Board Minutes of the Directors

BOARD MINUTES OF THE DIRECTORS OF THE BRITISH ATHLETES COMMISSION LIMITED a company limited by guarantee and not having a share capital incorporated under the Companies Act 1985 Company Number: 05014388

Minutes of a meeting of the board of directors of The British Athletes Commission Limited (Company) with company number 05014388 whose registered office is at 122 Feering Hill, Feering, Colchester, Essex, CO5 9PY held at the offices of Winston & Strawn LLP, Citypoint, One Ropemaker Street, London, EC2Y 9AW on 21 March 2017 at 18:20 (Meeting).

PRESENT: NAME POSITION Victoria Aggar Chair Ian Braid Chief Executive Officer (CEO) Anna Watkins Member Director Chris Smith Independent Director (FD) Douglas Dryburgh Member Director Susannah Rodgers Member Director Rob Colmer Independent Director Jessica Boardman Winston & Strawn LLP (minute taker)

APOLOGIES FOR ABSENCE RECEIVED FROM:

Adele Stach-Kevitz Independent Director Marc Woods Member Director

CHAIRMAN AND QUORUM

Victoria Aggar was Chairperson of the Meeting.

The Chairperson noted that a quorum of the Directors was present and declared the Meeting open.

DECLARATION OF DIRECTORS’ INTERESTS

Each Director declared their interests (if any) in accordance with Section 177 of the Companies Act 2006.

APPROVAL OF PREVIOUS BOARD MINUTES

The Chairperson confirmed that the minutes of the previous board meeting held on 25 January 2017 at the offices of Winston & Strawn LLP, Citypoint, One Ropemaker Street, London, EC2Y were circulated to the Board prior to the Meeting. IT WAS RESOLVED unanimously by the Board that the minutes circulated by the Chairperson are agreed as a correct record of the meeting.

CHAIR UPDATE

The Chairperson confirmed that a letter has been circulated to every athlete and to the CEO/PDs of each sport introducing herself.

The Chairperson informed the Board that the focus of the last few months has been internal business with the CEO and Sara Heath and on building a governance plan with UK Sport.

CEO UPDATE

The CEO informed the Board that there are currently eight ongoing cases, one of which is managed by a solicitor at Winston & Strawn LLP.

The CEO advised the Board that the BBC has discovered the ongoing British Swimming investigation and have written to British Swimming at length and quoted having multiple sources of the investigation. The approach to be adopted at present is to offer no comment.

UK SPORT FUNDING AGREEMENT

The Chairperson confirmed that all Board members had read the summary document in terms of signing the Funding Agreement.

IT WAS RESOLVED unanimously by the Board that the Board approves the CEO as the accountable officer to sign the Funding Agreement. The CEO confirms a copy will be sent to the registered address.

The CEO provided the Board with a summary of the Funding Agreement. It was noted in particular that the change in the requirements for data protection mean it is no longer enough to be simply registered. The CEO advised the Board that there was work to be done in this area and confirmed a dialogue will be set up with UK Sport.

The CEO advised the Board that in addition to meeting the ongoing requirements of the Safeguarding in Sport framework the BAC will be required to continue progress in the Equality in sport framework after an agreed break because of the Rio Games – The CEO has asked for the timelines we will be required to work to.

The CEO, with the help of Anna Watkins, will revise the format of the KPI tracker for use by both the Board and UKS.

ATHLETE REPRESENTATIVE NETWORK MANAGER POST The Chairperson informed the Board that at the UKS partner review in January the Company was awarded an uplift in funding. It was agreed that this funding would be used to advertise for the new post of Athlete Representative Network Manager. The Chairperson informed the Board that we are looking for someone who is credible to both athletes and NGBs. The salary being offered is £16,000.

The Chairperson informed the Board that the Chairperson and the CEO had interviewed three potential candidates, one of which may be suitable for the role. The Chairperson stressed the importance of this role.

SAFEGUARDING UPDATE

The Chairperson confirmed that Athletes Direct has closed down.

The CEO informed the Board that Joanna Wright would be interested in helping the Company either formally or on a less formal basis as safeguarding adviser. The CEO confirmed that Joanna Wright has been given the safeguarding files to review and has been invited to attend the next Board meeting on May 22 2017.

GOVERNANCE CODE ACTION PLAN

The Chairperson informed the Board that a Board induction for new members is being introduced.

The Chairperson thanked the Board members who had completed the skills matrix, however, the Chairperson informed the Board that there were still three to be completed and requested that they be completed by 31st March.

