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1 BOARD, COMMITTEES AND MANAGEMENT TEAM WAYS OF WORKING (Including roles and responsibilities and standing orders) (Revised Version A1186280: August 2015)
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BOARD, COMMITTEES AND
MANAGEMENT TEAM WAYS OF WORKING
(Including roles and responsibilities and standing orders)
(Revised Version A1186280: August 2015)
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Table of Contents Page
INTRODUCTION --------------------------------------------------------------------------------------------------------------------------------------------------- 3
CHAPTER 1 – THE ROLE AND RESPONSIBILITIES OF THE SNH BOARD ------------------------------------------------------ 4
CHAPTER 2 – THE ROLE AND RESPONSIBILITIES OF THE MANAGEMENT TEAM -----------------------------------16
CHAPTER 3 – MANAGING FORWARD AGENDAS AND PRODUCTION OF PAPERS -------------------------------22
CHAPTER 4 – ROLE AND RESPONSIBILITIES OF THE SNH BOARD’S COMMITTEES ---------------------------------26
CHAPTER 4A) – SCIENTIFIC ADVISORY COMMITTEE (SAC) -------------------------------------------------------------------------28
CHAPTER 4C) – PROTECTED AREAS COMMITTEE (PAC) -----------------------------------------------------------------------------31
CHAPTER 4D) - AUDIT & RISK MANAGEMENT COMMITTEE (ARMC) ---------------------------------------------------------36
CHAPTER 5 – APPOINTMENT OF BOARD MEMBERS -----------------------------------------------------------------------------------40
CHAPTER 6 – APPOINTMENT OF COMMITTEE MEMBERS --------------------------------------------------------------------------41
CHAPTER 7 – BOARD MEMBERS – ALLOCATION OF TASKS AND RESPONSIBILITIES -----------------------------43
CHAPTER 8 – THE APPOINTMENT OF SNH BOARD MEMBERS TO THE JOINT NATURE CONSERVATION COMMITTEE (JNCC) ------------------------------------------------------------------------------------------------------------44
CHAPTER 9 – REMUNERATION AND TIME RECORDING FOR BOARD AND COMMITTEE MEMBERS --46
CHAPTER 10 – BOARD AND COMMITTEE MEETINGS – FORMAT AND STANDING ORDERS ---------------50
CHAPTER 10 A) – STANDING ORDERS FOR FORMAL BOARD MEETINGS & COMMITTEES ------------------53
CHAPTER 10B) – EVENING RECEPTIONS -------------------------------------------------------------------------------------------------------62
CHAPTER 11 – CODE OF CONDUCT FOR BOARD & COMMITTEE MEMBERS -----------------------------------------66
CHAPTER 12 – APPRAISING THE PERFORMANCE OF BOARD & COMMITTEE MEMBERS ---------------------82
CHAPTER 12A) – APPRAISAL PROCESS FOR BOARD MEMBERS -----------------------------------------------------------------83
CHAPTER 12B) – FORM FOR ASSESSMENT OF BOARD MEMBER’S PERFORMANCE ------------------------------86
CHAPTER 12C) – APPRAISAL PROCESS FOR SAC MEMBERS ----------------------------------------------------------------------90
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INTRODUCTION
1. This guidance sets out the standing orders and ways of working of the SNH Board, its
Committees and the Management Team. It provides advice on the roles and responsibilities of the Board, its Committees and Management Team in discharging their duties with emphasis on effective corporate governance ensuring that SNH operates in an open, accountable and responsible way.
2. This guide should be read in conjunction with the following documents:
The Guide to Natural Heritage (Scotland) Act and SNH’S missions and aims
The SNH Management Statement and Financial Memorandum
The SNH Handbook for Managers
SNH Guidance on the Senior Management Unit intranet site
Scottish Government - On Board A Guide for Board Members of Public Bodies in Scotland
Standards Commission for Scotland - Guidance note to Devolved Public Bodies in Scotland and their Members
3. Further advice and information is available from Senior Management Unit (SMU).
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CHAPTER 1
THE ROLE & RESPONSIBILITIES OF THE SNH BOARD Purpose 1. This note sets out the roles and functions of the SNH Board1.2 Role of the Responsible Minister 2. The SNH Board is appointed by the Responsible Minister (currently the Minister for
Environment). It consists of not less than 8 and not more than 12 persons. One of the Members is appointed by the Responsible Minister to be the Chairman, and another to be the Deputy Chairman (following consultation with the Chairman). All Board Members are appointed on an individual basis and not as representatives of organisations.
3. The Responsible Minister needs to be satisfied that SNH’s activities are consistent with
the Government’s general aims. The Responsible Minister determines the broad policy framework within which SNH will operate and determines the amount of SNH’s grant-in-aid. SNH’s activities are subject to the powers of Direction laid down in the relevant legislation.
