Glenurquhart Road
Inverness
IV3 5NX
1 December 2011
Please ask for: Miss J Maclennan
Telephone: (01463) 702132
PRIVATE & CONFIDENTIAL
TO: ALL DIRECTORS OF THE BOARD OF HIGH LIFE HIGHLAND
| Peter Corbett | Douglas Graham | Linda Kirkland |
| Bette McArdle | Drew Millar | John Watt |
| Jaci Douglas | Craig Ewan | Thomas Prag |
| Donald McLachlan | Kenneth Nicol | Laurence Young |
Dear Director
MEETING OF THE BOARD OF HIGH LIFE HIGHLAND – 8 DECEMBER 2011
A meeting of the Board of HIGH LIFE HIGHLAND will take place in the ROSS ROOM, HILTON COMMUNITY CENTRE, OLDTOWN ROAD, INVERNESS on THURSDAY 8 DECEMBER 2011 at 3.15 P.M
A note of the business to be transacted at the meeting is appended.
I trust that it will be convenient for you to attend.
Yours faithfully
MICHELLE MORRIS
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 indicate whether it is a financial or non-financial interest and include some information on the nature of the interest. Advice may be sought from Officers prior to the meeting taking place.
MAIN PAPERS – PART 1
3. Confirmation of Minutes (PP 1-12)
There are circulated, for approval, Minutes of the Meeting of the Board held on 20 October 2011.
4. Matters Arising – Board Meeting of 20 October 2011 (PP 13-14)
There is circulated, for information, matters arising from the meeting of the Board held on 20 October 2011.
The Board is invited to note the position.
5. Additional Independent High Life Highland Trading Subsidiary Directors (PP 15-18)
There is circulated Report No. HLH22/11 dated 24 November 2011 by the Chief Executive informing Directors of the recommendation of the Appointments Panel at the conclusion of the recruitment process for the Trading Subsidiary.
The Board is invited to:-
i. approve the altering of the Trading Subsidiary Memorandum and Articles of Association to allow the appointment of three independent Directors, rather than the two currently allowed for, through the adoption of the Members Written Special Resolution;
ii. agree to the appointment of Mr John Murray, Mr Ian Claxton and Mr Rene Looper as independent Directors to serve on High Life Highland (Trading CIC);
iii. agree the quorum for meetings of the Trading Subsidiary Board as either four or three.
6. High Life Highland Trading Limited – C.I.C. Conversion (PP 19-45)
There is circulated Report No. HLH23/11 dated 24 November 2011 by the Chief Executive seeking agreement for the Members Written Special Resolution.
The Board is invited to:-
i. agree the Members Written Special Resolution to:-
a. convert High Life Highland’s trading company to a community interest company;
b. change the name of the company;
c. adopt the new Articles of Association; and
ii. note that should the recommendation to appoint a new Director to the trading subsidiary be approved (considered at item 5) amended Articles of Association will be available at the meeting for Directors.
7. Corporate Manslaughter and Bribery Guidance (PP 46-62)
There is circulated Report No. HLH24/11 dated 24 November 2011 by the Chief Executive introducing guidance on two issues raised at the October 2011 Board meeting, namely, Corporate Manslaughter and Bribery.
The Board is invited to comment on and:-
i. note the guidance; and
ii. agree the guidance note be added to the Directors’ induction information.
8. Finance (PP. 63-66)
There is circulated Report No. HLH25/11 dated 24 November 2011 by the Chief Executive providing the first quarterly update on High Life Highland’s financial performance against budget with projected out-turns to the period end (31 March 2012). The financial figures consolidate those of the trading subsidiary to show the performance of High Life Highland as a whole.
The Board is invited to:-
i. agree that any underspend at the end of the financial year is treated as a reserve;
ii. note that it is forecast that there will be a controlled underspend of £111k for the period to 31 March 2012;
iii. note that HMRC have issued High Life Highland with a group VAT number and certificate;
iv. note that the tender for the provision of creative design services for High Life Highland has been awarded to Dynam;
v. note that the tender for the provision of the Health and Safety services to High Life Highland has been awarded to Quality Leisure Management Ltd; and
vi. note that the tender for the provision of staff uniforms has been awarded to D F Wishart & Co. Ltd.
9. Human Resources (PP. 67- 87)
There is circulated Report No. HLH26/11 dated 24 November 2011 by the Chief Executive updating Directors on Human Resources activity pending a full quarterly report to the March meeting and recommending a suite of policies for adoption.
The Board is invited to:-
i. agree to adopt the Disciplinary Policy;
ii. agree to adopt the Grievance Policy;
iii. agree to adopt the Whistleblowing Policy;
iv. agree that a panel made up of the Vice Chair, five Directors and the Human Resources Manager be established to hear disciplinary and grievance appeals involving Heads of Service and disciplinary action involving the Chief Executive;
v. agree that a panel made up of the Chairman, five of the remaining Directors and Highlife Highland’s legal representative be established to hear any appeal against disciplinary action involving the Chief Executive;
vi. agree that a quorum for these panels would be four Directors; and
vii. note the update on the staffing establishment.
10. Transfer of Coaching Highland Assets to High Life Highland (PP 88-90)
There is circulated Report No. HLH27/11 dated 24 November 2011 by the Chief Executive seeking approval to transfer the assets of Coaching Highland to High Life Highland.
The Board is invited to agree:-
i. the principle of transferring all Coaching Highland assets (physical, staffing, financial and data) to High Life Highland on 31 March 2012 pending the satisfactory implementation of actions advised by Burness LLP, approval of the transfer proposal at the Coaching Highland EGM and written consent for the transfer from OSCR;
ii. the TUPE transfer to High Life Highland of the Sports Leaders Award Co-ordinator post for a fixed term of 1 April 2012 to 31 March 2013 and that it be extended if further funding is secured; and
iii. the use the Coaching Highland assets to continue to deliver a coach education and development programme for the Highlands and to work with sportscotland to secure additional resources.
