191206 Draft Minutes

CAIRNGORMS NATION­AL PARK AUTHOR­ITY Draft MINUTES AUDIT & RISK COM­MIT­TEE 06/12/19

Draft MINUTES of MEET­ING of the AUDIT & RISK COM­MIT­TEE of

THE CAIRNGORMS NATION­AL PARK AUTHOR­ITY held at the Cairngorms NPA Offices, Grant­own-on-Spey on 6 Decem­ber 2019

Present: Judith Webb (Chair) Janet Hunter Peter Argyle Gaen­er Rodger (Vice Chair) Pippa Hadley

In Attend­ance: Tony Bar­rie, BDO John Boyd, Grant Thornton via Tele­phone Link Grant Moir, Chief Exec­ut­ive Dav­id Camer­on, Cor­por­ate Ser­vices Dir­ect­or Danie Ral­ph, Fin­ance Man­ager Alix Hark­ness, Clerk to Board

Apo­lo­gies: John Latham

Wel­come and Apologies

1. The Con­vener wel­comed every­one to the meet­ing and apo­lo­gies were noted.

Minutes of Pre­vi­ous Meeting

1. The draft minutes of the 6 Septem­ber 2019 meet­ing were approved with no amendments.

2. The draft con­fid­en­tial minutes of the 6 Septem­ber 2019 meet­ing were approved with no amendments.

Mat­ters Arising

1. Dav­id Camer­on, Dir­ect­or of Cor­por­ate Ser­vices repor­ted that move­ment on the out­stand­ing actions lis­ted at the end of the 6 Septem­ber 2019 Audit & Risk Com­mit­tee Minutes were: a) Audit & Risk Com­mit­tee train­ing, – Closed – Took place on 14^th Novem­ber 2019 in Brae­mar and was atten­ded by nine Board Mem­bers. b) Com­mit­tee spe­cif­ic induc­tion pack – Open – will come in due course now train­ing has taken place. c) LEAD­ER Account­able Body – Open — now that the LEAD­ER Pro­gramme was fully com­mit­ted this action could be progressed.

2. The Chair thanked the Dir­ect­or of Cor­por­ate Ser­vices and BDO for hav­ing organ­ised the train­ing, she wel­comed the ele­ment on risk appet­ite and repor­ted it had been use­ful to have oth­er Board Mem­bers attend too. Dir­ect­or of Cor­por­ate Services

CAIRNGORMS NATION­AL PARK AUTHOR­ITY Draft MINUTES AUDIT & RISK COM­MIT­TEE 06/12/19

thanked the Chair for the pos­it­ive feed­back and advised that he would incor­por­ate the draft­ing of paper out­lining the Committee’s risk appet­ite as an out­stand­ing action arising from the train­ing day and bring this to the Com­mit­tee before sub­mit­ting it to the Board.

1. The Chair sug­ges­ted since Tony Bar­rie, BDO and Peter Argyle had not yet arrived, that Papers 3 and 4 would be taken first. This was agreed by every­one present.

Cri­ter­ia for Assess­ing Private Fin­ance Pro­pos­als (Paper 3)

1. Dav­id Camer­on presen­ted the cri­ter­ia which may be adop­ted by the Author­ity for enter­ing into any form of com­mer­cial part­ner­ship, private fin­an­cing arrange­ment or spon­sor­ship with a private company.

2. In dis­cus­sion the Audit & Risk Com­mit­tee made the fol­low­ing obser­va­tions and com­ments: a) Com­ment made that the cri­ter­ia are good, sug­ges­tion made to have the Authority’s vis­ion and value clear on the cor­por­ate web­site to inform poten­tial part­ners who the Author­ity are. The Chair added that if clar­ity was provided on the front facing inform­a­tion it should min­im­ise the mis­in­ter­pret­a­tion of what people think the Nation­al Park are doing. b) Com­ment made that they had found some of the word­ing dif­fi­cult to under­stand which could make it off put­ting. Grant Moir, CEO cla­ri­fied that he did not envis­age pub­lish­ing this, it would be used intern­ally to meas­ure poten­tial offers against the cri­ter­ia set out with­in it. Peter Argyle arrived at this point. c) Com­ment made that the cri­ter­ia are dif­fi­cult to under­stand. Dir­ect­or of Cor­por­ate Ser­vices advised that there was some expect­a­tion that some part­ners may achieve some cri­ter­ia but not all, try­ing to high­light that we want such part­ner­ships to move our organ­isa­tion into a bet­ter place while also encour­aging part­ner organ­isa­tions to devel­op their own val­ues and eth­os of social com­mit­ment. The CEO reit­er­ated that the pur­pose of the cri­ter­ia was to help the Author­ity make a judge­ment on wheth­er or not they’d be com­fort­able accept­ing an offer and not as a scor­ing sheet. Dir­ect­or of Cor­por­ate Ser­vices agreed to set out rationale for each cri­ter­ia which would hope­fully help explain each of the cri­terion and estab­lish the reas­on for it being used in the assess­ment. d) Sug­ges­tion made to refine cri­ter­ia one to ensure it is refer­ring to the Nation­al Park and not the organ­isa­tion. CEO agreed to review the word­ing of cri­ter­ia one. e) Com­ment made that it was vital to make it easy to under­stand in case of change of staff. This was noted. Tony Bar­rie arrived at this point. f) Com­ment made that the cri­ter­ia por­trays the CNP as a well mar­keted deal which would encour­age offers. CEO agreed and advised that wood­land cre­ation falls in both cor­por­ate respons­ib­il­ity and private fin­ance and that private com­pan­ies would soon be eager to demon­strate how they are meet­ing the cli­mate change tar­gets. Dir­ect­or of Cor­por­ate Ser­vices added that the cri­ter­ia describes the approach of devel­op­ing healthy part­ner­ships and ensures that the spon­sor­ing com­pany fits with the over­all eth­os of the CNPA. g) Sug­ges­tion made to add a para­graph to explain the think­ing behind each criteria.