4. The Responsible Minister will, from time to time, advise SNH of his views on policy
issues and priorities relating to the natural heritage in Scotland. He will write annually to SNH commenting on its overall priorities, performance targets and budget on the basis of the draft SNH Corporate Plan, which will be submitted to him for approval. It is anticipated that a meeting between the Responsible Minister and the SNH Chairman and Board will be held at least once a year to discuss policy and resource issues.
Working practices of the Board 5. The Board is required to operate within the guidelines set by the Responsible Minister
in the Management Statement and the Financial Memorandum and to take cognisance of the Accountable Officer responsibilities of the Chief Executive.
6. The authority of the Board is vested in it as a whole, and not in individual Members. 7. The Board meets at least 4 times a year to undertake its formal business. It should pay
periodic visits around Scotland in order to increase its appreciation of the work being undertaken by Area staff, as well as to debate the issues and opportunities within each Area.
8. The Board also meets with Management Team 4-6 times a year to discuss strategic
issues. Responsibilities of the Board 9. The Board’s responsibilities comprise both executive and advisory functions set down
by Scottish Parliament and the Responsible Minister and advisory functions in relation to the organisation and staff of SNH. The executive functions of the Board are carried out on the basis of recommendations from the Management Team.
1 SG Board Roles and Responsibilities and Relationships guidance can be found here
2 Audit Scotland Role of Boards guidance can be found here.
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10. The Board may initiate new or seek to develop existing strategies and policies, and, in
such circumstances, will ask the Management Team to provide appropriate advice and guidance. The Management Team shall provide advice and guidance on objectives, policies and strategies, and shall be responsible for effective delivery, for monitoring and for financial and personnel management of SNH within the overall framework agreed by the Board, and for regularly reporting back to the Board on progress.
11. The Board has corporate responsibility for ensuring that:
The statutory purposes of SNH are being fulfilled. The Board will take account of relevant Government policies and the broad policy framework set from time to time by the Responsible Minister in the discharge of its responsibilities.
The deployment of resources represents appropriate and effective use of public monies34.
12. In addition, the Board has the following specific responsibilities: Mission, Aims and Operating Principles 13. The Board is responsible for determining the mission, aims and operating principles of
SNH. It shall:
Review periodically and approve SNH’s Mission, Aims and Objectives, consulting with the Responsible Minister as appropriate.
Review periodically SNH’s Operating Principles and their implementation.
Determine and monitor SNH’s corporate identity and public profile.
Developing and reviewing Corporate Strategy and Policy 14. The Board is responsible for developing and keeping under review the longer term
Corporate Strategy of SNH. Specifically, it shall:
Review periodically the state of the natural heritage and factors affecting it.
Determine SNH’s longer-term strategies and approve appropriate documentation for external dissemination.
Approve strategies for the use of key financial instruments, particularly grants and management agreements.
Agree strategic policy on key issues relevant to SNH’s remit.
Approve policy papers on strategic issues.
Approve strategic documents, such as Concordats between SNH and key partner bodies.
Developing and approving key planning documents 3 SG Effective Financial Management Guidance can be found here
4 ICAS Financial Guide for non-executive directors of SG executive NDPBS Guidance can be found
here
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15. The Board is responsible for guiding the development, approving and keeping under
review, the implementation of key corporate planning documents and associated resources and targets. Its specific responsibilities are to:
Determine SNH’s strategic policy and resource plans for submission to the Responsible Minister as part of the Comprehensive Spending Review.
Develop and submit to the Scottish Government the SNH Corporate Plan in the light of the Responsible Minister’s decisions on policy and resources.
Monitor Corporate Plan priorities, outputs and resource needs.
Determine corporate priorities, resource allocation and key targets for the forthcoming year.
Approve annually key corporate targets aligned to the Government’s Strategic Priorities for Scotland.
Monitor quarterly performance, focusing in particular on achievements against targets, and agree, as appropriate, any in-year changes.
Monitor quarterly SNH’s budget position against financial allocations determined by the Board and key financial targets agreed with the Scottish Government.
Approve key corporate documentation for external dissemination. Advising the Responsible Minister and others 16. Within SNH the Board is responsible for determining the subjects for, and nature of
advice to Government and its agencies, whose functions and responsibilities affect the use and management of the natural heritage, including the development and implementation of Government policies.
Making decisions on casework 17. SNH operates by delegating decision-making and delivery of functions and
responsibilities to the local level to ensure that they reflect local circumstances. Casework brought to the Board will, therefore, be kept to the minimum necessary to ensure proper accountability and the effective operation of SNH, specifically those which exceed SNH’s authority, and/or when major policy questions are raised, or when cases are novel and/or contentious.
18. The specific responsibilities of the Board are to:
Approve the SNH response to other Government bodies on issues which are of national strategic significance and greatest sensitivity.
Decide whether to confirm the notification of SSSIs, with or without modifications, having considered recommendations from the Protected Areas Committee. If a notification does not attract any scientific representations, the Protected Areas Committee may confirm it instead of the Board. The Committee may choose to refer any such notification to the Board if the consultation reveals significant non-scientific issues.
