21 March 2013
Please ask for: Miss J Maclennan
Telephone: (01463) 702132
TO: ALL DIRECTORS OF THE BOARD OF HIGH LIFE HIGHLAND
|Jaci Douglas||Donald McLachlan||Drew Millar|
|Ken Gowans||Kenneth Nicol||Douglas Graham|
|Fraser Parr||Linda Kirkland||John Watt|
|Bette McArdle||Laurence Young||Vacant|
MEETING OF THE BOARD OF HIGH LIFE HIGHLAND – 28 MARCH 2013
A meeting of the Board of HIGH LIFE HIGHLAND will take place in the MOWATT ROOM, THE ASSEMBLY ROOMS, WICK on THURSDAY 28 MARCH 2013 at 1.00 P.M. Please note the change in venue.
A note of the business to be transacted at the meeting is appended.
I trust that it will be convenient for you to attend.
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. High Life Highland Purpose, Key Business Objectives and Corporate Values P 1
There is circulated summary of High Life Highland’s purpose, key business objectives and corporate values as extracted from the High Life Highland Business Plan 2012-15.
4. High Life Highland Successes PP 2-39
There is circulated Report No. HLH1/13 dated 18 March 2013 by the Chief Executive presenting the best submissions from staff teams on the successful work being carried out by High Life Highland throughout the Highlands and across all areas of work.
The Board is invited to comment on the items presented and note that the selected items will form part of the long list for the annual Staff and Volunteer Award Scheme.
5. High Life Highland’s Contribution to the Preventative Agenda PP 40-47
There is circulated Report No. HLH 2/13 dated 18 March 2013 by the Chief Executive summarising the work currently being undertaken by High Life Highland which supports the preventative agenda and to facilitate discussion on the future direction of this work.
The Board is invited to:-
i. note that work that is currently being undertaken to help deliver the preventative agenda;
ii. note that a report recommending a strategic direction for High Life Highland will be brought to a future meeting of the Board; and
iii. discuss how High Life Highland might further contribute to the preventative agenda.
6. Provision of Automated External Defibrillators in High Life Highland Facilities PP 48-52
There is circulated Report No. HLH3/13 dated 15 March 2013 by the Chief Executive considering the costs, benefits and risks of introducing Automated External Defibrillator units into High Life Highland facilities and thereafter the potential arrangements for their associated purchase, training, placement and maintenance.
The Board is invited to comment on and note the report.
7. Potential for an Inverness Iconic Building Project PP 53-54
There is circulated Report No. HLH4/13 dated 18 March 2013 by the Chief Executive providing a progress update on the concept of developing an iconic building in Inverness to house a developed and expanded gallery and museum for Inverness, with the possibility of a new home for Inverness Library.
The Board is invited to:-
i. note the progress on the concept of an iconic building for Inverness to house a gallery, museum and possibly library; and
ii. comment on the detail and the direction of the project.
8. Committee Appointments
a) Board of High Life Highland
The Board is invited to note that the Highland Council, at its meeting on 7 March 2013, appointed Mr Douglas Graham and Mr Donald MacLachlan as Independent Directors to the Board of High Life Highland.
b) Board of High Life Highland – Resignation of Mr C Ewan
The Board is invited to note that Mr C Ewan tendered his resignation as an Independent Director of High Life Highland with effect from 15 February 2013.
The Board is also invited to consider how it wishes to process his replacement.
c) Appointment of Director to Funding and Sponsorship Committee
As Mr D McLachlan retired from the High Life Highland Board at the Annual General Meeting on 6 December 2012 and Mr C Ewan resigned on 15 February 2013 from the High Life Highland Board, there are now two vacancies on the Funding and Sponsorship Committee.
In this regard, the Board is invited to appoint two Directors to the Funding and Sponsorship Committee.
d) Appointment of Directors to High Life Highland (Trading) C.I.C.
As a result of Mr D McLachlan retiral from the High Life Highland Board at the Annual General Meeting on 6 December 2012 and Mr C Ewan’s resignation on 15 February 2013 from the High Life Highland Board, both Directors also ceased to be a Director of High Life Highland (Trading) C.I.C.
In this regard, the Board is invited to appoint two Directors to the Board of High Life Highland (Trading) C.I.C.
e) Appointment of Director to Nominations Committee
As Mr C Ewan was appointed to the Nominations Committee at the Special Meeting of the High Life Highland Board on 6 December 2012 on an interim basis only, the Board is invited to appoint an Independent Director in his place.
f) Appointment of Directors to Staff Award Selection Panel
It is recommended that the Board appoints the Vice Chair of High Life Highland to the Staff Award Selection Panel together with a Director of High Life Highland (Trading) C.I.C. (to be agreed by the High Life Highland (Trading) C.I.C. Board at its meeting on 27 March 2013) and one other Director invitee e.g. potential sponsor.
