Glenurquhart Road
Inverness
IV3 5NX
13 October 2011
Please ask for: Miss J Maclennan
Telephone: (01463) 702132
PRIVATE & CONFIDENTIAL
TO: ALL DIRECTORS OF THE BOARD OF HIGH LIFE HIGHLAND
| Peter Corbett | Bette McArdle | Jaci Douglas |
| Linda Kirkland | Thomas Prag | Douglas Graham |
| Drew Millar | Kenneth Nicol | Craig Ewan |
| John Watt | Laurence Young | Donald McLachlan |
Dear Director
MEETING OF THE BOARD OF HIGH LIFE HIGHLAND – 20 OCTOBER 2011
A meeting of the Board of HIGH LIFE HIGHLAND will take place in the OSPREY ROOM, HIGHLAND FOOTBALL ACADEMY, JUBILEE PARK, DINGWALL on THURSDAY 20 OCTOBER 2011 at 2.00 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 1-9
There are circulated, for approval, Minutes of the Meeting of the Board held on 22 September 2011.
4. Matters Arising – Board Meeting of 22 September 2011 PP 10-12
There is circulated, for information, matters arising from the meeting of the Board held on 22 September 2011.
The Board is invited to note the position.
5. Presentation – Football Development Partnership
Mr Andy Macleod, Football Development and Facilities Officer will undertake a short presentation on the work of the Highland Football Academy and the Football Development Partnership.
6. Code of Conduct and Guidance for the Acceptance of Gifts and Hospitality for Directors PP 13-27
There is circulated Report No. HLH11/11 dated 10 October 2011 by the Company Secretary recommending a Code of Conduct and Guidance for Directors on the acceptance of Gifts and Hospitality arising out of membership of the Board of High Life Highland.
The Board is invited to agree to adopt, as outlined in the report:-
i. the Code of Conduct for Directors; and
ii. Guidance on the acceptance of Gifts and Hospitality offered.
7. Job Descriptions and Performance Appraisal for Chief Executive and Role Description for the Chair and Vice Chair of the Board PP 28-35
There is circulated Report No. HLH12/11 dated 10 October 2011 by the Company Secretary presenting a proposed job description and person specification for the role of Chief Executive for High Life Highland, for the consideration and approval of Directors. An approach to performance management of the Chief Executive, by Directors, is also proposed for consideration and approval. In addition, the report details the role description for the Chair and Vice Chair of the Board to enable the Board to consider the development of appropriate working relationships between the Chief Executive, Chair and Vice Chair and with the other Directors of the Board.
The Board is invited to:-
i. approve the job description and person specification for the position of Chief Executive to High Life Highland;
ii. agree that the grading for the position of Chief Executive should be undertaken using the appropriate Highland Council Scheme;
iii. approve the proposals for the performance management of the Chief Executive, as detailed in Section 4 of the report;
iv. consider whether the Board wants to use an external independent facilitator to assist in establishing a performance management scheme; and
v. consider the role description for the Chair and Vice Chair of the Board.
8. Board Work Plan and Meeting Dates PP 36-40
There is circulated Report No. HLH13/11 dated 10 October 2011 by the Chief Executive setting out the work plan for the Board of High Life Highland for the coming year, including dates for Board Meetings for 2012.
The Board is invited to agree:-
i. the work plan;
ii. meeting dates for the main company (starting at 2 p.m.) and the trading subsidiary (starting at 10 a.m.) be as follows:-
• 29 March 2012
• 21 June 2012
• 27 September 2012
• 6 December 2012
iii. that separate days be set aside for a programme through the year for facilities/programme visits, beginning March 2012, with a draft date and first itinerary being considered at the meeting on 8 December 2011.
9. Communication Plan PP 41-42
There is circulated Report No. HLH14/11 dated 10 October 2011 by the Chief Executive setting out a Communications Plan to enable Directors to be kept abreast of developments within the Company.
The Board is invited to agree the Communications Plan Schedule as set out in the report.
10. Human Resources PP 43-58
There is circulated Report No. HLH15/11 dated 10 October 2011 by the Chief Executive providing a quarterly summary of Human Resources activity within High Life Highland. In future, the Report will provide information on changes to staff numbers, the Human Resource policies that have been updated or introduced during the period, a summary of absence statistics and brief information on any other Human Resource issues of note within the Company.
The Board is invited to:-
i. note that there was an efficient transfer of staff from the Highland Council to High Life Highland;
ii. note that High Life Highland has adopted the personnel policies of the Highland Council as a basis for High Life Highland policies and has began updating these as necessary;
iii. agree the Trade Union Recognition and Procedural Agreement, as detailed in the report, subject to any minor changes resulting from discussions with Trade Unions;
iv. agree the Staff Code of Conduct Policy detailed in the report, subject to any minor changes resulting from discussions with Trade Unions; and
v. note that there will be a quarterly staffing report providing a summary of employee numbers, recruitment activity, updates to personnel policies, absence statistics and any other human resources issues of note.
MAIN PAPERS – PART 2
11. Health and Safety Policy PP 59-63
There is circulated Report No. HLH16/11 dated 10 October 2011 by the Chief Executive recommending a Health and Safety Policy Statement for High Life Highland, outlining how High Life Highland will manage health and safety throughout the organisation and indicating the various levels of responsibility.
