High Speed Two (HS2) Ltd Board Meeting held on 16 October Minutes. HS2 Ltd Board room, One Canada Square, London E14 5AB

Transcription

1 High Speed Two (HS2) Ltd Board Meeting held on 16 October 2014 Minutes HS2 Ltd Board room, One Canada Square, London E14 5AB Present: David Higgins, Chair Simon Kirby, Chief Executive Richard Brown Christine Emmett Neil Masom Alison Munro, Managing Director Development Duncan Sutherland Mike Welton Apologies: Jo Valentine In Attendance: XXXX, Department for Transport (DfT) Observer Tom Kelly, Director of Communications (from item 7) Alistair Kirk, Programme and Strategy Director (item 6) Kieran Rix, Director of Finance and Corporate Services Andrew McNaughton, Technical Director Beth West, Commercial Director Jeremy Harrison, interim Director, Risk and Assurance (item 4) XXXX, Chief of Staff (item 12) XXXX, Engagement Lead (item 13) XXXX, Head of Regeneration Company Development (item 10) XXXX, General Counsel and Company Secretary XXXX, Assistant Company Secretary Page 1 of 10

2 1. Introduction of New Non Executive Directors and Declarations of Interests 1.1 The Chair welcomed Neil Masom and Christine Emmett to the Board and noted that Jo Valentine had sent her apologies. The Chair confirmed that Board members should feel free to challenge and argue. 1.2 It was noted that the interests declared by the new Non Executive Directors had been entered on the Company s Register of Business Interests. There were no other changes to the previously declared interests. 2. Minutes of Previous Meeting and Matters Arising 2.1 The Board agreed the minutes of the previous meeting which were signed by the Chair as a true record. 2.2 The Board reviewed the list of actions from previous meetings and discussed progress in relation to a number of action points. 2.3 Matter Arising National College for High Speed Rail (NCHSR) The Board received an update on progress with the establishment of a National College for High Speed Rail ( Skills College ). The Board noted a proposal for the Commercial Director to be the Company s representative on the NCHSR Governing Board and Shadow Board until its establishment The Board noted there were a number of key issues for discussion and agreement. The Board noted that the Chair of the Skills College had requested the Company make a commitment that all its suppliers would use the Skills College The Board discussed the positive lessons of the Tours-Bordeaux high speed upgrade in setting up the Skills College; and noted the importance of the formulation of appropriate targets for individual contracts and of placing students in permanent jobs after they finished their courses The Board agreed to receive an update on the matter and a review of the Company s wider Educational Policy in four months time. Action: Commercial Director / Skills and Employment Strategy Manager Page 2 of 10

3 2.4 There were no further Matters Arising. 3. Chair s Report (including committee appointments) 3.1 The Board received an update from the Chair on key developments since the last Board meeting. 3.2 The Board considered proposals to change the membership of the Board Committees and agreed the following:- Audit and Risk Assurance Committee: - Members: Neil Masom, Jo Valentine and Mike Welton; - Chair: Neil Masom (following the Committee meeting on 24 October 2014 which would be chaired by Mike Welton); - Richard Brown would step down from the Committee Remuneration Committee: - Members: Christine Emmett, Duncan Sutherland and Richard Brown; - Chair: Christine Emmett Health, Safety and Environment Committee - Members: Richard Brown, Christine Emmett and Neil Masom; - Chair: Richard Brown 3.3 The Board conveyed its thanks to Richard Brown for chairing the Remuneration Committee and to Mike Welton for chairing the Audit and Risk Assurance Committee. 4. Discussion on Risk 4.1 The Board received a presentation from the interim Director, Risk and Assurance (idra) on the Company s approach to risk management. 4.2 The Board was advised that the responsibility for risk currently lay within the Programme and Strategy Directorate with dotted line reporting to other parts of the business, with a close working relationship with the Director of Finance and Corporate Services. Page 3 of 10