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Meet their responsibilities under the Deer Scotland Act 1996, a summary of the regulatory provisions associated with the conservation, control and sustainable management of deer under the Act is available at this link.
Approve financial support where the delegated levels are above those of staff, as follows:
All land purchase grant aid cases outside the criteria set out in the Land Purchase Grant Policy in force at the time.
All cases for grant or management agreement which are novel and/or contentious in the sense of being outside agreed policies or when the case is likely to be highly sensitive.
Cases of capital expenditure exceeding £500k.
Development projects or schemes under SNH’s section 5 powers where major policy issues need to be resolved.
Major departures from the agreed research programmes and projects greater than £100k.
Agree all cases above SNH delegated limits for submission to the Scottish Government as follows:
All grant cases with a gross commitment exceeding £500k or £250k for
novel or contentious cases in one year. All land purchase grant cases exceeding £500k. All management agreement cases involving aggregate spend of more
than £500k. All section 5 projects exceeding £120k.
Discharging the special nature conservation functions 19. SNH has responsibilities, jointly with Natural England and the Countryside Council for
Wales, for special nature conservation functions set out in Sections 131-134 of the Environmental Protection Act 1990, through the joint Nature Conservation committee (JNCC). The responsibilities of the Board with respect to the discharge of these functions are to:
Comment on JNCC’s strategic programmes and its draft Corporate Plan.
Approve annually SNH financial support for the special nature conservation functions.
Receive regular reports on JNCC business.
Approve submission to JNCC of proposals for Natura sites.
Ensuring effective Corporate Governance 20. The Board has specific responsibility to ensure that SNH operates in an open,
accountable and responsible way in compliance with the Citizen’s Charter and the Freedom of Information (Scotland) Act 2002. Specifically, it shall ensure that:
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The relative roles of SNH’s Board, Management Team and staff are reviewed periodically and appropriate changes made.
The procedures for the governance of the SNH Board and its Committees are reviewed periodically.
Overseeing the work of SNH’s Committees 21. SNH has the statutory power to establish Committees as its sees fit. Currently
supporting the SNH Board, the Audit and Risk Management Committee, the Scientific Advisory Committee and the Protected Areas Committee.. The Board is responsible for maintaining an overview of the work of its Committees. Specifically it should:
Approve the number and membership of the Committees, and appointment of Chairs.
Review periodically the decisions delegated to Committees.
Seek advice and views of Committees on key issues, as appropriate.
Determine the overall direction of the Scientific Advisory Committee.
Receive regular reports from all the Committees and action decisions as appropriate.
22. It is a statutory requirement that all Committees of SNH should have Board Member
representation. 23. The SNH Chairman and the Chairs of the other Committees should meet periodically,
with the Chief Executive and relevant Directors in attendance, to review working relations and practices and other appropriate matters.
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Representing SNH externally 24. The Board and individual Members, following consultation and agreement with the
Chairman, shall represent SNH and its plans, policies and objectives to national and international audiences, as appropriate.
Organisation and Management of SNH 25. The Board has an important role in working with the Chief Executive and the
Management Team to provide leadership, direction, support and guidance to the staff of SNH. The Chief Executive shall, from time to time, seek the advice of the Board on the structure and functioning of SNH and, where appropriate, individual Board Members in the appraisal of other Management Team members.
26. The Chief Executive is designated as the SNH Accountable Officer and the Board
should follow Government guidance on that role. 27. The Board has the following specific responsibilities:
Agree management structures for the delivery of SNH responsibilities.
Advise the Chairman on the Chief Executive’s performance annually.
Appoint the Chief Executive (including any extension of contract). 28. Individual Board Members, by invitation, work with the Chief Executive, to select the
appointment of senior officers of SNH. 29. In addition, the Board will receive briefings from staff on key staffing issues, including
staff pay, staff discipline, and training and development at appropriate points during the year.
The Role of SNH Chairman A. Leading the Board 30. The role of the Chairman of SNH is to provide leadership and direction to ensure that
SNH fulfils its remit. The Chairman provides effective strategic leadership of the Board collectively and individually. The Chairman’s specific responsibilities are to:
Manage the Board’s business in accordance with the Terms of Reference, Standing Orders and other relevant procedures.
Oversee the implementation of Board decisions by the Chief Executive and staff.
Advise the Scottish Government on Board appointments and on the appointment of a Deputy Chairman.
Provide annual assessments on Board Members’ performance to the Scottish Government.
Ensure that Board Members are adequately briefed to fulfil their collective and individual roles and responsibilities.
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B. Developing effective links with Ministers and the Scottish Parliament 31. The Chairman, on behalf of the Board, should ensure that effective links are developed
and maintained with Ministers and with the Scottish Parliament. In particular, the Chairman should:
Ensure that advice on natural heritage issues is provided effectively to Government.
Make representations to the responsible Minister concerning natural heritage issues and SNH.