The Board is invited to agree:-
i. to the adoption of the Health and Safety Statement for High Life Highland;
ii. that the Chief Executive will present an annual report on health and safety to the Board which will direct the implementation of health and safety policy;
iii. that the Heads of Service be responsible for the implementation of health and safety policies in their teams; and
iv. that line managers will have a responsibility for implementation and monitoring of health and safety within their areas of work.
12. Finance PP 64-66
There is circulated Report No. HLH17/11 dated 10 October 2011 by the Chief Executive providing a quarterly update on High Life Highland financial performance against budget with projected outturns to the year end. The Report also provides information on all tenders approved since the preceding report together with appropriate updates on matters of significance affecting the financial position and/or financial controls of the company.
The Board is invited to:-
i. note that there has been a smooth transfer of financial arrangements into the new organisation as of 1 October 2011;
ii. note that KPMG have commenced the process of obtaining a group VAT registration for High Life Highland and for High Life Highland (Trading);
iii. note that an application for exemption from Corporation Tax (as a result of HLH’s charitable status) has been submitted to HMRC;
iv. agree to appoint Ernst and Young as External Auditors and Burness LLP as Legal Advisors for High Life Highland and High Life Highland (Trading); and
v. note that the tender for the provision of the new High Life Highland Web-site has been awarded to Dynam.
13. Banking Arrangements PP 67-69
There is circulated Report No. HLH18/11 dated 10 October 2011 by the Chief Executive informing Directors that, as part of the process of opening a new bank account(s) with the Clydesdale Bank, the Directors are required to approve a number of resolutions.
The Board is invited to agree:-
i. that Clydesdale Bank PLC (the “Bank”) be confirmed as Bankers for the Company;
ii. that a banking account or accounts be opened and further accounts opened as may be considered advisable from time to time, in the name of the Company with the Bank;
iii. that the resolution set out in the report shall apply to all accounts of the Company with the Bank now or in the future; and
iv. to authorise the Chair and Company Secretary to sign the Clydesdale Bank’s Business Customer Mandate Form on behalf of the Company.
14. Business Planning Process PP 70-71
There is circulated Report No. HLH19/11 dated 10 October 2011 by the Chief Executive detailing how Directors might be involved in the development of the High Life Highland Business Plan.
The Board is invited to agree:-
i. that a facilitated session for Directors and officers, to take forward High Life Highland’s business planning, be held on the morning of the planned Board Meeting of 8 December 2011;
ii. the draft Business Plan be brought to the High Life Highland Board meeting in March 2012; and
iii. to comment on the list of areas where specific Board expertise would assist the planning process.
15. Sub Committees and Project Groups PP 72-80
There is circulated Joint Report No. HLH20/11 dated 10 October 2011 by the Chief Executive and Company Secretary recommending the establishment of three Sub Committees, two of which are a requirement of the company’s Articles of Association and, initially, one project group.
The Board is invited to:-
i. agree to establish Sub Committees for:
a. Finance and Audit;
b. Nominations; and
c. Fundraising and Sponsorship
ii. agree that the minutes of the Sub Committees form part of Board agendas;
iii. in relation to the Finance and Audit Committee:
a. agree to elect one Council and one Independent Director;
b. note that the Articles of Association require that the Chief Executive, the Head of Resources and the Finance Manager also sit on the sub-committee; and
c. determine any other representation required.
iv. in relation to the Nominations Committee:
a. agree to elect one Council and one Independent Director; and
b. agree that other Committee members are the Director of Education, Culture and Sport, The Highland Council and the Chief Executive, High Life Highland.
v. in relation to the Fundraising and Sponsorship Committee:
a. agree to elect up to four Directors; and
b. approve the membership of the Chief Executive, the Head of Business and the Finance Manager.
vi. agree that Directors should, in the first instance, serve on each of the sub-committees for two years;
vii. agree that sub-committees be chaired by Directors and project groups by the Chief Executive or a Head of Service;
viii. agree that the Chair and Vice Chair have the right to attend Sub Committee meetings;
ix. agree to establish a Heritage Project Group and to nominate up to four Directors to participate in it, and that this group is chaired by the Head of Resources; and
x. agree the remits for these groups as detailed in appendices A-D of the report.
16. Survey of Performance and Attitudes 2011 and Performance Reporting PP 81-93
There is circulated Report No. HLH21/11 dated 10 October 2011 by the Chief Executive providing an extract of the results of “The Highland Council’s Survey of Performance and Attitudes 2011” which relates to the services provided by High Life Highland. It provides a summary of the performance indicators which the Council requires High Life Highland to report on as specified in the Service Delivery Contract and outlines the future performance reporting which will be required to support the management of the services delivered by High Life Highland.
The Board is invited to note:-
i. the very positive feedback received in the 2011 survey relation to satisfaction rates and the importance people place on services provided by High Life Highland;
ii. the performance indicators which are required by The Highland Council as contained in Appendix B of the report; and
iii. that future performance reporting will be developed to assist staff, managers and the Board to manage and monitor company performance against the business plan and that this will be presented to the Board meeting on 22 March 2012.
