NORTHERN IRELAND TRANSPORT HOLDING COMPANY

Transcription

1 NORTHERN IRELAND TRANSPORT HOLDING COMPANY Summary Minutes of the 171st Group Board Meeting of the Directors held on Wednesday 17 th April 2013 at 9.30am at Chamber of Commerce House, Belfast PRESENT: APOLOGIES: IN ATTENDANCE: J Trethowan (Chairman) J Brown A Coffey T Depledge F Hewitt C Mason (GCE) B Mitchell P O Neill (COO) C Burns (Board Secretary) J P Irvine (Company Secretary) S Armstrong (part of meeting) G Milligan (part of meeting) GROUP STATEMENT The Directors of the Northern Ireland Transport Holding Company are also the Directors of all other companies within the Group. As such they are mindful of their responsibilities and statutory duties to each. These minutes record the business of the Group meeting at which matters, factors and decisions relating to individual companies were raised and addressed. 1. WELCOME The Chairman welcomed Ms Sue McAllister, Chief Executive, N I Prison Service who was attending the meeting in an Observer capacity. 2. APOLOGIES The Chairman gave apologies for Mr O Neill. 3. DECLARATION OF INTERESTS Mr Hewitt declared his ongoing interest as a member of the Strategic Investment Board and Ilex. The GCE declared an ongoing interest in the University of Ulster as a Visiting Professor. 4. MINUTES The Minutes of the 170 th meeting held on 13 th March 2013 were reviewed by correspondence and adopted as a true record of the meeting. 5. INTRODUCTION The Chairman explained the running order for the meeting. 6. ANNUAL REGISTER OF INTERESTS 1

2 The Chairman referred members to the enclosed forms for recording the Annual Register of Interests & Register of Interests in Transactions. The Company Secretary explained the importance of completing the forms in line with good practice and asked members to return their completed registers to either himself or the Board Secretary. 7. MATTERS ARISING Board Objectives The Chairman explained that once the Year End process had been completed he would be able to complete the Board Objective (1). Insurance Portfolio Members noted that the new Directors & Officers Policy would be circulated by the Finance Director in due course.. All Matters Arising had been addressed or were dealt with during the meeting. 8. CHAIRMAN S BUSINESS Re-Opening of the Coleraine-Derry/Londonderry Line The Chairman reported on the success of the event to mark the re-opening of the Coleraine/Londonderry line. Despite the weather the event had been wellattended and positive feedback had been received from the Minister and guests. Board Assessment for DRD/Evaluation of Committees The Chairman thanked members for taking the time to complete and discuss the annual assessment forms for DRD and confirmed that the process was almost complete. (iii) Ulster in Bloom The Chairman reported on the successful Ulster in Bloom awards ceremony held at Riddell Hall, Belfast on the 28 th March. (iv) Railway Preservation Society of Ireland (RPSI) The Chairman reported on the visit to the RPSI Headquarters on 10 th April when he was accompanied by the COO and a Board member. He said that it was a very interesting and worthwhile visit. (v) Communication from DRD The Chairman referred to communication from the Sponsor Department which reminded the Board about the importance of contract management in the Northern Ireland public sector at the moment. 2

