CAIRNGORMS NATION­AL PARK AUTHORITY

Form­al Board Paper 2 28^th May 2021

CAIRNGORMS NATION­AL PARK AUTHORITY

FOR DECISION

Title: BOARD COM­MIT­TEES: TERMS OF REFERENCE

Pre­pared by: DAV­ID CAMER­ON, DIR­ECT­OR OF COR­POR­ATE SERVICES

Pur­pose

This paper pro­poses terms of ref­er­ence cov­er­ing the new Board Com­mit­tee arrange­ments approved in prin­ciple by mem­bers at the Board meet­ing of 12 Feb­ru­ary 2021.

The paper also sets out pro­pos­als for mov­ing for­ward with the revised arrange­ments for Board Com­mit­tees, should mem­bers agree to move for­ward with this revised Com­mit­tee structure.

Recom­mend­a­tions

The Board is asked to:

a) Con­sider the draft terms of ref­er­ence for Board Com­mit­tees presen­ted with this paper; b) Agree any required amend­ments to the draft terms of ref­er­ence; c) Agree imple­ment­a­tion of the new Com­mit­tee struc­ture on the basis of these terms of ref­er­ence, includ­ing any agreed amend­ments d) Agree the pro­cess of Com­mit­tee mem­ber­ship should begin with elec­tion of the Com­mit­tee Chairs e) Agree the pro­cess and timetable for elec­tion of Com­mit­tee Chairs as set out in this paper f) Agree the paper to the Board meet­ing of Feb­ru­ary 2021 identi­fy­ing a pro­posed change to the elec­tion of Com­mit­tee Chairs rep­res­ents an appro­pri­ate noti­fic­a­tion of a pro­pos­al to change Stand­ing Orders, as required by para­graph 47 of those Stand­ing Orders g) Agree the amend­ment to Stand­ing Orders set out in para­graph 10 h) Agree to seek mem­bers’ pref­er­ences for Com­mit­tee mem­ber­ship in par­al­lel with the pro­cess for elec­tion of Com­mit­tee Chairs.

Back­ground

1. The Board agreed in prin­ciple to change the struc­ture of the Board’s Com­mit­tees, sub­ject to the Dir­ect­or of Cor­por­ate Ser­vices draft­ing Terms of Ref­er­ence for each of the pro­posed Com­mit­tees to allow mem­bers to con­sider the over­all fit of the new Com­mit­tee pro­pos­als and their likely cov­er­age of key areas of work required by the

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CAIRNGORMS NATION­AL PARK AUTHORITY

Form­al Board Paper 2 28^th May 2021

Board’s gov­ernance and assur­ance pro­cesses. The work devel­op­ing draft Terms of Ref­er­ence is now com­plete and is presen­ted with this paper.

Draft Com­mit­tee Terms of Reference

1. The Com­mit­tee terms of ref­er­ence have been developed fur­ther since being cir­cu­lated to all mem­bers for any com­ments of detail. This exer­cise res­ul­ted in the fol­low­ing main themes of feedback:

   a) Poten­tial duplic­a­tion of role pur­pose between Com­mit­tees; b) Asso­ci­ated lack of clar­ity around which Com­mit­tee would act on some ele­ments of work; c) Poten­tial lack of cov­er­age of some ele­ments of the Authority’s activ­it­ies, for example the stat­utory access role.

