NORTHERN IRELAND TRANSPORT HOLDING COMPANY Summary Minutes of the 144th Group Board Meeting of the Directors held on Wednesday 8 th December 2010 at 09.50am in Chamber of Commerce House, Belfast PRESENT: APOLOGIES: IN ATTENDANCE V Palmer (Chairman) A Coffey J Doran R Laird G Lennon C Mason P O Neill J Trethowan S Hogan C Burns (Secretary) S Armstrong (part of meeting) D Brown (part of meeting) G Milligan (part of meeting) J P Irvine (part of meeting) 1. MINUTES The Minutes of the 144 th Group Board meeting held on 10 th November 2010 were approved and signed. 2. MATTERS ARISING (ii) Company Secretarial/Governance Company Secretarial Training The Chairman referred to the revised minute which explained that all three staff involved in Company Secretarial duties would receive appropriate (company secretarial) training to ensure consistency across the Group. Procurement of Legal Services The Head of Governance gave an update on the status of the procurement process for legal services. In response to a query, it was confirmed that the PQQ for Pensions Advisors had been published in OJEU. Two Subsidiary Companies The Head of Governance explained the processes and actions in relation to the two Subsidiary Companies previously discussed. All other Matters Arising were dealt with during the meeting. 1
3. CHAIRMAN S BUSINESS Quarterly Meeting with DRD The Chairman confirmed that she would be developing an agenda for the next quarterly meeting with the Permanent Secretary. She asked members to advise if they wished any particular item included. Members acknowledged receipt of the minutes of the first quarterly meeting and agreed to provide any amendments within seven days. Bi Annual Meeting with Minister The Chairman advised that the Bi Annual Meeting with the Minister would take place the following day. A full report would be given to the January meeting. Strategic Planning Event The Chairman thanked Mrs Laird and her team for the excellent work in setting-up the Strategic Planning event held on 2 nd and 3 rd December. She added that the Facilitator had done a very good job in keeping the group focussed on strategy development. Several members who had been present also gave a brief report on the various discussions and it was agreed that the Board would revisit the discussion in January. The Chairman thanked Mrs Burns for making the appropriate the arrangements. (d) Meet the Managers The Group Chief Executive reported on the Meet the Managers event at Central Station on 1 st December which had been held as an alternative to the Public Meeting. She said it had been a good opportunity for the public to have a one-to-one with managers and it had been a worthwhile exercise. (e) January Board Papers/Committees The Chairman explained that because of Christmas holidays, the Board papers would not be distributed until 7th January. (f) Group Safety Meeting Members were advised that the Group Safety Committee could not be held the previous day but it was hoped to hold the meeting after the Board. The Chairman explained that because one member was not available and to make the Committee quorate, it would be necessary to co-opt the Chief Operating Officer onto the Committee for this one meeting. The Board gave approval. The Chairman further advised that the meeting planned for July 2011 clashed with a Quarterly DRD Meeting and a new date would be arranged. 2
(g) Summary Minutes Members were advised that the summary minutes of the November meeting would be circulated by email for approval. - Messrs Armstrong, Brown, Milligan & Irvine joined the meeting 4. GROUP CHIEF EXECUTIVE S REPORT The Board noted the contents of Board Paper 144/1. The Group Chief Executive updated members on the following matters:- Public Transport Reform The Group Chief Executive explained that she had sent members earlier that morning the latest minutes of the PTR meeting. Members agreed to give Mrs Mason any comments. MSFM Members acknowledged the MSFM documents which included the draft consolidated document prepared by the specially formed Working Group. The GCE informed the Board that she had recently received a communication from the DRD advising that DFP would be providing an updated template for the MSFM. The GCE asked members to provide comments on the document prepared by the Working Group before work commenced on the new template. The Board gave authority for the Executives to engage with the Department in relation to the proposed amendments to the MSFM. Procurement The Group Chief Executive explained the proposal for delegated authority. (d) Adelaide New Train Facility The Board was pleased to note that due to recent negotiations, an agreement had been reached in relation to the lease for the land at Adelaide. The Chairman and GCE had signed the vesting withdrawal notice and a new vesting order would be signed and sent to the DSO s office. It was hoped that work would commence on the facility in January. (e) Non Audit Report - Review of Ballymena The Board acknowledged receipt of the Report on the Ballymena Depot. Members were encouraged that PWC were complimentary on the initiatives that had been implemented which included the appointment of a new Area Manager. 3
(f) HR Update Bus Engineering Restructuring The HR Director updated members on the bus engineering restructuring including the recent lengthy meetings with Trade Union and political representatives. (g) Provisional Audit Findings Review of NITHCo/Translink Corporate Governance Arrangements Members noted the list of recommendations, including comments by DRD and group representatives following the NIAO Governance Review. 5. FINANCE REPORT The Board noted the contents of the Finance Report. EA Options for Bus Procurement Members noted the Economic Appraisal for Bus Procurement, the objective of which was to find the best value for money option to continue the bus fleet replacement programme. Following discussion on the various options, it was agreed that the EA should be sent to the Department. Bank Deposits Mr Armstrong referred members to the previous discussion on the Bank Deposits and the need to establish the levels of deposit guarantee by the ROI Government. Budgets 2011/12 The Board noted the pack of budget papers which included the strategic framework approved earlier in the year. The Chairman of the Corporate Planning Committee gave a brief overview of the papers and explained that representatives would be engaging with the Department to discuss the budgets. The GCE referred to her draft letter to the Deputy Secretary and following discussion, it was agreed that a revised letter (encapsulating the Board s comments) would be circulated to members who would provide feedback by Friday 10 th December. 6. GROUP OPERATIONS REPORT Safety Incidents Members noted the updates on safety incidents since the report had been issued. Adverse Weather Conditions. The Chief Operating Officer updated members on the impact of the adverse weather conditions on services and paid tribute to his colleagues for their endeavours in keeping bus and rail services operational. He also commented on the good cooperation between the different divisions to address problems. 4
The Board asked the Chief Operating Officer to assure staff that they recognized the amount of hard work and commitment involved in keeping services running and expressed their appreciation to all employees. 7. MATTERS FOR APPROVAL The Board approved the matters for approval, following a lengthy discussion on all aspects of the Economic Appraisals and Tenders. 8. COMMERCIAL SERVICES REPORT Members noted the Commercial & Services Report and the following matters were highlighted:- Abbey Trading Centre The Commercial & Services Director updated members on the latest position with the Abbey Trading Centre. Property Strategy Members noted the Property Strategy. The Commercial & Services Director explained that it was an evolving strategy and was a consequence of the significant work undertaken in 2010 to identify long term property needs. He added that there was now a clear idea of how we see the operational property needs developing over the next 25 years. Q&A Session Long Gallery The Board asked to be advised of the date of the NITHCo/Translink hosted Q&A session at the Long Gallery, Stormont in January. (d) Awards The Board sent their congratulations and expressed their great pride to all staff for the raft of awards which had been received by the Company and could only be achieved through their hard work and commitment. 9. CORPORATE KPIs The Board noted the updated Corporate KPIs. 10. UPDATE FROM COMMITTEE CHAIRMEN Group Remuneration & Pensions Committee The Chairman of the Group Remuneration & Pensions Committee referred to the previously circulated report on Current Key Pensions Issues. 11. ANY OTHER BUSINESS The Chairman explained that due to the lack of time, the Governance presentation would be given at the January meeting. 5
12. DATE OF NEXT MEETING The next meeting of the Board will be held on Wednesday 12 th January at 9.30am at Chamber of Commerce House, Belfast. 6