Glenurquhart Road
Inverness
IV3 5NX
15 September 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 – 22 SEPTEMBER 2011
A meeting of the Board of HIGH LIFE HIGHLAND will take place in THE OLD LIBRARY, TULLOCH STREET, DINGWALL on THURSDAY 22 SEPTEMBER 2011 at 11.00 A.M
You are invited to attend the meeting and a note of the business to be considered is attached.
Yours faithfully
MICHELLE MORRIS
ASSISTANT CHIEF EXECUTIVE
BUSINESS
1. Interim Chairmanship
Miss Michelle Morris, Assistant Chief Executive, The Highland Council, will take the Chair.
2. Apologies for Absence
MAIN PAPERS – PART 1
3. Charitable Status and Incorporation of High Life Highland and Appointment of Directors to High Life Highland and High Life Highland (Trading) C.I.C
There is circulated dated 13 September 2011 by Miss Michelle Morris, Assistant Chief Executive, The Highland Council updating Directors on:-
a. the application for Charitable Status;
b. the Incorporation of the main Company;
c. membership of the Company;
d. Directors appointed to the Board; and
e. the process of appointment of Directors to High Life Highland (Trading) C.I.C.
Appendix 1i – Articles of Association
Appendix 1ii – Articles of Association (cont)
Appendix 2 – List of Directors Appointed to the Board
The Board is invited to:-
i. note that notification has been received from the Office of the Scottish Charity Regulator that High Life Highland is eligible in principle to be registered as a charity in Scotland;
ii. note that until the charity decision-making process is complete, High Life Highland must not describe itself as a charity;
iii. note that incorporation of High Life Highland is complete and the company’s Memorandum and Articles of Association;
iv. note the membership of High Life Highland and the Directors appointed to the Board;
v. agree the four Directors from the main Company to also serve on the Trading Subsidiary; and
vi. agree the process of appointing the two additional Board Members to the Trading Subsidiary as detailed in paragraph 4.2 of the report. PP 1-45
4. Expenses System for Directors of High Life Highland
There is circulated Report No. HLH2/11 dated 13 September 2011 by Miss Michelle Morris, Assistant Chief Executive, The Highland Council recommending a system of reimbursement of expenses incurred by Directors in the course of work on behalf of the Company.
The Board is invited to:-
i. agree the allowances and process for claiming expenses as outlined in the report; and
ii. note that a Code of Conduct for Directors and Guidance on the Acceptance of Gifts and Hospitality will be presented at the October Board meeting. PP 46-49
5. 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.
6. Appointment of Chair and Vice Chair
The Board is invited to appoint a Chair of the Company, who will preside at meetings of the Board, and a Vice Chair.
7. Appointment of Company Secretary
The Board is invited to confirm the appointment of Miss Michelle Morris, Assistant Chief Executive, The Highland Council as Company Secretary of High Life Highland to authorise her to make the appropriate entries in the Register of Members and Directors and to make all necessary returns to Companies House. This appointment will continue until any decision to the contrary is taken by the Board.
8. Company Seal
It is recommended that the Board resolve that the Company will not have a seal.
9. Appointment of Company Solicitors and Auditors
The Board is asked to grant permission for Officers to go out to tender for the services of a Company Solicitor and Auditor, details of which will be provided at the meeting.
10. Determination of Financial Year
The Board is invited to approve that the Company’s Financial Year shall run from 1 October 2011 to 31 March 2012 and thereafter, in following years, from 1 April to 31 March.
11. Financial Arrangements and Cheque Signatories
There is circulated Report No. HLH3/11 dated 13 September 2011 by the Head of Community Learning and Leisure informing Directors that, to effect a secure transfer of financial control, High Life Highland will initially follow The Highland Council Contract Standing Orders and financial procedures. In addition, as part of the transfer of financial control, it is recommended that procedures are adopted for the signing of company cheques.
The Company Secretary will also report that the Clydesdale Bank has been appointed as the Company Bankers.
