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Board Governance - 2025-2026 meeting schedule

1. Introduction

1.1 As part of an ongoing Board Governance programme of work, a review of the schedule of meetings has been carried out, including a review of good practice.

1.2 An annual calendar of the meeting schedule for Board and Committee meetings is also presented in this paper for Board approval (see Section 3).

1.3 This paper also presents an updated Planner with the seminar sessions and strategic items for tabling at Agency Board meetings and Strategy Days to March 2025; (see Annex 1). This supersedes the planner agreed by the Board at its meeting on 27 February 2024 to ensure that the new rhythm of meetings commences as soon as practicable.

2. Overview

(From paper circulated by email to Board members on 26 July 2024)

2.1 The current schedule of meetings consists of:

• Six public Agency Board meetings per annum, alternating between in-person and virtual (MS Teams), with some meetings preceded in the morning by a visit or seminar.
• Two Board in-person planning/strategy days per annum.
• Quarterly Audit & Risk Committee (ARC) meetings (with additional Finance focused ARC meetings as required – four scheduled into diaries for this year) and an annual ARC workshop.
• Four People & Remuneration Committee (PRC) meetings per annum.

2.2 The proposal is to move to:

• Quarterly formal Agency Board meetings with public and private sessions (all on MS Teams)
• One Board Strategy Day (in-person)
• One Board Development Day (in-person)
• Two Board visit days
• Fully utilise the Board Champions initiative, reflecting the role of Board members in adding value and engaging at strategic level to work with SEPA’s Executive team and colleagues on priority areas of work.
• Retain the quarterly ARC meetings, but refocus the Committee on risk, audit and assurance and rename as Audit, Risk and Assurance Committee (ARAC). A review was undertaken on what is currently being reported to the Committee to ensure the revised remit is met. The revised Terms of Reference were approved by the Committee on 9 September 2024 and will be presented for Board approval on 26 November 2024.
• Discontinue the separate Finance ARC meetings.
• Repurpose to enhance the remit of the PRC to become a quarterly People & Resources Committee undertaking deeper dives on forward looking finances (for example budget, aligned with resource and workload planning), procurement, transformation business cases, and people matters, ahead of full Board meeting discussions. A revised Terms of Reference for the PRC was discussed at the PRC on 27 August 2024 with a further revised version being presented on 29 October 2024 before being put forward for Board approval on 26 November 2024.

2.3 Based on the above, the calendar of meetings for 2025-2026 is presented for approval below in Section 3.

3. Proposed calendar of meetings for 2025-2026

3.1 The following dates are proposed for 2025-2026:

Already approved and in diaries:

• 30 January 2025
  • Board Strategy Day – in person (Aberdeen) details TBC – this may be cancelled if Aberdeen visit does not go ahead.
• 25 February 2025
  • (MS Teams - note that the morning seminar session previously scheduled for this day has been cancelled in line with the new approach).

Revisions:

• 4 March 2025 (in-person ASB):
  • Board Strategy Day [NEW DATE] Focus on strategic direction, long term vision and business plan
• 25 March 2025
  • (MS Teams) Audit, Risk and Assurance Committee (moved from 18 March 2024 to better align with new reporting schedule)

Proposal for approval for 2025-2026 financial year:

• April 2025
  • 15 April: PRC meeting and workshop (in-person)
  • 29 April: Agency Board meeting
• May 2025
  • 20 May: ARAC meeting and workshop (in-person)
  • TBC May: Board visit
• June 2025
  • 10 June: PRC meeting (MS Teams)
  • 24 June: Agency Board meeting
• July/August 2025: nothing scheduled
• September 2025
  • 2 September: ARAC meeting (MS Teams)
  • 16 September: PRC meeting (MS Teams)
  • 30 September: Agency Board meeting
• October 2025
  • TBC October: Board Development Day (in-person) – to include Board Effectiveness and Self-assessment review
• November 2025
  • TBC November: Board visit
• December 2025
  • 9 December: ARAC meeting (MS Teams)
• January 2026
  • 13 January: PRC meeting (MS Teams)
  • 27 January: Agency Board meeting
• February 2026: nothing scheduled
• March 2026
  • Date TBC: Board Strategy Day (in-person)
  • Date TBC: ARAC meeting (MS Teams)

3.2 The Chief Executive is also keen to have information sessions for Board members; 1hour MS Teams sessions potentially led by Heads of Function to help with strategic discussions on an ongoing basis (deep dive offline workshops). Dates and timings of these will follow in the detailed planner for approval in February 2025. These sessions will also form part of the ongoing board induction journey linking to board effectiveness, training, and development. The CLT & Board Support team are currently working on sessions for the remainder of this calendar year. More information will follow.

6. Recommendations

• The Board is asked to discuss the new approach to Board and Committee meetings and the draft planner for 2025-2026 (Annex 1) and note that the finalised planner will come back to the board for approval on 25 February 2025.
• The Board is asked to discuss and approve the revised dates and planner for the remained of 2024- 2025 (Annex 1).
• The Board is asked to approve the proposed meeting schedule of dates for 2025-2026 (section 3).