SCHEDULE 13. Franchise Management and Information Obligations. Appendix 1: Efficient Franchisee. Appendix 2: Key Assets

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1 SCHEDULE 13 THIS IS SCHEDULE 13 REFERRED TO IN THE FOREGOING FRANCHISE AGREEMENT AMONG THE STRATEGIC RAIL AUTHORITY, STRATHCLYDE PASSENGER TRANSPORT EXECUTIVE AND FIRST SCOTRAIL LIMITED Franchise Management and Information Obligations Schedule 13.1: Schedule 13.2: Franchise Management Information Appendix 1: Efficient Franchisee Appendix 2: Key Assets Appendix 3: Operational Information Appendix 4: Passenger journeys, miles and earnings information Page 43$ of 556

2 SCHEDULE 13.1 THIS IS SCHEDULE 13.1 REFERRED TO IN THE FOREGOING FRANCHISE AGREEMENT AMONG THE STRATEGIC RAIL AUTHORITY, STRATHCLYDE PASSENGER TRANSPORT EXECUTIVE AND FIRST SCOTRAIL LIMITED Franchise Management 1. GENERAL MANAGEMENT OBLIGATIONS Human Resources 1.1 The Franchisee shall deliver the HR Strategy to the Authority and the SPTE on the Franchise Commencement Date. 1.2 The HR Strategy shall: (a) (b) (c) (d) (e) (f) describe the roles and contribution of the Franchisee's directors and the Franchise Employees in the delivery of the Franchisee's obligations under this Agreement; define the human resources policies, procedures and processes that are required to deliver the vision, business strategy and goals of the Franchisee; set measurable targets (where appropriate) for each aspect of the HR Strategy; define how the HR Strategy will be delivered over the Franchise Term; define how the delivery of the HR Strategy will be monitored and managed over the Franchise Term; and define how the HR Strategy may be varied to take account of changing circumstances or legislation. 1.3 The HR Strategy will comprise as a minimum: (a) an Organisational Development Strategy incorporating: a manpower planning process on a rolling 5-year basis, updated annually and identifying areas where management action will be required to maintain the efficiency of the Franchisee; a commitment by the Franchisee to achieve "Investors in People" accreditation within the Franchise Term; and appropriate performance management processes that embrace all Franchise Employees and provide individual feedback on personal performance; Page 436 of 556

3 (b) a Recruitment, Retention & Resourcing Strategy incorporating: an objective, transparent and fair recruitment process; a succession - planning process for key grades / posts on a rolling 5- year basis, updated annually ensuring that there is resilience in the staffing levels of key posts; (iv) a statistical framework for the monitoring of recruitment and Franchise Employees turnover by gender, ethnic category, disability, function, grade, length of service; and a diversity plan; (c) a Reward & Recognition Strategy for each grade group which supports the vision, business strategy and goals and provides for motivation, reward and retention of Franchise Employees and incorporates: (iv) (v) (vi) base salary and earnings data by key grade group; earnings and hours-worked data; previous information; relevant comparator data; non-financial reward and recognition initiatives; and pensions benefits; (d) a Training & Development Strategy incorporating: a commitment to become an active and subscribing member of the Centre for Rail Skills and maintain membership for the Franchise Term; the provision of induction training for all new Franchise Employees that incorporates: (A) (B) (C) all necessary safety training; all task-specific training; training in order to make such Franchise Employees aware of the obligations required of the Franchisee under this Agreement and of the Franchisee's vision, business strategy and goals; (D) training to provide understanding of the Franchisee's obligations under its Licences and the penalty fares schemes to which it is a party (if any); Page 437 of 556.

4 (E) (F) training to provide understanding of the wider context of the railway; and training for Franchise Employees who have a passenger interface in: (aa) (bb) how to deliver excellent customer service to all types of passengers including passengers with special requirements; and how to deal with dissatisfied or disruptive passengers; the provision of refresher training and the circumstances when such would be provided; (iv) a competence framework based upon National Occupational Standards; (v) (vi) (vii) an assessment and verification framework consistent with the delivery of National Vocational Qualifications and/or Scottish Vocational Qualifications; a commitment by the Franchisee to encourage all Franchise Employees (where appropriate) to achieve an appropriate National Vocational Qualification (or equivalent accredited qualification) within defined timescales; and the means by which the Franchisee will make available other structured training and development opportunities, using approved training schemes such as "Modern Apprenticeships" and "Graduate Apprenticeships" where appropriate; (e) an Involvement Strategy incorporating: appropriate "Collective Consultation and Bargaining Frameworks"; and the planned linkages to the wider local community that the Franchisee has through its Franchise Employees; and (1) a Franchise Employee Communications Strategy which defines the means and frequency with which the Franchisee will provide: information and feedback to Franchise Employees on the Franchisee's performance, including whether good or bad performance; information as to changes in management policy, personnel, organisational structure, reporting lines and responsibilities; and the conduct, publication and actions to be taken as a result of an annual Franchise Employee attitude survey. Page 438 of 556

5 2. QUALITY MANAGEMENT 2.1 The Franchisee shall deliver to the Authority and the SPTE on or before the Franchise Commencement Date the Quality Plan. The Quality Plan shall cover all of the obligations of the Franchisee under this Agreement The purpose of the Quality Plan is to ensure that the Franchisee manages in a systematic and structured manner the quality and delivery of its obligations under this Agreement so that they are delivered to a consistent quality in accordance with the terms of this Agreement. 2.2 The Quality Plan shall be compliant with the procedures and processes described in the Business Excellence Model of the British Quality Foundation or the EFQM Excellence Model of the European Foundation for Quality Management 2.3 The Franchisee shall implement the Quality Plan throughout the Franchise Term. The Franchisee shall ensure that sufficient, adequately trained Franchise Employees are allocated to the management of quality and the delivery of the Franchise Services. 2.4 The Franchisee shall deliver to the Authority and the SPTE a Quality Report, at least once every 13 Reporting Periods during the Franchise Term (the first such report no later than the end of the 13* Reporting Period following the Franchise Commencement Date), which shall provide: (a) (b) (c) (d) (e) the Franchisee's own assessment of the Franchisee's performance of its obligations under this Agreement; (where applicable) a list of specific corrective actions which the Franchisee believes are necessary to remedy, as soon as reasonably practicable, issues of concern identified in the Franchisee's assessment; (where applicable) a list of specific actions for improvement identified in the Franchisee's assessment that the Franchisee intends to target so as to bring about continuous improvement of performance, in particular the delivery of the key performance results derived from the application of the Business Excellence Model of the British Quality Foundation or the EFQM Excellence Model of the European Foundation for Quality Management; a list of actions intended to maintain current areas of excellence identified in the Franchisee's assessment; a programme which specifies: the time within which the corrective action identified pursuant to paragraph 2.4(b) will be complete; the time within which the continuous improvement actions identified pursuant to paragraph 2.4(c) will be complete; and Page 439 of 556

6 the time within which the maintenance actions necessary for maintaining the current areas of excellence identified pursuant to paragraph 2.4(d) will be complete; and (f) any amendments to the Quality Plan necessary to ensure that the Franchisee manages in a systematic and structured manner the quality and delivery of its obligations under this Agreement so that they are delivered to a consistent quality in accordance with the terms of this Agreement. 3 CENTRE FOR RAIL SKILLS The Franchisee shall make reasonable endeavours to participate with any initiatives from the Centre for Rail Skills towards the development and implementation of a pre-vocational training programme in rail engineering within Strathclyde and also with any other rail based vocational training initiatives notified by the SPTE or the Authority. Page 440 of 556

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