Glenurquhart Road
Inverness
IV3 5NX
15 August 2017
Please ask for: Miss Jane Maclennan
Telephone: (01463) 702121
To: Directors of the Board of High Life Highland
| Tom Heggie | Linda Munro |
| Andrew Jarvie | Ken Nicol |
| Tracy Ligema | Ian Ross |
| Donald McLachlan | Donald Somerville |
| Duncan Macpherson | Mark Tate |
| Ella MacRae | Jenny Welch |
Dear Director
A meeting of the Board of HIGH LIFE HIGHLAND will take place in the STRATHPEFFER PAVILION, STRATHPEFFER on TUESDAY 22 AUGUST 2017 at 2.00 pm.
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.
3. High Life Highland Purpose, Key Business Objectives and Corporate Values 2015-19 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 2015-19.
4. Confirmation of Minutes PP 2-13
The following Minutes are circulated for approval:-
i. Board Meeting held on 15 June 2017 (pp 2-8); and
ii. Finance and Audit Committee held on 7 August 2017 (pp 9-13).
The Board is asked to resolve that discussion on Appendix A of the following item be restricted to Directors and representatives from HLH and the Company Secretary’s Office.
5. Matters Arising – Board Meeting of 15 June 2017 P 14 (Appendix A in Pink Book)
There is circulated, for information, matters arising from the meeting of the Board held on 15 June 2017.
The Board is invited to note the position.
GOVERNANCE
6. Appointment of Company Secretary
The Board is invited to note that the Highland Council, at its meeting on 7 September 2017, intends to pass responsibility of Company Secretary of High Life Highland to the Head of Corporate Governance with effect from 1 October 2017, following the departure of the Council’s Depute Chief Executive/Director of Corporate Governance on 30 September 2017.
7. Trading Company – Review of Objects and its Work Programme PP 15-22
There is circulated Report No. HLH15/17 dated 5 August 2017 by the Chief Executive setting out the annual review of the Objects of the Trading Board and its work in developing the Business Growth Priority Areas contained within the 2015-19 HLH Business Plan. The report will be accompanied by a presentation containing some of the current and planned priorities.
The Board is invited to comment on the current Trading Company Objects and its work towards agreed Business Growth Priority Areas, noting that Directors of both companies will be involved in their review during 2018 for a new HLH Business Plan for 2019-24.
The Board is asked to resolve that the following item be restricted to Directors and representatives from HLH, the Company Secretary’s office and the company Auditors, Ernst and Young
8. Approval of Draft Annual Report and Accounts to 31 March 2017 (Pink Book)
There is circulated separately to Directors Report No. HLH17/17 dated 8 August 2017 by the Chief Executive presenting the annual report and accounts for High Life Highland for the period ending 31 March 2017.
The Board is invited to agree the Annual Report and Audit Accounts as detailed in Appendix A of the report.
9. Reappointment of Independent Directors and Changes to Memorandum and Articles of Association PP 23-25
There is circulated Report No. HLH18/17 dated 4 July 2017 by the Company Secretary outlining a proposal to extend the terms of office for Independent Directors, whereby formal planned recruitment would take place every second year, and to other required changes previously discussed by the Board to the Memorandum and Articles of Association.
The Board is invited to agree to ask the Highland Council to amend Articles 61 and 112.1 respectively of the Company’s Memorandum and Articles as follows:-
• At the conclusion of every second annual general meeting, two of the Independent Directors shall retire from office, but shall then be eligible for re-appointment under article 56. For the avoidance of doubt, references to the Annual General Meeting in Article 61 relates to the biennial Annual General Meeting.
• the chief executive, principal finance officer and the head of performance of the company.
10. Youth Convener – Summary of Year in Office
The Youth Convener will make a presentation summarising his term in office.
The Board is invited to note the presentation.
QUALITY AND PERFORMANCE
11. Finance Report PP 26-36
There is circulated Report No. HLH19/17 dated 9 August 2017 by the Chief Executive providing an update on the financial performance of High Life Highland for the first quarter of financial year 2017/18.
The Board is invited to:-
i. note the results for the first quarter report a positive variance of £75,630;
ii. note the projected final outturn for the year remains on target to the approved budget;
iii. note the award of contracts to Plexus Media and Caterpods Ltd as detailed in paragraph 4 of the report’ and
iv. review and approve the risk register in Appendix D of the report.
12. Performance Report PP 37-65
There is circulated Report No. HLH20/17 dated 10 August 2017 by the Chief Executive presenting performance information for the period April to June 2017.
The Board is invited to:-
i. comment on the report and agree that the overall health check on the company for the period is assessed as green;
ii. note that the delivery of the business plan is assessed as green;
iii. note the continued positive progress of the High Life leisure card; and
iv. note the positive findings from the Council’s internal audit of commissioned High Life Highland services.
13. Human Resources PP 66-70
There is circulated Report No. HLH21/17 dated 7 August 2017 by the Chief Executive updating Directors on Human Resources activity for April to June 2017 including a quarterly report on absence, disciplinary and grievance issues.
The Board is invited to:-
i. note the content of the quarterly HR report including the update on the staffing establishment; and
ii. note the Gender Pay Gap Report and approve its submission to the UK Government and publication on the HLH website.
14. Health and Wellbeing Group Update
Lynn Bauermeister, Health and Wellbeing Manager will give a presentation on activities over the last 12 months and outlining proposals going forward.
The Board is invited to note the position.
15. Chair/Chief Executive’s Updates PP 71-74
There is circulated Report No. HLH22/17 dated 4 August 2017 by the Chief Executive providing Directors with information and the opportunity to discuss issues affecting High Life Highland and its work at an early stage.
The Board is invited to comment on and note the updates.