4 4.3 The outgoing Chair of the Audit and Risk Assurance Committee observed that risk is being managed by the Company but that visibility at Board level could be improved. He confirmed that he was satisfied that the Company has a risk management system which works. 4.4 It was agreed to update the Terms of Reference of the Audit and Risk Assurance Committee to reflect the arrangements, and that the Director of Finance and Corporate Services would write to the DfT to confirm the arrangements. Action: General Counsel and Company Secretary / Director of Finance and Corporate Services 4.5 The Board was updated on the approach to Risk Management within the organisation, including the adoption of new Risk Management software. The Board noted the importance of having clarity over which risks were owned by the Company and which were owned by the Department for Transport. 4.6 It was noted that it was the responsibility of the Audit and Risk Assurance Committee to satisfy itself on behalf of the Board that adequate risk management arrangements were in place and were being implemented; and for the Chair of the Committee to report to the Board on the adequacy of these arrangements. 4.7 It was noted that stress testing and analysis will be undertaken in relation to key strategic risks. The Board was advised that the monthly Programme Dashboard as reported to the Board will in future include a monthly report on key strategic risks. In addition it was proposed the Board would receive a quarterly update on risk and that the Audit and Risk Assurance Committee would undertake a deep dive into strategic risk issues. Action: interim Director, Risk and Assurance 4.8 The Board noted the update and noted the matter would be discussed further at the next meeting of the Audit and Risk Assurance Committee. 5. Report from Remuneration Committee Meeting 5.1 The Board received a report from the outgoing Chair of the Remuneration Committee on the meeting of the Committee held on 18 September Page 4 of 10

5 5.2 The Board was advised that the Committee had agreed an updated version of its Terms of Reference (TORs) and was content to recommend the TORs to the Board for approval. 5.3 The Board noted the update and approved the updated Terms of Reference of the Remuneration Committee. 6. CEO s Summary and Management Information 6.1 The Board received a regular update from the Chief Executive on strategic and operational matters. It was noted a presentation would be given to the next Board meeting on the Tours-Bordeaux high speed upgrade (South Europe Atlantic High Speed Rail). Action: Chief Executive/ Managing Director, Phase One Infrastructure 6.2 It was noted that the first set of regular programme reviews was in progress and it was agreed that the highlights of these reviews would be regularly reported to the Board as part of the Programme Dashboard. 6.3 The Board discussed the format of the Programme Dashboard and agreed it would be useful to receive both a high level Summary and the full Programme Dashboard at each Board meeting. It was agreed that the Summary would benefit from a summary of current key issues facing the Company and the proposed actions to be taken. 6.4 It was agreed a pre-briefing would be given on the Delivery Strategy prior to the next Board meeting. Action: General Counsel and Company Secretary/ Assistant Company Secretary 6.5 The Board discussed the scoping of work on Utilities and Ground Investigations and the design work timetable as mapped out in Baseline Four. 6.6 The Board noted the potential for commitments given in relation to petition management to have an impact on budgets and requested that consideration be given to establishing a mechanism to ensure Board visibility of such commitments and their monetary value. Action: Director of Finance and Corporate Services / Programme and Strategy Director Page 5 of 10

6 6.7 The Board discussed the Company s performance on cost forecasting. The Board noted that the Land and Property budget was set in The Board noted the update. 7. Health and Safety 7.1 Health and Safety Report September The Board received a regular update on Health and Safety (H&S) matters including work currently in progress to embed a culture of H&S compliance for the organisation. 7.2 Update on Safety Incidents The Board received an update on H&S incidents reported in the last month. The Board was advised of remedial measures being taken in response to recent incidents including steps being taken to improve the first aid response at the Company s offices The Board was updated on remedial action being taken in relation to two incidents reported regarding the showers at Canary Wharf It was confirmed that all near misses would be reported to the Board. 7.3 First meeting of Health, Safety and Environment (HSE) Committee The Board noted a proposed date for the first meeting of the Health, Safety and Environment Committee would be circulated to members of the Committee. 8. Finance Report 8.1 The Board received a regular update on the financial performance of the Company for the period to September The Board was advised that the Company was reporting an underspend on its 2014/15 budget and that this was likely to rise as the financial year progressed. It was noted that the underlying problem is forecasting. 8.3 The Board was advised that the land and property budget was continuing to change and was likely to continue to do so for the next few months until the outcome of petitioning is known. Page 6 of 10

