 had now also been received. Graeme drew the Board’s attention to point 7 in the funding letter which asks LTS to provide Education Finance with a reprofile of grant-in-aid remaining by the end of September 2010. Iain Finlayson confirmed that this was not unusual, but would be particularly important given the current economic situation so that the Scottish Government can identify any funds that could be redistributed. 5.2.2 Jim commented that because funds are so tight, there is a danger that there will be more and more of this reporting at a time when resources should be re-focused to front line and this would inevitably lead to an increased level of bureaucracy. Jim queried how LTS would deal with this in terms of staffing profile. 5.2.3 Louise asked if the Scottish Government was aware of this because it is important that we do not get drawn into increased levels of bureaucracy at a time of efficiencies. Iain Finlayson explained that the situation is no different within the Scottish Government, and the Permanent Secretary and Strategic Management Board will be looking at this. Iain also suggested that there would be an opportunity for Graeme and Bernard to raise this issue at the ELL Portfolio Meeting with Ministers on 26 August. 5.2.4 Jim suggested that the message back to the Scottish Government should be that priority reporting only is required. Bernard commented that there is a culture of managerialism with too many systems. However, Iain had always applied a light touch, but within the restrictions of the Scottish Government systems. Meeting of the Board of Directors 18 August 2010 4 B.Mins.04/10 Minutes 5.2.5 5.3 6. Graeme asked Alistair to prepare a short paper with graded options for the next Board Meeting. Action Due Date Alistair 20.10.10 Preparation of Programme for Residential: 20/21 October 2010 5.3.1 Graeme advised Board Members of a potential problem with the planned date for this year’s Residential. This has emerged because of formal commitments associated with LTS’s MoU with the Hanban and Tianjin Education Commission which means that Bernard and Kay would be in China at this time. 5.3.2 Board Members agreed that, in these circumstances, it would be preferrable to reschedule the Residential to coincide with the December meeting – diaries permitting. Graeme commented that by this stage the outcomes of the autumn Spending Review would be known. This would help to better inform ongoing work on scenario planning and Board / CMT discussions around preparing the organisation for forthcoming budget pressures and different models of delivery. 5.3.3 Board Members noted that the next Board Meeting would take place on 20 October in The Optima. Catherine will arrange for a note to be circulated Board Members in due course containing details of all the diary changes. Catherine August 2010 Delivering LTS’s Core Remit within Significant Financial Constraints 6.1 Board Members noted the recent correspondence received from the Scottish Government which emphasises the immediate need for reduced public sector spending / efficiencies, managing the workforce and indicates the longer term possibility of significant structural changes to the current landscape. 6.2 Bernard gave assurance to the Board that the CMT had begun to develop scenarios to prepare LTS, not only for the challenges that lie ahead, but also potential opportunities, including generating income. However, the focus would remain on the delivery of commitments within the core remit. 6.3 Bernard also updated the Board on more indepth discussions with other organisations about potential commercial opportunities including revenue generation / savings through the Interconnect, Meeting of the Board of Directors 18 August 2010 5 B.Mins.04/10 Minutes Action Due Date Graeme 20.10.10 Catherine 20.10.10 Glow Futures and web services. [ Not disclosed ] 6.4 6.5 In summary, Bernard stated that the CMT is working hard to control costs; developing plans to generate savings; making sure that LTS delivers on CfE and the Minister’s priorities and looking at opportunities for generating revenue. On this last point, the Board noted that there is still a lack of clarity / direction from the Scottish Government, however, the meeting with Ministers on 26 August may help to address this. The Scottish Government wants to explore how all organisations contribute to the ‘learning journey’, and how it can be made more efficient. Graeme and Bernard will be representing LTS at this meeting and will update Board Members on the key outputs at the next Board Meeting. Board Members then discussed the potential of income generation within the public sector at some length. Points emerging from the discussion included: 6.5.1 LTS is right to seek greater collaborative working. 6.5.2 Need to be aware of the perception / impression given to stakeholders if a more commercial approach is taken. 