NORTHERN IRELAND TRANSPORT HOLDING COMPANY Summary Minutes of the 183 rd Group Board Meeting of the Directors held on Wednesday 12 th March 2014 at 9.30am at Chamber of Commerce House, Belfast PRESENT: IN ATTENDANCE: J Trethowan (Chairman) J Brown A Coffey T Depledge F Hewitt B Mitchell C Mason (GCE) (part of meeting) P O Neill (COO) (part of meeting) C Burns (Board Secretary) J P Irvine (Company Secretary) S Armstrong (Finance Director part of meeting) G Milligan, (HR Director 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. DECLARATION OF INTERESTS A member declared his ongoing interest as a member of the Strategic Investment Board. 2. INTRODUCTION & WELCOME The Chairman welcomed members and gave an overview of the format of the meeting. He advised there would be a presentation on the Enterprise by the GM Rail and Head of Rail Operations. The Tri annual meeting postponed from February would take place immediately after the Board. The Chairman concluded his introduction by reminding members that this was the GCE s last Board meeting. The Board thanked the GCE for all her hard work over six years, and wished her every success for the future. 3. MINUTES The Minutes of the 182nd meeting held on the 12 th February 2014 were reviewed by correspondence and adopted as a true record of the meeting. 4. MATTERS ARISING Appointment of Interim Group Chief Executive 1
The Chairman updated the full Board plus Board Secretary and Company Secretary that at its closed session, and after a competitive process, the Board resolved to unanimously appoint the current HR and OD Director to the post of interim Group Chief Executive with effect from 1 April 2014. Arrangements with DRD to confirm the interim appointment were underway. Letter from Equality Commission The letter from the Chief Executive of the Equality Commission following her presentation to the January meeting was noted. In the letter she answered a query raised by a member regarding the equality obligations on a cross-border, cross jurisdictional basis. Members agreed that this query and response showed the usefulness of having specific training sessions. All matters arising were either addressed or dealt with during the meeting. 5. End of Year Sign Off Board & Accounting Officer Assurances The Company Secretary referred members to the document which set out the Board s obligations under the MSFM. He advised that as part of the process he had liaised with the Head of Internal Audit, and the Board Chairman. All were content that they could confirm comfort with their obligations such that it would enable the GCE as Accounting Officer to give her final assurances at year end (and sign the governance statement for the annual report). 6. CHAIRMAN & BOARD BUSINESS (i) Letter from Minister re Board Diversity The Chairman and Board acknowledged the receipt of individual letters from the Minister outlining the changes to terms of office and recruitment of new members in 2015. Safety Conference The Chairman recorded his thanks to members for their attendance at the Safety Conference on the 6 th March. The Executives acknowledged the importance of staff seeing the commitment of the Board to safety within the organisation. The Chair of the Board Safety Committee confirmed that a full report would be presented to the next Safety Committee meeting. The Chairman asked the COO to send thanks to the Head of Safety and his team for all their hard work in making the conference a success. (iii) Events/Meetings attended by Members The Chairman reported on the meetings he had attended during the month and invited members to give details of their safety tours and mentoring meetings. The Chair of the Board Audit & Risk Committee (BARC) reported on his attendance at the Departmental Audit Committee. He said that it was an interesting meeting and good to see how other committees worked. 2
He also reported on his meeting with the Head of Internal Audit and confirmed that the potential risks associated with the departure of the GCE and the potential large-scale change in Board membership in 2015 (set-out in the Minister s recent statement) would be captured on the Risk Register under Emerging Risks. The Chairman confirmed that a Board member would be in attendance at each of the forthcoming Meet the Manager Events in Newry, Omagh and Castlereagh during March. April Board Meeting Members were reminded that the April meeting was likely to be in Enniskillen but that confirmation would be advised to members in due course. 