Board minutes: 22 June 2022

Apologies were received from Kieran Rix, Director, Finance and Corporate Services.

The Chair welcomed all to the meeting, in particular Paul Redfern, Independent Adviser to the Audit and Risk Committee. Paul would continue to maintain relationships with Commissioners and on occasion provide advice where applicable. Paul would be contributing to the end of year reports.

Resolved: That the Board noted no new declared interests.

Resolved: That the minutes of the Board meeting on 18 May 2022 be agreed.

The Board noted that the report on Bullying and Harassment which went to a meeting of the Remuneration and Human Resources Committee last year, was circulated to Commissioners.

It was noted that the remaining actions were delayed due to clarification on what would be covered, and in places the need to organise external speakers. These items will be scheduled for board business this year.

Resolved: That the Board noted the progress against actions requested by the Board.

The Board discussed how best to capture and progress any actions from the deep dive sessions at the October meeting in Northern Ireland and the England region meeting in February 2023.

The potential for an annual discussion around the state of the electoral system was discussed, potentially following the May elections. This would enable the Board to take stock and aid forward planning.

Resolved: That the Board discussed and reviewed the Forward Plan of Board business for 2022/23, with pending topical items for scheduling.

The Board discussed the Audit completion report (including management letter) on the 2021/22 financial statements audit.

The Board were advised that whilst there were only minor issues still left to be resolved, the NAO could not provide assurance at this stage, but at the same time, were not anticipating any significant changes.

The Chair of the Audit and Risk Committee advised that at their meeting earlier in the week, they were satisfied with the reasonable assurance from NAO.

Resolved: That the Board was content with delegating the final approvals to the Accounting Officer and the Commission Chair on the NAO completion report and approve any further disclosure amendments unless they were significant in nature.

The Board considered the annual internal audit opinion, prepared by internal auditors RSM, on the overall adequacy and effectiveness of the organisation’s risk management, control and governance processes. The opinion would contribute to the organisation's annual governance reporting.

The Audit and Risk Committee Chair advised the Board that despite the report providing reasonable assurance, the Committee was working with RSM to further enhance the internal audits for the coming year.

The Board discussed and noted that at a previous meeting of the Audit and Risk Committee, an audit on PF Online procurement was deferred.

Resolved: That the Board noted RSM’s audit opinion.

The Board received the Commission’s Annual Report and Accounts 2021/22 following the Audit and Risk Committee’s review of the Report and Accounts including the governance statement, at their meeting on 20 June.

The Board noted that this was the first year in which the accounts also have to include specific reports on Scottish and Welsh devolved functions. The Board supported the inclusion of dedicated sections devoted to Scotland, Wales and Northern Ireland.

The Board discussed finalisation of the foreword for consistency and welcomed the overall approach on how the report was written, thanking staff colleagues for their work thus far.

The Board noted that following discussions at the Audit and Risk Committee meeting, the Committee Chair recommended to the Board, delegated authority to both the Commission Chair and the Chief Executive:
(i) that it adopted the accounts and,
(ii) the accounting officer approved the governance statement and signed the accounts as appropriate

Resolved: That the Board approved and adopted the Annual Report and Accounts for 2021/22, subject to final NAO approval, to be signed by the Accounting Officer and submitted to the Comptroller and Auditor General for certification. The audited Report and Accounts would then be laid before the House of Commons, House of Lords and Scottish and Welsh Parliaments in July.

The Chair of the Audit and Risk Committee introduced the report, summarising the work of the Committee during the year 2021/22.

The Board noted the Committee’s annual review of information assurance and further work planned to enhance cyber security and reduce risk.

The Board noted that a risk appetite workshop would be scheduled this year for the Board to understand further risk management, and how this is linked to the Commission’s objectives, helping with Board oversight whilst improving financial and budgetary controls.

Resolved: That the Board noted the work of the Audit and Risk Committee during the year 2021/22.

The Chair of the Remuneration and Human Resources Committee introduced the report, summarising the work of the Committee during the year 2021/22.

The Board welcomed the update noting recent activities of the Committee on workforce and recruitment retention risks, ways of working post Covid, exit payments, pay remit and the staff survey results 2021.

