Meeting Minutes - Scottish Canals

Meeting Minutes
Minutes of the Meeting of the Board of Scottish Canals held on 25 th October
2012 at Scottish Canals, Applecross Street, Glasgow at 8.30am.
Present: Dr Jon Hargreaves - Chair
Geoff Aitkenhead - Vice Chair
Tanya Castell - Non-Executive Director
Steve Dunlop - Chief Executive
Martin Latimer - Non-Executive Director
Duncan Sutherland - Non-Executive Director
In Attendance: Nicola Christie - Head of Legal Services (Secretary)
Debs Hurst
- Director of Finance
David Lamont - Director of Infrastructure
Lesley Corr
- Personal Assistant to Chief Executive
1. Apologies for Absence
The Chair reported that apologies for absence had been received from Katie Hughes, Director of
Estates.
2. Approval of Minutes from Previous Meeting
The minutes of the Board meeting held on 26 th September 2012 were approved.
3. Matters Arising and Review of Previous Actions
The progress report of actions from previous meetings was noted.
4. Declaration of Interests
Duncan Sutherland declared an interest in the development at Winchburgh and Portdownie.
5. UPDATES AND ADVICE
5.1 Chief Executive Report
The following matters were discussed and actions agreed:
5.1.2 HELIX Project
The Partnership Agreement between Falkirk Council and SC had been executed by both parties
agreeing the variations to the Helix governance structure and retaining clauses mitigating SC’s risks
from the previous Partnership Agreement. A special resolution approved by all members (Falkirk
Council, SC and Central Scotland Forest Trust) had dissolved the Helix Trust and effected the transfer
of its assets and undertakings to the Falkirk Community Trust as of 1 st October 2012. The Helix Trust
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staff had TUPE transferred to Falkirk Community Trust and Falkirk Council and, as such, the Helix
Trust would be wound up in due course.
5.1.3 Board Committees
RESOLVED that the terms of reference of the following Committees of the Board, circulated for
consideration prior to the meeting, be approved:
The Audit & Risk Committee;
The Property and Commercial Committee; and
The Remuneration Committee.
The Chair and members of the Audit & Risk Committee had been agreed previously as follows
although any other non-executive Board member could attend any Audit & Risk Committee meeting
for information:
Tanya Castell (Chair);
Geoff Aitkenhead; and
Martin Latimer.
It was agreed that the Chair and members of the Property and Commercial Committee be:
Duncan Sutherland (Chair);
Martin Latimer;
Tanya Castell; and
Steve Dunlop
The Director of Estates, Katie Hughes, would attend the Property and Commercial Committee
meetings.
It was further agreed that the Chair and members of the Remuneration Committee be:
Jon Hargreaves (Chair);
Geoff Aitkenhead;
Tanya Castell;
Duncan Sutherland; and
Martin Latimer.
5.1.4 Scottish Waterways Trust (SWT)
SWT had been incorporated and registered as a new Scottish registered charitable company to take
on the operation of The Waterways Trust in Scotland following separation from The Waterways Trust
in England & Wales. The trustees of The Waterways Trust Scotland had been appointed as trustees of
SWT on incorporation. There was capacity to appoint a further trustee with the skills to be appointed
as Chair of SWT in due course and SC would be involved in the recruitment process to commence
shortly.
Actions:
The aims and objectives of SWT to be circulated to the Board for information.
A meeting between the Board and SWT trustees to be arranged for January 2013.
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5.1.5 Paddlesports Development
The Chief Executive advised that a letter from SC to support the joint application by SC and Glasgow
Watersports for the Paddlesports Development to be funded under Sportscotland’s Sports Facilities
Fund confirmed that SC would grant a twenty five year lease of land for the Paddlesports
Development to Glasgow Watersports for a nominal annual rent. In addition, SC would provide
procurement and project management services for the construction phase as well as support to
Glasgow Watersports as the organisation responsible for the management and operation of the
Development, as required. If in the event that Glasgow Watersports was wound up or dissolved, SC
would step in to maintain the facility and provide support to a successor management organisation
for the Development.
5.2 Finance Report
5.2.1 Operational Financial position to 30 th September 2012
The Finance Director updated the Board on the overall sound financial position for Scottish Canals as
at 30 th September 2012, explained variances to the original plan and gave an overview of the
forecast to 31 st March 2013. At the half year Scottish Canals was on target to break even and may
have a small surplus at the financial year end dependent on a number of factors over the next 6
months.
Actions: A presentation on efficiency savings would be given at either the December or January
Board meeting.
Property and Commercial Committee to be updated on commercial property investment
activities.
The Falkirk Wheel to be reported as a separate item in future budgets and forecast updates.
The development plans for The Falkirk Wheel to be presented to the Board in due course.
5.2.2 Bank Mandate
The Board ratified the addition of Paul McKeachan, Finance Manager, and Nicola Christie, Head of
Legal Services, as signatories to the SC bank mandate.
5.2.3 Financial Delegation
The Board approved the financial delegation schedule for SC, circulated as appendix 1 to the Finance
Director’s report.
Action: the delegation schedule for the approval of SC policies would be considered for approval
at the November Board meeting
5.2.4 Scottish Waterways Trust (SWT)
As a Scottish registered charitable company SWT was responsible for the operation of The Waterways
Trust in Scotland following separation from The Waterways Trust in England & Wales.
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The Board approved a core grant of £0.3m to SWT for the period 1 st January 2013 to 31 st December
2013 subject to the approval of SWT’s Business Plan to the Board in January 2013. This was an
increase of 33.5% from the current grant level.
Action: The SWT Business Plan to be presented to the Board in January 2013
The employees of TWT in England & Wales had transferred to CRT and the TWTS employees would
transfer to SWT at completion. All former TWT employees would remain members of the Waterways
Pension Fund and TWT would no longer be a participating employer in the Fund. The Deed of
Accession to enable SWT to participate in the Waterways Pension Fund was noted. This applied to the
current employees (4) who were able to participate in this Fund. The Fund was now closed to new
members.
CRT had agreed to underwrite the costs of pensions for the former TWT employees in England &
Wales and SC would be required to underwrite the pension costs of the Scottish employees, (4 in
total).
IT WAS RESOLVED that:
The Board approve the Deed of Guarantee to guarantee the liabilities to the Fund of the members of
The Scottish Waterway Trust and that the Deed of Guarantee be executed on behalf of the board by
the Chair.
Action: the pension provision options for SC/SWT employees to be reviewed in due course.
Date of Next Meeting
The next meeting would be held on 22 nd November 2012 at The Falkirk Wheel (to be confirmed).
Signed ……………………………………. Dr Jonathan Hargreaves
Date ………………………..
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