Meet with the Responsible Minister periodically to discuss SNH’s performance and forward strategy and resources.
Take the lead in relationships with The Scottish Parliament, its Committees and Members.
C. Representing SNH 32. The Chairman should personally play a lead role in representing SNH and encourage
Board Members to share that role by:
Promoting positive relationships with key partner bodies, including periodic liaison meetings with representative bodies, such as NFUS, and NTS and other Government agencies, such as SEPA.
Membership of the JNCC.
Representing SNH on other bodies as appropriate.
Undertaking public and private engagements on behalf of SNH. D. Working with senior staff 33. The Chairman shall develop and maintain effective working relationships with senior
staff. In particular, the Chairman should:
Assist the Chief Executive in assessing the performance of senior staff.
Participate in the appointment of senior staff, usually Grades G and H.
Agree the annual targets for the Chief Executive with the post holder.
Prepare and agree the Chief Executive’s annual Staff Appraisal Report with the post holder.
Report on the Chief Executive’s performance and, in consultation with Board Members as appropriate, determine the post holder’s performance pay.
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The role of the Deputy Chairman 34. The Deputy Chairman is to support the Chair and other members of the Board in their
collective leadership of the organisation. The specific responsibilities of the Deputy Chairman include:
Deputising for the Chair at a variety of internal and external meetings and functions at the request of the Chair.
Representing SNH externally in a variety of circumstances at the request of the Chair.
Ensuring that the relationship and working arrangements between the Board and the ARMC are such to ensure effective scrutiny by the Board of risk, financial management and performance.
To work with the Chief Executive to ensure that papers for Board meetings, along with other briefing required are fit for purpose.
The Role of Individual Board Members 35. The main role of individual Board Members is to work with Board colleagues to fulfil
their collective role and responsibilities set out above. In addition, Board Members fulfil the following roles on an individual basis:
Representative - to represent the work and ideas of SNH locally and nationally, through the media (with the Chairman’s or in his absence the Deputy Chairman’s, agreement) and by performing a representational, advisory and brokering role in dealings with the public, external bodies, committees or individuals. Board Members may also be called upon to represent SNH on external committees and steering groups.
Supportive - To work with staff as appropriate in the development of SNH policies and strategies and to work collectively and individually with staff on particular tasks determined by the Board or at the request of the Management Team. Board Members are expected to have regular contact with staff and to build up good working relationships. Members should be prepared to give support and guidance when required on a wide range of issues, based on their knowledge and expertise.
Brokering - Board Members may on occasion be invited to act as ‘honest brokers’ in local or national disputes with organisations or individuals, where their knowledge, expertise or personal contacts are judged to be beneficial to a satisfactory outcome.
. Personal liability of Board and Committee Members 36. Although any legal proceedings initiated by a third party are likely to be brought against
the Board, in exceptional cases proceedings (civil or, in certain cases, criminal) may be brought against the Chairman or other individual Board Members. For example, a Board Member may be personally liable if he or she makes a fraudulent or negligent statement which results in loss to a third party. Board Members who misuse information gained by virtue of their position may be liable for breach of confidence
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under common law or may commit a criminal offence under insider dealing legislation. 37. In the case of a Board which is incorporated under the Companies Act or the
Companies (Northern Ireland) Order, an individual Board Member will be subject to the duties of directors under company law.
38. However, the Government has indicated that individual Board Members who have
acted honestly, reasonably, in good faith and without negligence will not have to meet out of their own personal resources any personal civil liability which is incurred in execution or purported execution of their board functions. SNH has issued an indemnity to its Board and Committee Members consistent with this paragraph.
39. Board and Committee Members who need further advice should consult the Board's
legal advisers. Complaints about Board and Committee Members 40. The Chairman is responsible for:
ensuring board and committee members are capable of fulfilling their obligations outlined in the Complaints Handling Procedure (CHP5).
investigating complaints related to Main Board and Committee members The Chairman may decide to delegate some elements of complaints handling (such as investigations and response drafting) but retain overall responsibility for resolution. The complaints handling procedure covers all individuals acting for or on behalf of SNH. This includes the Senior Management Team, the Main Board and co-opted members of sub-committees, for example, the Scientific Advisory Committee. Complaints about senior staff require additional sensitivity. It is likely that a senior manager, Director, the Chief Executive or Chairman (for board and committee members) will be asked to participate in such investigations. Directorate Support Managers and the Head of Senior Management Unit should immediately be informed should complaints of this nature be received. The Customer Relations Team will be consulted as required. Decision correspondence for Main Board and committee member investigations should also include the following wording and contact details as well as those outlined in Section 3.6. “The SPSO is the lead scrutiny body for all service and maladministration complaints across the public sector in Scotland. Where required they may seek advice from, or even pass the complaint investigation to, the Commissioner for Ethical Standards (CES). Contact details for the CES are: Mr Bill Thomson Commissioner for Ethical Standards in Public Life in Scotland 39 Drumsheugh Gardens Edinburgh EH3 7SW T: 0300 011 0550 E: [email protected]
5 SNH Complaints Handling Procedure can be found here:
http://intranet:8090/intranet/microsite.jsp?id=1216
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W: www.publicstandardscommissioner.org.uk/ Dignity at work 41. SNH is an equal opportunities employer and is committed to treating every member of
staff with dignity and respect. The individual and corporate responsibilities outlined in our Dignity at Work Policy 6extend to Board and Committee members and incorporates duties under the Equality Act 2010.
