Minutes Meeting of the Board of Directors A meeting of the Board of Directors was held on Friday 30 October 2009 at 10am in the Ramillies Room, The Beardmore Hotel and Conference Centre, Clydebank, Glasgow G81 4SA. Present: Louise Hayward, Board Member Jacqui Hepburn, Board Member Bernard McLeary, Chief Executive John Mulgrew OBE, Chair Graeme Ogilvy, Board Member In attendance: Alan Armstrong, Director – Curriculum and Assessment Eileen Gill, Seconded from Scottish Government Alistair Gordon, Interim Director - Corporate Services Marie Dougan, Interim Director – Learning & Technology Kay Livingston, Director of International Research & Innovation Catherine MacIntyre, Professional Adviser, Policy & Governance Murray McVicar, Scottish Government Stuart Ritchie, Director – Learning and Community Apologies: James Conroy, Board Member Alison Coull, Scottish Government Carole Ford, Board Member Christine Pollock, North Lanarkshire Council, Special Adviser Iain Nisbet, Board Member Gavin Whitefield, North Lanarkshire Council,Special Adviser Action 1. Welcome and Apologies 1.1 Welcome 1.1.1 1.2 John welcomed Kay to her first meeting of the Board in her new role as Interim Director, International, Research and Innovation Apologies 1.2.1 Apologies were received as noted above. John added that Lesley Evans had not been able to join the Board for dinner and advised colleagues that he had written to Lesley suggesting that she might join the Board on another occasion. Meeting of the Board of Directors 30 October 2009 1 B.Mins.05/09 Due Date Minutes 2. 2.2 The Minute of the previous meeting and Action Grid were accepted as a true record. The Minute and Action Grid will now be published on the website, subject to any FOI exemptions. Nov 09 Board Members also confirmed acceptance of the notes of the Closed Session Discussion which took place on 19 August 2009. Corporate Performance Report (Item 8.1.3 refers) 3.1.1 3.2 Alistair referred Board Members to his update at the last meeting when he advised that the presentation of the Corporate Performance Report would be changing to include a new suite of performance indicators. Work on this will be finalised to take into account the outcomes from the Review and in line with our revised strategy. Chief Executive’s Report : Swine Flu (Item 10.7 refers) 3.2.1 The Board noted that a few staff had been affected by the virus and that LTS’s Occupational Health physician had recently made a presentation to senior staff. 3.2.2 Alistair advised that the Scottish Government is currently holding back on publication of the next stage of advice. Declarations of Interest 4.1 5. Alistair Matters Arising from the Previous Minutes 3.1 4. Due Date Minute of the Previous Meeting + Action Grid held on 19 August 2009 2.1 3. Action None. Scottish Government’s Review of LTS 5.1 John noted that a very full discussion had taken place with Board Members and CMT on the previous afternoon. Murray added that he was delighted that the Review had reached a successful conclusion and that the outcome had now been published. Meeting of the Board of Directors 30 October 2009 2 B.Mins.05/09 Minutes Action 6. 5.2 The Board was very pleased at the outcome and endorsed the Minister’s statement. John stated that Murray had a key part to play in moving the Review forward to successful conclusion. 5.3 The Board had a lengthy discussion about the recommendations from the Review and identified a number of the key issues. These issues will form the basis of an action plan which the Organisational Development Committee has been mandated to take forward. 5.4 There will continue to be a Standing Item on the agenda to ensure that all Board Members are involved fully. 5.5 John confirmed that LTS is responding positively to the Minister’s statement and stakeholders recognise that LTS is a refocused organisation which is building on strong foundations. Bernard endorsed John’s comments. Chair’s Report The key points made by John were as follows: 6.1 Scottish Learning Festival Congratulations were offered to all involved in delivering the Scottish Learning Festival 2009. The Reception in Kelvingrove had been excellent and it was particularly pleasing to see so many Board Members involved. 6.2 Board Appointments The advertisement for two Board Member vacancies has now gone into the Press. Board Members noted that LTS undertook a substantial amount work to tailor the Application Form. Dates for shortlisting and interviews are now in the diary. 7. Chief Executive’s Report 7.1 Curriculum, Assessment and Glow Update 7.1.1 CfE Alan advised that a range of support materials is being developed, but LTS is ensuring that the range and Meeting of the Board of Directors 30 October 2009 3 B.Mins.05/09 Due Date Minutes Action quantity are not overwhelming. An innovative approach is being taken, including a combination of Glow tools and services and events. 7.1.2 Building your Curriculum A series of events is being organised for Building your Curriculum, based on the success of last year’s format. 