Board minutes: 9 April 2024

(Commissioners only, 9.00 – 9.30am)

The Board Chair welcomed everyone to the meeting. Apologies had been received from Roseanna Cunningham.

Commissioners welcomed Vijay Rangarajan, Chief Executive, and Elizabeth Youard who had recently joined as Head of Governance. Both Vijay and Elizabeth were attending their first Commission board meeting.

Resolved: That the Board noted further declarations of interests to be provided to the Governance team for updating on the register and publication on the website.

Resolved: That the Board agreed the minutes of the meeting held on 27 February 2024, subject to the finalisation of Minute 6.1 to refer to the clarification given at the meeting on the supplementary estimates for 2023/24 for Scotland and Wales. The board delegated the approval of this additional sentence to the Chair, ARAC Chair and Commissioner for Wales, working with the Finance Director.

Post-meeting note: Delegated approval was given after the meeting to adding one more sentence to Minute 6.1 to read: ‘It was also confirmed by the Interim Director of Finance that assumptions underpinning the Main Estimate 2024/25 encompass the additional sums agreed in the Supplementary Estimates of 2023/24 for both Scotland and Wales.’

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

Resolved: That the Board noted the forward plan of Board business 2024/25.

The Chief Executive discussed with the board his initial reflections on arrival at the Commission; preparations for the May 2024 polls – assurance and risks; and his external engagement programme, which had involved meetings with key stakeholder groups and visits to Belfast, Edinburgh and a scheduled visit to Cardiff. Work underway included:

• partnership working on the range of threats facing democratic systems, and jointly with regulators in a Strategic Roundtable, convening where needed;
• evidence giving to the Scottish Parliament on Scottish Elections (Representation and Reform) Bill; on the Senedd Cymru (Electoral Candidate Lists) Bill; and to the Joint Committee on the National Security Strategy (JCNSS);
• learning from international electoral systems; and
• monitoring and supporting awareness campaigns, including voter ID and progress on Voter Authority Certificates for groups potentially at risk of missing out.

Internally, the organisation’s priority was the 2024 elections. The organisation had been successfully delivering estates projects and was strengthening its internal digital capability and governance of projects.

The Chief Executive welcomed the Board’s commitment to developing the Commission’s strategic influence. Dialogue on this topic would continue in the context of the development of the Corporate Plan.

Resolved: That the Board noted the Chief Executive’s update.

Board development – board coaching workstreams update (Oral)

The Chair with Commissioners spoke of progress underway on board development through three workstream groups which had formed, each jointly led by three Commissioners with Executive Directors. The workstreams would examine and find ways to help drive board effectiveness forward. They encompassed board roles and responsibilities, ways of working, and the induction process for welcoming new Commissioners to the board. Workstream leads updated the board. The Chair would give support to these initiatives.
Resolved: That the Board noted the update on the board team coaching workstreams.

Corporate Governance Framework annual review (EC 270/24)

The Corporate Governance Framework had been updated with the new terms of reference for the Board’s subcommittees, including the new Equality, Diversity and Inclusion (EDI) Committee. The Framework might need to be revisited once it was clear whether this was necessary to fulfil any recommendations emergent from the team coaching workstreams. The Remuneration and Human Resources Committee (RemCo) Chair sought that the RemCo’s remit for EDI in its terms of reference was up to date.

Board committee chairs welcomed the inclusion of any Commissioner observers at board committee meetings. Observers would be expected to abide by normal meeting courtesies regarding the committee decision-making process.

Resolved: That the Board agreed the updated Corporate Governance Framework in readiness for publication on the external Commission website, subject to Chairs’ confirmation of the RemCo’s terms of reference.

The Board discussed and confirmed a proposed approach to the Commission’s observing function ahead of the scheduled May 2024 polls and the next UK Parliament General Election (UKPGE). The purpose of the review was to ensure that the Commission supported all observers effectively and the accredited observers scheme ran smoothly and professionally for the benefit of all stakeholders. Discussion centred upon enablers to ensure that accredited observers could fulfil their roles within a supportive framework which maintained integrity.

The observers scheme gave visibility to the Commission locally through its accredited observers. Observers would be working responsibly and professionally, open to conversations on managing conflicts of interest with integrity and for advice giving on security. The approach built upon prior learning. Resourcing the observers strategy would need to reflect good use of public money. 
Observers would have the opportunity to thank all teams involved in administering elections.

The strategy’s final form would reflect the Commission’s duty of care to its observers and balance of the opportunity and risk highlighted in the discussion. It would be ready in time for the 2 May local elections.

The Board thanked the Director of Electoral Administration and Head of Support and Improvement for the preparation of the observers strategy document.

Resolved: That the Board approved the adoption of the strategy for observers subject to incorporation of Commissioners’ feedback in the final document.

The Board discussed the development of a consistent approach to party conferences, for engagement and not for regulatory purposes. The factors considered were: finding the right approach to representation at party conferences; the aims and purpose of representation; the effectiveness of investment; and engagement at these events in a way that offered value for money.

Practice over the two years to 2024 had been considered. Party conference attendance supplemented existing engagement plans.

From one Commissioner viewpoint, what engagement could be achieved at conferences through stands and fringe meeting was open to question. A surgery might be helpful to offer regulatory support but the high cost of party conferences should be considered.  Other Commissioners spoke about the benefit of meeting party officials and raising the Commission’s profile.

The discussion pointed to the need to further develop the strategy in order to achieve a delivery plan which could be resourced.

Resolved: That the Board was content for the strategy to be adopted and requested incorporation of Commissioners’ feedback in the final document.

The Audit and Risk Assurance Committee (ARAC) Chair presented the committee’s work in 2023/24, thanking all contributors for their input.

Commission’s internal audit contract with RSM was concluding and BDO would be providing internal audit support from 2024/25. A spoken update was given on the outstanding internal audit reviews. The value of an internal developmental session on the role of audit would be explored for its potential for organisational learning.

Resolved: That the Board noted the ARAC 2023/24.annual report to the Board.

The Remuneration Committee (RemCo) Chair presented the committee’s work in 2023/24, referencing the extraordinary committee meeting held to consider and recommend the terms and conditions for the Chief Executive. The final report would incorporate this addendum.    

The RemCo had most recently met on 19 March. It had reviewed progress on the pay review project and the actions being taken in response to areas for focus which had arisen in the people survey 2023.

Resolved: That the Board noted the RemCo 2023/24.annual report to the Board, subject to the addition of the reference to the extraordinary meeting held.

The Chair spoke to the EDI meeting held on 19 March and had agreed strategic priorities and success measures within the EDI Strategy  action plan. The committee had heard an excellent presentation from each of the devolved offices on partnership and engagement work, showing how the organisation took account of the local community in our outreach, and voter engagement partnerships.  Three case studies were presented on work done with young people, people with learning disabilities, and supporting refugees to vote. Future meetings would review EDI in the contexts of implementation of photo ID and the perspective of candidates and campaigners.

Resolved: That the Board noted the update and would receive the slide presentation on devolved offices’ EDI activities and case studies.

The Board considered a report on this subject.

Resolved: that the Board noted the Commission’s register of interests, gifts, donations and hospitality.