Greening and Carbon Management 42. Board Members and staff work with others to mitigate and manage the impacts of
climate change on land and in the sea, safeguarding nature and enjoyment of the outdoors, and in our own ways of working.7 Lower carbon ways of working include less work travel, making better choices of ways to travel, reducing paper use and participating in recycling of waste.
Openness and responsiveness 43. Board Members and staff should conduct all their dealings with the public in an open
and responsible way and ensure full compliance with the principles of the Citizen's Charter and the Freedom of Information (Scotland) Act 2002. They should take account as far as possible of the Standard of Best Practice for Openness in Executive NDPBs and NHS bodies in the First Report of the Committee on Standards in Public Life (Cm 2850-1). Wherever possible Boards should make provision for access to records of their decisions and should publicise the arrangements made.
44. The Board should ensure they can demonstrate that they are using resources to good
effect, with propriety, and without grounds for criticism that public funds are being used for private, partisan or party political purposes. They will need to act consistently with the nature of SNH’s business and the possible need for confidentiality on commercial or other grounds, always subject to the rights of Parliament and the Comptroller and Auditor General (C&AG) to obtain information. There should be internal procedures available to deal with complaints, including those on failure to provide information.
6 SNH Dignity at work policy can be accessed here.
7 Greening and sustainability website pages can be accessed here.
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Accountability for public funds 45. Board Members have a duty to ensure the safeguarding of public funds - which for this
purpose should be taken to include all forms of receipts from fees, charges and other sources - and the proper custody of assets which have been publicly funded. They must take appropriate measures to ensure that the body at all times conducts its operations as economically, efficiently and effectively as possible, with full regard to the relevant statutory provisions and to relevant guidance in the Scottish Public Sector Finance Manual.
46. Members of the Board are responsible for ensuring that SNH does not exceed its
powers or functions, whether defined in statute or otherwise, or through any limitations on its authority to incur expenditure. They are advised on these matters by the SNH's Chief Executive and SNH’s legal advisers.
Annual Report and Accounts 47. As part of its responsibilities for the stewardship of public funds, the Board must ensure
that it includes a full statement of the use of such resources in SNH’s Annual Report and Accounts. Such accounts should be prepared in accordance with the Accounts Direction issued by the Responsible Minister and such other guidance as may be issued, from time to time, by the Sponsor Department and the Scottish Government, including the Scottish Public Sector Finance Manual.
48. The Annual Report and Accounts should provide a full description of SNH's activities;
state the extent to which key strategic objectives and agreed financial and other performance targets have been met; list the names of the current Members of the Board and senior staff; and provide details of remuneration of Board Members and senior staff in accordance with Scottish Government guidance. The Annual Report should contain information on access to registers of interests in accordance with section 4 of the Code of Conduct for Members of the Boards and Committees of SNH.
The role of the Chief Executive 49. The Chief Executive has responsibility, under the Board, for the overall organisation,
management, and staffing of SNH and for its procedures in financial and other matters, including conduct and discipline. This involves the promotion by leadership and example of the values embodied in the Nolan Committee's Seven Principles of Public Life. Board Members should support the Chief Executive in undertaking this responsibility.
50. The Chief Executive is designated as SNH’s Accountable Officer. NDPB Accountable
Officers are responsible to the Scottish Parliament and the accountable office of the responsible department for the resources under their control. The essence of the role is a personal responsibility for the propriety and regularity of the public finances for which they are answerable; for the keeping of proper accounts; for prudent and economical administration; for the avoidance of waste and extravagance; and for the efficient and effective use of all the resources in their charge. The Accountable Officer has a responsibility to see that appropriate advice is tendered to the Board on all these matters. Satisfactory performance of these responsibilities is fundamental to the role of the Chief Executive.
51. More detailed guidance on the role of an Accountable Officer is set out within the
‘Memorandum to Accountable Officers in other Public Bodies’ within the Scottish Public Finance Manual.
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Audit and Risk Management Committee 52. SNH has established an Audit and Risk Management Committee (ARMC) as a
Committee of the Board. The Committee consists of Board Members and is chaired by a Board Member, other than the SNH Chairman, who has experience of financial matters. The responsibilities of the ARMC will complement and support those of the Accountable Officer. It is envisaged that he or she will normally attend all meetings of the ARMC, unless, exceptionally, his or her own performance is being discussed.