6.5.3 Income generating activity needs to be properly resourced to ensure continuous identification of opportunities. 6.6 Bernard used the analogy of a continuum to describe the interconnected nature of the various activities, eg controlling costs; shared services and economies of scale; more indepth partnerships; new service provision perhaps not entirely within the public sector, eg demise of Becta; public / private partnership, eg Microsoft (there is no other national organisation to partner with except LTS); good relationship with China and possibility of leveraging more funding; large number of international visits to LTS. 6.7 The Board will come back to this issue at future meetings. Catherine to note for the agenda. Meeting of the Board of Directors 18 August 2010 6 B.Mins.04/10 Minutes Action 7. Organisational Development: Revised Programme Priorities 7.1 8. Due Date Eileen briefed Board Members on progress since the last meeting. The key points included: 7.1.1 The OD Committee is scheduled to meet on 30 September. The agenda for that meeting is likely to cover Strategic / Annual planning; Response to Review of LTS: Supplementary Papers; scenario planning and review of OD Programme priorities. 7.1.2 A response is still awaited from the Scottish Government to the High Level Structure proposal. 7.1.3 Currently scenario planning has become the main priority and other OD work is helping to develop and prepare the scenarios. This involves looking at issues relating to the ‘top down’ approach and addresses some of the points raised by Board Members earlier in the meeting, as well as giving some reassurance to the Scottish Government. The scenarios will help LTS to prepare and adapt as challenges emerge over the coming months. 7.1.4 Scott-Moncrieff has started the work on funding models and, as stated earlier, further discussions have taken place on a range of possibilities for shared services with a number of other public bodies. 7.1.5 Staff engagement continues to be a key priority and CMT is currently looking at trying different methods and formats for engaging / involving staff. Chief Executive’s Report 8.1 Curriculum for Excellence, Assessment and Glow 8.1.1 Alan commented on the joint work with HMIe / ADES / Scottish Government to develop plans for the programme of support for local authorities that will take place from September to December. HMIe is now looking at how they will deploy this support. Meeting of the Board of Directors 18 August 2010 7 B.Mins.04/10 Minutes Action 8.2 8.1.2 Board Members noted that the redevelopment and launch of the new online service had been completed by mid August as planned. 8.1.3 The Glow refresh continues, with Glow Blogs now live and further services due to be available by the end of August. Several high profile GlowMeets took place recently and a further GlowMeet involving Historic Scotland’s Skara Brae project is in the planning stages. Graeme added that Historic Scotland is at the leading edge in terms of its use of digital technology and highlighted the potential opportunities for commercialisation. Glow Gateway 5 8.2.1 8.3 In response to a comment from Bernard, Paul explained that news of the collapse of RealTime Worlds was a devastating blow for the company and Dundee, however, the problem within the games industry is that it is an embryonic sector. Paul added that LTS should not be overly concerned in terms of its links with games technologies. The serious application of games in education is very, very sound. SOLACE 8.4.1 8.5 The Board noted the report. Learning and Technology Update 8.3.1 8.4 Due Date The Board noted the report. LTS / Scotland’s Colleges : Partnership Priorities / Workplans 2010 /11 8.5.1 Anne reminded the Board of the Statement of Intent that was presented at the June meeting. The subsequent paper now illustrates how the joint commitments will be delivered and how these relate to the deliverables within the LTS Business Plan. Meeting of the Board of Directors 18 August 2010 8 B.Mins.04/10 Minutes Action 8.5.2 8.6 8.7 Ken commented that Scotland’s Colleges is very much a centre for policy and CPD development and is currently involved in a lot of work with China. There is a significant amount of material that needs to be reviewed and a real opportunity for LTS to work in partnership with Scotland’s Colleges. International Education – Confucious Classrooms 8.6 1 Kay reported on the very successful visit to Scotland of the delegation from Tianjin Education Commission led by Mr Lin. During the visit, the delegation went to all of the Confucius Classrooms in Scotland which included participation in a showcase event. They also visited Glasgow University, the Consulate in Edinburgh and had an opportunity to meet the Minister, Adam Ingram and observe First Minister’s Question Time. 8.6.2 Bernard received a letter thanking