The Board noted that whilst finalisation of the revised people strategy was due to be presented at the next Committee meeting, the Board discussed how best the Committee can engage more with staff colleagues on HR issues and the culture of the organisation.

The Board noted that Commissioners are welcome to attend either of the two Committees as observers to better understand and engage in their work.

Resolved: That the Board noted the work of the Remuneration and Human Resources Committee during the year 2021/22.

Having regard to the desirability of keeping pay broadly in line with the Civil Service and considering wider comparisons, the Board considered the appropriate approach for the annual pay award remit for the Commission in 2022/23.

The Board discussed the need for flexibility in recruiting staff and how to do this. The Board favoured recruiting from wider, diverse geographical areas, and more flexibility on remote working, but acknowledged that there would be the need for certain teams to attend the office more than two days a week. This also raised discussions on office space and how that relates to our approach to recruitment.

Resolved: That the Board agreed the proposed pay remit for the 2022/23 pay award.

The Board received an oral update from the General Counsel on work planned for the review of Board effectiveness.

The Board noted that this work would be carried out internally rather than using an external organisation and that a survey would be circulated via a survey platform to capture the Board’s performance, insights and ways of strengthening the work between the executive and Board members whilst highlighting areas for further development.

It was noted that the survey would be anonymised and there would be extra text space for additional comments. The survey would be reported to the October Board meeting as part of the Board effectiveness review item.

Resolved:  That the Board noted the oral update.

The Board received an oral update on operations and matters arising, in particular updates on digital transformation, Elections Act implementation, the Independent Adviser to the Commission Board on Equality, Diversity and Inclusion, and the Belfast Board away day in October.

The Chief Executive advised the Board on work planned for the Commission’s digital infrastructure, following the appointment of the new Head of Digital who started at the Commission this week.

The Board noted that the Commission has been responding to the aging IT infrastructure and plans are in place to move services to Cloud based infrastructure. Further updates including any funding gaps would be reported to the Board in the coming months.

The Board noted that the revised people strategy was in its final iterations and this would be received at the Remuneration and Human Resources Committee meeting in July, before wider circulation to the Board.

It was noted that there was a renewed focus on learning and development in the strategy.  Learning and development taster sessions have been programmed for two days in July and, a roll out of a leadership programme across the organisation. It was reported that we have engaged with external parties who have offered to run leadership workshops, providing colleagues with an opportunity to take part in masterclasses to develop their skills.

The Board noted an update on the Elections Act and in particular recent discussions with the Minister related to implementation of the provisions.

It was agreed that Elections Act implementation will be a topic for discussion at the next Board meeting in July.

The Board noted arrangements for the Belfast Board away day in October were underway, with thanks to Commissioner Katy Radford for her input so far.

It was noted that we are arranging a two day programme, with an option for staff colleagues and Commissioners to travel on the Sunday and have dinner. We are starting to programme and secure speakers and Katy Radford will circulate an email to share some thoughts for the programming. An update will be brought to the July Board meeting.

The General Counsel updated the Board on the recruitment of the Independent Adviser to the Commission Board on Equality, Diversity and Inclusion.

The Board noted that the campaign is now closed with twenty six applications received. The longlisting took place this week, agreeing on nine applicants. The agency will hold interviews to produce a shortlist of candidates next month.

The Board noted that the selection panel were impressed with the quality of applicants so far, from a wide range of backgrounds.

The Board discussed the scope of the role and how this role would link in with work already scoped out with the EDI lead and the remit of the Remuneration and Human Resources Committee. There was a desire to ensure that the Independent Adviser would have an effective role within the Board and Commission with discussions on expectations and value for money.

Resolved: That the Board noted the oral updates.

The Board received an oral update on the work of the Committee at their meeting earlier in the week.

The Board noted activities on the RSM internal audit on quality assurance and the progress report, as well as the internal audit annual opinion. Further work considered was on the National Audit Office report, Annual Report and Resource Accounts (including the governance statement) 2021/22, Annual Report of the Committee 2021/22 to the Commission Board and Committee effectiveness.

Resolved: That the Board noted the oral updates.