Diversity, risk, resource: Behind the scenes of our latest board meeting

Deepa Mann-Kler, one of our Non-Executive Directors, gives us an insight into the Registers of Scotland’s board and explores why it’s important to prioritise diversity. Learn more about Deepa on our website.

Our role is to provide independent oversight and constructive challenge.

I’ve been a RoS non-executive director (NED) board member since 2015. It is one of several non-executive posts that I hold, including one at the Public Health Agency for Northern Ireland. To be an effective NED of any organisation, you need high-level strategic industry experience and insight. My previous non-executive and board roles have spanned the health, community and voluntary sectors, including acting as an independent assessor for the Commissioner for Public Appointments in Northern Ireland.

The RoS board is an advisory one, which differs slightly from other boards that I serve on, as it has no legal responsibilities or voting rights. Interestingly, the Keeper and the executive management team are not obliged to take our advice, although in keeping with the culture and the values of the organisation, I cannot remember a single occasion when advice has been rejected or ignored. Our role as NEDs on the board is to provide independent oversight and constructive challenge to the executive directors.

Why does diversity on boards matter?

I’m extremely proud of the fact that the RoS board is one of the most diverse that I sit on. Out of our NEDs, 75% are female and 50% are from a minority ethnic background. Unfortunately, this is still unusual, although considerable progress has been made in increasing the diversity of UK boards since Lord Davies published his report on the gender balance of FTSE 100 boards in 2011. In 2017, women made up just 27.7% on average of FTSE 100 boards (up from 12.5% in 2010). By July 2018, this has reached 29%. We also have geographic diversity on our board with representation from Scotland, Ireland, England and Northern Ireland.

As one of our key objectives is to identify and evaluate risk and opportunities for RoS, to do this well you need people from diverse backgrounds with appropriate skill sets. Beyond this, excellent communication skills and a professional approach are key to ensuring that we have robust discussions with opposing opinions about challenging issues.

What does a typical board meeting look like?

As a board we meet on average every two months, taking it in turns to meet in both Edinburgh and Glasgow offices, as it’s important we’re visible to staff. The meetings typically last one or two days, and as well as covering strategic issues, we also incorporate a workshop on a particular area of activity where we need a broader understanding or more in-depth discussion. Being committed to transparency and openness, the board agenda and minutes are available publicly on the RoS website, which also serves as an archive for previous meetings.

Our most recent board meeting took place on 2 May in Glasgow. We started off the meeting by asking if anyone had any conflicts of interest to declare and this was immediately followed by a review of the previous minutes and an update on the action log. It should be noted that the success and effectiveness of any board is underpinned by an effective secretariat and we have this through the amazing work carried out by that team.

The board are invested in eradicating the arrear, managing risk and supporting the wellbeing of colleagues.

Monitoring and holding RoS to account on performance is another routine duty for NEDs, as well as the year-end financial review against the corporate plan and the key performance indicators (KPIs) led by accountable officer Janet Egdell. A key area of concern for the board is the eradication of the arrear and we receive detailed updates on activity and progress towards this. Challenging and providing oversight on the management of risk is another hugely important function for the NEDs in terms of effective corporate governance. It forms a core part of any board activity, and an extensive discussion was had on the key risk register, as well as broader issues of how to embed and mainstream a ‘risk culture’. It’s essential to us that all staff recognise the importance of understanding risk, and their role in managing risk is aligned across RoS strategic objectives.

At this month’s board meeting, we were updated on the health and safety annual report presented by corporate director Billy Harkness and head of procurement and estates Euan McGalliard, followed by a lengthy discussion on meeting the physical, mental health and wellbeing needs of our colleagues. I look forward to a deeper dive into people support at our June board meeting. The board are genuinely invested in the welfare of our colleagues on both a physical and mental health wellbeing basis, as they are our greatest resource.

Other key focus areas included future-proofing our technical capability, limiting technical debt, and reviewing IT systems, and as such we had a digital legacy update. We also took the opportunity to focus on the challenges and solutions of customer engagement and satisfaction, with a view to informing our strategy on that topic. It’s also important that we take an annual opportunity to review board effectiveness, which is included in our terms of reference. This forms good practice as part of effective corporate governance for continuous improvement, and so an approach was agreed on to take this work forward.

Are you interested in becoming a non-executive director?

As I stated previously, diversity (across the whole spectrum of inclusion) on boards is still a major challenge across the UK, and I am committed to helping others take their first steps towards a career as a NED. If you’d like to discuss this in further detail, you can contact me via LinkedIn where I’d be happy to provide advice or offer suggestions.

Header image left to right: Kenny Crawford (Business Development Director), Janet Egdell (Accountable Officer), Jayne Scott (Non-Executive Director), Fiona Ross (former Non-Executive Director), Shrin Honap (Non-Executive Director), Deepa Mann-Kler (Non-Executive Director), Jennifer Henderson (Keeper of the Registers of Scotland), Billy Harkness (Corporate Director) and Lucy Walker (Head of Secretariat). More about our board.

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