Name of meeting BOARD MEETING Date and time THURSDAY, 30TH OCTOBER 2014 Venue HELP AND CARE, 896 CHRISTCHURCH ROAD, BOURNEMOUTH Present Roger Browning (RB), Joyce Guest (JG), Margaret Guy (MG), (Chair) Sam Johnson (SJ), David Sargent (DS), Roger Tilley (RT) and Chris Williams (CW) In attendance Lucy Cribb (LC) (Minutes), Help & Care Martyn Jewell (MJ), Help & Care Martyn Webster (MW), Help & Care Part 1 Business 1. Apologies for absence Apologies of absence were received from Roger Hayre. 2. Additional agenda items It was agreed that the following additional agenda items would be included: . Expenses (SJ) . AGM (SJ) . Data Protection (MG) . Dorset Clinical Services Review (RB) 3. Declaration of interests a. Register of interests None. b. Conflicts related to items on the agenda None. 1 Actions by/date 4. Minutes of the previous meeting/matters arising The Board agreed the minutes of the previous meeting. Updates were provided on the following matters arising; 4.3 - MJ reported that the final accounts for 2013/14 were now available and this issue was on the agenda. 4.4 - MJ reported that he had written to Help & Care, CAiD and DREC regarding Healthwatch England Escalation Policy for dealing with Safeguarding Issues. To date, Help & Care had responded. 7 - MJ agreed to check whether the SLA with Help and Care includes Healthwatch Dorset representation on the Health and Wellbeing Boards, Overview and Scrutiny Committees and other committees, where required, and to report back at the next meeting. MJ27/11/14 9 - MG and JG informed everyone that they had met and drafted a document setting out the characteristics of an effective Board and how its effectiveness could be evaluated. However, it had been agreed to defer discussion of the document until a future meeting when sufficient time could be allocated to this item. Meanwhile, MG agreed to circulate the draft document to Board members who agreed to submit any comments and proposed amendments to her by 14 Nov 2014. 5. To receive an update on the Appointment of Chair – MJ informed everyone that an internal advert for the appointment of Chair would be sent to all Non-Executive Directors of the Board and it was agreed that, in the interim, MG would stand in as Interim Chair. 5.1 To approve expenditure to amend the Articles of Association This was agreed. 5.2 To agree upon the changes to the articles The Board discussed the length of the Chair’s term of office and agreed this should be extended from one year to three years. MJ agreed to instruct the solicitor accordingly. 2 MJ-ASAP 6. Audit and Risk Committee – 6.1 To approve the 2013/2014 final accounts RT recommended the Board approve the 2013/14 accounts, subject to minor amendments being made to the text only. MG thought that Roger Hayre had become a Director in March 2014 and that the Accounts should be amended to reflect this. MJ was asked to check the date that Chris Thomas resigned as a Director and whether Roger Hayre had been registered at Companies House as a Director. The accounts were approved subject to RT’s comments. MJ27/11/14 The Board also agreed that the company accountants should ask HMRC to recognise Healthwatch Dorset CIC as a non-trading entity. 6.2 To receive the 2014/2015 quarter 2 accounts DS commented that there were some minor changes that needed to be made to the format of the accounts. MJ confirmed that he would submit a proposed budget for 2014/15 to the next Audit & Risk Committee meeting. 6.3 To receive an updated risk register RT reported that the risk register now included an ‘action by’ column and that partnership organisations were now included under the financial risk heading. Board members also asked for Data Protection to be included. SJ asked Board members to submit any further comments to MJ within by 14 Nov 2014. 7. To receive the 2014/2015 quarter 2 performance report MW summarised the Quarter 2 Performance Report and spoke about the positive outcomes included in the report. MW gave an overview on the current work of the Healthwatch Dorset Team and informed everyone of an event on 5 Dec 2014 at Wimborne CLARC, when presentations would be given on the Community Investment Projects. Members of the public, voluntary organisations and commissioners will also be invited to attend. 3 MJ-ASAP 8. To receive the updated 2014/2015 Strategic Business Plan The Board took the opportunity to thank RB and MG for their work. SJ asked for any further comments and proposed amendments to be forwarded to MG by 14 Nov 2014. 9. To receive an update on the Novation of Contract MJ was pleased to report that a revised version of the Deed of Novation had now been agreed between Healthwatch CIC and Help & Care and had been forwarded to Dorset County Council on 23 Oct 2014 seeking their agreement to the proposed changes. A response from Dorset County Council was awaited 10. Wessex Community Voice MW provided Board members with an overview on the Wessex Community Voice project, following which Board members all agreed to support the project. Additional items Expenses – SJ spoke about a recent issue that had been raised by Roger Hayre regarding the Directors’ Expenses Policy and the Directors’ Loss of Earnings Policy, both of which had been agreed at the previous meeting, and the maximum level of expenses that can be claimed. The Board agreed that the policies should not be further amended and that Directors should adhere to the agreed policies. RT agreed to contact the Chair of DREC on an informal basis to discuss further, and hopefully resolve, this issue. AGM – SJ commented that an AGM would provide a good opportunity to demonstrate what had been achieved so far, although it was acknowledged that there is no legal obligation for the CIC to hold an AGM. Board members agreed that June 2015 would be a good time to hold an AGM and to launch the 2014/15 Annual Report. Data Protection – MG thanked JG and RT for offering to be involved in taking forward the development of the Data Protection Policy. She reported that, following further discussions about this issue, it was felt that the CIC may need to be registered as a Data Controller with the Information Commissioner’s Office. MW offered to discuss this issue further with MG and MJ. Dorset Clinical Services Review – RB informed the Board that he had attended the recent launch of the Dorset Clinical Services Review and congratulated MW on his 4 RT-ASAP contribution. Part 2 Development 11. To conduct a PEST analysis Due to insufficient time, it was agreed to carry over this item to a future meeting. 12. Date of next meeting – 27th November 2014 5.00-7.30pm at Help & Care. The meeting closed at 9:00pm. 5 MJ-ASAP