27 August 2020

Glenurquhart Road
Inverness
IV3 5NX

20 August 2020

Please ask for: Miss J Maclennan

To: Directors of the Board of High Life Highland

Michael Golding	Tom Heggie
Andrew Jarvie	Tracy Ligema
Donald McLachlan	Vacant
Ella MacRae	Linda Munro
Ken Nicol	Ian Ross
Mark Tate	Ben Thompson

Dear Director

A meeting of the Board of HIGH LIFE HIGHLAND will take place REMOTELY on THURSDAY 27 AUGUST 2020 at 2.00 pm.

Yours faithfully
STEWART FRASER
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 2019-24 PP 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 2019-24.

4. Confirmation of Minutes PP 2-14

The following Minutes are circulated for approval:-

i. Board Meeting held on 18 June 2020 (pp. 2-7);
ii. Finance and Audit Committee held on 10 August 2020 (pp. 8-11);
iii. Health and Safety and Environmental Compliance Committee held on 18 August 2020;

and for noting:-

iv. High Life Highland (Trading) (draft) held on 18 June 2020 (pp. 12-14).

5. Matters Arising – Board Meeting of 18 June 2020 P 15

There is circulated, for information, matters arising from the meetings of the Board held on 18 June 2020.

The Board is invited to note the position.

CORPORATE GOVERNANCE

6. Appointments

High Life Highland
Council Director

The Board is invited to note that Highland Council, at its meeting on 30 July and continued on 3 August 2020, appointed Mr Ben Thompson as a Council Director to the Board of High Life Highland.

High Life Highland
Independent Director

In terms of the Memorandum and Articles of Association, the question of which Independent Directors are to retire at the next Annual General Meeting (AGM) requires to be determined at this Board meeting. Should no other Independent Directors put themselves forward for retiral, the two longest serving Director are Ian Ross and Ken Nicol. Directors electing to retire are reminded that they must intimate whether or not they are willing to be re-appointed with effect from the conclusion of the AGM with any such declaration being final and conclusive.

The Board is therefore also invited to:-

i. note the resignation of John Murray as an Independent Director and consider if they wish to hold this vacancy meantime;
ii. agree that individual Directors consider if they wish to retire with effect from the AGM, bearing in mind that they can also intimate their intention to seek re-election;
iii. should no Director indicate their intention to resign, note the terms of office and, consequently, those Directors scheduled to stand down/seek re-appointment;
iv. note the two Directors’ terms of office would take effect from the next AGM, scheduled at present for February/March 2021;
v. note the generic Skills Set; and
vi. agree that specific skills required by the Board be identified in the accompanying advert.

For the following, Directors are reminded that:-

• nominees require to be proposed and seconded; and
• individuals being nominated must indicate their willingness to accept the post.

(a) High Life Highland (Trading) C.I.C.

Following the resignation from the Board of Mr Murray, the Board is invited to appoint a Director to the Board of High Life Highland (Trading) C.I.C.

(b) Finance and Audit Committee

Following the resignation from the Board of Mr Macpherson, the Board is invited to appoint a Director to the Finance and Audit Committee.

The Board is invited to appoint a Director to the Highland Award Partnership.

The Board is asked to resolve that the following item be restricted to Directors, representatives from HLH, the Company Secretary’s office and the Company Auditors, Saffery Champness.

7. Approval of Draft Annual Report and Accounts to 31 March 2020

There will follow Approval of Draft Annual Report and Accounts to 31 March 2020.

QUALITY AND PERFORMANCE

8. Finance Report PP 16-24

There is circulated Report No. HLH18/20 dated 13 August 2020 by the Chief Executive providing an update on the financial performance of High Life Highland for quarter one 2020/21 and other matters relevant to the remit of the Committee.

The Board is invited to note:-

i. the results for the period April to June 2020 detailed in Appendix A reports a positive variance to budget of £864,995 for the quarter;
ii. using the financial scenario planning model (as detailed in Appendix D) an improved reasonable worst-case year-end deficit of £1.5m with a range of £0.8m to £1.8m (deficits) is projected;
iii. there have been no breaches of internal controls reported in the past quarter;
iv. there have been two data breaches reported in the last quarter;
v. the award of contracts: and
vi. although the financial position is stabilising in-year, there is a strong probability that financial support will be required in FY21/22 in order to secure services.

9. Recovery Plan Update PP 25-45

There is circulated Report No. HLH19/20 dated 18 August 2020 by the Chief Executive providing an update on the Recovery Action Plan (RAP), underpinned by the hlhbounceback marketing campaign.

