Minutes
Meeting of the Board of Directors
A meeting of the Board of Directors was held on Wednesday 19 August 2009 at 11am in the
Baxter Room, Learning and Teaching Scotland, City House, Overgate, Dundee DD1 1UH.
Present:
Carole Ford, Board Member
Louise Hayward, Board Member
Jacqui Hepburn, Board Member
Bernard McLeary, Chief Executive
John Mulgrew OBE, Chair
Iain Nisbet, Board Member
Graeme Ogilvy, Board Member
In attendance:
Alan Armstrong, Director - Education Improvement
Eileen Gill, Seconded from Scottish Government
Alistair Gordon, Interim Director - Corporate Services
Marie Dougan, Interim Director – Learning & Technology
Catherine MacIntyre, Professional Adviser, Policy & Governance
Murray McVicar, Scottish Government
Stuart Ritchie, Director – Curriculum
Apologies:
James Conroy, Board Member
Alison Coull, Scottish Government
Christine Pollock, Special Adviser
Gavin Whitefield, Special Adviser
Action
1.
Welcome and Apologies
1.1
Welcome
1.1.1
John welcomed Murray McVicar, from the Scottish
Government, who has recently taken over responsibility
to work with LTS, particularly in relation to progressing
the outcome of the Review.
1.1.2
John also welcomed Marie and Alistair to the meeting
as Interim Director Learning and Technology and
Interim Director Corporate Services, respectively.
1.1.3
Finally, John advised Board Members of the
appointment of Lesley Evans to the post of
Director-General Education. John will be meeting with
Lesley on 26 August.
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1.2
Alistair
Aug 09
Apologies were received as noted above.
Minutes of the Previous Meeting + Action Grid and Closed Session
Discussion held on 17 June 2009
2.1
2.2
3.
Due Date
Apologies
1.2.1
2.
Action
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.
Board Members also confirmed acceptance of the notes of the
Closed Session Discussion which took place on 17 June 2009.
Matters Arising from the Previous Minutes
3.1
Chief Executive’s Report : Dundee Office (Item 8.3 refers)
3.1.1
3.2
Chief Executive’s Report : SLF (Item 8.2 refers)
3.2.1
3.2.2
3.3
Following the Board’s endorsement at the June
meeting, Alistair confirmed that the lease arrangement
for the Dundee office has been extended for a further
nine months to July 2010.
Reference discussion at the last meeting, John
encouraged Board Members to take up the offer of a
personalised programme for the SLF. Board Members
to contact Marie.
Board Members Aug 09
John confirmed that an invitation to attend the SLF had
been extended to Mike Russell, Minister for Culture,
External Affairs and the Constitution.
Corporate Governance : Committee Membership
(Item 11.2 refers)
3.3.1
Board Members noted that John would not be proposing
any changes to current Committee Membership. This
will be reviewed again when Board Membership returns
to full complement.
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3.4
4.
3.4.1
Louise advised that the paper ‘Changes in Education’
will be finalised at the Advisory Council meeting
scheduled for 25 August. The consultation process will
begin shortly thereafter.
3.4.2
The Board also noted that membership of the Advisory
Council needs to be reviewed. As these are not
ministerial appointments, LTS will manage the
recruitment and ensure that the OCPAS principles are
reflected in the process.
Declarations of Interest
4.1
5.
Advisory Council Sub-Group Report : Changes in
Education (Item 12 refers)
None.
Scottish Government’s Review of LTS
5.1
John stated that he was becoming increasingly anxious about
the situation and referred Board Members to discussion at the
last meeting in June.
5.2
The expectation was that John would receive a letter from the
Minister or Colin MacLean confirming the status and core
functions of LTS. Certain other functions would require to be
discussed with other organisations to ensure better working /
collaboration. It had also been agreed that a public statement to
this effect would be made by the Scottish Government.
5.3
However, advice now is that because the original statement
about ‘Simplifying Public Services’ was made in Parliament in
January 2007, any subsequent statement about LTS will also
require to be made in Parliament. This would be done by
responding to a Parliamentary Question.