7. Ad Hoc Papers for discussion (Board Papers 183/2) (i) Corporate Plan 2014/15 to 2016/17 The GCE referred members to the papers covering the updated Corporate Plan; figures were already released to DRD who had also presented them to their Board. Members had a detailed discussion on the funding shortfalls, and associated impacts and risks. In response to a question, the GCE confirmed that the date for the Department to present the Plan to the Committee for Regional Development had not been confirmed. Decision: The Board approved the Corporate Plan. Single Tender Action Listing (STAs) The Board reviewed the list of Single Tender Action (STAs) from the 2013/14 year to date. (iii) Ad Hoc Accounting Papers A number of papers were considered and the outcomes are as below: The Finance Director explained the Directors responsibilities in respect of the Financial Statements, including the selection and application of accounting policies. The Board considered and accepted a paper regarding the proposed accounting policies to be adopted during the audit of the financial year 2013/14. The Board discussed the paper regarding going concern and confirmed that at this stage there appeared no reason why the audit could not be undertaken on a going concern basis. A further paper would be presented to the May Board once year end figures were known. A paper was tabled following a meeting the previous day to discuss accounting for pension liabilities. Members confirmed that they were content with the 3
proposed principle assumptions. A final paper would be prepared once the year end position was known. Corporate Governance Statement The Board noted the draft Corporate Governance Statement. This is prepared with two purposes in mind: for the Departmental Accounting Officer and for the Annual Report and Accounts. Following discussion a view was arrived at that the GCE alone was to sign as Accounting Officer to the Departmental Accounting Officer and as a Board member on behalf of the Board. 8. FOR INFORMATION (a) Group Chief Executive Report The Board noted the contents of the GCE Report and the following matters were highlighted:- (i) Service Agreement Provision of Public Passenger Transports Services in NI Members acknowledged the Service Agreement between the DRD and NITHC to provide and operate public transport in Northern Ireland. In discussing the contract the Board recognised the amount of time and effort devoted by both the Company representatives and Department officials to reach this agreement. Track Access and Station Access Agreement Members noted the draft Track Access and Station Access Agreement prepared in relation to the Group s obligations under the 1 st Rail Package. In discussion, the Board expressed their contentment with the major principles in the document. Decision: The Board approved the TASSA subject to final changes delegated to the GCE and Company Secretary. Corporate Resolutions The Company Secretary explained that as part of the Track access arrangements a number of essential corporate changes were required to foster greater independence between the Group s rail undertaking and infrastructure businesses. Following due and careful consideration the Board approved the required actions and agreed that a full conformed copy of the resolutions to enact the changes should be appended to the Board minutes. Proposed by: Seconded by: John Trethowan Angela Coffey and unanimously agreed by the Board 4
(iii) Charter Monitoring Members noted the Charter Monitoring results. School Transport The GCE referred to the update on School Transport in her report and advised that a further briefing would be given following the meeting with School representatives on 25 th March. (b) Chief Operating Officer s Report The Board noted the contents of the COO Report and the following matters were highlighted:- (i) Noteworthy/Significant Incidents. Members noted the update on the tragic incident on 15 th January. The Board recorded their sympathy for the bereaved family. Bus Strategy Members were advised that the recent executive meeting had received a presentation on the Bus Strategy which would be brought to a future Board meeting. (iii) Belfast Rapid Transit The COO updated members on the Belfast Rapid Transit programme. Forthcoming Events The COO appraised members of the arrangements for the forthcoming GiroD Italia Cycling event from 8 to 11 May, including the logistics of providing transport for the event and operating normal services. (c) Group Finance Report The Finance Director reported on the results for Period 11. Fuel Hedging The Finance Director gave an update on the fuel hedging prices and agreed to report back to the Board if there was any major fluctuation in the market. Insurance Portfolio Members reviewed the range and value of the group s insurance portfolio, noting that it was an important obligation under the MSFM. Following a discussion on the various policies and insurance coverage, members were pleased to note that the total premium cost had fallen. 5
Action: The Board endorsed the Insurance Portfolio for the coming year. (d) Corporate KPIs Members discussed the Corporate KPIs. (e) Minutes of Committee Meetings The minutes of the Board Committees were noted. 9. HORIZON SCANNING The Chairman referred members to the pertinent article from the Economist on the possible direction of oil prices which followed on from their previous discussion at the February meeting. 10. PRESENTATION ON THE ENTERPRISE SERVICE The Chairman welcomed the General Manager Rail and the Head of Rail Operations who gave a presentation on the Enterprise service between Belfast and Dublin. Following a question and answer session the Chairman thanked them both for a very interesting and informative presentation. 11. DATE OF NEXT MEETING The next meeting of the Board will take place on Wednesday 9 th April 2014. SIGNED: DATE: 6