MEETING OF THE BOARD OF TRUSTEES Items in red are confidential Minutes of a meeting of the Board of Trustees (the Trustees) of Canal & River Trust (the Trust) held on Thursday 18 July 2019 – 08.00 a.m. to 1.00 p.m at the Loxley Suite Hilton Sheffield, Victoria Quays, Sheffield, S4 7YA Present Allan Leighton, Chair Dame Jenny Abramsky, Trustee and Deputy Chair Nigel Annett CBE, Trustee Ben Gordon, Trustee Sir Chris Kelly, Trustee Jennie Price CBE, Trustee Sue Wilkinson, Trustee Sarah Whitney, Trustee Apologies Janet Hogben, Trustee Tim Reeve, Trustee In attendance Richard Parry, Chief Executive Julie Sharman, Chief Operating Officer Stuart Mills, Chief Investment Officer Sandra Kelly, Finance Director Heather Clarke, Strategy, Engagement and Impact Director Tom Deards, Company Secretary (minute taker) Simon Woods, Customer Service Manager (19/049 only) 19/043 APOLOGIES Apologies were received as noted above. CHAIR’S WELCOME AND REMARKS The Chair welcomed all attendees to the meeting. The Chair reported that notice of the meeting had been given to all Trustees entitled to receive it and that a quorum was present. 19/044 REGISTER OF INTERESTS AND DECLARATION OF INTERESTS IN ANY MATTER ON THE AGENDA The attendees declared interests and set out in Information Report Trust420. No further declarations of interest were made. 1 19/045 MINUTES AND SCHEDULE OF ACTIONS The minutes of the Board of Trustees meeting held on 23 May 2019 were approved. Summary of actions arising from Board Meetings All matters arising were in hand or on the agenda. 19/046 HEALTH & SAFETY REPORT [TRUST421] JS talked through the report Trust421 which gave the Board a review of Health and Safety for the period May and June 2019. 19/047 STRATEGIC REVIEW [TRUST422] The Chair asked for Trustee comments on report Trust 422 which provided the Board with an outline of current thinking and options for a review of the Trust’s current strategy. 19/048 APPROVAL OF 2018/19 ANNUAL REPORT AND ACCOUNTS [TRUST423] The Board considered report Trust423. Following discussion, the Board Reviewed and commented on the Annual Report for the Trust and subject to amendments recommended them for signing by the Chair; Recommended for signature the letter of representation which is substantially unchanged from last year; Approved the accounts for the Investment Partnership for the year ended 31 March 2019 and delegated authority to the Finance Director to sign the accounts on behalf of the Trust as General Partner; Proposed the reappointment of BDO LLP as auditors for the Trust and its subsidiaries (except for Canal & River Reinsurance DAC) to Council and the appointment Mazars as auditors of Canal & River Reinsurance DAC. 19/049 CUSTOMER CONTACT CENTRE AWARD OF CONTRACT [TRUST424] Simon Woods (Trust Customer Service Manager) joined the meeting to give a presentation to accompany report Trust424 which recommended to Trustees the award of a contract to OpenContact for the provision of Customer Contact Centre services. (Simon Woods left the meeting). 2 19/050 NATIONAL WASTE MANAGEMENT EXTENSION OF CONTRACT [TRUST425] The Board noted report Trust425 which related to the contract for the collection and disposal of waste from the Trust’s 300+ bin sites; provision of regular and “one-off” skip services; collection and disposal of hazardous waste; and removal of fly tipped waste. The Board approved the recommendation to apply the option to extend the contract to October 2020. 19/051 THIRD PARTY DREDGING AWARD OF CONTRACT [TRUST426] The Board noted report Trust426 which contained a recommendation to award a contract to Land and Water (LAW) and Ebsford for the provision of Third Party Funded Dredging Services and furthermore to award the first three funded known schemes totalling circa £2m to LAW. RP agreed to take away the question of efficiency and effectiveness RP assurance for Trust dredging operations, for presentation to the Board at a future point. The Board approved the contract award. 19/052 GOVERNANCE MATTERS FOR APPROVAL [TRUST427] TD presented the report Trust427 which sets out the governance matters which require a decision or noting by the Board. TD talked through highlights of the report. Following discussion, the Board: Agreed the September Council AGM and Meeting draft agenda Noted the current Trustee terms and recommended to September Council a change to the Trust’s Articles of Association to provide for an additional 3-year term for Trustees (i.e. up to a total of 9 years) with the Chair term unchanged. Ratified the appointments and renewals/extensions for Members of the Regional Advisory Boards Noted the clarification of the role of Trustees in respect of The Waterways Infrastructure Trust. 