LTS for the efficient organisation of their visit and also development of the Confucius Classrooms. This is a very significant step forward for LTS because the Education Commission will feed back their positive experience to The Hanban. Links with Historic Scotland 8.7.1 8.8 Due Date The Board noted the report. Scottish Learning Festival 2010 8.8.1 Kay advised that registrations had exceeded all previous years which was particularly noteworthy in light of the current economic climate and the first time electronic only registration has been used. 8.8.2 There has also been an increase in numbers of student teachers and many of the Spotlight Sessions are already fully booked, with Assessment and Curriculum for Excellence being the most popular. Meeting of the Board of Directors 18 August 2010 9 B.Mins.04/10 Minutes Action 9. 10. 8.8.3 Bookings for the first Twilight Session are also going well. The addition of the Twilight Session means that, overall, the event is slightly larger scale than previous years. 8.8.4 Finally, Board Members noted that all three Ministers are scheduled to be at the Festival and there are currently 661 registrations for the Cabinet Secretary’s keynote. Due Date Glow Futures Procurement and Governance 9.1 Bernard advised that the team is currently concluding the development of a suite of strategic ‘working’ documents which will be sent to the Scottish Government in advance of Jackie Brock’s meeting with the Cabinet Secretary. There is further work to be done on the scope of services and costings, and once this work is completed, the documents will, of course, be brought formally to the Board. The Board also noted that the revisions were being made to the Timeline and that the Industry Engagement event is scheduled take place on 14 September. 9.2 Bernard gave a brief report on issues relating to the governance arrangements which had been raised by the Scottish Government at their recent Advisory Board Meeting. Bernard emphasised that he was not unduly concered and is meeting with Jackie Brock to discuss the points raised. However, he recognised that the Board had a particular interest in these arrangements given their responsibility for governance and will provide a further update on this at the next meeting. Bernard 20.10.10 Corporate Performance Report 10.1 Alistair presented the report and drew attention to the following points: 10.1.1 Overall programme status as at June shows Amber. This is directly related to the fact that as of that date, LTS had not yet received confirmation of funding in the form of a Grant Letter 10.1.2 Going forward, rather than focusing on programmes, the Corporate Performance Report will report against Business Plan deliverables set within the context of the core remit. Meeting of the Board of Directors 18 August 2010 10 B.Mins.04/10 Minutes Action Due Date 10.1.3 Referring to spend as at June 2010, Alistair confirmed that 27% is in line with expectations. The Board noted that areas of spend tend to be back-end loaded with the exception of Technologies for Learning. 10.1.4 The Communities Team is off to a slow start primarily because the transfer of Learning Connections only took effect on 1 April. However, the Board was reassured that the funding is accounted for within the Business Plan deliverables. 10.2 Jim commented on the need for better mechanisms to tap into other resources and draw activities together elsewhere in the system. Jim also suggested that LTS would be well placed to act as a conduit for this purpose. Kay stated that organisations recognise that they need a channel and the only way sustainable is through LTS. However, the Board noted the difficulties associated with pulling some projects / funding streams together, particularly because of departmentalism in England. 10.3 Finally, Louise advised that she knew of the work LTS had done on sustainability and this had been highlighted at a recent seminar Louise attended in London. There is wide support for this work and it is seen to have significant potential and an area to build on for a number of reasons. 11. Annual Reporting and Review 11.1 Report from the Audit Committee The Board received the summary of Audit Committee activity over the past twelve months and noted in particular that the Committee had: 11.1.1 Endorsed the Statement of Internal Controls which the Board will now consider. 