The Board as employer 53. The Board should ensure:
That it complies with all relevant legislation and that it employs suitably qualified staff who will discharge their responsibilities in accordance with the high standards expected of staff employed by such bodies. All staff should be familiar with the body's main aims and objectives; that the organisation adopts management practices which uses resources in the most efficient and economical manner; that the body's rules for the recruitment and management of staff provide for appointment and advancement on merit on the basis of equal opportunity for all applicants and staff. In filling senior staff appointments, the Board should satisfy itself that an adequate field of qualified candidates is considered, and should always consider the merits of full open competition. In recruiting external candidates, this should normally be used.
That its staff, and the Board's own Members, have appropriate access to expert advice and training opportunities in order to enable them to exercise their responsibilities effectively.
Support services
54. Senior Management Unit provides the administration servicing to the SNH Board. More information about these services will be provided on request.
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CHAPTER 2
THE ROLE & RESPONSIBILITIES OF THE MANAGEMENT TEAM Purpose 1. This note sets out the roles and functions of the Management Team. 2. Put simply, SNH has two roles: the provision of advice on all issues affecting
Scotland’s natural heritage and the delivery of natural heritage functions locally. These two roles and the organisational structure that flows from them are interdependent rather than being dependent or autonomous operating units. It is essential that SNH operates both nationally and locally in a coherent and consistent fashion.
3. The Management Team is chaired and led by the Chief Executive and comprises in
addition the Director of Operations, the Director of Corporate Services and the Director of Policy & Advice. It is supported by the Senior Management Unit.
4. The Management Team members have 3 groups of responsibilities:
(1) Corporately - providing the collective, executive leadership of SNH as a member of the Management Team.
(2) Individually - general leadership and management function for individual
management Units, ensuring effective links across their Directorate/Group boundaries.
(3) Individually - specific, strategic responsibilities.
5. The chart showing the Unit and strategic responsibilities allocated to each Member of Management Team can be viewed by clicking here. To view the SNH organisational chart click here.
6. The Management Team is the strategic and operational management group in SNH. It
is at the node of the whole organisation, operating between the SNH Board and the staff. It is responsible for the operational management of SNH and for developing, in partnership with the SNH Board, the policies and strategies of SNH.
7. The Management Team (both collectively and with individual Directors taking a lead
role in particular areas) has a role at several key points in the policy formation and delivery process, as follows:
To take a view on the overall priority for policy work.
To provide a quality control mechanism for clearance of the final content of policies for key areas.
To comment on and approve novel and contentious policies 8. The Management Team has the key corporate role of achieving an integrated body
with high morale and a clear sense of purpose and dedication, a long-term strategy and a proactive and devolved style of working which, as it develops, will earn respect on the wider international stage as well as within Scotland.
9. The Management Team’s key responsibilities are as follows: SNH Culture and Ethos
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The Management Team will foster the ethos of individual and corporate responsibility amongst all staff, to further the aims of SNH at all times as set out in the Values Statement.
Strategic and Operational Direction
To develop with the SNH Board and with input from staff and Committees, a clear strategic vision for the organisation (within which its longer term aims and purposes are explicitly stated and the means and mode of delivery identified) and to translate this into an operational framework for SNH within which the Management Units will develop and implement.
To manage the resources of staff and finance in an effective and efficient way to achieve the aims of SNH, as set out in the Corporate and Programme Plans, through performance review and monitoring systems, by developing a flexible organisational structure within a system of delegated resource management responsibilities.
External relations
The Management Team has a role in fostering good external relations, both by representing SNH to others and also in raising awareness amongst SNH staff of external perceptions and expectations of the organisation.
10. The Chief Executive has a responsibility to:
Advise the Chairman, SNH Board and its Committees on strategies, policies, resources, external relations and, as appropriate, management and personnel matters;
Ensure that effective corporate decision-making is achieved through the Management Team;
Ensure that SNH has effective and efficient planning and review systems to deliver its work and utilise its resources;
Lead the implementation of the SNH Corporate Strategy;
Ensure that, by leadership and example, SNH’s overall aims, objectives and purposes are shared throughout the organisation; and
Represent SNH effectively externally with key partners and to the wider public.
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MANAGEMENT TEAM WAYS OF WORKING 1. Management Team meets on a regular basis to maintain contact and consistency in
exercising its collective role in providing leadership and direction for staff and the organisation.
2. These meetings comprise:
i) Formal meetings Management Team meets every month to review the operation of SNH, and its
policies, procedures and priorities. There are separate meetings to discuss the quarterly performance reports.
The Chief Executive normally chairs these meetings but in their absence the role is
delegated to another Director or a Head of Service.
ii) Informal meetings Directors also join together by teleconference. This is a forum for information
exchange and shared understanding; decisions are not taken at these meetings. Directors may also ask for time to be set aside following a formal meeting for informal
discussion on a particular theme.
Directors and the Chief Executive are also in frequent contact with each other out with formal meetings.
3. The purpose of Management Team meetings is to:
Review the organisation’s performance against its targets, to express a view on that performance and to agree any action needed to rectify any inadequacies.