3 Action: The Chairman of the BARC would give an update to the May Board meeting. (vi) Attendance at Committee for Regional Development The Chairman confirmed that he and the GCE had been asked to attend the Committee for Regional Development on 1 st May on the topic of Comprehensive Transport Delivery Structures. Separately, the GCE confirmed that Translink representatives would be attending the Committee on 24th April to present the details of the Corporate Plan and Bus matters. (vii) Garden Party Members were advised that the Chairman and his wife had been invited to a Garden Party at Buckingham Palace next month. (viii) NI Tourist Board Dinner The Chairman confirmed that he and the GCE had accepted the invitation to attend a dinner with the Tourist Board at Aghadowey on 1 st May. (ix) Meet the Managers Events Members discussed the various venues and dates and most of the events would have a Non Executive in attendance, reaffirming the Board s commitments to these engagements. (x) Summary Minutes The summary Minutes for March would be ed for consideration within the next week. (xi) Safety Tours The Chairman requested the Board Secretary to send members details of the forthcoming Safety Tours when they had been finalised. 9. DRD CORRESPONDENCE University of Ulster The GCE referred to the letter from the Permanent Secretary in relation to providing transport links for the University of Ulster s new campus at York Street. 10. AD HOC PAPERS FOR DISCUSSION (a) Board Objectives 2013/14 The Chairman explained that he was considering taking forward the same objectives as last year but with updated targets and possibly a set of Board KPIs. More would follow at the May Board meeting. 3

4 Action: The Chairman to prepare draft objectives for consideration by the Board. The GCE to provide some details. (b) Pension Costs The Finance Director explained the Pension Advisers had now updated the assumptions and reflected the year end. The assumptions were currently being considered by the External Auditors. Decision: The Board approved the assumptions to be used for the calculation of Pension liabilities in the 2012/13 accounts. (c) Impairment of Tangible Fixed Assets Members noted that impairment of tangible fixed assets was driven by regulation IAS 36 which stated that fixed asset may not be carried in the balance sheet at more than its recoverable amount. The Finance Director explained that the assets fell into two categories Operational & Investment properties. Decision: Following due and careful consideration the Board agreed with the impairment position of the assets as set-out in the paper. (d) Derivatives The Finance Director explained that with effect from 1 st April 2012 the DRD had requested that the Group adopt IFRS instead of UK GAAP for its statutory accounts. Under IFRS the group were obliged to recognise the fair value of derivatives on their balance sheet and the movements from year to year to be reflected throughout the hedging reserve. He added that the only derivative products the Company had were the fuel hedging contracts. (e) Going Concern Members reviewed the updated note on Going Concern. 11. FOR INFORMATION (a) Group Chief Executives Report The Board noted the contents of the GCE Report and the following matters were discussed:- Public Service Contract Members were pleased to note that DRD had published their intention to award NITHC a 10-year bus and rail contract in OJEU. The GCE explained that Working Groups had been set-up to ensure delivery of the new arrangements. Foot Bridge at Ballymoney 4

5 The GCE informed members that she had received a very complimentary letter from Ballymoney Council praising the Company for erecting the new footbridge and the benefits to the local community. (iii) Updated Scheme of Delegation The GCE referred members to the Scheme of Delegation which had been updated to take account of a number of changes throughout the last year of operation, including recent changes to the Management Statement & Financial Memorandum. The Company Secretary distributed the finalised MSFM, and would proceed to circulate around senior management in the coming weeks. Decision: The Board accepted the revised scheme of delegation as presented by the Group Chief Executive. (iv) The Board acknowledged the Annual Single Tender Action Report. It was acknowledged that the Finance & Project Tracking Committee approved the higher value purchases and the GCE assured members that all approvals were undertaken within the delegated authority rules. Decision: The Board was satisfied with the Annual STA report. (b) Chief Operating Officer s Report Members noted the contents of the COO Report and updates were given on a number of matters:- Services Members were pleased to note that the Winter Resilience programme seemed to work well as the prolonged adverse weather conditions in March did not affect the rail services and there was only minimal disruption to some bus services. Safety Incidents Members noted the update on safety related incidents. (c) Group Finance Report Members noted that the Finance Report for Period 12 was being finalised and would be circulated in the next papers. (d) Corporate KPIs The Board noted the Corporate KPIs. (e) Minutes of Committee Meetings The minutes of the following Board Committees were noted:- Finance & Project Tracking held on 13 th March. 5

6 12. DATE OF NEXT MEETING The next meeting of the Board will take place at 9.30am on Wednesday 8 th May 2013 at Chamber of Commerce House. 6