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MEETING of the BOARD of TRUSTEES Items in Red Are Confidential MEETING OF THE BOARD OF TRUSTEES Items in red are confidential Minutes of a meeting of the Board of Trustees (the Trustees) of Canal & River Trust (the Trust) held at 8.30am on Thursday 25 January 2018 at the Ramada Hotel, The Butts, Earlsdon, Coventry, CV1 3GG. Present Allan Leighton, Chair Dame Jenny Abramsky, Trustee and Deputy Chair Frances Done CBE, Trustee Ben Gordon, Trustee Janet Hogben, Trustee Tim Reeve, Trustee Sir Chris Kelly,Trustee Sue Wilkinson, Trustee Apologies Nigel Annett CBE, Trustee Manish Chande, Trustee In attendance Richard Parry, Chief Executive Julie Sharman, Chief Operating Officer Stuart Mills, Chief Investment Officer Sandra Kelly, Finance Director Heather Clarke, Strategy, Impact and Engagement Director Simon Bamford, Asset Improvement Director Yetunde Salami, Assistant Company Secretary (minute taker) Redacted Jon Horsfall, Waterway Manager North East (Item 18/007 only) Matthew Symonds, Strategy and Engagement Manager (Item 18/007 only) Mark Stephens, Work Development Manager (Item 18/007 and 18/008 only) 18/001 APOLOGIES Apologies were received as noted above. CHAIR’S WELCOME AND REMARKS The Chair welcomed all attendees to the meeting. The Chair reported that notice of the meeting had been given to all trustees entitled to receive it and that a quorum was present. 18/002 REGISTER OF INTERESTS AND DECLARATION OF INTERESTS IN ANY MATTER ON THE AGENDA The attendees declared interests and set out in Information Report Trust319. No further declarations of interest were made. 18/004 MINUTES AND SCHEDULE OF ACTIONS The minutes of the Board of Trustees meeting held on Wednesday 23 November 2017 was approved. Summary of actions arising from Board Meetings All matters arising were in hand or on the agenda. 18/011 Governance Report [Trust328] RP presented the Decision Report Trust328 draw the Trustees’ attention to various matters affecting the governance of the Trust. Following discussion the Board: ▪ Noted the proposals to rename the Waterway Partnerships as Regional Advisory Boards (RABs). ▪ Noted that two new members had been appointed to the Appointsments Committee to replace outgoing members. ▪ Approved the appointment of Heather Clarke as a Trustee Director on the Roundhouse Birmingham’s Board of Trustees. ▪ Ratified the Partnership member appointments set out as follows: ➢ Graham Fisher, West Midlands, adjustment: extension of 1 year to 2nd term appointment to November 2018 ➢ Len Cresswell, West Midlands, adjustment: extension of 1 year to 2nd term appointment to 14 November 2018 ➢ Ivor Caplan, West Midlands – extension of 4 months to 2nd term, to 31 March 2018 ➢ Vaughan Welch, West Midlands – extension of 4 months to 2nd term, to 31 March 2018 ➢ Ben Seal, West Midlands – extension of 4 months to 2nd term, to 31 GE March 2018 ➢ Stephen Burt, West Midlands – extension of 4 months to 2nd term, to 31 March 2018 18/013 Chief Executive’s Report [Trust330] The Board noted the Chief Executive’s Information Report Trust330 and the appendices which had been prepared by the Executive Directors. • The Trust’s Performance against KPIs is largely satisfactory in the circumstances. In relation to Appendix 3 Health & Safety Report, JS drew attention to the fact that unfortunately in the last week there have been 2 employee Riddor reportable injuries - manual handling and a slipping incident which are now under investigation. Pontoons in Liverpool where visitor imjuries had occurred have been addressed. In relation to Appendix 4: Operations Report JS highlighted various items in her report. In relation to Appendix 5: Asset Report SB highlighted: • the good team work and local engagement at Marple Lock Flight • progress with the winter stoppage programme • the REACTEC individual vibration monitoring equipment which is currently being trialled by the North construction team to determine the safety and operational benefits of the equipment in relation to the Hand Arm Vibration Syndrome (HAVS). 18/014 Finance Director’s Report [Trust331] SK presented her Information Report Trust331 which was noted. 18/017 AOB None. 17/088 Close Date of the next meeting – Thursday 22 March 2018 (North East – York). There being no further business, the Chair closed the meeting. Chairman Board Meeting 25 January 2018 Decision Report Trust328 Items in red confidential GOVERNANCE REPORT Gill Eastwood, Head of Governance Audit & Risk 1. PURPOSE 1.1. The purpose of this report is to draw the Trustees’ attention to various matters affecting the governance of the Trust. 2. RECOMMENDATIONS 2.1. Trustees are invited to: 2.1.1. Note the proposals to rename the Waterway Partnerships as Regional Advisory Boards (Section 3). 2.1.2. Redacted 2.1.3. Redacted 2.1.4. Redacted 2.1.5. Redacted 2.1.6. Redacted 2.1.7. Approve the appointment of Heather Clarke as a Trustee Director on the Roundhouse Birmingham’s Board of Trustees (Section 8). 2.1.8. To ratify those Partnership member appointments set out in Section 9. 