7 8.4 The Chair requested that a contingency plan dealing with forecasting and underspend be presented to the next meeting of the Board. 8.5 The Board noted the update. Action: Director of Finance and Corporate Services 9. Update on Euston 9.1 The Board received an update on proposals for Euston station. 9.2 The Board noted the establishment of the Euston Joint Sponsor Board, comprising representatives of the Company, Network Rail and the Department for Transport; whose remit is to set requirements in relation to Euston. It was noted that an integrated team is to be established. 9.3 The Board discussed proposals in development for the continued operation of the mainline station while construction was in progress. 9.4 The Board also discussed engagement with the local community; and work to be undertaken with the train operating companies to take into account the needs of the travelling public. 9.5 The Board requested a high level timetable be prepared for the Board on the path to the deposition of an Additional Provision in relation to Euston. Action: Chief Executive/ Programme and Strategy Director 9.6 It was agreed that a timeline for Euston would be on the agenda for the December meeting of the Board. 10. Regeneration Company (Business Case) Action: Chief Executive 10.1 The Board received an outline of a draft Business Case to be put forward to the Department for Transport and HM Treasury for approval to establish a Regeneration Company ( RegenCo ) to deal with the opportunities and challenges of the regeneration activities associated with the HS2 Project. Page 7 of 10

8 10.2 The Board discussed the possible sources of funding for the RegenCo. It was noted there was evidence of widespread support for the Regenco across much of government and there was an opportunity to make a case for funding to HM Treasury The Board discussed the merits of capturing land value by buying land at the most optimal time and drawing lessons from international examples of infrastructure projects and associated regeneration The Board questioned the figures and terminology to be used in the Business Case and it was agreed that these would be reviewed and revised where necessary The Board noted the update and agreed a revised Business Case would be circulated to the Board by correspondence. 11. New Articles of Association Action: Commercial Director/ Head of Regeneration Company 11.1 The Board received a revised set of the Memorandum and Articles of Association of the Company for onward submission to the Secretary of State It was observed that the proposed objects of the Company would benefit from inclusion of an object to promote the success of HS2 and an object to work in co-operation with the rest of government to capture the benefits of the project. Action: General Counsel and Company Secretary/ Commercial Lawyer 11.3 Subject to these amendments the Board noted the update, and endorsed the proposed new Articles of Association of High Speed Two (HS2) Limited for submission to the Secretary of State as sole member of the Company; with a request that he sign a resolution approving the adoption of the new Articles of Association The Board delegated authority to the General Counsel and Company Secretary to finalise the amended Articles of Association on behalf of the Company. 12. Framework Document Page 8 of 10

9 12.1 The Board received proposals to update the Company s Framework Document, which would sit alongside the Development Agreement in governing the Company s relationship with the Department for Transport The Board noted that the document would be updated if the Company received confirmation from government that it would receive greater freedom with regard to pay and benefits flexibilities The Board noted the update and approved the amended Framework Document and delegated authority to the Chairman and Chief Executive to finalise and sign the Framework Document on behalf of the Company. 13. Residents Charter and Commissioner 13.1 The Board received an updated proposal for the introduction of a Residents Charter, background information on the Charter and a Job Description for the Residents Commissioner The Board noted that the Residents Commissioner would review the Charter and report to the Board on a regular basis. Recruitment of the Commissioner would commence in the following week The Board discussed the terminology used in the proposals and agreed that the wording would be amended to reflect that the Company would commit to engaging effectively and proactively and to clarify that the Commissioner s remit would not include assisting with petitioning Subject to these amendments the Board approved the Residents Charter and the Background Information to the Residents Charter; and noted the Job Description for the Residents Commissioner. 14. Communications Report 14.1 The Board received a regular update on Communications matters and noted an update on the preparations for and the key messages to be imparted at the launch of the second Higgins Report. 15. Phase Two 15.1 The Board received an update on progress with the options under evaluation for the Phase Two HS2 route. This included the timetable Page 9 of 10

10 for the completion of Phase Two and current proposals for the location of particular sections of the route The Board discussed current cost estimates for Phase Two and the scope for further efficiencies, and discussed the submission of costings for Phase Two to the Secretary of State. It was agreed that an update would be brought back to the next meeting on the Work Programme for Phase Two. Action: Managing Director Development / Director, Phase Two 16. Date of Next Meeting 20 November Any other business 17.1 The General Counsel and Company Secretary informed the Board that HS2 Action Alliance and the London Borough of Hillingdon had been granted leave to appeal in their judicial review against the Phase One Safeguarding Directions. Signed: Page 10 of 10