CAIRNGORMS NATION­AL PARK AUTHOR­ITY Draft MINUTES AUDIT & RISK COM­MIT­TEE 06/12/19

h) John Boyd, Grant Thornton praised the tim­ing of the paper and com­men­ted that it was ideal to have the prin­cipals laid out. Sug­ges­tion made to artic­u­late that the cri­ter­ia is in place on the cor­por­ate web­site, very high level even if not shar­ing the detail of it. He advised that it was vital to ensure the Author­ity have the pro­cesses in place to handle this, the capa­city to pro­cess funds and to ensure part­ners are hon­our­ing their side of the agree­ment and mon­it­or­ing that they doing what they said they would.

i) The Chair thanked Director of Corporate Services for the paper. She asked

once it had been tweaked for intern­al use how would it be prac­tic­ally used? CEO explained that any pro­pos­als of a size­able nature would be brought before the Board how­ever warned that some poten­tial part­ners would not oper­ate to pub­lic body times­cales there­fore some decisions may need to be taken out with the quarterly board meet­ing schedules.

j) Could a different word be found for 'sponsor'? CEO advised that they were

call­ing it private finance.

k) Had some thought gone into how it would be marketed, to encourage private

com­pan­ies to invest in a dif­fer­ent dir­ec­tion? Dir­ect­or of Cor­por­ate Ser­vices con­firmed this was a val­id point and the import­ance of choos­ing the cor­rect lan­guage to describe how we might mar­ket ourselves as a poten­tial part­ner and get it on point from the incep­tion. He added that the pro­cess of mar­ket­ing was to an extent dif­fer­ent from the pro­cess of assess­ing pro­posed part­ner­ships there­fore the lan­guage cur­rently used in the paper was more focused on estab­lish­ing the fit of a pro­pos­al with the Authority’s eth­os and val­ues than around wider mar­ket­ing of the Cairngorms NPA as a poten­tial private fin­ance part­ner. CEO added that peat­land res­tor­a­tion and wood­land expan­sion were cur­rently the only two strands poten­tial investors were inter­ested in. Dir­ect­or of Cor­por­ate Ser­vices advised that they were try­ing to devise gen­er­ic cri­ter­ia that could suit a wide num­ber of proposals.

l) Comment made that the first paragraph of the cover paper sets out the

inten­tion well.

m) The Chair asked about the likely timescales, would a revised paper be taken to

this Com­mit­tee in advance of the Board? Dir­ect­or of Cor­por­ate Ser­vices con­firmed that when the Audit & Risk Com­mit­tee were broadly con­tent with it, it would be taken to the Board. He agreed to try to tweak the paper and cir­cu­late it elec­tron­ic­ally to the Com­mit­tee before the 20^th Decem­ber 2019 in order to not miss any oppor­tun­it­ies com­ing forward.

1. The Audit & Risk Com­mit­tee: a) Con­sidered the ideas and sug­ges­tions set out in the paper and advised that the over­all dir­ec­tion seemed appro­pri­ate for the devel­op­ment of a form­al pro­cess for pre­lim­in­ary eval­u­ation of poten­tial com­mer­cial part­ner­ships by the Authority.

