19 March 2025

Glenurquhart Road
Inverness
IV3 5NX

12 March 2025

To: Directors of the Board of High Life Highland

Michael Boylan Marianne Hutchison
Biz Campbell Andrew Jarvie
David Finlayson Tracy Ligema
Nick Finnigan Drew Millar
Michael Golding Kerry Ross
Roddy Henry Alli Vass

 

Dear Director

A meeting of the Board of High Life Highland will take place in Boardroom, Inverness Library, Farraline Park, Inverness on Wednesday 19 March 2025 at 2.05 pm.

Yours faithfully

STEWART FRASER
COMPANY SECRETARY

BUSINESS

1.        Apologies for Absence

2.        Declarations of Interest

Directors are asked to consider whether they have an interest to declare in relation to any item on the agenda for this meeting.  Any Director making a declaration of interest should provide some information on the nature of the interest. Advice may be sought from Officers prior to the meeting taking place.

3.        High Life Highland 2025-30 Strategy P.1

There is circulated High Life Highland Strategy for 2025-30.

4.        Confirmation of Minutes PP.2-27

The following Minutes are circulated for approval:-

i. Board Meeting held on 11 December 2024 (pp.2-9);
ii. Special Board Meeting held on 22 January 2025 (pp.10-11)
iii. Chief Executive’s Performance Review Committee held on 8 February 2025 (pp.12);
iv. Finance and Audit Committee held on 10 February 2025 (pp.13-16);
v. Health and Safety and Environmental Compliance Committee held on 10 February 2025 (pp.17-20);

vi. Nominations Committee held on 14 February 2025 (pp.21);

and for noting:-

vii. High Life Highland (Trading) held on 11 December 2024 (pp.22-27).

5.        Matters Arising – Board Meeting of 11 December 2024  PP.28

There is circulated, for information, matters arising from the meeting of the Board held on 11 December 2024.

The Board is invited to note the position.

6.        Chief Executive’s Updates PP.29-32

There is an update from the Chief Executive providing information to Directors.

The Board is invited to comment and note the update.

7.        Review of Memorandum and Articles of Association PP.33-60

There is circulated Report No. HLH/1/25 by the Company Secretary setting out proposed amendments to the Memorandum and Articles of Association.

The Board is invited to:-

i. review and comment on the proposed changes at Appendix A of the report; and
ii. agree to ask (subject to incorporating any changes suggested) the Highland Council to adopt the amended Memorandum and Articles of Association.

8.        High Life Highland (Trading) C.I.C. – Independent Director Vacancies

Following resignations, the Board is invited to appoint Mr A Button, Mr D Ellis and Mrs V Graham to fill vacancies on the Board of High life Highland (Trading) C.I.C.

9.        Independent Directors to the High Life Highland Board and Vacancies on Committees

The Highland Council’s Education Committee, on 26 February 2025, agreed the recommendation of the Nominations Committee to appoint Mr M Boylan and Ms A Vass to the two vacant Board positions which arose due to the resignation of Mr K Nicol and Mr M Tate.

As a result of the resignations there are vacancies on each of the following Committees which the Board is invited to consider:-

(a)   Finance and Audit Committee (1 vacancy)
(b) Health and Safety and Environmental Compliance Committee (4 vacancies)
(c) High Life Highland (Trading) Board (up to two vacancies)

10.      Finance Report PP.61-68

There is circulated Report No. HLH/2/25 by the Chief Executive updating Directors on the financial performance of High Life Highland for quarter three 2024/25 and other relevant matters.

The Board is invited to note:-

i. the results for the period to December 2024 detailed in Appendix A reports a net deficit of £1.35m;
ii. the draft year-end outturn of a net surplus of £264k;
iii. no breaches of internal controls have been reported in the past quarter;
iv. the recommendation from OSCR; and
v. there have been no data breaches reportable to the Information Commissioner in the past quarter

11.      2025/26 Budget Approval PP. 69-73

There is circulated Report No. HLH/3/25 by the Chief Executive with a summary of the operating budget for 2025/26, together with details of planned savings measures and price increases.

The Board is invited to:-

i. approve the operating budget for 2025/26 as summarised in Appendix A of the report;
ii. note the net pressure of £894k and the Highland Council’s agreed financial support of £894k plus £690k funding for the 2025/26 pay award and c£396k for the increase in employers National Insurance contributions;
iii. agree to the income and efficiencies at Appendix B of the report; and
iv. approve the undesignation of the £300k pay related reserve.

The Board is asked to resolve that the following item be restricted to Directors and representatives from HLH and the Company Secretary’s office.

12.      Inverness Castle Experience 2025/26 Budget Approval PP.74-79

There is circulated Report No. HLH/4/25 by the Chief Executive providing a summary of the Inverness Castle Experience operating budget for 2025/26.

The Board is invited to:-

i. approve the Inverness Castle Experience operating budget for 2025/26 as summarised in Appendix A of the report; and
ii. note the Highland Council’s agreement to underwrite any deficit incurred in the first year of operation.

13.      Strategic Performance Report PP. 80-130

There is circulated Report No. HLH/5/25 dated by the Chief Executive presenting performance information for the outcomes identifies in the High Life Highland Strategy 2025-20230.

The Board is invited to:-

i. comment on and note the new performance reporting which is being developed as contained in Appendix A to the report;
ii. note and comment on the performance information;
iii. note that some performance reporting areas required as part of the strategy are new and will be developed over time;
iv. approve the Digital Delivery Plan in Appendix B of the report; and
v. approve the Marketing and Engagement Delivery Plan in Appendix C of the report.

14.      Human Resources Update PP. 131-159

There is circulated Report No. HLH/6/25 by the Chief Executive providing an overview of the charity’s Human Resources performance.

The Board is invited to note:-

i. the HR performance information for quarter three, October to December 2024;
ii. that the former Service Delivery Contract group has reviewed and commented on the report;
iii. and comment on the Exit Survey 2024;
iv. the legislation changes relating to PVG; and
v. and comment on the work which is underway on the development of an HR Delivery Plan.

A G E N D A