Board Meeting Minutes Meeting: Board of Scottish Canals Date and Time: 23rd April 2020 at 10.00am Venue: Video Conference Present: Andrew Thin Chair Rob McGregor Board Member David Middleton Board Member Carolyn Sawers Board Member Catherine Topley Chief Executive Michelle Wailes Board Member In attendance: David Blair Director of Policy and Governance Lindsey McNeill Director of Corporate Services Richard Millar Director of Infrastructure and Operations Nicola Christie Head of Legal Services – Secretary to the Board Jeanette Roberts Head of Health & Safety (item 11 only) Josie Saunders Head of Corporate Affairs Cath Mitchell Executive Assistant Wendy Nicol Canals Policy, Scottish Government (Item 7 onwards) Apologies: Martin Ritchie Head of Ports, Shipping, Freight & Canals, Scottish Government Item Topic Action By / When 1. Welcome and Apologies 1.1. The Chair welcomed everyone to the meeting. 1.2. The Chair commended the commitment of the Executive Management team and Scottish Canals staff to address the challenges of the covid-19 lockdown whilst delivering on key business issues. 1.3. The Chair proposed that the comprehensive written reports for each agenda item be taken as read and that the meeting focus on matters requiring a Board decision. 2. Declaration of Interests 1.2 As required by the Ethical Standards in Public Life etc. Act 2000, Board Members are asked at all meetings to highlight any declarations of interest which may give rise to any conflict with any items on the agenda. 2.2 There were no declarations of interest. 3. Approval of Previous Minutes 3.1. The Board considered and approved the draft minutes of the Board meeting held on 12 March 2020. Page 1 of 11 www.scottishcanals.co.uk A01263-01-02 Board Meeting Minutes Item Topic Action By / When 3.2. The Board ratified the minutes of the urgent board decision taken by phone and email on 21 and 22 March 2020 in response to the covid-19 outbreak recommending the closure of all non- essential operations for an undefined period pending further advice from the Scottish Government. 4. Matters Arising and Review of Previous Actions 4.1 Scottish Canals maintains an action log of all key decisions and actions arising from the Board meetings. This ensures that requests can be actioned in a timely fashion by the correct individual. The Board agreed that the following actions should be closed having been satisfactorily discharged: 4.1.1 The ARC Chair to report to the March Board following a scheduled meeting with the current co-opted member. 4.1.2 The Board to be updated at its meeting in March 2020 regarding progress to address the current Health & Safety resource issue. 4.1.3 The Board to review the Business Plan 2020/21 at the Board meeting on 12 March 2020. 4.1.4 A progress update on the transition to SG budgeting and new accounting treatment to be reported to the Board at its meeting on 12 March 2020. 4.1.5 Clarification of any impact on the accounting treatment of the outstanding debt arising from the lease of the Canal-side holiday cottage portfolio as a result of the SG transition project to be reported to the Board. 4.1.6 A project options review for the Barr’s Community Hub project at Lock 16 on the Forth & Clyde canal to be reported to the Board at the Board meeting on 12 March 2020. 4.1.7 A project options review for phase one of the Carse Outdoor Hub development, renamed the Treehouse, to be reported to the Board meeting on 12 March 2020. 4.1.8 The Cabinet Secretary to approve the finalised Corporate Plan 2020/23 prior to the Scottish Canals Board meeting on 12 March 2020. 4.1.9 Scottish Canals’ to publish its Board Papers on its website from the commencement of the financial year 2020/21. 4.1.10 The Board to be advised on the highlighted discrepancy between the UK Great Travel Company bad debt provision and that reported in the Administrator’s plan. 4.1.11 The Board to be consulted on Board meeting locations well in advance of Board meetings 4.2 The Board noted that reporting on progress of the following remaining outstanding actions was included in various agenda items to be discussed during the meeting, and the report on Page 2 of 11 www.scottishcanals.co.uk A01263-01-02 Board Meeting Minutes Item Topic Action By / When actions from previous meetings would be updated to reflect these discussions: 4.2.1 The Corporate Risk Register to be reviewed further at the next Board meeting. 4.2.2 The Board to be updated on the review of the current Corporate and Operational Governance arrangements at the Board meeting in April 2020. 4.2.3 The quarterly Business Report to include additional narrative on red KPIs and high risk assets. 