5.4
The Board has been given no clear information about this
process or timescales and John reminded Board Members that
it is fast approaching two years since the First Minister’s
statement in Parliament.
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5.5
This remains of major concern for the Board. The Board is
anxious about the lack of information for staff and also its ability
to discharge its responsibility for developing LTS’s future
strategy. A number of issues remain unresolved and clarity is
required in order to drive the organisation forward. John also
reinforced the Board’s wish to see the next phase of the Review
concluded by mid-October.
5.6
Murray confirmed that this was his understanding of the present
situation. Certain protocols do require to be followed and
communications between the Scottish Government and LTS
need to be aligned.
5.7
John said that it would be helpful if Murray could confirm exactly
what, if anything, the Minister had ‘signed off’.
5.8
The Board discussed communications with staff and the
increasing insecurity felt by some staff at such an important time
for Scottish education and LTS. Iain reminded Board
colleagues that the Minutes from Board Meetings are published
on the website and, therefore, in the public domain.
5.9
The Board agreed that it would be helpful if Murray would clarify
the process for asking / responding to a PQ so that a statement
could be made to staff. John also noted that the Board’s
position had been clearly Minuted and he would use that as the
basis for discussion of this key issue with Lesley Evans.
5.10 John thought it appropriate now that, on behalf of the Board, he
meets with Fiona Hyslop, Cabinet Secretary. In the meantime,
John suggested that he meet with Murray and / or Colin
MacLean w/c 24 August to confirm the issues and agree a
statement / timeline for staff. John also said that he would like
to see a statement in Parliament early in September, so that
Phase 2 of the Review can begin early in the Autumn and an
implementation plan put in place. Murray agreed that this would
be a good way forward.
5.11 Bernard added that he recognised Murray had taken on an
onerous task. However, the Scottish Government prides itself
on maintaining good relations and there are serious issues for
staff.
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5.12 The Minister was in receipt of Jamie’s paper and Jamie had
been confident that the supplementary information being
provided to the Minister would answer the questions raised. It
would, therefore, be very helpful to Board Members, at this
point, to receive an informal response or feedback from the
Minister.
5.13 The Board also wants to be in a position to set the strategic
direction for the future and, therefore, needs to know what is
within the core remit and also any structural or process issues.
The Board should be made aware of the Minister’s views.
6.
Organisational Development Plan Update
6.1
Bernard introduced this item. A number of workstreams have now
been established and work is continuing to drive forward the plan,
including the interim structure arrangements.
6.2
Eileen then took Board Members through the paper, commenting on
the key points as follows:
6.2.1
The Programme is on track, although the Review of LTS will
have an impact on certain areas.
6.2.2
Further review of the programmes identified the need for
better alignment of some of our work (eg Curriculum and
Assessment, Targeted Support and Youth Work) and also
growth in certain areas. This has led to the conclusion that
there is a need for a further interim Director post. There will
also be some change within Learning and Technology,
particularly those staff working in the Glow team, to allow for
better alignment with CfE.
6.2.3
A key aspect of the Programme is the review of the CMT
structure and PA Consulting has been commissioned to
carry out this work. The Chair and a number of Board
Members will be part of the consultation process.
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6.2.4
In response to a comment from Graeme, Bernard confirmed
that the review of the CMT structure by PA Consulting was
separate from the interim CMT arrangement. This would be
a short term arrangement in response to current business
needs, including comments from stakeholders about the
need for better alignment of our programmes and also for
reasons of greater efficiency and effectiveness.
6.2.5
Louise said that this seemed to position the organisation
very well and was the vision that the external world needed.
6.2.6
The All Staff Meeting will go ahead in September. It was
hoped that we would have received a formal statement from
the Minister about the Review of LTS, but nonetheless, there
is a need to begin engaging with staff now about the
Organisational Development Programme.
6.2.7
The current status on Learning Connections is that
recommendations have been made, but there has been no
decision to implement the recommendations. However, in
the event that the policy functions do come to LTS,
preparations are in hand and an action plan has been
developed in liaison with the Scottish Government.
6.2.8
Jacqui commented that it would seem to make more sense if
functions being transferred from Learning Connections to
LTS were reflected in the future core remit of LTS.