7.1.3 Assessment There will be some final adjustments on BtC5 with the launch expected by the end of December. In the interim, LTS will discuss and agree with the Scottish Government exactly what LTS’s contribution will be. 7.1.4 7.2 Glow i) Increase in usage and uptake continues to grow, with 3.7 million log-ins and confirmation that six TEIs have now joined. ii) Other points to note included: • One of the current priorities is to look at how parents can use Glow. • Using Glow, the Cabinet Secretary talked to 26 different schools about why she is proud to be Scottish. • A Masterclass with Liz Lockhead is starting in Highland Council. • Changes are coming to Glow as part of the refresh, including blogs and wikis. • Scottish Government is now using Glow. Targeted Support The Board noted the wide range of work within the broad area of Skills for Learning, Life and Work. The themes consistently coming through the programme are networks and Glow which is indicative of improved integration within LTS. Meeting of the Board of Directors 30 October 2009 4 B.Mins.05/09 Due Date Minutes 7.3 Action Due Date Marie 16.12.09 Interconnect Marie reported that there had been a slight delay with completion because of an issue relating to the central network. This has now been addressed and completion is expected by the end of November. 7.4 7.5 LTS / University of Abertay MoU 7.4.1 The Board noted that the Consolarium would remain in the LTS Dundee offce for the present. LTS is, however, still keen to work with Abertay University and will, therefore, continue to explore more formal partnership arrangements. 7.4.2 Marie also reported on the very successful launch of Canvas – the virtual art gallery – at SLF. 7.4.3 Board Members noted with interest Graeme’s comment on the use of virtual technology in construction skills training. Memorandum of Understanding with Tianjin Education Commission Kay reported that a key feature of the Confucius Classrooms is to have a link organisation in China. During a visit to China earlier this year, Kay and Bernard met with the Education Commission in Tianjin with a view to establishing links. An MoU is now being developed to ensure clarity about the links between the Scottish hubs and Chinese schools. 7.6 Glow 2 7.6.1 Marie advised that the Scottish Government has given LTS a Mandate to take forward a specification for Glow 2.0 towards appointment of the preferred supplier, management of migration process and development of Glow 2.0 services. The process will begin with a consultation early in the New Year. 7.6.2 Further papers will be coming to the Board setting out the plan for taking this major piece of work forward. Meeting of the Board of Directors 30 October 2009 5 B.Mins.05/09 Minutes Action 8. Organisational Development High Plan Update 8.1 9. Eileen gave a brief update as follows: 8.1.1 The High Level Plan has been updated now that the Review has been completed and the timescales adjusted accordingly. 8.1.2 Work has continued in the meantime, and the target completion date for the main strands is September 2010. 8.1.3 The Interim Structure is now firmly in place. 8.1.4 Strand Groups are looking at various aspects of organisational development, with a lot work underway in relation to HR. 8.1.5 The review of the CMT structure with PA Consulting is progressing. 8.1.6 A very successful All Staff Meeting took place in September and a follow-up meeting is scheduled for 3 December. 8.1.7 The Organisational Development Committee is scheduled to meet on 19 November. 8.2 John commented that the key points from the Board’s discussion on the previous afternoon will be recorded and taken forward by the Organisational Development Committee. 8.3 The Board noted that good progress is being made overall. Corporate Performance and Control 9.1 Performance Report 9.1.1 Alistair confirmed that there are no concerns with overall performance. Graeme also stated that the Audit Committee is very happy with the way everything is being managed, including corporate risk, and confirmed that no issues have emerged. Meeting of the Board of Directors 30 October 2009 6 B.Mins.05/09 Due Date Minutes Action 9.2 10. Annual Review of Corporate Risk 9.2.1 Alistair explained that the corporate risk register is reviewed regularly by the Audit Committee. However, the Board has overall responsibility and is, therefore, required to review the corporate risk register at least annually. 9.2.2 The Board noted that this version of the register was substantially the same as that which had been reviewed by the Audit Committee on 1 September with the exception of one new risk. The new risk (risk 11) relates to Scottish Government security policy frameworks and LTS is currently seeking advice from its internal auditors about the most appropriate way of handling this for LTS. Further updates will be made to the Audit Committee. 9.2.3 The Board unanimously approved the Corporate Risk Register. Planning and Budgeting 10.1 Alistair referred to the paper and highlighted a number of points, including: 10.1.1 The annual planning and budgeting cycle for 2010/11 is due to begin. 10.1.2 The process will need to start ahead of a fully worked out strategic plan, however, the outcomes from the Review will provide a framework and there are also existing programmes work which will continue into the next financial year. 10.1.3 The formal role of Cosla in the development of the annual businss plan and will need to be built into LTS’s planning cycle. 