Minutes 1 DAVID MACBRAYNE LIMITED MINUTES OF BOARD MEETING HELD IN THE FERRY TERMINAL BUILDING AT GOUROCK, ON WEDNESDAY 18 APRIL 2012 ____________________________________________________________________________________ Present Mr P K Timms (Chairman) Mr D C McGibbon Mr I Gillies Mr L B MacLeod Mr N L Quirk Ms P Stark Mr C A Robertson Mr A M Lynch Mr G A Taylor In attendance: Mr R D Hadfield, Scottish Government (Assessor) Mr G Robertson, Interim Managing Director, CalMac Ferries Ltd Mr W S M Davidson, Managing Director, NorthLink Ferries Ltd Mrs W Allardes, Managing Director, David MacBrayne HR (UK) Ltd Mr C P Paterson (Board Administrator) Apologies: Mr D H Cannon, Group Public Affairs Manager ____________________________________________________________________________________ 1. PRELIMINARIES 1.1 Welcome and Apologies for absence Apologies were offered for the absence of Mr D H Cannon, Group Public Affairs Manager. 1.2 Declarations of interest There were no further declarations of interest, other than those previously made and known to all Directors. 2. MINUTES/MATTERS ARISING 2.1 Minutes of previous meeting Action Point 3 Mr Timms noted that the paper on the matter of Board Meeting quorums previously exhibited had been agreed in principle but not circulated due to the uncertainty of the appointment dates of the replacement Non-executive directors, which may not now return the board to its full complement until possibly September. Mr Hadfield noted that the Minister was aware that the tenure of two Non-Executives, Mr Gillies and Mr MacLeod was due to complete at the end of April and that the Chairman’s tenure completed at the end of July. He further noted that the selection process for appointing a new Chairman and Non-Executive Directors had again been delayed. Mr Timms noted that the reduced number of Non-Executive Directors put an additional workload on the remaining Non-Executive Directors. While Committee business could be postponed, Mr Timms noted, matters such as the Northern Isles Bid, the Group Financial Year End, and the induction process for new Directors all had to be addressed. The Board noted that in respect of Committee Membership, the remaining Non-Executives should arrange to attend all further Committee meetings. It was requested that the re-scheduled dates of the Committee meetings be circulated. Mr Paterson agreed to provide this. Action 1: Mr Paterson Post meeting note: Mr Paterson circulated a note of the re-scheduled Committee Meeting dates. David MacBrayne/Board/18 April 2012 Minutes 2 The Minutes of the Board Meeting held on 18 January 2012 were approved. 2.2 Minutes of the Special Board Meeting held on 23 February 2012 The Minutes of the Special Board Meeting held on 23 February 2012 were approved. 3. BOARD APPOINTMENTS 3.1 Approve appointment of Group Finance Director to Company Boards (p1-2) Mr C A Robertson presented his paper on the Appointment of new Board Members. He noted that Scottish Ministers had approved the appointment of Mr R L Drummond to the Board: he asked the Board to approve this together with his appointment to the Boards of Group subsidiaries CalMac Ferries Ltd, NorthLink Ferries Ltd, and David MacBrayne HR (UK) Ltd. He further asked the Board to approve the appointment of Mrs J I Beckett to the Board of Argyll Ferries Ltd. The Board approved the appointment of Mr R L Drummond to the Boards of David MacBrayne Ltd, CalMac Ferries Ltd, NorthLink Ferries Ltd, and David MacBrayne HR (UK) Ltd, and Mrs J I Beckett to the Board of Argyll Ferries Ltd. The Board also noted the retirement of Mr A M Lynch from the Boards of David MacBrayne Ltd, CalMac Ferries Ltd, NorthLink Ferries Ltd, David MacBrayne HR (UK) Ltd, Argyll Ferries Ltd, Cowal Ferries Ltd and Rathlin Ferries Ltd. 3.2 Mr McGibbon’s extended term of appointment (verbal) Although a letter from Ministers had not yet been issued, the Board noted that Mr McGibbon’s term of appointment is being extended from 1 May 2012 until 31 October 2012. 4. CHAIRMAN’S REMARKS Mr Timms noted that the Group had not yet received formal confirmation of the recent approved fares rises from Ministers. Mr Hadfield agreed to ensure that confirmation was issued. [FOISA Status - Exemption under Section 30 (Prejudice to Effective Conduct of Public Affairs)] 5. APPROVALS/POLICY MATTERS 5.1 Policy proposals for discussion with the Cabinet Secretary for Infrastructure and Capital Investment (tabled) Mr C A Robertson introduced the matter, observing that there were two key points to note within the letter to be sent to the Minister; 1) What the message is about the direction of the Group that the Board wishes to send to the Minister, and 2) How to succeed with delivering the business propositions. The Board indicated broad agreement with the views expressed within the letter to the Minister. Mr C A Robertson introduced a presentation, which would be made during a Group