NORTHERN IRELAND TRANSPORT HOLDING COMPANY Summary Minutes of the 154th Group Board Meeting of the Directors held on Wednesday 12 th October 2011 at 09.30am in Chamber of Commerce House, Belfast PRESENT: J Trethowan (Chairman) A Coffey J Brown T Depledge F Hewitt S O Connor C Mason P O Neill IN ATTENDANCE C Burns (Board Secretary) J P Irvine (Company Secretary) S Armstrong (part of meeting) D Brown (part of meeting) G Milligan (part of meeting) GROUP STATEMENT The Directors of the Northern Ireland Transport Holding Company are also the Directors of all other companies within the Group. As such they are mindful of their responsibilities and statutory duties to each. These minutes record the business of the Group meeting at which matters, factors and decisions relating to individual companies were raised and addressed. 1. PRESENTATION BY NIAO The Chairman welcomed Ms Colette Kane, Director with responsibility for Governance at the Northern Ireland Audit Office who gave a presentation on the NIAO s recent publication Good Practice in Risk Management. In advance of the presentation, Ms Kane said she was delighted to have been invited to address the Board, particularly as this was the first meeting for the new Directors. She briefly outlined the role, responsibilities and authority of the Comptroller General who reported to the Chair of the PAC Committee at the N I Assembly. Following a question and answer session the Chairman thanked Ms Kane for her informative and interesting presentation. 2. NEW DIRECTOR APPOINTMENTS The Chairman welcomed new members Ms Sharon O Connor, Mr James Brown, Mr Tony Depledge and Mr Frank Hewitt to their first group meeting. The Company Secretary then proposed that if content, the Board of the Holding Company would now agree to appoint all new directors to the Boards of all subsidiary companies, in keeping with Group practice and precedent. 1
Decision: Having confirmed that Ministerial approval had been already obtained (and that such additional appointments were expected) the Board resolved to appoint the four new directors to the Boards of: Citybus Limited Ulsterbus Limited Northern Ireland Railways Company Limited Flexibus Limited Travel NI Limited NIR Travel Limited Translink NI Limited With a common set of Boards in place, Directors proceeded to hold their Group meeting, turning to the matter of Conflicts of Interest and related interests. The Chairman said that he looked forward to working with everyone and building the team for what would be an interesting and challenging future. 3. DECLARATION OF INTERESTS The Company Secretary drew members attention to the Register of Interests form which members are required to complete. It was pointed out that there were three regular opportunities to deal with interests (i) the documented Register of Interests (to be updated/amended in-year as and when appropriate) (ii) declarations at the beginning of each Board (and Committee) meeting and (iii) on a rolling ad-hoc basis if items arise during meetings which require an impromptu declaration to be minuted. Having had a full discussion not only on the kinds of conflicts of interest which should be declared, but also the kinds of related interests which should be declared, the Board adopted a prudent approach going forward, given the importance of perception in modern times. In this spirit of transparency and setting the tone from the top, two new Board members wished to declare particular ongoing interests as they would in all likelihood surface in conversation in most Board meetings from this point on (with particular reference to Translink s infrastructure, services and strategies relevant to the Foyle region): Mr Hewitt declared an ongoing interest as member of Ilex and the Strategic Investment Board Ms O Connor declared an ongoing interest as the new Chief Executive of Derry City Council Other than these rolling declarations, Members declared that they had no conflict of interest with any of the business being discussed at today s meeting. 4. NEW CORPORATE GOVERNANCE FRAMEWORK Members received a copy of the updated Corporate Governance Manual which had been updated by the Company Secretary with drafting and directional support from the outgoing Board, the Chairman and Group Chief Executive. 2
An annual review of the manual was proposed in order to provide Board sponsorship 5, MINUTES The Minutes of the 154th Group Board Meeting held on 12 th September 2011 were approved and signed. Future Protocol for Minutes The Chairman advised members of the revised protocol for the drafting and agreement of Board minutes. 6. MATTERS ARISING (i) Bribery Act 2010 Members acknowledged receipt of the Awareness Bulletin on the Bribery Act circulated at the Induction Training. The Company Secretary explained that an extensive review had been undertaken throughout the organisation and that a range of adequate procedures had been collated, tested and benchmarked. Action: A Statement of Commitment would be prepared for the Board to consider in the next few months. (ii) Noting of Approvals which had Crystallized Between Board Meetings The Board noted the two matters which had been approved between the Board meetings. 7. CHAIRMAN S BUSINESS (a) Meeting with Permanent Secretary The Chairman reported on his meeting with the Permanent Secretary on 23 rd September and gave a brief outline of the matters that had been discussed. He confirmed that Dr McKibbin, Permanent Secretary had been appointed as the new Head of the Civil Service but as yet a replacement DRD Permanent Secretary had not been announced. The Board sent their warmest congratulations and best wishes to Dr M McKibbin in his new role. (b) Accountability Meeting The Chairman explained that the Accountability Meeting scheduled for later that day would be chaired by the Deputy Secretary as Dr McKibbin was unable to attend. (c) N I Chairs Forum The Chairman reported on his attendance at the N I Chairs Forum which he said had been very interesting and afforded the opportunity to of sharing experiences with other Chairmen. 3