2. Action Points Arising: i. Care­ful con­sid­er­a­tion and thought on how to mar­ket the poten­tial invest­ment oppor­tun­it­ies and how to com­mu­nic­ate it on our cor­por­ate website.

   ii. Dir­ect­or of Cor­por­ate Ser­vices agreed to set out rationale for each cri­ter­ia and tweak the cri­ter­ia as per the Audit & Risk Committee’s

CAIRNGORMS NATION­AL PARK AUTHOR­ITY Draft MINUTES AUDIT & RISK COM­MIT­TEE 06/12/19

com­ments and cir­cu­late it elec­tron­ic­ally if pos­sible by the 20^th Decem­ber 2019.

Scot­tish Inform­a­tion Com­mis­sion­er Decision on Hand­ling of Inform­a­tion Request (Paper 4)

1. Dav­id Camer­on presen­ted a review of the Authority’s hand­ling of an inform­a­tion request which has led to the Scot­tish Inform­a­tion Com­mis­sion­er to issue a decision that the Author­ity had ​‘par­tially breached’ Envir­on­ment­al Inform­a­tion Reg­u­la­tions. While the Commissioner’s decision was that no fur­ther action was required by the Author­ity it was felt that it would be appro­pri­ate to con­sider the Authority’s pro­cesses and les­sons learned dur­ing this process.

2. In dis­cus­sion the Audit & Risk Com­mit­tee made the fol­low­ing obser­va­tions: a) Com­ment made that this was a per­fect example of how import­ant lan­guage was and to inter­pret such lan­guage. Praise for the mit­ig­a­tion meas­ures put in place and sur­prise that this kind of mis­un­der­stand­ing lead­ing to such a decision had not happened before now. CEO advised that the inform­a­tion request had been com­plied with before the Scot­tish Inform­a­tion Com­mis­sion­er (SIC) had been informed and that this was there­fore taken as a par­tial com­pli­ance point by the SIC. b) A mem­ber asked wheth­er there was one staff mem­ber who received all the Free­dom of Inform­a­tion Requests (FOI) and Envir­on­ment­al Inform­a­tion Requests (EIR)? Dir­ect­or of Cor­por­ate Ser­vices advised that there was, it was the office man­ager post how­ever this post had been vacant for some time but had recently been filled. He added that he has over­sight of any FOI’s and EIR’s that are appealed against. c) There was a dis­cus­sion on wheth­er it would be use­ful for the Audit & Risk Com­mit­tee to be sighted with a list of FOl’s and EIR’s at each Com­mit­tee meet­ing, sim­il­ar to the stand­ing Com­plaints paper. It was agreed to con­tin­ue with the excep­tion reporting.

3. The Audit & Risk Com­mit­tee con­sidered the information.

4. Action Point Arising: None.

Intern­al Audit Review: Payroll Admin­is­tra­tion Review (Paper I)

1. Tony Bar­rie, BDO presen­ted a Paper which presents the intern­al auditor’s report on Payroll Admin­is­tra­tion Review. He advised that there was one medi­um risk action whereby the Payroll Officer was to be removed from hav­ing Human Resources Snow­drop access as this had been iden­ti­fied as a poten­tial con­trol risk. Dir­ect­or of Cor­por­ate Ser­vices con­firmed that he was happy to sign off this action.

2. Fin­ance Man­ager and Dir­ect­or of Cor­por­ate Ser­vices made the fol­low­ing points: a) An excep­tion report­ing review is car­ried out but not doc­u­mented, the need to form­al­ise this pro­cess was iden­ti­fied and would be rec­ti­fied going for­ward. b) The Author­ity were look­ing into soft­ware that may help to gen­er­ate items as a mat­ter of course.

CAIRNGORMS NATION­AL PARK AUTHOR­ITY Draft MINUTES AUDIT & RISK COM­MIT­TEE 06/12/19

c) Pro­pos­ing to dove­tail the timesheet review with the expenses claim as a res­ult of the help­ful obser­va­tions regard­ing these.

1. The Audit & Risk Com­mit­tee made the fol­low­ing obser­va­tions and com­ments: a) Cla­ri­fic­a­tion sought as to why there would be a delay (March 2020) in imple­ment­ing the all staff with access to payroll sign­ing a con­fid­en­ti­al­ity agree­ment. Dir­ect­or of Cor­por­ate Ser­vices advised that they had to allow a con­sulta­tion peri­od with staff as it would involve a con­trac­tu­al change for them. b) The Chair asked Tony Bar­rie to con­firm that there were no major issues and only fine tun­ing was required. Tony Bar­rie con­firmed that all the recom­mend­a­tions were to sup­port fine tun­ing of pro­cesses in accord­ance with best practise.

2. The Audit & Risk Com­mit­tee: a) Con­sidered the intern­al auditor’s find­ings. b) Endorsed man­age­ment responses to recom­men­ded actions.