Bernard explained that the LTS and Learning Connections
Reviews had been handled by different Departments within
the Scottish Government. It was pleasing to note that LTS
had been the preferred option for the relocation of the
practice development and implementation functions of
Learning Connections. However, it would be useful to know
if this would be part of the core sign off, or part of the issues
for further discussion.
6.3
John commented that it was a very interesting paper and points the
way ahead. A further paper on the agenda, under Corporate
Governance, would explain the Board’s further involvement in the
Organisational Development programme.
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7.
8.
Action
Due Date
John
Sept 09
Draft Outline Programme for Residential Meeting – 29/30 October 2009
7.1
John introduced this item and Catherine then took Board
Members through the draft Programme.
7.2
The theme proposed for this year is about setting the strategy
and future direction for LTS within the context of the Scottish
Government’s Performance Framework and the need for greater
public sector alignment, as well as the Review of LTS and likely
budget pressures.
7.3
The programme is structured into four main sessions as follows:
i)
Scottish Government’s Review of LTS and Budget
Savings for 2009/10 and Draft Budget 2010/11.
ii)
Delivering National Outcomes and Greater Public
Sector Alignment.
iii)
Organisational Development Programme.
iv)
Board Annual Self-Evaluation and Action Plan.
7.4
Board Members will be involved in leading some of the
discussion on particular issues relating to new models of
working and LTS’s role in delivering CfE. There will also be an
opportunity for discussion about the Board’s role in shaping
LTS’s vision and strategy, as well as the Board’s contribution to
the Organisational Development Programme.
7.5
The Board supported the overall structure and content of the
Programme. John will be in touch with Board Members closer
to the date to agree individual contributions.
Corporate Performance Report
8.1
Alistair summarised the report, drawing attention to the following
points:
8.1.1
The current financial position is satisfactory.
8.1.2
Reference discussion at the last Board Meeting, the
presentation of the report will be changing to include a
new suite of performance indicators.
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8.1.3
8.1.4
9.
Due Date
Alistair
30.10.09
The Board recognised the difficulties and complexities
facing LTS, and the wider public sector, in gathering the
evidence to demonstrate individual and partner
contributions.
Chair’s Report
9.1
10.
The aim is to provide an external focus which
demonstrates how LTS, through the delivery of its
corporate objectives, is contributing to the achievement
of the National Outcomes. The proposal will firstly go to
CMT for comment and then to the Board for
endorsement.
Action
John gave a brief update of his work since the last meeting.
The key activities were related to the Scottish Government’s
Review of LTS and developing greater collaborative working
between LTS and Creative Scotland.
Chief Executive’s Report
10.1 Curriculum, Assessment and Glow
Curriculum for Excellence
10.1.1 The Board noted wide range of activities being
undertaken by LTS to support the further
implementation of Curriculum for Excellence. One
aspect of this is the development and distribution of the
CfE Newsletter which has been revived at the request of
the Management Board.
10.1.2 Carole commented that this was a crucial time for
schools. It is important to be clear that LTS is acting as
the vehicle for transmitting information and that the
information is not seen as the LTS view. Bernard
confirmed that LTS had contributed to development of
the brief which had been approved by the Scottish
Government.
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Assessment
10.1.3
Stuart advised that the high level policy statement on
assessment is now expected to be included within the
Cabinet Secretary’s keynote speech at the Scottish
Learning Festival. Similarly, Building the Curriculum 5
will not be published until November / December, with
trialling during 2010 and a refocused SSA in 2011.
10.1.4
Carole said that, to date, communication with
practitioners had generally been very poor. Bernard
reminded the Board of current budget pressures, and
the terms of the Concordat which mean that local
authorities have committed to delivering National
Outcome 4: Our young people are successful learners,
confident individuals, effective contributors and
responsible citizens.
Glow
10.1.5 Marie reported that all thirty-two local authorities had
now signed Customer Agreements and progress is also
being made with Education Faculties with four already
confirmed.
10.1.6 Marie explained that, although all authorities are now
‘live’, roll-out within local authorities is determined by
each individual authority.