The Chairperson informed the Board that she will be emailing each Board member an individual annual appraisal regarding their involvement with the Company.

The Board discussed the Board profiles for the Company’s website and the CEO confirmed that profiles were still outstanding.

IT WAS RESOLVED unanimously by the Board that the Board members will submit their profile and an up-to-date picture to Sara Heath by the end of the month.

The CEO informed the Board that he had reviewed the Company’s Articles of Association and has agreed with Winston Strawn that they will help in bringing the Articles up to date ahead of the Company AGM. The last review was in 2014.

IT WAS RESOLVED unanimously by the Board that the CEO will discuss the review of the Articles of Association with the Chairperson and Peter Crowther of Winston & Strawn LLP before the Board approves them in the September AGM.

KPI REVIEW The CEO provided the Board with an overview of the KPI Tracker and invited questions from the Board. The Board were asked to focus on the text in red as that indicated change since the last update for the January Board.

The Chairperson expressed concern that a more formal agreement is not in place between the Company and Winston & Strawn LLP.

IT WAS RESOLVED unanimously by the Board that the CEO would speak to Peter Crowther of Winston & Strawn LLP about establishing a more formal agreement.

IT WAS RESOLVED That the CEO and Anna Watkins would work on the structure of the KPI tracker and, once formatted, the CEO and Rob Colmer agreed to work on KPI 5.

RISK REGISTER

The CEO provided the Board with a copy of the current risk register and highlighted the main ones for discussion.

Susannah Rodgers noted the importance of engaging with the five new sports coming to the Tokyo Olympic/Paralympic Games.

IT WAS RESOLVED unanimously by the Board that the risk register will continue to be submitted in its entirety but that only the “red” (main) and “amber” (significant) risks will be highlighted for discussion.

IT WAS RESOLVED unanimously by the Board that Rob Colmer will use his expertise in the area to assist the CEO in strengthening the BAC’s presence with media and stakeholders.

AAG TERMS OF REFERENCE

12.1 The Chairperson invited the Board to discuss the purpose of the AAG and where it fits in the Company’s structure.

12.2 The Board discussed the AAG and how it serves a twofold purpose: first, in providing good governance (and a duty of care) because the AAG provides member focused opinions, inputs and reflections on matters the Board may not have the time to address. Second, the CEO also advised the Board that he foresees a role for the individual members of the AAG representing the Company at events such as conferences and as independent observers on NGBs’ selection panels.

12.3 Susannah Rodgers informed the Board that the current AAG members all expressed an interest in continuing with the AAG.

IT WAS RESOLVED unanimously by the Board that the AAG will be retained.

12.4 The Board discussed the lack of representation for winter sports and Paralympic sports on the AAG. Susannah Rodgers sought the input of the Board regarding widening the AAG to 15 members and making the membership more diverse. The Board were advised by the CEO that he has shared a “long list” of potential new AAG members with the Chairperson and Susannah. The Board discussed the next steps for potentially recruiting more members.

IT WAS RESOLVED unanimously by the Board that the AAG membership should be expanded and that this could be achieved by advertising to the relevant stakeholder groups and liaising with the Performance Lifestyle. Progress in recruiting and reforming the AAG will be an agenda item on the July board meeting.

FINANCE UPDATE

The Finance Director provided an update on the current financials of the company. He also stated that the company is currently retaining a small surplus that should be used prudently to give a balanced budget at the end of the funding year. A discussion took place on potential ways to spend the surplus.

IT WAS RESOLVED unanimously by the Board that the surplus will be spent on hardware for the Company to support the AR Network Manager and potentially NED training to comply with the Code of Governance. The Chairperson and the Finance Director will confirm the cost of each.

The Finance Director informed the Board that an outline Forecast Budget has been submitted to UK Sport at their request. However, the Board was advised that the precise allocation of the overall income can be subject to change with Board approval and that historic reporting may change to more accurately reflect expenditure following suggestions sent to the Chairperson and FD by the CEO.

IT WAS RESOLVED unanimously by the Board that any outstanding Board expenses need to be submitted to the Finance Director by the end of the week.

OTHER BUSINESS

The Board discussed the Comms Reports and the possibility of media training for the whole Board, or at the very least for the CEO, Chairperson and Susannah Rodgers as Chairperson for AAG.

IT WAS RESOLVED unanimously by the Board that Rob Colmer will enquire about media training and send the potential costs to the Finance Director.

CLOSURE OF MEETING

There being no other business, the Chairperson declared the Meeting closed.

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