11.1.2 Agreed the External Audit Report and Annual Accounts. Meeting of the Board of Directors 18 August 2010 11 B.Mins.04/10 Minutes Action Due Date 11.2 LTS Statutory Accounts as at 31 March 2010 and Report to the Auditor General 11.2.1 Alistair presented the accounts to the Board and drew attention to a number of points including: i) There is a considerable increase in pension deficit (£8.3m) which has had a substantial impact on the reserves resulting in a net deficit of £1.5m. This is a significant reduction on last year. ii) The Letter of Representation to the External Auditors which confirms the disclosures requires to be signed (on behalf of the Board) by the Chief Executive and Company Secretary. iii) The Annual Accounts have been reviewed by the Audit Committee, LTS External Auditors and the Scottish Government. The Audit Committee is content to recommend the Accounts, in terms of their technical accuracy, to the Board for approval. iv) The External Auditors requested that a note should be included in the Accounts referring to ‘Going Concern’ which reflects LTS’s reliance on public funding. v) Optima rental costs have previously be borne directly by the Scottish Government. However, the Scottish Government has suggested that, going forward, LTS is funded to pay the landord directly and this would then be reported in the LTS Annual Accounts. vi) Reflecting on the pension fund over the past five years, it illustrates the volatility of LTS’s annual results owing to external factors. 11.2.2 Although there is a deficit in relation to reserves, Alistair assured the Board that there is no risk to LTS in terms of solvency. It is a ‘spot valuation’ of the pension fund that has resulted in this unusual picture. Meeting of the Board of Directors 18 August 2010 12 B.Mins.04/10 Minutes Action Due Date 11.2.3 Bernard added that the significant point is whether it is funded / unfunded. However, LTS will not be taking any action until the outcome of the Commission’s review of public sector pensions (led by Sir John Hutton) is published. 11.2.4 Finally, Alistair drew attention to the Report to the Board and Auditor General which will be published on the Audit Scotland website. 11.2.5 The Board unanimously approved the Accounts and authorised signing of the Statement of Internal Control and Management Letter. 11.3 Review of Corporate Risk 11.3.1 Alistair presented the Corporate Risk Register for the Board’s consideration. The Board noted that it had been reviewed by the Audit Committee at its meeting on 1 July and that it would be updated to reflect any changes to the strategic objectives / statements as a result of the forthcoming strategic and annual planning discussions. The CMT will, of course, keep the Register under review. 11.4 LTS Annual Review 2009/10 11.4.1 Board Members were supportive of the format and content of this year’s Review. Final proof-reading, colour / photography and lay out will now be completed in time for publishing and submitting to the Scottish Government along with the Annual Accounts. These documents will then be laid before the Scottish Parliament in October. 12. Review of Chief Executive’s Salary Arrangements and Bonus 2009/10 (verbal) 12.1 Officers withdrew from the meeting and the Board discussed this matter in Closed Session. Meeting of the Board of Directors 18 August 2010 13 B.Mins.04/10 Minutes Action Due Date Catherine August 2010 Louise 20.10.10 Officers rejoined the meeting. 13. Items for Noting 13.1 Board Committee Arrangements 13.1.1 Revised membership and Terms of Reference (agreed via email) were unanimously accepted by the Board. Catherine will now arrange for written confirmation of Committee Membership arrangements to be sent to individual Board Members. 13.2 Minute from Audit Committee Meeting: 1 July 2010 13.2.1 Noted. 13.3 Advisory Council 13.3.1 Louise advised that the Advisory Council would be meeting later in August and will be finalising workplans at that meeting. Louise will provide an update on the key points at the next Board Meeting. 13.4 Finance Reports – May and June 2010 13.4.1 Noted. 13.5 Media Update – June and July 2010 13.5.1 Noted. 14. AOB 14.1 Carole’s Retirement from the Board 14.1.1 Graeme thanked Carole for her commitment and contribution to the work of the Board over the last three years and for stepping in on several occasions, at very short notice, to assist with Board Committees. Bernard also added that Carole brought the true voice of a committed educational professional. Carole had carried out the broadest role of a Board Member and provided very useful evaluation and challenge. Meeting of the Board of Directors 18 August 2010 14 B.Mins.04/10 Minutes Action Due Date 14.1.2 Carole thanked Graeme and Bernard and said that she enjoyed her time with the LTS Board. Carole added that she would miss the Board, however, due to time pressures of both work and GTC commitments, she was unable to continue as a Board Member. 15. Date of Next Meeting 15.1 The next meeting is scheduled to take place at 10:30am on 20 October 2010 in the Board Room of LTS, Glasgow. Approved by: ______________________________________ Graeme Ogilvy, Deputy Chair Date: _________________ Approved by: ______________________________________ Alistair Gordon, Company Secretary Date: _________________ Meeting of the Board of Directors 18 August 2010 15 B.Mins.04/10