2. Draft terms of ref­er­ence now presen­ted vary for the ver­sion seen by mem­bers when giv­en the oppor­tun­ity to con­sider any detailed com­ments in the fol­low­ing ways, fol­low­ing review of the feed­back provided:

   a) A sum­mary table of the role of each Com­mit­tee is presen­ted at the begin­ning of the doc­u­ment, allow­ing the roles of each Com­mit­tee to be con­sidered side by side and mak­ing the over­all pur­pose and focus of each Com­mit­tee clear to seek to give a bet­ter sense of the fit of the Com­mit­tees. b) Com­mon ele­ments of com­mit­tee terms of ref­er­ence have been taken out of the indi­vidu­al Com­mit­tee terms of ref­er­ence and added to a sep­ar­ate ​“gen­er­ic terms of ref­er­ence for all Com­mit­tees” to help focus each Committee’s spe­cif­ic terms of ref­er­ence on their main pur­pose. c) No spe­cif­ic fur­ther amend­ment is made to the terms of ref­er­ence regard­ing point c). The draft terms of ref­er­ence of the Per­form­ance Com­mit­tee includes at point ​“f”: ​“To main­tain over­sight of per­form­ance against key stra­tegic out­comes”, cit­ing the two spe­cif­ic examples already iden­ti­fied for this Com­mit­tee of per­form­ance against Cli­mate Change tar­gets and the Authority’s pub­lic and stake­hold­er engage­ment tar­gets. Oth­er spe­cif­ic areas of per­form­ance may be added by the Board at any time to this aspect of the Per­form­ance Committee’s remit should there be appro­pri­ate levels of stra­tegic risk to jus­ti­fy doing so. Cur­rently, there are no stra­tegic risks iden­ti­fied around the Authority’s stat­utory access per­form­ance. On con­sid­er­a­tion of Board and Com­mit­tee work­load and also of the bal­ance of staff resources in sup­port­ing these Com­mit­tees, it is pro­posed that there is no need to be com­pre­hens­ive at this stage on the areas of work that the Per­form­ance Com­mit­tee might look at on del­eg­a­tion by the Board, and to leave that open to organ­isa­tion­al needs assess­ment on the basis that del­eg­a­tion can be accom­mod­ated by this aspect of the draft terms of reference.

3. Should the Board agree to move to this pro­posed Com­mit­tee struc­ture on the basis of the draft terms of ref­er­ence, includ­ing any agreed amend­ments to the draft, it is sug­ges­ted that the new Com­mit­tee struc­ture begins to oper­ate once con­firm­a­tion of mem­ber­ship and iden­ti­fic­a­tion of Com­mit­tee Chairs has been final­ised. This pro­cess is con­sidered fur­ther in the fol­low­ing section.

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CAIRNGORMS NATION­AL PARK AUTHORITY

Form­al Board Paper 2 28^th May 2021

Estab­lish­ing Com­mit­tee Membership

1. The paper pre­pared by the Con­vener and Deputy Con­vener and con­sidered by the Board on 12 Feb­ru­ary 2021 indic­ated that Com­mit­tee Chairs will be elec­ted by the full Board. Mem­ber­ship of Com­mit­tees will be con­firmed by the Gov­ernance Com­mit­tee, fol­low­ing mem­bers’ indic­a­tion of their first and second choice for Com­mit­tee mem­ber­ship. The Gov­ernance Com­mit­tee would seek to con­firm mem­ber­ships respect­ing these first and second choice pref­er­ences while bal­an­cing skills and expertise.

2. The nat­ur­al first step in estab­lish­ing Com­mit­tee mem­ber­ship there­fore appears to be to determ­ine the Chairs of Com­mit­tees, in order to form the pro­posed Gov­ernance Committee.

Elec­tion of Com­mit­tee Chairs

1. I pro­pose that the exist­ing elec­tion pro­cess set out in the agreed stand­ing orders, as used for Con­vener, Deputy Con­vener and Plan­ning Com­mit­tee Con­vener and Deputy Con­vener is adop­ted for the pur­pose of elect­ing Chairs of the Com­mit­tees. Giv­en cur­rent ongo­ing COVID19 Busi­ness Con­tinu­ity Restric­tions pre­vent­ing in per­son meet­ings, the modi­fic­a­tion of those stand­ing orders to sup­port nom­in­a­tion and second­ing of pro­posed Chairs and postal bal­lots are pro­posed to also apply to the elec­tion of the Com­mit­tee Chairs.