10.1.4 There will be a number of budget pressures facing LTS, including: i) The generally tough financial environment. ii) Efficient Government savings. Meeting of the Board of Directors 30 October 2009 7 B.Mins.05/09 Due Date Minutes iii) Action Due Date Alistair 16.12.09 Catherine Ongoing Implementing the third and final year of the LTS pay arrangements (average 3.5%). 10.1.5 LTS will also be required to estimate the carbon associated with its budgeted expenditure. 10.1.6 Alistair will aim to bring an outline budget and business plan to the December meeting. First drafts will be presented to the Board in February, with the final draft budget and business plan going to the Board for approval in April. 11. Corporate Governance 11.1 Board Self-evaluation Action Plan 2008/9 11.1.1 John commented that, although it had taken some time to arrange, a meeting between the Chairs of LTS and SQA was now scheduled to take place on 20 November 2009. Board Members confirmed that all other actions had been satisfactorily progressed and that the Action Plan was now fully completed. 11.1.2 Catherine referred to the Board’s earlier discussion about this year’s Self-evaluation. The main points from that discussion will be pulled together into an Action Note for the Board and will form the basis of the Board’s key objectives for 2009 /10. 11.1.3 The majority of these objectives will be progressed and monitored by the Organisational Development Committee in the first instance. The main Board will receive regular updates via the Committee Minute and, receive papers for endorsement / approval, as appropriate. 11.2 Audit Scotland Role of Boards Study : Questionnaire for Auditors 11.2.1 Alistair confirmed that the Auditors’ response to the questionnaire was generally favourable and, overall, LTS’s Board Governance arrangements are Meeting of the Board of Directors 30 October 2009 8 B.Mins.05/09 Minutes Action Due Date John / Alistair 17.2.10 satisfactory. The Audit Scotland report will impact all public bodies, therefore, Alistair recommended waiting until publication of the report before proposing any appropriate actions. 11.2.2 Jacqui and John commented on a related conference they had recently attended, noting the following points: i) The difference in governance arrangements amongst public bodies and colleges ii) Variance between Board Member remuneration. iii) Joining up of Boards and sharing good practice. 11.2.3 Both Jacqui and John agreed that, based on discussions at the conference, LTS’s governance arrangements compared very well. 11.2.4 With reference to remuneration of Board Members, Alistair explained that there is a Scottish Governance policy which includes a scale that determines remuneration depending on the type of NDPB. In policy terms, there would seem to be potential for LTS Board Members to receive remuneration. 11.2.5 John said that the Board would come back to this issue and develop a case for submission to the Scottish Government. 12. Items for Noting 12.1 Finance Reports – July / August / September 2009 Alistair advised that both the P&L account and balance sheet are strong. However, the Board noted that pressures are likely in future financial years. 12.2 Media Update – August and September 2009 The Board noted that it had been a busy period with the Scottish Learning Festival generating significant press activity. Meeting of the Board of Directors 30 October 2009 9 B.Mins.05/09 Minutes Action Due Date Victoria 31.10.09 Catherine 16.12.09 12.3 Minute of Audit Committee Meting – 1 September 2009 12.3.1 Graeme commented that Board had already received an update and discussed some of the issues coming up at the Audit Committee Meeting. Graeme confirmed that the Committee is comfortable with the control model that LTS is using and that information is being reported accurately. No issues have been raised by either the internal or external auditors. 13. AOB 13.1 Retirement Lunch for Douglas John intimated that, unfortunately, due to a bereavement in Douglas’s family, the dinner had to be cancelled. However, a lunch was now taking place at The Optima to which all Board Members and CMT are invited. Detailed arrangements will be sent to Board Members as soon as possible. 13.2 Advisory Council 13.2.1 Louise advised that the research and action papers are now complete, with very helpful support received from LTS colleagues and Bernard. The engagement phase has recently started and some very positive responses have been received. Louise is now discussing the possibility of a seminar with LTS staff. 13.2.2 A meeting has also taken place to discuss Advisory Council Membership. 13.2.3 John asked that ‘Update from the Advisory Council’ is now a Standing Item on the Board Agenda. 14. Date of Next Meeting 14.1 The next meeting will take place on Wednesday 16 December 2009 in The Optima. The lunch with staff which was scheduled to take place immediately after the Board Meeting will be postponed to early 2010 to avoid clashing with the LTS Christmas Get-together. Meeting of the Board of Directors 30 October 2009 10 B.Mins.05/09 Minutes Action 14.2 Due Date Board Members noted the Schedule of Meetings for the Board and Board Committees for 2010. Approved by: ______________________________________ John Mulgrew OBE, Chair Date: _________________ Approved by: ______________________________________ Alistair Gordon, Company Secretary Date: _________________ Meeting of the Board of Directors 30 October 2009 11 B.Mins.05/09