MEETING OF THE BOARD OF TRUSTEES Minutes of a meeting of the Board of Trustees (the Trustees) of Canal & River Trust (the Trust) held on Tuesday 22 November 2016 at 8.30am at Holiday Inn London Stratford City, 10a Chestnut Plaza, Westfield, Stratford City, London, E20 1G Present Allan Leighton, Chair Lynne Berry, Trustee and Deputy Chair Jane Cotton, Trustee John Dodwell, Trustee Frances Done, Trustee Nigel Annett, Trustee Jenny Abramsky, Trustee Janet Hogben, Trustee Tim Reeve, Trustee Ben Gordon, Trustee In attendance Richard Parry, Chief Executive Stuart Mills, Director Sandra Kelly, Director Sophie Castell, Director Heather Clarke, Director Ian Rogers, Director Julie Sharman, Director Simon Bamford, Director Gill Eastwood (minute taker) Darren Leftley, Head of Commercial Water Development 16/186 APOLOGIES No apologies were received. 16/187 CHAIR’S WELCOME AND REMARKS The Chair welcomed all attendees to the meeting. 16/188 REGISTER OF INTERESTS AND DECLARATION OF INTERESTS IN ANY MATTER ON THE AGENDA The attendees declared interests and set out in Report CRT224. redacted 16/189 MINUTES AND SCHEDULE OF ACTIONS The minutes of the following meeting were approved: • Board of Trustees, Friday 23 September 2016 Summary of actions arising from Board Meetings All matters arising were in hand or on the agenda. 16/190 redacted 16/191 redacted 16/192 redacted 16/193 redacted 16/194 redacted 16/195 redacted 16/196 redacted 16/197 GOVERNANCE REPORT GE presented paper CRT232 which drew attention to various matters of Governance. Revisions to the Scheme of Delegation were reported as having been actioned and the Fundraising Committee has been deleted. Trustees agreed to add paragraph 13t to the Scheme of Delegation, thereby reserving the following as a matter for the Board: “Authorise persons to act as representatives of the Trustees of the Trust for the purposes of giving 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).” redacted The Board appointed JH as the Trustees’ representative on the Waterway Ombudsman Committee The Board ratified the following appointments: • Samantha Worrall as a member of the Kennet and Avon Waterway Partnership (3 years until 7 December 2019) • Jenny Ballinger as a member of the South East Waterway Partnership (3 years until 19 September 2019) • Richard Atkinson to serve a second term of 3 years as a member of the North West Waterway Partnership (to 14 November 2019) • Peter Rowlinson to serve a second term of 3 years as a member of the North West Waterway Partnership (to 14 November 2019) • Robert Moreland to serve a second term extension of 18 months (to 1 April 2018) • Phil Hughes to serve a second term extension of 18 months (to 1 April 2018). 16/198 redacted 16/199 FORWARD PLAN RP presented paper CRT233 which sets out the Forward plan for the next few meetings of the Board and the Council. 16/200 CHIEF EXECUTIVE’S REPORT RP presented paper CRT234 and the Director information reports which appeared as attachments. redacted 16/201 redacted 16/202 redacted 16/203 redacted 16/204 redacted 16/205 redacted 16/206 redacted 16/207 redacted 16/208 BOARD COMMITTEES redacted 16/209 redacted ----------------------- Chairman Board Meeting 22 November 2016 Decision Report CRT232 Text in red confidential GOVERNANCE REPORT Author: Gill Eastwood Head of Governance Audit & Risk 1. INTRODUCTION 1.1 The purpose of this report is to draw the Trustees’ attention to various matters affecting the governance of the Trust and to ask for Trustee approval in relation to authorisations. 2. SCHEME OF DELEGATION 2.1 The revisions to the Scheme of Delegation reported at the September Board have now been actioned, as have the associated amendments to the Board Committees’ Terms of Reference. The Fundraising Committee has been deleted. All revised documents have now been loaded onto Diligent Board, and published on the Trust’s website. We have emailed revised Terms of Reference to the Committee Chairs. 3. AUTHORISATIONS TO ACT AS REPRESENTATIVES OF THE TRUST 3.1 In making the amendments to the Scheme of Delegation noted in paragraph 2, the Head of Legal spotted a further omission from the Scheme of Delegation which we have already corrected by adding the following as a reserved matter for the Board to the revised Scheme (new paragraph 13t): “Authorise persons to act as representatives of the Trustees of the Trust for the purposes of giving 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).” 