CALEDONIA HOUSING ASSOCIATION LTD

MINUTES OF MANAGEMENT BOARD MEETING – 19 AUGUST 2014 – WEBSITE VERSION

IN ATTENDANCE

Board Members: David Grant Chair Penny Coburn

Robin Grant Treasurer Bill Roberton

Lindsay Darroch Ian McLaren

Alistair Barrie Helen Archibald Co-opted Member

Ian Gray Co-opted Member Elaine O’Brien Co-opted Member

CHA Staff: Julie Cosgrove Chief Executive Andrew Kilpatrick Asset Management Director

Ron Hunter Finance Director Garry Savage Business Services Director

Tim Calderbank Operations Director

Jenny Dalton Executive Officer (Minutes)

Apologies: Tom Potter

BUSINESS ITEM / ISSUE / DISCUSSIONS AND DECISIONS /
Declaration of Interest / There were no declarations of interest.
Constitutional Partnership – Bellsmyre Housing Association / The Chief Executive advised that a Due Diligence exercise was currently being undertaken, after which it was intended to commence tenant consultations. The Board NOTED the timetable for the consultation process detailed in the report and APPROVED the continuation of discussions with Bellsmyre on forming a constitutional partnership.
Annual Accounts 2013/14, Final Audit Findings Report and Letter of Representation / The Finance Director advised that the net surplus for the year was in excess of £1.7 m with an operating surplus of £3.7 m. Total reserves amounted to £22.6 m however the Finance Director stressed that this was not cash backed.
The Chair of the Audit Committee, Penny Coburn, advised that the Audit Committee had considered the Annual Accounts and Final Audit Findings Report at their meeting on 6 August 2014 and discussed the content with Janet Hamblin of Baker Tilly, who was in attendance at the meeting. Janet Hamblin had advised that the auditors had been satisfied with the information provided to them and had commended the Finance staff for their support and co-operation during the audit process.
Management Board APPROVED the Annual Accounts for 2013/14 and NOTED the contents of the Final Audit Findings Letter.
With regard to the Letter of Representation, The Treasurer reminded the Board that as Trustees they were making a serious declaration in this letter and that it should not be treated lightly. Management Board acknowledged the Treasurer’s comments and REMITTED him to sign the Letter of Representation on its behalf.
Scottish Housing Regulator 5 Year Projections Return / The Management Board HOMOLOGATED the Chair’s decision to sign the Governance Statement and submit the Five Year Projections Return to the Scottish Housing Regulator.
Private Finance Procurement / The Board APPROVED extract minute confirming acceptance of a private finance facility from the Bank of Scotland and APPROVED the signing of the documents by an authorised signatory as detailed in the extract minute.
Governance Update / The Board considered a number of issues raised in this report as follows:
Regulatory Requirements – Service for Nine Years or More
Members noted that this regulatory requirement would apply to the Treasurer, Robin Grant, after conclusion of the current term in September. The Board noted that the Robin Grant had a wealth of financial management experience and knowledge of the Association’s operations and remained effective in his role as Treasurer. It was therefore AGREED that he should remain on the Board
Succession Planning Issues
Further to the potential skills gap referred to above, the Board REMITTED the Chief Executive to take steps to identify a potential Board member with property development/asset management skills pending confirmation of the Board composition following the forthcoming AGM.
The Chair advised that he had recently met with a potential new Board member, Raymond Low, who is an architect. A nomination form for Mr Low had been received and his membership of the Board would be considered at the forthcoming AGM.
The Board also noted the steps that had been taken to achieve a more representative age profile on the Board and AGREED that further consideration to the progression of the options outlined would be given following the outcome of the Board appointments at the AGM.
The Board noted that this was Alistair Barrie’s last meeting. The Chair acknowledged Alistair’s long service to the Board, both with Servite, where he had served as Chair from 2000 to 2008, and with Caledonia and thanked him for his contribution on behalf of the Board, staff and tenants.
Annual Learning and Development Plan for Board Members
The Board APPROVED the Annual Learning and Development Plan for Board members detailed in the report.
Annual General Meeting
The Board NOTED that Elaine O’Brien intended to stand as a full Board member at the forthcoming AGM.
New Model Charitable Rules
The Board NOTED the information provided by the Business Services Director on the SFHA Charitable Model Rules 2013 and AGREED that steps should be taken to move to the new Rules as detailed in the report.
Codes of Conduct for Board and Staff Members
The Board APPROVED the adoption of the revised SFHA Code of Conduct for Governing Body Members and Code of Conduct for Staff Members and the amendment of the Standing Orders to incorporate these as detailed in the report. The Board also NOTED that copies of the Codes of Conduct would be circulated to Board members and staff for signature.
Applications for Membership / The Board APPROVED the applications for membership and HOMOLOGATED the decision made by the Chair and Treasurer detailed in the report.
The Board also APPROVED the application for membership tabled at the meeting.
Health & Safety Update / Following a brief discussion, it was AGREED that the Board would receive the minutes of the Health & Safety Committee meetings in future.
The Board also took the opportunity to thank Alistair Barrie for his participation in the Health & Safety Committee and noted that a replacement Board representative would be sought following the AGM.
Rule 68 Update / The Board NOTED that Rules 62 to 67 of the Association’s Rules had been followed.
Minutes of the Audit Committee Meeting & Corporate Risk Map: 6 August 2014 / The Board AGREED that Item 7 on the Risk Map should be removed due to the actions taken to mitigate this risk.
It was also NOTED that an audit of Cordale’s existing processes and systems would be undertaken during the week commencing 30 September 2014.

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