The Staff Award Selection Panel will be supported by the Chief Executive.
g) Appointment of Director to Finance and Audit Committee
The Board is invited to consider if there are any Directors willing to be appointed to the Finance and Audit Committee.
h) Process for Appointing External Members of the Finance and Audit Committee
At the Finance and Audit Committee on 28 February 2012, Directors favoured inviting one external member to join the Committee, this to ideally be a qualified accountant or someone with significant financial experience. This would bring a level of relevant experience and professional standard to the Committee and boost the numbers without creating an imbalance where external members could out-vote internal Directors. Any external member would have the same status and voting rights as internal members, as outlined in the Memorandum and Articles of Association and, having discussed the possible methods of recruitment, it was considered that, due to the need for financial experience or qualifications, targeted individuals would be co-opted.
MAIN PAPERS – PART 2
9. Confirmation of Minutes PP 55-82
The following Minutes are circulated:-
i. Draft High Life Highland (Trading) C.I.C. held on 6 December 2012, for noting (pp 55-60);
ii. Board Meeting held on 6 December 2012, for approval (pp 61-69);
iii. Special Board Meeting held on 6 December 2012, for approval (p 70);
iv. Chief Executive’s Performance Review Committee held on 12 December 2012, for noting (pp 71-72);
v. Nominations Committee held on 31 January 2013, for approval (pp 73-74);
vi. Nominations Committee held on 21 February 2013, for approval (p 75); and
vii. Finance and Audit Committee held on 28 February 2013, for approval (pp 76-82).
10. Matters Arising – Board Meeting of 6 December 2012 PP 83-85
There is circulated, for information, matters arising from the meeting of the Board held on 6 December 2012.
The Board is invited to note the position.
11. Finance Report PP 86-93
There is circulated Report No. HLH5/13 dated 18 March 2013 by the Chief Executive which provides an update on the financial performance of High Life Highland for the year ended 31 March 2013, including a forecast outturn for the financial year; presents a revenue estimate for financial year 2013/14, upon which the detailed financial budgets will be based; and reports on contracts/tenders awarded since the last meeting of the Board.
The Board is invited to:-
i. note the outturn for the year to 31 March 2013 is estimated to be within budget by £0.115m;
ii. note that the revenue estimate for the financial year 2013/14 is a budget of £20.851m;
iii. note that a tender for the provision of a Library App has been awarded to Solus UK Ltd; and
iv. approve the budget levels of the 9 services and support services for 2013/14 as set out in Appendix E of the report.
12. Human Resources PP 94-96
There is circulated Report No. HLH6/13 dated 18 March 2013 by the Chief Executive providing an update on Human Resources activity including a quarterly report on absence, disciplinary and grievance issues.
The Board is invited to note the quarterly report including the update on the staffing establishment.
13. Quarterly Performance Reporting PP 97-105
There is circulated Report No. HLH7/13 dated 18 March 2013 by the Chief Executive presenting performance information for the period December 2012 to February 2013.
The Board is invited to comment on the report and agree that the overall health check on the company is assessed as green.
14. Risk Register Update PP 106-114
There is circulated Report No. HLH8/13 dated 18 March 2013 by the Chief Executive providing an update on High Life Highland’s Risk Register.
The Board is invited to:-
i. note the updates to the Risk Register:
ii. agree, following discussion, to add any risks to the Register that the Board identify at the meeting.
MAIN PAPERS – PART 3
15. Annual Health and Safety Report PP 115-129
As Directors will be aware, an important element of the Governance structure relating to the company’s Health and Safety performance is the Health and Safety Annual Report. In this connection there is circulated Report No. HLH9/13 dated 18 March 2013 by the Chief Executive informing Directors about the performance of High Life Highland in terms of health and safety management.
The Board is invited to note the low number and low severity of incidents over the period reflecting good practice across the company.
16. Scheme of Delegation PP 130-135
There is circulated a Scheme of Delegation by the Company Secretary setting out the powers reserved to the Board of High Life and the powers which may be delegated to the Chief Executive.
17. Amendments to Memorandum and Articles of Association PP 136-138
There is circulated Report No. HLH9/13 dated 26 February 2013 by the Company Secretary inviting the Board to consider a number of amendments to High Life Highland’s Memorandum and Articles of Association.
The Board is invited to recommend to the Highland Council that Article 61 of the Memorandum and Articles of Association be amended to read “At the conclusion of each annual general meeting, two of the Independent Directors shall intimate their retiral from office with effect from the day prior to the Spring Board meeting, but shall then be eligible for re-appointment under article 56”.
18. Legionella Testing and Works
There will follow Report No. HLH10 /13 by the Chief Executive.
19. Signing of Service Level Agreeents and Leases and Clerking Support for Company Business
The Chief Executive will provide a verbal update on the signing of Service Level Agreements and leases and clerking support for Company business.