3. PROPOSED CHANGES TO WATERWAY PARTNERSHIPS & TRUST RULES 3.1. In December 2017, the Trust commenced a consultation with its senior management. A key feature of the proposals is that we move away from the current 10 Waterways to 6 larger regions as this will help our management structure to better face the outside world and to engage and influence our partners effectively. Subject to the outcome of this consultation, we are also minded to change the Waterway Partnerships so that they mirror these 6 large regions – and to help the Waterway Partnerships still further the Appointments Committee has supported a proposal to change their name so that they will become known as Regional Advisory Boards. 3.2. Trustees may rest assured that this renaming does not in any way deviate from the requirement to have Waterway Partnerships as set out in the Trust’s Articles (paragraph 26.1) which states that, “The Trustees shall recommend rules to the Council for establishing a structure of advisory Waterway Partnerships by reference to particular functions or particular geographical territories to provide advice and support to the Trust’s management of those functions or territories”. 3.3. Redacted 3.4. Redacted 3.5. Redacted 3.6. Redacted 4. APPOINTMENTS COMMITTEE 4.1. Redacted 4.2. Redacted 4.3. Redacted. 4.4. Trustees may like to note Mark Penny and Alison Ward have stood down from the Appointments Committee. Mark has stepped down because his term of office as a Partnership Chair and hence as a Council member comes to an end in March. Alison stepped down because, although she is very keen to continue to support the work of the Trust she unable to give the Committee’s work the time it required. 4.5. In accordance with the Committee’s terms of reference, Council members were invited to volunteer to fill any vacancies arising. Andrew Phasey, an elected Private Boating Council member and Ian McCarthy, an elected Volunteer Council member volunteered to fill these vacancies and have therefore been duly appointed. 5. Redacted 6. Redacted 7. Redacted 8. APPOINTMENT OF DIRECTOR TO THE ROUNDHOUSE BIRMINGHAM BOARD OF TRUSTEES 8.1. Roundhouse Birmingham is a collaborative partnership between the Trust and the National Trust. The partnership has created a company limited by guarantee and registered as a charity, with a Board comprised of an equal number of individuals from both Trusts. 8.2. The departure of Ian Rogers as a Director of the Canal & River Trust leaves a vacancy. We therefore request the Board to approve the appointment of Heather Clarke as a replacement Trustee Director on the Roundhouse Birmingham’s Board of Trustees. 9. PARTNERSHIP MEMBERS Partnership Chairs 9.1. Bob Pointing, Chair North West, has resigned from the Partnership effective 28 November 2017. 9.2. Brenda Harvey, Chair North Wales & Borders, has now completed the extension to her 1st term of office and does not wish to be appointed for a 2nd term. Partnership Members 9.3. Partnership Member appointments are the responsibility of each Partnership Chair. However, appointments are subject to ratification by Trustees. Members are usually appointed for 3 years but some shorter terms of appointment are made to enable rotation 9.4. Since the November Board meeting, there have been no new appointments, two adjustments to 2nd term appointments, and four extensions to 2nd term appointments. 9.5. Graham Fisher, West Midlands, adjustment: extension of 1 year to 2nd term appointment to November 2018 Voted Inland Waterways Personality of the Year in 2005 and was chair of the Staffordshire & Worcestershire Canal Society. Graham received an MBE for services to the waterways, and has written a number of books about the inland waterways and is a boat-owning enthusiast. 9.6. Len Cresswell, West Midlands, adjustment: extension of 1 year to 2nd term appointment to 14 November 2018 Len is Director of a health and safety consultancy and borough councillor on Solihull MBC, where he is the representative on the West Midlands Metropolitan Area Canal Partnership. He was a founder member of Earlswood Lakes Partnership and has been chair for half its lifetime. In the 1960s, Len volunteered at the Stratford upon Avon Canal restoration. 9.7. Ivor Caplan, West Midlands – extension of 4 months to 2nd term, to 31 March 2018 Ivor is an IWA trustee, a member of its promotions committee and planning officer for the West Midlands. Currently he’s secretary of the BCN Society. He has been boating for 35 years of which 15 years were spent living afloat, and has held a number of positions at various waterways organisations, including chair of IWA Birmingham, company secretary of Droitwich Canals trust and chairman of the RBOA. He managed Waterways for Youth, taking it to the WoW initiative. 9.8. Vaughan Welch, West Midlands – extension of 4 months to 2nd term, to 31 March 2018 Vaughan is a retired trustee of the Inland Waterways Association, and for three years was its deputy national chairman, with a waterway restoration portfolio of more than 14 years including attendance at the All Party Parliamentary Waterways Group to represent restoration interests.
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