Consider the overall state of the organisation and its direction and identify any issues that require action and by whom. This should largely be informed by an overview of corporate risks.
Identify what is going well and where possible the reasons for that.
Pool information and ideas on key external events and drivers.
Discuss and resolve any significant issues where there is a disagreement within SNH that has not been resolved between Directors.
Discuss issues that will be presented to Board to ensure Management Team is clear what their collective advice will be.
To identify and consider significant new challenges and changes in order to optimise benefits and minimise the risk of unpredicted damaging consequences.
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4. Management Team need to take collective decisions within a clear framework, including the recording and communication of decisions. Decisions can be taken as follows:
A paper is submitted to Management Team for consideration at a formal meeting, where a decision is reached collectively. The decision is recorded in the minutes.
A paper is submitted to Management Team via the formal Correspondence process and a decision is reached collectively. A record of Directors’ comments and the decision is retained on file.
By submitting a paper to an individual Director for his/her review. Following this review the Director will arrange for the paper to be circulated by correspondence to Management Team with a covering decision justification seeking Management Team’s approval of the decision. Should there be any disagreement about the content of the paper, then the paper will be taken to a formal Management Team meeting for discussion on the points of disagreement (rather than the whole paper).
Asking the Chief Executive in writing a decision. Any Director or Head of Service may decide that they require or would like the Chief Executive to take a decision. The Chief Executive is in a position to decide whether to take that decision or if s/he wishes to consult colleagues, Board or MT. The issue must be put formally to the Chief Executive (to provide an audit trail) who then decides whether to circulate the information around to all the Directors and Heads of Service for comment, or, to consult individuals at their discretion, prior to taking the decision. Only members of MT should put these requests to the Chief Executive. Correspondence which includes the decision is retained on file.
Where Management Team has delegated decision taking to Programme and Project Boards the scope of this should be clearly specified in their terms of reference.
5. For guidance, the forms of discussions that come to Management Team are:
To provide strategic leadership
To develop key policies
To lead continuous improvement within the organisation and promote best value.
To effectively manage business change
To agree priorities in line with Scottish Governments’ key targets and effectively manage resources to deliver the organisation’s performance.
Effective governance of spend against outcomes at an organisational level.
To resolve significant issues where there is disagreement within SNH that has not been resolved between Directors.
To comment on the scope of exercises needed to address key issues.
To review MT Correspondence papers.
To discuss and prepare issues that will be presented to the Board.
To plan forward agendas for Management Team meetings. 6. Why use the correspondence route?
The correspondence route was set up to allow Management Team to discuss issues and take decisions collectively without the need for a formal meeting thus freeing up more time for items needing more formal discussions at meetings.
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7. Guidance on the production of papers and using the correspondence paper route can be found here
8. Draft agendas for the next 2-3 meetings are reviewed at Management Team.
Agendas are confirmed 3 weeks in advance of a meeting. After this time, further changes to the agenda can only be made with the agreement of the Chief Executive. It is accepted that some flexibility is required where there are external factors beyond our control causing some uncertainty about the content or timing of a paper.
Staff in attendance 9. Staff may attend Management Team meetings by invitation. Management Team
support the attendance of staff to present, where appropriate, their papers as it provides a good opportunity for staff to hear at first hand the range of views/perspectives offered up by Management Team and is also a development opportunity for them.
10. Management Team is responsible for ensuring that staff are briefed before attending
meetings on the format the meetings take, what level of input they will be required to make and to agree how questions/issues raised in meetings will be addressed. Staff in attendance should wait outside the meeting room a few minutes before their item is due to be discussed, and enter at the appropriate time.
Forward agendas and papers for the Board
11. Management Team and the Board meet collectively at formal Board and Board/MT Strategic Discussion Meetings approximately 5 times per year.
12. The CEO liaises with the Deputy Chairman to maintain draft agendas for the next 3
meetings. These draft agendas are circulated to the Board at the end of every month, for information and with an invitation to steer the agendas coming forward. It is accepted that some flexibility is required where there are external factors beyond our control causing some uncertainty about the content or timing of a paper.
13. Agendas are confirmed 3 weeks in advance of a meeting. After this time, further
changes to the agenda can only be made with the agreement of the Chief Executive.
14. The Deputy Chairman will provide feedback as to the adequacy and suitability of Board agendas/papers from time to time through the Head of SMU to the Management Team, mainly after Board meetings but s/he may want to review especially sensitive and/or important papers in advance of circulation. The Chairman does not wish to be involved, though may provide feedback to the Deputy Chairman/Head of SMU after a Board meeting if s/he has anything in particular to note.
Presenting papers to the Board at formal Board meetings 15. Whenever possible, formal papers presented to the SNH Board at a formal meeting
will have been previously considered and agreed by the Management Team.
16. Where it is possible, it is desirable that draft SNH Board papers and key policy papers should be circulated to Management Team initially by correspondence before coming forward for final clearance at a formal Management Team meeting.