4.2.4 The Board to be advised of any adjustment to the anticipated year end surplus as part of the current monthly budget reporting to the Board. 4.2.5 The Executive Management Team to actively progress options to facilitate canal access to the local community in the vicinity of Boroughmuir High School on the Union Canal this financial year and update the Board on progress in the Q4 Estates, Commercial and Operations Report. 4.2.6 A review of the longer-term options for the portfolio of holiday cottages and boats progress to be reported to the Board in the Q4 Estates, Commercial and Operations Report. 4.2.7 The Board to be updated on progress to deliver the Scottish Canals Health & Safety Action Plan 2019/20 at the next Board meeting. 4.2.8 The Business Plan 2020/21 and high-level operating Budget 2020/21 to be reported to the next Board meeting. 4.2.9 A report on the year end financial position as agreed with Scottish Government to be reported to the next Board meeting. 4.2.10 An update on the review of financial skills and competencies to support Scottish Canals as a NDPB to be reported to the next Board meeting. 4.2.11 The potential future litigation issue with HMRC regarding their assessment of Scottish Canals’ VAT recovery position to be added to Scottish Canals’ Corporate Risk Register. 4.2.12 The Board and SG to be kept updated on progress of the VAT assessment issue with HMRC. 4.2.13 An update on the Sighthill Enterprise Wharf to be reported to the next Board meeting. 5 Audit & Risk Committee Chair Report and (i) ARC Minutes 26-03- 2020 draft 5.1 The Board noted the focused written report from the ARC Chair together with the draft minutes of the ARC meeting held on 26 March 2020 informing the Board on issues considered by the Page 3 of 11 www.scottishcanals.co.uk A01263-01-02 Board Meeting Minutes Item Topic Action By / When ARC. (ii) Internal Audit Plan 2020/21 5.2 The Board considered the content and expected outputs of the draft Internal Audit Plan 2020/21. The Board noted that the plan would be kept under review as some of the audits included in the current plan may be superseded by other areas of higher risk due to covid-19. Following the recommendation of the ARC, the Board approved the Internal Audit Plan 2020/21. (iii) Amended Internal Audit Plan 2019/20 5.3 The Board ratified an amendment to the Internal Audit Plan 2019/20, as recommended by the ARC, to include a review of financial planning. (iv) Complaints Handling Procedure 5.4 The Board approved the recommendation of the ARC to adopt the two part model complaints handling procedure in line with the model Complaints Handling Procedure as published by the Scottish Public Services Ombudsman for implementation by Scottish Canals in its entirety. 5.5 The Board noted that a link to the Unacceptable Behaviour policy would be included within the procedures and that the Corporate Affairs team would convert the draft documentation into a user friendly, Scottish Canals branded document prior to publication on the web-site. ACTIONS: a) A link to the Unacceptable Behaviour policy to be included in the Complaints Handling Procedures. Head of Legal b) The Complaints Handling Procedures to be converted into a Services/Head of user friendly, Scottish Canals branded document prior to Corporate Affairs publication on the web-site. 6 Business Continuity 6.1 The Board acknowledged the significant impact of covid-19 on the day-to-day operations and delivery of Scottish Canals. The Board reviewed and confirmed their satisfaction with the approach the Executive Management Team have taken and the ongoing response to covid-19, including amended approval processes, as summarised in the Board report. The Board noted that prudent, cautious planning regarding people, operational and financial issues was in place, with regular discussions and sharing of this with Transport Scotland. 7 Business Plan 2020/21 and Budget 2020/21 7.1 The Board noted that, given the rapid pace of change due to the impact of covid-19 and the current shutdown of all activity across the canal network, the initial content and format of the Operational Business Plan 2020/21 had been simplified to track revised activities against original stated aims. Page 4 of 11 www.scottishcanals.co.uk A01263-01-02 Board Meeting Minutes Item Topic Action By / When 7.2 The Board considered the revised Operational Business Plan 2020/21 supported by the initial detailed Budget plan and a covid-19 impact assessment. The Board was assured by the implementation of a thorough Budget planning process, demonstrated by the robust management of Budget allocations and supported by a budget holders training programme.