10.1.7 The Board agreed that clarification is needed about the
role of LTS as a national organisation as distinct from
local authorities’ responsibilities. Teachers believe that
LTS is responsible for implementing Glow and are not
aware that the responsibility lies with the local authority.
10.1.8 Bernard reminded Board Members of the independent
audit carried out by Audit Scotland which commended
LTS for its effective and efficient management of the
Glow programme. Bernard also commented on the
possibility of opening discussions with local authority
Chief Executives about extending the use of Glow to
increase efficiencies.
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Marie
30.10.09
10.1.9 The Board briefly discussed the issue of bandwidth,
noting that it is improving continuously, but is largely
outwith LTS’s control. It is also a matter for local
authorities to develop more imaginative ways of
addressing this issue.
10.1.10 Board Members were in agreement that the next few months
would be critical for schools.
10.2 Glow 1.0.5
10.2.1 The Board noted the report.
10.3 Interconnect
10.3.1 The Board noted the report.
10.4 Four Countries Memorandum of Understanding
10.4.1 The Board noted the report.
10.5 Joint Working Arrangements between LTS and the University of
Abertay
10.5.1 Bernard reported that Marie would now be progressing
discussions with Abertay and a further report will be
provided at the next meeting in October.
10.6 Confucius Classrooms / Hanban / China
10.6.1 Bernard commented on the recent very successful meeting
with Hanban.
10.7 Update on Swine Flu
10.7.1 The Board noted the report on action taken within LTS in the
context of the Business Continuity Plan.
10.7.2 Marie also advised Board Members that discussions had
taken place with the Scottish Government about the
possibility of using Glow to assist schools / local authorities
in dealing with the impact of Swine Flu over the coming
months. LTS will also be speaking to the contractor
(Research Machines) about helping to facilitate access to
Glow.
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11.
Annual Reporting 2008 / 2009
11.1 Annual Report from Audit Committee
11.1.1 Graeme, as new Chair of the Audit Committee, gave a
brief account of the Committee’s activities during the
last year, drawing attention to the following points:
i)
The Committee has a very good relationship with
both Auditors.
ii)
The Committee has no issues with the Internal
Auditors’ statement.
iii)
LTS is a highly unusual organsation because of
the way it is funded, therefore, there are various
risk factors.
iv)
In view of the pension deficit, the Committee
recommends that it would be appropriate for the
Board review pension arrangements.
v)
The Committee is very happy with the work plan
and commended the CMT for its efficient handling
of actions.
vi)
The Internal Auditors, PwC, will be coming to the
end of the three year contract. The service will,
therefore, be evaluated although it is not evisaged
that any changes will be proposed.
11.1.2 Both Jacqui and Iain, also Audit Committee members,
concurred with Graeme’s comments.
11.1.3 With reference to the pension fund, Alistair explained
that employee and employer contributions had
increased as of April 2009.
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11.1.4 The Board had a brief discussion around some of the
issues and agreed that no action should be taken at the
current time. However, the Audit Committee would, in
the course of its business, keep a watching brief.
11.1.5 Finally, Graeme advised that, as new Chair of the
Committee, he will be meeting informally with PwC
week commencing 24 August.
11.2 Statutory Accounts as at 31 March 2009 & Report to Auditor
General
11.2.1 Alistair spoke to this item. Board Members noted the
following points:
i)
There is increased disclosure within the accounts.
ii)
The final draft has been reviewed by the Audit
Committee for technical accuracy and
confirmation has also been received from the
Scottish Government that they are content.
iii)
The Management Accounts show a surplus of
£800k, but the Statutory Accounts show a deficit
of £18.2m. This is because of Scottish
Government accounting methods.
iv)
The Balance Sheet remains strong, but the
pension fund deficit has increased to £2.5m.
v)
Equal Pay risk and contingent liability has been
mitigated and effectively dealt with.
11.2.2 The Audit Representation letter now requires to be
signed by Bernard as Chief Executive and Alistair as
Company Secretary.
11.2.3 The Board unimously approved the Statutory
Accounts as at 31 March 2009.