3 Noted the update on the CIC review Noted the analysis of Key Performance Measures in terms of the Trust’s charitable objects Noted the Charity Commission response to the Oxfam Safeguarding scandal. Approved the Flexible Apportionment Agreement for Scottish Canals and the Scottish Waterways Trust Noted the imminent retirement of the representative of the Chair of the Waterways Pension Trustees Limited and the options for replacement or alternative Chair arrangements 19/054 CHIEF EXECUTIVE’S REPORT [TRUST429] The Board noted the Chief Executive’s Information Report Trust429 and the appendices which had been prepared by the Executive Directors. RP took the Board through Appendix 1 – Key Performance Measures and Targets 2019/20 which included the newly agreed measures in a new format. RP agreed to take away Trustee comments and refine the Key Performance RP Measures and Targets for the next Board meeting. In relation to Appendix 2: Operations Report JS highlighted various items in her report including Improved rainfall but with restrictions still in place due to recent warmer and drier weather. JS confirmed that the Trust was looking ahead to improve long-term resilience of its hydrological units (e.g. carrying out improvements to leaking lock gates) BG/SWh provided some very good feedback from their visit to the Tees Barrage, which showed a different side of the Trust’s work and the importance of the structure to tidal flood defence in the Tees Valley area. The Board noted Appendix 3: Asset Improvement Report The Board noted Appendix 4: Investment and Commercial Report The Board noted Appendix 5: People Report. The Board noted Appendix 6: Strategy, Engagement and Impact Report HC highlighted Plastic Challenge – substantial media coverage to kick off the 3-year programme 4 Trust prospectus on “Unlocking the potential of London’s canals and rivers” which set out how the Trust’s waterways support good growth, prosperity and wellbeing, to support the spatial planning agenda in London – HC had handed round copies to Trustees Recruitment of Youth Panel – HC hoped that Trustees would have a chance to meet Panel members at the September Council meeting. Six User to Supporter Priorities in Section 3.2 of the paper – HC confirmed her intention to provide an update on progress against these regularly to the Board Building affiliation – HC noted a number of potential sign ups Brand advertising campaign – regional TV coverage (outside London, on cost grounds) had started, with digital coverage starting next week. Air quality discussions with the Department of Transport and Defra – particularly around the use of diesel and wood burning fuel and stove use. The Board noted Appendix 7: Risk Management RP noted particularly an update to the Corporate Risk Register around climate change – division of underlying asset risk and operational impacts. 19/055 FINANCE DIRECTOR’S REPORT [TRUST430] SK presented her Information Report Trust430 which was noted. 19/056 BOARD COMMITTEE MINUTES The minutes of the Investment Committee Conference Call Meeting on 22 May 2019 were noted. The minutes of the Appointments Committee Meeting on 20 June 2019 were noted. The minutes of the Audit & Risk Committee meeting on 24 June were noted. 19/058 Close Date of the next meeting – Friday 20 September 2019 (West Midlands – Birmingham) TD agreed to check scheduling, to ensure Board and Board Committee TD meetings were scheduled to at least the end of 2020. There being no further business, the Chair closed the meeting. Chairman 5 Board Meeting 18 July 2019 Information Report Trust421 Text in Red Confidential HEALTH & SAFETY REPORT Author: Julie Sharman, Chief Operating Officer 1 PURPOSE 1.1 This paper provides a review of Health and Safety for the period May and June 2019 unless stated otherwise. The report covers Visitors, Employees, Volunteers and Contractors. 2 SAFETY STATISTICS -APRIL TO JUNE 2019 2.1 The Trust’s overall 12-month RIDDOR accident frequency rate (AFR) at the end of June 2019 is 0.27, down from 0.29 at the end of April TRUST People* AFR Target Employees 0.37 Volunteers 0.00 Contractors 0.08 Trust Overall 0.27 0.15 May June current Prior year RIDDOR INCIDENTS (YTD) 2019 YTD YTD Employees 1 3 2 Volunteers 0 0 1 Contractors 0 0 1 Totals 1 3 4 May June current Prior year Fatalities 2019 YTD YTD Canal 3 6 8 River 0 1 1 Dock Marina or Towpath 0 0 0 Totals 3 7 9 Page | 1 3 SAFETY ACTION PROGRESS 3.1.1 The 2019/20 H&S improvement plan and Communication Programme continues to focus on accountability of line managers for the safety of themselves and their colleagues. Our ‘back to basics’ campaign launched in April continues with weekly and monthly safety communications to all colleagues. 3.2 We appointed Tribe culture change in June to support our safety improvement, they have commenced a H&S culture survey of colleagues and volunteers, in parallel they are holding a series of focus groups workshops across the Trust this month. An action plan will be developed in August with an update to Trustees at the September board meeting.