31 August 2022
Glenurquhart Road
Inverness
IV3 5NX
23 August 2022
To: Directors of the Board of High Life Highland
| Biz Campbell | Tracy Ligema |
| David Finlayson | Donald McLachlan |
| Nick Finnigan | Ken Nicol |
| Michael Golding | Sarah Rawlings |
| Marianne Hutchison | Ian Ross |
| Andrew Jarvie | Mark Tate |
Dear Director
A meeting of the Board of HIGH LIFE HIGHLAND will take place in the CEREMONY SUITE, HIGHLAND ARCHIVE AND REGISTRATION CENTRE, BUGHT ROAD, INVERNESS on WEDNESDAY 31 AUGUST 2022 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 2022-27
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 2022-27.
4. Confirmation of Minutes
The following Minutes are circulated for approval:-
i. Board Meeting held on 22 June 2022;
ii. Finance and Audit Committee held on 8 August 2022;
iii. Health and Safety and Environmental Compliance Committee held on 8 August 2022;
and for noting:-
iv. High Life Highland (Trading) held on 22 June 2022.
5. Matters Arising – Board Meeting of 22 June 2022
There is circulated, for information, matters arising from the meeting of the Board held on 22 June 2022.
The Board is invited to note the position.
CORPORATE GOVERNANCE
6. High Life Highland – Independent Directors
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. Mr Ian Ross has indicated his intention to retire and not to seek re-election and, should no other Independent Directors put themselves forward for retiral, the other longest serving Director is 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 Ian Ross from March 2023 as an Independent Director;
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, that Ken Nicol is 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 March 2023;
v. note the generic Skills Set; and
vi. agree that specific skills required by the Board be identified in the accompanying advert.
7. Risk Register
There is circulated Report No. HLH/15/22 dated 16 August 2022 by the Chief Executive providing an annual update on High Life Highland’s Risk Register.
The Board is invited to review and approve the Risk Register at Appendix A and the associated supporting documents at Appendix B, Appendix C and Appendix D of the report.
8. Approval of Draft Annual Report and Accounts to 31 March 2022
There is circulated Report No. HLH/16/22 dated 23 August 2022 by the Chief Executive presenting the annual report and accounts for High Life Highland for the period ending 31 March 2022.
The Board is invited to:-
i. agree the finalised Annual Report and Audit Accounts as circulated separately; and
ii. authorise the Chair to sign the Directors’ Going Concern statement also circulated separately.
QUALITY AND PERFORMANCE
9. Finance Report
There is circulated Report No. HLH/17/22 dated 18 August 2022 by the Chief Executive providing an update on the financial performance of High Life Highland for quarter one 2022/23 and other relevant matters.
The Board is invited to note:-
i. the draft year end outturn for 2022/23 as detailed in Appendices A-C reports a projected deficit of £868k;
ii. the mitigating actions taken by management;
iii. the financial support from The Highland Council and the projected level of unrestricted reserves;
iv. no breaches of internal controls have been reported in the past quarter;
v. no data breaches have been reported in the past quarter; and
vi. that the charity remains Teckal compliant.
10. Performance Report
There is circulated Report No. HLH/18/22 dated 22 August 2022 by the Chief Executive presenting performance information for the period April to June 2022.
The Board is invited to:-
i. comment on the report and agree that the overall health check on the charity for that period is RAG rated as “amber” because of the financial position caused by customer return having slowed;
ii. note that the national picture has been taken into account in coming to this assessment;
iii. note that discussions are underway with Council Officers on HLH’s financial position and the mitigating actions being taken, with the possibility of increased financial challenges in FY 23/24 and beyond having been flagged at this early stage; and
iv. agree that HLH continues with discussions at officer level with the potential for support of the HLH Chair and the Chair of the Finance and Audit Committee as appropriate.
11. Health and Wellbeing Update & New Draft Strategy
There is circulated Report No. HLH/19/22 dated 16 August 2022 by the Chief Executive providing a six-monthly progress update on the implementation of the Health and Wellbeing Plan (2022-2027) with examples of some of the work which has been undertaken which supports the health and wellbeing of Highland communities.
The Board is invited to:-
i. note the progress made to date; and
ii. comment on the update.
12. Human Resources Update
There is circulated dated Report No. HLH/20/22 16 August 2022 by the Chief Executive providing an update on HR related matters for Quarter 1, April to June 2022.
The Board is invited to:-
i. note the standing HR matters for Q1, 2022/23;
ii. agree to a partnership working arrangement with The Highland Council in terms of internal vacancies;
iii. note the proposal for employing young people under 16; and
iv. note the new Guidance on MenopauseReport No. HLH/20/22
13. Youth Convener – Summary of Year in Office
Anja Johnston, Youth Convener, will be present at the meeting to provide a summary of the main elements of work/achievements over the past year as Youth Convener.
The Board is invited to comment on and note the content of the Highland Youth Convener 2021-2022 presentation.
14. Chair/Chief Executive’s Updates
There is circulated Report No. HLH/21/22 dated 22 August 2022 by the Chief Executive providing information and the opportunity to discuss issues affecting HLH and its work at an early stage.
The Board is invited to comment on and note the updates
