Glenurquhart Road
Inverness
IV3 5NX
25 November 2015
Please ask for: Ms Fiona MacBain
Telephone: (01463) 702121
TO: ALL DIRECTORS OF THE BOARD OF HIGH LIFE HIGHLAND
| Jaci Douglas | Catriona MacLean |
| Ken Gowans | Kenneth Nicol |
| Douglas Graham | Fraser Parr |
| Michael Green | Ian Ross |
| Donald McLachlan | Jenny Welch |
Dear Director
A meeting of the Board of HIGH LIFE HIGHLAND will take place in the BOARD ROOM, OLD LIBRARY, DINGWALL on WEDNESDAY 2 DECEMBER 2015 at 2PM.
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 2-10
The following Minutes are circulated for approval:-
i. Board Meeting held on 20 August 2015 (pp 2-6); and
ii. Finance and Audit Committee held on 9 November 2015 (pp 7-10).
5. Matters Arising – Board Meeting of 20 August 2015 PP 11-14
There is circulated, for information, matters arising from the meeting of the Board held on 20 August 2015.
The Board is invited to note the position.
6. High Life Highland Successes PP 15-53
There is circulated Report No. HLH24/15 dated 12 November 2015 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 for 2015/16.
GOVERNANCE
7. Board Work Plan and Meeting Dates 2016 PP 54-65
There is circulated Report No. HLH 25/15 dated 7 November 2015 by the Chief Executive setting out the Board Work Plan for High Life Highland for 2016.
The Board is invited to:-
i. comment on and agree the Work Plan in Appendix A;
ii. agree meeting dates and timings for the main company as detailed in paragraph 4.1 and summarised in Appendix B;
iii. note that the Trading Company will be meeting a minimum twice yearly as detailed in paragraph 4.1 and summarised in Appendix B;
iv. agree meeting dates for the Finance and Audit Committee as detailed in paragraph 4.2 and summarised in Appendix B; and
v. consider the range of alternative facility visit options and agree a format for 2016.
8. Board/Committee Appointments
i. High Life Highland Board
The Board is invited to note that there are three Independent Director vacancies, therefore recruitment for Directors is underway, with a view to the Nominations Committee making a recommendation to the Council at its meeting on 10 March 2016.
ii. Finance and Audit Committee
Following the resignation of Jenny Clarke, the Board is invited to appoint a replacement Director.
iii. Nominations Committee
The Board is invited to appoint an Independent Director to replace Jenny Clarke. For information, the composition of the Committee is one Council Director (currently Ken Gowans), one Independent Director, the Chief Executive and the Director (or nominated replacement) of the Council’s Care and Learning Service. The remit of the Committee is make recommendations to The Highland Council in relation to the selection of appropriate individuals for appointment as Independent Directors.
9. Recommendation from Trading Board to amend Memorandum & Articles of Association
There has been a recommendation from the Trading Board to amend its Memorandum and Articles of Association after Directors had referred to the low attendance and in light of the quorum of 4. Currently, the maximum number of Directors on the Trading Board was 7, of which 4 had to be from the Holding Company, and 3 Independent.
Trading Company Directors have suggested that the maximum number of Directors on the Trading Board be increased, particularly the pool of Independent Directors who could bring specialist skills to the Board. Following discussion on the correct balance between Holding Company and Independent Directors, a 4:5 respective split was considered ideal.
The Board is invited to approve the altering of the Trading Subsidiary Memorandum and Articles of Association to allow the appointment of five independent Directors, rather than the three currently allowed for, through the adoption of the Members Written Special Resolution.
STRATEGY
10. Budget 2016/17 – work of informal Finance and Audit group
By way of a short presentation, the Chief Executive will update Directors on discussions held on the budget planning process at Finance and Audit informal and formal meetings and with Council officials.
QUALITY AND PERFORMANCE
11. Finance Report PP 66-74
There is circulated Report No. HLH26/15 dated 23 November 2015 by the Chief Executive providing Directors with an update on the financial performance of High Life Highland for the period ending 31 October 2015.
The Board is invited to:-
i. note the current financial position of High Life Highland as detailed in Appendix A;
ii. note the financial results for the 7 months to 31 October 2015 reports a positive variance of £183,240 on budget with the current financial position of High Life; The positive position is as a result of proactive management of budgets to meet the committed one off requirement for £181K (as HLH’s proportion of a £200K total relating to the delayed implementation of combining Inverness Leisure and HLH);
iii. note with continued proactive management and after allowing for the £181K as detailed above, the projected final out-turn for the year is forecasted to be circa. £121K surplus to the approved budget;
iv. note the award of contracts to Fitness Training Scotland and Sutherland Brothers; and
v. following the recommendation of the Finance & Audit Committee to approve, agree an extension to the current uniforms contract until such time as the new National Framework is in place.
12. Performance Report PP 75-101
There is circulated Report No. HLH27/15 dated 20 November 2015 by the Chief Executive presenting performance information for the period July to September 2015.
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; and
ii. note that the delivery of the business plan is assessed as green.
iii. Note the feedback on the operation of the new Adult and Youth Services structure.
13. Human Resources Report PP 102-104
There is circulated Report No. HLH28/15 dated 16 November 2015 by the Chief Executive providing an update on Human Resources activity for July to September 2015 including a quarterly report on absence, disciplinary and grievance issues.
The Board is invited to note the content of the quarterly report including the update on the staffing establishment.
14. Marketing and Communications Update PP 105-113
There is circulated Report No. HLH29/15 dated 16 November 2015 by the Chief Executive providing an update on progress made in implementing the Marketing and Communications Plan.
The Board is invited to comment and note the update.
The Board is asked to resolve that the following item be restricted to Directors and representatives from the Company Secretary’s office.
15. Chair/Chief Executive Updates PP 114-123
There is circulated Report No. HLH30/15 dated 16 November 2015 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:-
i. note the successful conclusion of the one year pilot and agree to the approach from Highland Football Academy Trust for HLH to adopt the long term management of the facility and TUPE transfer of the 5 part time staff;
ii. agree to the request from Sutherland Community Sport and Recreation Hub to operate Golspie all weather pitch for a further 3 year period;
iii. note the update on the proposed Lochaber Indoor Training Facility;
iv. note the meetings timeline and content and current status of discussions with Inverness Leisure and The Highland Council; and
v. note the Chief Executive’s attendance at the Local Government and Regeneration Committee of the Scottish Parliament as part of its investigation into the governance of ALOs.