2. The elec­tion pro­cesses were last updated by the Board in Novem­ber 2020 fol­low­ing elec­tion of the Deputy Con­vener, pri­or to the elec­tion of the Plan­ning Com­mit­tee Con­vener: [201113CNPABdPaper2AAElection Pro­cess Review Plan Cttee Con­vener Elect.pdf](201113CNPABdPaper2AAElection Pro­cess Review Plan Cttee Con­vener Elect.pdf) (cairngorms​.co​.uk)

3. I pro­pose the elec­tion for Com­mit­tee Chairs fol­lows the same format as that adop­ted by the Board in Novem­ber 2020. This would provide for the fol­low­ing timetable for elec­tion of Com­mit­tee Chairs: a. 28 May: Board con­firms pro­cess for elec­tion of Com­mit­tee Chairs b. 11 June 17:00: dead­line for receipt of val­id­ated nom­in­a­tions and seconds of Com­mit­tee Chairs c. In week com­men­cing 14 June: con­firm­a­tion of nom­in­a­tions for each Com­mit­tee Chair and issue of bal­lot papers togeth­er with sup­port­ing can­did­ate state­ments. Tar­get issue of these papers Wed­nes­day 16 June. d. Wed­nes­day 30 June 17:00: dead­line for receipt of bal­lot papers e. By Fri­day 2 July: count of bal­lots; announce­ment of res­ults of elec­tions; con­firm­a­tion of Com­mit­tee Chairs.

4. The paper to the Board meet­ing in Feb­ru­ary 2021, in set­ting out a pro­pos­al to change the pro­cess of elec­tion of Com­mit­tee Chairs, estab­lished a require­ment to change Stand­ing orders.

5. In order to con­firm the elec­tion of Com­mit­tee Chairs fol­low­ing this pro­cess, the fol­low­ing amend­ment is required to the cur­rent stand­ing orders:

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CAIRNGORMS NATION­AL PARK AUTHORITY

Form­al Board Paper 2 28^th May 2021

• Replace Stand­ing order para­graph 40: “… Com­mit­tees, oth­er than Plan­ning Com­mit­tee provided for at para­graph 22, shall appoint a Chair­per­son and a Vice Chair­per­son at their first meet­ing fol­low­ing agree­ment of their mem­ber­ship by the Board, from among the mem­ber­ship of the Com­mit­tee agreed by the Board…” with

• Com­mit­tee Chairs shall be elec­ted by the full Board using the vot­ing pro­ced­ures set out in these Stand­ing Orders for the elec­tion of the Board Con­vener. Com­mit­tee Chairs so elec­ted shall be a mem­ber of the Com­mit­tee in terms of that Committee’s terms of ref­er­ence. Any sub­sequent require­ment for review of the mem­ber­ship of the Com­mit­tee in ques­tion shall be under­taken by the Con­vener and the Gov­ernance Com­mit­tee. The Vice Chair of Com­mit­tees shall be appoin­ted by each Com­mit­tee from among the mem­ber­ship of the Com­mit­tee agreed by the Board.

Com­mit­tee Memberships

1. I pro­pose to open the pro­cess seek­ing mem­bers’ views on their first and second pref­er­ences for Com­mit­tee mem­ber­ship over the same time peri­od as the elec­tion pro­cess for Com­mit­tee Chairs. I will coordin­ate emails to all mem­bers seek­ing first and second pref­er­ences for Com­mit­tee mem­ber­ship, and com­pile responses for con­sid­er­a­tion by the Gov­ernance Com­mit­tee with a com­ple­tion dead­line of Fri­day 2 July. Accord­ing the above timetable for elec­tions, mem­ber­ships can be con­sidered by a Gov­ernance Com­mit­tee meet­ing from week com­men­cing Monday 5 July.

Dav­id Camer­on 17 May 2021 davidcameron@​cairngorms.​co.​uk