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11.3 Draft Annual Review
11.3.1 Alistair advised that, as is normal practice, the draft
copy had been sent to colleagues in the Scottish
Government for comment.
11.3.2 There are still editing / adjustments to be made to the
content and Board Members are, therefore, being asked
for views on the broad themes and structure of the
Review.
11.3.3 Louise requested that reference to the Advisory
Council’s programme of work be added to the ‘Looking
Forward’ section and Iain suggested that LTS’s
charitable status should be noted.
11.3.4 The Annual Review will be published online in
September, with a relatively small number of printed
copies for distribution to key contacts.
12.
Corporate Governance
12.1
Appointment of New Board Members
12.1.1 John advised that the recruitment process is now
proceeding.
12.1.2 The Office of the Commissioner for Public
Appointments in Scotland (OCPAS) has produced new
guidance about how people can apply for vacancies.
In addition, there is also now a further stage in process
whereby the Chair of the selection panel is required to
convene an initial meeting of the panel prior to advert.
This is to ensure common understanding and
appropriate use of resources amongst panel members
12.1.3 John and Catherine will be meeting with Jackie Brock
(Chair of the Appointments Panel) to discuss and
clarify the process and agree timescales.
12.1.4 John is hoping that the vacancies will be advertised
before the Scottish Learning Festival.
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12.2
Action
Due Date
John
Aug 09
Annual Review of Board Committee Terms of Reference
12.2.1 Alistair advised that it is best practice to review all
Committee Terms of Reference annually and
commented as follows:
i)
Audit Committee
The Terms of Reference were reviewed as part of
the Audit Committee annual self-evaluation. No
changes are proposed.
ii)
Remuneration Committee
The Committee proposed minor changes to the
responsibilities.
iii)
Chair’s Committee
The Committee has not met since 2005,
therefore, no changes to the Terms of Reference
are proposed.
12.2.2 The Board unanimously approved the Terms of
Reference for all three Committees.
12.3
Proposed Organisational Development Committee and
Draft Terms of Reference
12.3.1 John stressed the important opportunity that this
Committee would give Board Members to work more
closely on the Organisational Development
Programme. It is a vital aspect of the Board’s role and
contribution to supporting the work of the organisation.
12.3.2 Board Members endorsed the Terms of Reference
and unanimously supported the proposal to
establish an Organisational Development Committee.
12.3.3 John will follow up Committee Membership with
individual Board Members.
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12.4
Audit Scotland: Study into the Role of Boards
12.4.1 Alistair referred to the document circulated to Board
Members in July. As part of the study, Audit Scotland
will be appointing external consultants to conduct a
survey and Board Members will, therefore, be
contacted at some point in the near future.
12.4.2 The next part of the study will be more indepth and will
involve a selection of six NDPBs. It is not yet know
which NDPBs will be selected.
12.4.3 John commented that LTS is in a strong position and
would welcome involvement in the study.
13.
Items for Noting
13.1
Finance Reports – May and June 2009
13.1.1 Alistair encouraged Board Members to contact him
upon receipt of the report should they wish to discuss /
query any point. Alistair also welcomed any
comments or suggestions for improvement of the
presentation of information.
13.2
Media Update
13.2.1 Board Members noted the report.
13.3
Minute from the Audit Committee Meeting – 25 June 2009
13.3.1 Board Members noted the Minute.
14.
AOB
14.1
PhD Student
14.1.1 John reminded the Board about the request from
Rowan Denton to interview Board Members as part of
her research thesis and encouraged Board Members
to support Rowan in her studies.
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14.2
Due Date
Retirement Dinner for Douglas
14.2.1 John reminded Board Members of dinner which is
scheduled for Wednesday 26 August 6 for 6.30pm at
the City Inn in Glasgow.
15.
Date of Residential and Next Meeting
15.1
The Residential and Board Meeting will take place on
Thursday 29 and Friday 30 October at the Beardmore Hotel,
Clydebank. The programme, papers and further details will be
circulated nearer the date.
Approved by:
______________________________________
John Mulgrew OBE, Chair
Date: _________________
Approved by:
______________________________________
Alistair Gordon, Company Secretary
Date: _________________
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