3.2 The Board is asked to approve this change and to further approve the resolution which sets out the list of staff so authorised attached as Appendix 1. 4. AUTHORISATION OF PERSONS WHO MAY AUTHENTICATE APPLICATION OF THE COMPANY SEAL OF THE TRUST 4.1 The Scheme of Delegation (paragraph 13j) has, as a reserved matter for the Board of Trustees, the authority to authorise persons to authenticate application of the company seal of the Trust. The current authorisations are out of date. 4.2 The Board resolution attached as Appendix 1 also enables the Trust to update the required revisions to the sealing arrangements which were approved by the Board at the 24 September 2015 meeting. 5. Redacted 6. WATERWAY OMBUDSMAN COMMITTEE 6.1 Based on discussions with the Chair and other Trustees following Tom Franklin’s resignation, Trustees are asked to confirm that they wish to appoint Janet Hogben as the Trustees’ representative on the Waterway Ombudsman Committee 7. TRUSTEE RECRUITMENT 7.1 At the September Council meeting, Allan Leighton proposed that Nigel Annett, Jenny Abramsky, Janet Hogben and Tim Reeve be appointed as Trustees on the recommendation of the Appointments Committee. These appointments were unanimously agreed. 8. WATERWAY PARTNERSHIPS 8.1 Central Shires. The Partnership held its last meeting on 23 September 2016 and has now closed. At the September Council meeting, Lynne Berry thanked Charlotte Atkins, Chair, and the members of the Partnership for the extraordinary work carried out over the last four years. 9. PARTNERSHIP MEMBERS 9.1 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 being made to enable rotation. Members may serve a maximum of 6 years. 9.2 Since the September Board meeting, there have been 2 new appointments, and 4 2nd term renewals which now require ratification by Trustees, and these are listed below with a short biography. 9.3 East Midlands, North West, South East and South Wales & Severn are all actively looking for new members to join the Partnerships. 9.4 Appendix 8 sets out the number of Partnership members, their remaining terms of office, and the number serving a second term. Appointments to fill casual vacancies. 9.5 The following appointments are to fill casual vacancies: 9.5.1 Kennet & Avon Samantha Worrall, 3 years to 7 December 2019 Sam lives on her boat on the Kennet & Avon Canal and works for Julian House, a charity offering direct support to the socially excluded, as gypsy, traveller and boater outreach and engagement officer. 9.5.2 South East Jenny Ballinger, 3 years to 19 September 2019 Jenny is a former live-aboard boater having spent 17 years afloat. She has retained her passion and enthusiasm for the history, architecture and environment of canals and rivers and currently lives canal-side in a village along the Oxford Canal. She has a professional background in heritage, with specific interests in buildings, landscapes and industrial archaeology. She works for local government in a Design and Conservation Team, advising on schemes which affect heritage assets, and is in the process of undertaking an MSc in Spatial Planning. Second Term Renewals/Extensions. 9.6.1 North West Richard Atkinson, 2nd term, 3 years to 14 November 2019 Richard is head of the waterways and environment department for British Canoeing (BC), having previously worked for the Environment Agency as Recreation Officer and Regional Principal Officer for Recreation and Fisheries. He is qualified in ecology and management of the natural environment as well as in fisheries management. Richard has experience in welcoming volunteers into British Canoeing. He is on the Canal & River Trust/BC National Group bringing together a national Canoeing Development Plan. Richard is also a CRT Council member. Peter Rowlinson, 2nd term, 3 years to 14 November 2019 Peter has a long history of involvement with the canals in the North West. As a qualified town planner and Deputy Director of Planning and Regeneration for Wigan Council, and Director of Planning and Economy at Rochdale, he was proactively involved in regeneration schemes around waterways. He is now a trustee of two other charities, the director of a community centre, has his own planning and heritage consultancy and on a voluntary basis leads on a number of high-profile heritage initiatives close to the canal network. 9.6.2 South Wales & Severn Robert Moreland, 2nd term extension of 18 months to 1 April 2018 Robert is a former MEP and Gloucester City Councillor, a member of the Cotswolds Canal Trust, Herefordshire & Gloucestershire Canal Trust, and Friends of Gloucester Waterways Museum.