The Board is invited to:-
i. note that, to effect a secure transfer of financial control, High Life Highland will initially follow The Highland Council Contract Standing Orders;
ii. agree that for cheques up to £3,000 one signature from the wider management team, made up of the Chief Executive, Head of Resources, Head of Performance, Head of Business and the Finance and Personnel Managers and the Principal Business Support Officer; is required;
iii. for cheques above £3,000, up to the existing limit of £25,000, two signatures are required, one of which must be the Chief Executive or Head of Service; and
iv. that the Clydesdale Bank has been appointed as Company Bankers. P 50
12. Insurance Arrangements
There is circulated Report No. HLH4/11 dated 13 September 2011 by the Head of Community Learning and Leisure detailing the insurance arrangements in place for High Life Highland.
The Board is invited to note that appropriate insurance arrangements are in place and that new risks arising from the creation of the company will be covered from its inception. PP 51-54
13. Progress with Legal Framework and Reports Presented to The Highland Council Committees
There is circulated Report No. HLH5/11 dated 13 September 2011 by the Head of Community Learning and Leisure updating Directors on the Legal Framework supporting the creation of High Life Highland.
In addition, Rhona Harper, Shepherd and Wedderburn will undertake a presentation updating the Board on discussions on the legal framework and setting out proposals for signing off the Framework. The Report also updates Directors on three key reports, two of which have been approved by the Highland Council and one which is to be presented to the Education, Culture and Sport Committee on 15 September 2011. These reports cover the transfer of operation of buildings, non property assets and staff to High Life Highland as well as the management fee and the expectations the Council has of High Life Highland in terms of service delivery for the period to 31 March 2012. Their approval by the Highland Council allows the final preparation of the documents which form the agreement between High Life Highland and the Council.
The Board is invited to:-
i. note the milestones of progress towards the final agreements between The Highland Council and High Life Highland;
ii. discuss the update to the legal framework presented by Rhona Harper, Shepherd and Wedderburn; and
iii. agree that the Chair of High Life Highland be delegated authority to sign off the Legal Framework. PP 55-57
MAIN PAPERS – PART 2
14. Services Fee
There is circulated Report No. HLH6/11 dated 13 September 2011 by the Head of Community Learning and Leisure outlining how the proposed Services Fee for the period 1 October 2011 to 31 March 2012 has been arrived at and which recommends that Directors accept the Services Fee offered by The Highland Council to deliver the Service Delivery Contract.
The Board is invited to accept the proposed Services Fee of £7.961M for the period 1 October 2011 to 31 March 2012 offered by The Highland Council to deliver the Service Delivery Contract, subject to the agreement of the recommended level of Fee being approved by the Education, Culture and Sport Committee on 15 September 2011. PP 58-61
15. Staff Structure
There is circulated Report No. HLH7/11 dated 13 September 2011 by the Head of Community Learning and Leisure proposing the structure and roles of senior managers transferring to High Life Highland.
Appendix 1 – Proposed Staff Structure
The Board is invited to approve the structure and the relative roles for senior managers transferring to High Life Highland. PP 62-64
16. High Life Highland Operational Plan
There is circulated Report No. HLH8/11 dated 13 September 2011 by the Head of Community Learning and Leisure presenting the Operational Plan for High Life Highland for the period 1 October 2011 to 31 March 2012.
Appendix 1 – Staffing Resources by ASG
Appendix 2 – Staffing Establishment
Appendix 3 – Staff Structure
Appendix 4 – Facility Portfolio
Appendix 5 – Breakdown of the Budget
Appendix 6i – Risk Register
Appendix 6ii – Risk Register
Appendix 7 – Work Streams
The Board is invited to approve the Operating Plan for High Life Highland for the period 1 October 2011 to 31 March 2012. PP 65-106
17. Note of Seminar
There is circulated, for information, a Note of the Seminar of High Life Highland held on 29 July 2011. PP 107-112
18. Timescales for Approval of Key Policies
There is circulated Report No. HLH9/11 dated 13 September 2011 by the Head of Community Learning and Leisure detailing the timescale and programme for approval of key policies that High Life Highland will require to operate.
The Board is invited to note:-
i. the proposed timescale and programme for approval of key policies;
ii. that, in the meantime, the use of existing Highland Council policies; and
iii. that managers will develop and implement other personnel policies as necessary. PP 113-115
19. High Life Highland Brand and Branding
There is circulated Report No. HLH10/11 dated 13 September 2011 by the Head of Community Learning and Leisure introducing a presentation regarding the proposed brand and logo for High Life Highland.
The Board is invited to approve the proposed brand and logo for High Life Highland. P 116