3. Action Point Arising: None.

Intern­al Audit Review: Expense Claims Pro­cess Review (Paper 2)

1. Tony Bar­rie, BDO presen­ted the intern­al aud­it­ors’ Expenses Claims Pro­cess Review.

2. In dis­cus­sion the Audit & Risk Com­mit­tee made the fol­low­ing obser­va­tions and com­ments: a) The Chair com­men­ted with regard to travel book­ings that we needed to be wary of a sys­tem where using a third party pro­vider who does not under­stand prac­tic­al options or con­straints and may lead to more expens­ive arrange­ments when cheap­er more user friendly solu­tions can be found. Dir­ect­or Cor­por­ate Ser­vices provided assur­ance that the sys­tems in place are prag­mat­ic. CEO left the room at this point. b) A mem­ber com­pared the Authority’s sys­tem with Euro­parc where they have a max­im­um allow­ance of 300euros, did the Author­ity have some­thing sim­il­ar? Dir­ect­or of Cor­por­ate Ser­vices advised that there were revi­sions to travel and sub­sist­ence allow­ances and a paper was being brought before the Staff Con­sultat­ive For­um on Monday 9^th Decem­ber 2019 and then before the Staff­ing & Recruit­ment Com­mit­tee on 13^th Decem­ber 2019. He advised that rather than have a max­im­um threshold, any­thing that requires a flight would need Dir­ect­or sign-off. Policy revi­sions also high­lighted the need to accept that costs may be great­er as a res­ult of using trains more often in a bid towards net zero car­bon emissions.

3. The Audit & Risk Com­mit­tee: a) Con­sidered the intern­al auditor’s find­ings. b) Endorsed man­age­ment responses to recom­men­ded actions.

4. Action Point Arising: None.

CAIRNGORMS NATION­AL PARK AUTHOR­ITY Draft MINUTES AUDIT & RISK COM­MIT­TEE 06/12/19

²⁰¹⁹⁄₂₀ Extern­al Audit Plan (Paper 5)

1. John Boyd, Grant Thornton presen­ted the extern­al aud­it­ors Annu­al Audit Plan for the audit of the ²⁰¹⁹⁄₂₀ accounts. John high­lighted that the fees for ²⁰¹⁹⁄₂₀ audits were yet to be set by Audit Scot­land and there­fore a fee was not pro­posed at this stage. Fees would be picked up sep­ar­ately with seni­or man­age­ment and the com­mit­tee as appropriate.

2. Dir­ect­or of Cor­por­ate Ser­vices advised the ambi­tion was to bring the time­frame for­ward as a res­ult of last year’s pro­trac­ted clos­ure pro­cess, so that the ques­tions asso­ci­ated with the clos­ure of the accounts could be con­densed into two weeks thus focus­sing all con­cerned time on the extern­al accounts.

3. The Audit and Risk Com­mit­tee: a) Con­sidered the extern­al auditor’s Annu­al Audit Plan for the audit of the Authority’s ²⁰¹⁹⁄₂₀ accounts and wider reviews of oper­a­tions. b) Agreed Grant Thornton’s Annu­al Audit Plan for ²⁰¹⁹⁄₂₀ with fees for the audit yet to be considered.

4. Action Point Arising: None.

Com­plaints Hand­ling (Paper 6)

1. CEO returned to the meeting.

2. Dir­ect­or of Cor­por­ate Ser­vices presen­ted an update on the Authority’s com­plaints hand­ling since the Committee’s last meet­ing in Septem­ber 2019.

3. In dis­cus­sion the Audit and Risk Com­mit­tee made the fol­low­ing point: a) Com­plaints sur­round­ing the Office’s Wild­life garden, had these been com­bined as one? CEO advised that there had only been one form­al com­plaint dir­ect to the organ­isa­tion. Dir­ect­or of Cor­por­ate Ser­vices added that neg­at­ive feed­back is not neces­sar­ily a com­plaint, with the com­plaints register only record­ing those instances of com­mu­nic­a­tions which were deemed complaints.

4. The Audit & Risk Com­mit­tee noted the update.

5. Action Point Arising: None.

AOB

1. No items presented.

Date of Next Meeting

1. 6 March 2020, Cairngorms NPA Offices, Grant­own-on-Spey (this date sub­sequently amended to 27 March).

2. Meet­ing closed 10.40 hours

CAIRNGORMS NATION­AL PARK AUTHOR­ITY Draft MINUTES AUDIT & RISK COM­MIT­TEE 06/12/19

Audit & Risk Com­mit­tee: Out­stand­ing Actions | Action | Status | | —- | —- | | Audit and Risk Com­mit­tee induc­tion pack | Open | | Risk mit­ig­a­tion for LEAD­ER Account­able Body role | Open | | Private Fin­ance Pro­cess and cri­ter­ia for accept­ing pro­pos­als | Open | | Paper on risk appet­ite for dis­cus­sion by Com­mit­tee | Open |