Strategy Discussion arranged with the Cabinet Secretary for Infrastructure and Capital Investment, Mr Alex Neil, MSP, on 26 April 2012. He highlighted Scotland’s National Objectives, as promoted by the Scottish Government, and indicated that David MacBrayne Ltd (DML) contributed to them. These were entitled ‘Wealthier and Fairer’ reflecting the enablement of businesses and people to increase their wealth and where more people would share that; ‘Safer and Stronger’ helping local communities to flourish, becoming stronger safer places to live, offering improved opportunities and a better quality of life; ‘Smarter’ expanding opportunities for Scots to succeed from nurture through to life-long learning ensuring higher and more widely shared achievements; ‘Greener’ improving Scotland’s natural and built environment and the sustainable use and enjoyment of it; and ‘Healthier’ helping people to sustain and improve their health, especially in disadvantaged communities, ensuring better local and faster access to health care. David MacBrayne/Board/18 April 2012 Minutes 3 Examining one aspect of Mr Robertson’s presentation, the Board discussed the potential of the Renewables Industry prospective opportunity and discussed future Renewables Projects in Scotland, recognising that this could interest the Minister as he is well informed about such projects. It was also noted that carriage of freight to the Northern Isles had increased as it was thought to be recognised by the Oil and Gas Industry that it was cheaper to move freight by ferry and road rather than on Platform Support vessels from Aberdeen. Mr W S M Davidson presented the topic of Opportunities with Partners. The Board noted the ideas put forward by Mr Davidson. Sounding a slightly cautionary note about the potential effect on communities, the Board suggested that these opportunities could be explored with the emphasis on local partnerships. Mr R Hadfield noted that the Minister would welcome the support for local business. It was noted that the intention was to explore these concepts with the Minister in order to engage his enthusiasm and support. In summary of all of the foregoing, Mr Robertson highlighted the four key aspects that DML would be seeking Shareholder support for. These were DML continuing to core business efforts, to retain Transport Scotland ferry contracts and improve services; Developing DML’s business while contributing to the ‘Wealthier and Fairer’, ‘Safer and Stronger’ and ‘Smarter’ Objectives; Developing DML’s business to assure the sustainability of the Group and maintenance of Shareholder value; and to Create a new dividend stream (to offset subsidies). [FOISA Status - Exemption under Section 30 (Prejudice to Effective Conduct of Public Affairs)] The Board approved the contents of the letter to be sent to the Minister. 5.2 David MacBrayne Ltd and David MacBrayne HR (UK) Ltd budgets 2012/13 (p3-9) [FOISA Status - Exemption under Section 33 (Commercial Interests and the Economy)] The Board approved the David MacBrayne Ltd and David MacBrayne HR (UK) Ltd budgets 2012/2013. 5.3 Approve Mr R L Drummond as Bank signatory (p10) The Board approved Mr R L Drummond as a Bank signatory. 6. GROUP REPORTS 6.1 Chief Executive (p11-16) Mr C A Robertson presented his report. Referring to 1.2(i) he noted that Argyll Ferries was performing well and expressed his appreciation of the efforts made to improve technical reliability. He also noted in 2.2(iv) that Terms of reference were being drawn up between the Cabinet Secretary for Infrastructure and Capital Investment and the Dunoon Ferry Users Group, for the purposes of conducting a review into the feasibility of restoring a passenger and vehicle ferry service between Gourock and Dunoon. [FOISA Status - Exemption under Section 30 (Prejudice to Effective Conduct of Public Affairs)]. 1.4(ii); Mr C A Robertson noted that the expenditure of £300,000 on legal services on an annual basis led to the decision to seek tenders. 2.1(iii); Mr C A Robertson confirmed that there had still not been a response from Transport for London. [FOISA Status - Exemption under Section 30 (Prejudice to Effective Conduct of Public Affairs)]. The Board noted the Chief Executive’s report. David MacBrayne/Board/18 April 2012 Minutes 4 6.2 Group Finance Director (p17-22) Mr R L Drummond presented his report. The Board noted the Group Finance Director’s report. 6.3 Group Technical Director (p23-25) Mr Taylor presented his report. In respect of the Improved Vessel Maintenance Strategy, Mr Taylor noted that a Project Initiation Document had been completed, which allowed the ICT Dept to examine the creation of a maintenance module reporting system. [FOISA Status - Exemption under Section 30 (Prejudice to Effective Conduct of Public Affairs)]. The Board noted the Group Technical Director’s report. 6.4 David MacBrayne HR (UK) Ltd (p26-28) Mrs Allardes presented her report.