The Board is invited to note:-

i. that despite projected income losses of £9.345m, extensive mitigation means that the HLH reasonable worst-case year-end deficit has been reduced from initial estimates of £11.4m down to £1.55m (with a sensitivity of £0.8m to £1.8m (deficits));
ii. that the current projected year-end deficit of £1.55m equates to 5% of HLH overall turnover (£30.8m);
iii. that £4.7m is projected to be drawn down from the UK Government Job Retention Scheme (JRS);
iv. that total in-year mitigation of £7.75m (JRS income plus other costs mitigations) equates to 25% of HLH overall turnover;
v. the significant amount of joint working between High Life Highland and the Highland Council to serve our citizens and communities during the Pandemic;
vi. the governance and due diligence arrangements for recovery;
vii. RAP progress against the plan and the seven key themes;
viii. the vital importance of early HLH access to the school estate;
ix. that strategic alignment with The Highland Council will be critical to realisation of overall benefits, with rationalisation a particular area of potential joint working;
x. that HLH main effort is now shifting from mitigation to strategic business recovery planning;
xi. that HLH is confident that it can recover in FY21/22 with some one-off support; and
xii. that HLH services that support vulnerable groups, music tuition and project management of the Inverness Castle Project have continued throughout lockdown.

10. highlife Subscriptions bounceback PP 46-55

There is circulated Report No. HLH20/20 dated 18 August 2020 by the Chief Executive proposing the action plan for the recovery of highlife subscriptions as the country moves through the COVID-19 pandemic.

The Board is invited to:-

i. consider the action plan in Appendix A of the report and any necessary amendments;
ii. note that some of the actions in the plan are underway;
iii. approve the action plan for implementation; and
iv. agree to consider as part of the business planning work which will take place over the coming months to consider investment in developing bespoke and integrated ICT systems which improve the on-line customer journey.

11. Risk Register Update PP 56-71

There is circulated Report No. HLH21/20 dated 27 August 2020 by the Chief Executive providing the annual update on High Life Highland’s Risk Register.

The Board is invited to review and approve the Risk Register at Appendix A of the report and the associated supporting documents at Appendices B and C.

12. Performance Report PP 72-102

There is circulated Report No. HLH22/20 dated 18 August 2020 by the Chief Executive presenting performance information for the period April to June 2020.

The Board is invited to:-

i. comment on the report and agree that the overall health check on the Charity for the period is assessed as amber because the effect of the lockdown;
ii. note that the delivery of the business plan is on hold with the focus having become the Recovery Action Plan and that the business plan will be reviewed in the light of the COVID pandemic; and
iii. note that the mitigating actions are being developed as contained in the recovery report and highlife subscriptions bounceback report elsewhere on this agenda.

13. Health and Wellbeing Update PP 103-121

There is circulated Report No. HLH23/20 dated 18 August2020 by the Chief Executive providing the six-monthly update on progress made on implementing the Health and Wellbeing Plan (2019–2024). The report also provides an update on the work undertaken which has focussed on employee and participant health and wellbeing during the Covid-19 outbreak and in the context of recovery.

The Board is invited to note the report and comment on any salient point.

14. Human Resources PP 122-129

There is circulated Report No. HLH24/20 dated 18 August 2020 by the Chief Executive providing an update on Human Resources activity for the period April to June 2020 which includes information relating to absence, disciplinary and grievance issues during this period.

The Board is invited to note:-

i. and comment on the content of the quarterly HR report including the update on the staffing establishment and attendance management and union engagement;
ii. note and comment on the content of the HR Covid-19 update including details of the Coronavirus Job Retention Scheme, Status Review Group and Staff Consultation; and
iii. note and comment on HLH’s attainment of the Armed Forces ERS Gold Award.

15. Gender Pay Gap PP 130-135

There is circulated Report No. HLH25/20 dated 9 August 2020 by the Chief Executive providing the proposed content to meet legal reporting requirements on High Life Highland’s Gender Pay Gap.

The Board is invited to comment on and note the draft Gender Pay Gap Report in Appendix A of the report and approve its submission to the UK Government and publication on the HLH website.

STRATEGY

16. Strategic Review PP 136-139

There is circulated Report No. HLH26/20 dated 18 August 2020 by the Chief Executive providing an update presentation on the Inverness Castle Project development, focussing on the impact of this project on the governance and structure of High Life Highland. Given the huge shift in the external environment, the report also considers how the charity moves from mitigation during COVID-19, to strategic planning in order to safeguard against the danger of strategic drift.

The Board is invited to:-

i. note and comment on the Inverness Castle update, including the need to align our structure to cater for the project; and

agree

ii. that a facilitated session for Directors of HLH Trading, the main charity Board and officers be held in October to review: COVID-19 Recovery Plan progress; review of the HLH Business Plan for 2021 to 2025; review business growth opportunities, including governance arrangements for the Inverness Castle Project; and
iii. the draft process and timetable for the development of a revised HLH Business Plan for 2021-2025.

The Board is asked to resolve that the following item be restricted to Directors, representatives from HLH and the Company Secretary’s office

17. Exploratory Work to Develop Business Case PP 140-144

There is circulated Report No. HLH27/20 dated 18 August 2020 by the Chief Executive.

The Board is invited to agree the recommendations.

A G E N D A