(d) Board Calendar 2011/2012 The Chairman referred members to the Board Calendar 2011/12 and explained that the calendar would be finalised as soon as dates had been agreed for the various Committees. (e) Board Committees The Chairman advised members of changes to the Board Committees. He proposed that the Corporate Planning Committee be stood-down, after explaining the rationale that in line with the Board objective to have more emphasis on strategic issues, the Corporate Plan would be discussed at Board level on a quarterly basis. Members received a brief on the terms of reference and the purpose of the proposed Finance and Project Tracking Committee. The Committee would be chaired by Mr Trethowan and as previously communicated, members were invited to agree to a system of alternating attendance so that all Non- Executives became familiar with the important transactional work of the Committee. Mr Trethowan thanked the members who had already agreed to Chair the other three Board-level Committees. They are:- Mrs Angela Coffey, Group Safety Ms Sharon O Connor, Remuneration & Pensions Mr Frank Hewitt, Audit Committee (f) Induction Training The Chairman confirmed that all new Non-Executive directors had attended tailored induction training to take account of the unique and hybrid nature of the Group s public/private sector operating conditions. He paid tribute to DRD who attended part of the session. He thanked the GCE, COO, Executives and other officers who had contributed to the training and said he appreciated the amount of time and effort that had gone into the preparation of the various presentations and related papers. The new directors said they found the training both informative and comprehensive and passed their own thanks to everyone involved. (g) New Trains Two Launch Members were advised that the New Trains Two launch on 29 th September had been a great success. The Minister had been in attendance along with a Mayor and various political representatives. (h) Location visits Members noted that since the last meeting the Chairman had visited Coleraine where an employee had been presented with a long service award for forty years service. 4
(i) November Board Meeting & Group Safety Committee The Chairman thanked members for facilitating the change in date for the November Board meeting which would take place on Thursday 10 th and would be followed by the Group Safety Committee. The meetings would take place as scheduled at the Rail Operations Training Academy (ROTA) at Adelaide. (j) Meeting with Executives The Chairman reported on his meeting with the Executive Group on 29 th September to address an ongoing issue. (k) Training for Non Executives Members were advised that there were a number of training courses available which they might like to attend. The Board Secretary circulated a list of available courses and members agreed that they would discuss their requirements after they had reviewed the list. (l) Discussion with Permanent Secretary The Chairman reported on a discussion he had held with the Permanent Secretary in relation to an ongoing legacy issue. 7. AD HOC PAPERS (i) DRD Quarterly Meeting The Group Chief Executive gave an overview of the Report to the DRD and the following matters were highlighted:- Schools Transport Members noted the update on the Schools Transport business. Single Tender Actions (STAs) The GCE explained the general procurement process and the range of legally permissible circumstances under which STAs were acceptable (particularly given the highly specialised needs of the Translink businesses) and how these were reported to the Department. Monitoring Results The GCE explained the process for the independent bi-annual Monitoring Results and the seasonality attached to customer satisfaction for the Spring and Autumn surveys. (ii) Updated NIAO Grid The GCE referred to the updated NIAO grid which had been prepared in response to the Provisional Audit Findings Review of NITHC/Translink 5
Corporate Governance Arrangements. Members were pleased to note that the vast majority of the recommendations had been accepted and implemented. (iii) Corporate Risk Register Members noted the Corporate Risk Register which had previously been presented to the June Board. The GCE invited members to raise any risks which they had identified through other organisations they were associated with which were not on the Register. She added that members could be of great assistance in bringing fresh perspective and horizon scanning. The process for the Fraud and Theft Registers was explained. (iv) Statement on Internal Control The Group Chief Executive referred to the draft Statement on Internal Control which was prepared in her capacity as Accounting Officer for the Group. (v) Hi Park Multi-Storey Car Park Rental Statement The Finance Director explained the background to the preparation of the Rental Statement for the Hi Park Multi-Storey Car Park. (vi) Ulster Bank Resolution Decision: The Board approved the completion of the paperwork to open a business current account with the Ulster Bank to facilitate future fixed term deposits directly from Ulster Bank Ltd. It was noted that there was no requirement to use the Ulster Bank business current account. 8. FOR INFORMATION (a) (i) Group Chief Executive s Report Coleraine to Londonderry Relay (Addendum Phased Implementation Plan) The Board welcomed the Minister for Regional Development s statement on 10 th October when he gave details to the Assembly of the additional funding which will allow the acceleration of essential engineering work on the Coleraine to Londonderry rail line. The Chairman introduced new Board members to the discussion at the previous meeting when the Board had re-stated its policy position and strategy on this matter, chiefly that (subject to funding):- i. The Board is committed to keeping this line open, and ii. The Board is committed to running an hourly rail service to and from Derry. The Board endorsed this direction of travel as articulated by the Chairman. (b) Chief Operating Officer s Report 6
(i) Safety Incidents Members noted the updates on safety incidents since the report had been issued. (ii) Titanic Quarter The COO reported on the meetings held with representatives of the Titanic Quarter. (c) Corporate KPIs The Board discussed the Corporate KPIs. 9. GROUP FINANCE UPDATE The Board noted the contents of the Finance Report. 10. MINUTES OF COMMITTEE MEETINGS The Group Chairman referred members to the minutes of the Group Audit Committee appended to the Board papers. The Board Secretary confirmed that the GRPC Minutes would be circulated at a later date following review by the outgoing Committee Chairman. 11. CORPORATE PLAN PROPOSED ASSUMPTIONS The GCE gave a presentation to the Board on the proposed assumptions for the Corporate Plan. Following a lengthy discussion on all aspects of the Plan timings, the Board endorsed the direction of travel for the Corporate Planning assumptions but were very keen to see worked up proposals and numbers from the Executive team before committing to a particular course of action. Such proposals would take shape towards the end of the calendar year. 12. ANY OTHER BUSINESS (a) Meet the Managers Stakeholder Events The Group Chief Executive explained the format of the Meet the Managers events which afforded an opportunity for local representatives to meet the various managers around the Province. 13. DATE OF NEXT MEETING The next meeting of the Board will be held on Thursday 10th November 2011 at 9.30am at ROTA, Adelaide, Belfast. 7
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