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TRUSTEES MEETING 23Rd January 2014 TRUSTEES MEETING 23rd January 2014 – 09.00 am to 4.00 pm At RAF Club, 128 Piccadilly, London W1J 7PY AGENDA 0900-1200 Strategy development/ review (notes to follow) Richard Parry / Heather Clarke 1200 Business Plan Update [CRT68] Richard Parry / Philip Ridal 1230 LUNCH 1245 Communication strategy – presentation by Simon Salem Champollion 1330 Board meeting start 1. Apologies for absence 2. Minutes of meeting on 21st November 2013 3. Declaration of interests in any matters on Agenda 4. Matters arising Decision Papers 5. Health & Safety Annual Review [CRT69] Vince Moran 6. Pension Fund update [CRT70] Philip Ridal 7. Company Seal and Certificates [CRT71] Philip Ridal 8. Chief Executive’s Report [CRT72] Richard Parry Appendix 1: KPI Report Appendix 2: Operations & Technical Appendix 3: Finance Appendix 4: Property Appendix 5: Marketing and Communications Appendix 6: Volunteering Appendix 7: Fundraising Appendix 8: HR Report Appendix 9: Partnership Progress 9. Board Committees To note the Minutes of the Investment Committee meeting on 14th January 10. Any Other Business 11. Next Meeting – 23rd March – Cardiff MEETING OF THE BOARD OF TRUSTEES Minutes of a meeting of the Board of Trustees (the Trustees) of Canal & River Trust (the Trust or CRT) held at RAF Club, 128 Piccadilly, London W1J 7PY on Thursday 23rd January 2014 at 13:25. Trustees: Tony Hales Chairman Jane Cotton John Bridgeman John Dodwell Frances Done Tom Franklin Lynne Berry Simon Thurley Steve Shine Manish Chande Executive Directors: Richard Parry Chief Executive Stuart Mills Property Director Vince Moran Operations Director Philip Ridal Finance Director Simon Salem Marketing & Fundraising Director Secretary of the Meeting: Mark Devin Prism Cosec Action 14/001 CHAIRMAN’S WELCOME The Chairman welcomed all those present. 14/002 DECLARATION OF INTERESTS IN ANY MATTERS ON THE AGENDA No interests were declared by individual Trustees other than, in considering agenda item 14/005, the Trustees noted the following interests: i. John Bridgeman, Jane Cotton and Stuart Mills are Employer Nominated Trustees of the WPF; and ii. Philip Ridal, Simon Salem, Stuart Mills and Vince Moran are members of the pension scheme. In addition, with reference to agenda item 14/008, Manish Chande declared an interest in relation to the business of the meeting of the Investment Committee held on 14th January 2014 due to the involvement of Commercially confidential information removed 14/003 MINUTES -1 - CRT Trustee Minutes – 23 January 2014 The minutes of the meeting held on Thursday 21st November 2013 were approved. Matters arising: Public and Personal Benefit (minute 13/079) Mr Parry undertook to liaise with Jackie Lewis and report to the Trustees at a future date, with reference to the development of guidelines, based upon the principles articulated in the paper presented by the Corporate Services Director, tailored to the range of different activities undertaken by the Trust. RP Risk dartboard/public safety (minute 13/082) Mr Parry would liaise with the Audit Committee with regard to the inclusion of public safety in future iterations of the risk dartboard. RP BWML (minute 13/082) Mr Ridal confirmed that an overview of BWML’s business plan would be presented at the next Trustee meeting on Thursday 27th March 2014. PR Commercially confidential information removed 14/004 HEALTH & SAFETY ANNUAL REVIEW (CRT 69) Mr Moran presented a report summarising the annual performance on all aspects of health and safety and setting out a series of recommendations to be considered by the Trustees. Asset management/principal risks: It was noted that the rate of change of improvement in the condition of principal assets in the worst condition grades had slowed in recent years as the challenge of sustaining the improvements gained had mounted, with funding tight. It was agreed that efforts to reduce risk in relation to principal assets in the worst grade conditions should be maintained. VM Non-principal assets: Condition data gathered in relation to, inter alia, waterway walls and towpaths, indicated that information about the extent of defects had increased,. It was agreed that plans should be produced to reduce this risk over the next five years by targeting investment on non-principal assets categorised in the worst grade, recognising the limit on overall funding availability. VM Visitor safety: Mr Moran explained that the key challenge in achieving a further reduction in the level of public injuries as proportion of reported incidents was to achieve a balance between public safety and open access to the historic infrastructure. It was acknowledged that there was a need to review the processes required to deliver this policy and that further work was required potentially using the Pontcysyllte Aqueduct as a test case. It was agreed that consideration be given to reducing the percentage of public injuries attributable to infrastructure faults to 5% of reported incidents by 2015/16. VM Employee safety: Noting that a large proportion of lost time injuries were rooted in individual behaviours, it was agreed to revitalise the Behavioural Safety Improvement Programme during 2014/15 with a plan to be finalised over the next VM - 2 - CRT Trustee Minutes – 23 January 2014 three to five months. Volunteer safety: increased numbers of volunteers with an associated growth in the number of tasks undertaken inevitably increased the safety risks to be managed. It was agreed that a review be undertaken to ensure that volunteer safety processes are proportionate to the risks involved. VM Contractor safety: it was noted that a review was currently underway of the management arrangements for contractors. This was due for completion in April 2014. It was agreed that the current policy of using framework and national contracts enabled good safety performance. KPIs: it was noted that the disparate range of activities undertaken by the Trust inevitably meant that a range of KPIs were in place to focus management performance of health and safety. However, it was acknowledged that only the headline measures of performance should be reported to the Trustees. Accordingly, it was agreed that two KPIs be reported to the Trustees going forward. First, RIDDOR accident frequency rates together with the inclusion of volunteer statistics and, second, the proportion of public injuries directly associated with infrastructure condition. VM 14/005 PENSION FUND UPDATE (CRT70) Commercially confidential information removed PR 14/006 COMPANY SEAL AND CERTIFICATE (CRT71) Mr Ridal presented a short paper updating the delegation arrangements set out in a memorandum to the Trustees dated 19th November 2013 by the Corporate Services Director to enable the same members who are authorised to use the Common Seal of the Company also to authorise certain documents in compliance with Sections 117 to 126 of the Charities Act 2011. Following a short discussion, it was resolved that: i. The persons listed below be and are hereby authorised to affix the Common Seal of the Trust to any document for the purpose of its execution (as a deed or otherwise) on behalf of the Trust. The application of the Seal to a document shall be sufficiently authenticated by any one person so authorised countersigning the document at the place where the Seal is usually affixed; and ii. The persons listed below be and are hereby authorised to act as representatives of the Trustees of the Trust for the purposes of giving - 3 - CRT Trustee Minutes – 23 January 2014 such certificates as are required to be given by the Trustees under the provisions of Part 7 (Charity Land) of the Charities Act 2011 for the proper disposition by or in favour of the Trust of land held by it or to be held by it (in either case whether or not as a trustee). List of authorised persons: Names removed 14/007 CHIEF EXECUTIVE’S REPORT (CRT 72) Richard Parry presented his written report, which incorporated the individual Director reports as appendices to the main report. The following issues were highlighted: KPI Report: Mr Parry noted that there were two additional measures flagged ‘red’ in relation to (i) Commercially confidential information removed and (ii) car/mileage emissions, which were unlikely to meet the year-end target. KPI’s designated ‘red’ at the meeting in November 2013 (Friends recruitment and employee injuries) had continued to fall short of target. Operations and Technical: Mr Moran’s report was received and its contents noted. Finance: Overall financial performance had been strong. Commercially confidential information removed A contingency had been released to enable an additional £3m to be committed to the waterways and a further £500k to off-side vegetation during the remaining winter months. Commercially confidential information removed It was noted that the Managing Director of BWML, had served notice of his intention to retire effective from 31 August 2014. Mr Ridal would update the Trustees in March on the process to recruit Mr Newton’s successor. PR (Mr Thurley left the meeting at 14:30) Property: Mr Mills presented his paper and requested the following approvals: i. In relation to the appointment of Partners Capital LLP (Partners) to advise the Trust in relation to non-property investment, Partners had requested that five executives be designated as approved signatories. It was resolved that Richard Parry, Stuart Mills, Philip Ridal, Jackie Lewis, SM and Quentin Pickford be so designated; and ii. Following the resignation of Vicky Jacob, Finance Manager, effective April 2014, it was resolved that Angela Everett be appointed as an alternate director to Quentin Pickford on the board of H20 Urban (No 2) LLP in place of Ms Jacob. SM Replying to a question from Mr Hales, Mr Mills explained that he was still trying to SM - 4 - CRT Trustee Minutes – 23 January 2014 agree a date Commercially confidential information removed for a meeting to determine Commercially confidential information removed appetite for the freight project discussed at the Trustee meeting on 21st November 2013 (minute 13/074 refers).
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