17. The benefits of this two stage process are that Directors have an opportunity to
discuss the issues with authors on a 1:1 basis which is particularly useful where there
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is a complex issue and also it enables the discussion and debate at Management Team meetings to be focussed on specific areas. 18. Discussions should begin early in the policy development process in order that
Management Team can agree the principles that need to be incorporated into an area of policy development.
19. Management Team attend formal SNH Board meetings. 20. As stated above, whenever possible, papers presented to the SNH Board will have
been previously considered and agreed by the Management Team. The presentation of papers by the Chief Executive or a delegated representative will, unless otherwise indicated, represent the corporate view of the Management Team. The role of Management Team members in SNH Board discussion is to provide advice to the SNH Board on matters within their area of responsibility as required during discussion of items.
21. Directors may invite staff to support them in delivering the presentation and provide
advice only when such support is absolutely necessary. Staff in attendance should come into the meeting and sit in the public gallery a short time before their item is due to be discussed.
22. Exceptionally, when a SNH Board decision is required urgently and it would not be
feasible to convene a meeting, the matter will be dealt with by correspondence. The decision to do this will be made by the Chairman or Deputy Chairman. In such circumstances Members will send their views to the Chairman in writing. The decision will be ratified at the next SNH Board meeting and recorded in the minutes.
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CHAPTER 3
MANAGING FORWARD AGENDAS AND PRODUCTION OF PAPERS
Scope
1. This section sets out the process, and roles and responsibilities for the production of papers that are submitted to Management Team and Board. This includes formal and informal papers and correspondence papers. Oral items (i.e. where no paper is required) are treated in a similar way.
2. Management Team is responsible for proactively managing the production of papers prior to and post commissioning, and will liaise with G Grades, Portfolio Managers, and paper authors to manage the workflows within directorates/CEG to ensure that papers are delivered on time.
Classification of papers
3. Papers are normally be classified by topic:
Natural Heritage*: is any paper on a topic related to the natural heritage whether it is a policy, project output or an approach to a particular way of working
Organisational Performance*: covers quarterly performance reports, corporate strategy monitoring, horizon scanning, people and health and safety
Internal*: includes internal management of procurement, property, finance & programme management
Corporate Strategy*: similar to the first category, but specifically related to our corporate strategy and so covers multiple topics
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Who does what?
Paper topic (with link to process chart)
Sponsored by: (*Note: CEO or Directors may delegate to a G
grade sponsoring of
MT papers – not Formal Board or
Board/MT Discussion
papers)
Commissioned
and approved by: (*Note: CEO or Directors may delegate to a G grade)
Steered and cleared by:
Author:
Natural Heritage: is any paper on a topic related to the natural heritage whether it is a policy, project output or an approach to a particular way of working
Director/CEO
Director*
G grade or Portfolio Manager or Unit Manager
E/F grade specialist/Unit Manager
Organisational Performance: covers quarterly performance reports, corporate strategy monitoring, horizon scanning, people and health and safety report.
Director/CEO
CEO* for performance papers _________________
_ Director* for all other papers
Head of Strategic Development
______________________
Director
Portfolio Managers with coordination from Programme Office in conjunction with ___________________________________ E/F grade specialist/Unit Manager.
Internal: includes internal management of procurement, property, finance & programme management
Director/CEO
Director*
G grade or Unit Manager
Corporate Strategy: similar to the first category, but specifically related to our corporate strategy and so covers multiple topics
Director/CEO
CEO*
Management Team
Portfolio Managers and co-ordinated by the Programme Office
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Steps in the process 4. The flowcharts depicting the key steps in the production of papers can be viewed by clicking here. 5. The key steps are essentially the same irrespective of type of paper:
Sponsorship of the entire process: individual Directors/CEO sponsor all papers, though they may delegate sponsorship of MT papers to a G grade Directors/CEO agree Management Team and Board agendas, the latter in conjunction with the Deputy Chairman.
Commissioning: Suggestions for a paper may come from various places such as an idea generated by a source; a request from a Board or MT meeting; a project output requiring approval; a standing item (usually performance-related), but the paper is only commissioned when the Director/CEO with the strategic lead agrees to it and this commissioning form has been completed.
The sponsoring Director/CEO may delegate completion of the Commissioning form to a G grade but it must be submitted via directorate support to SMU. The commissioning form is a useful tool for forward planning and effective communication between the author(s) and the sponsor/those steering the paper at this stage can help ensure that there is a shared understanding of the aim of the paper, leading to the production of a good quality paper. Commissioning forms for Board papers will be sent to the Deputy Chairman, who may return feedback. If the Commissioner/person giving the steer suggests any changes to the paper that impact on its timing/content after the form has been submitted, they must revise the form and resubmit it.
Steering: taking the commission and getting into more detail about the issues to steer the author. Those involved may also consult the Board or Scottish Government on the content of a paper.
Authoring: writing/researching/analysing the paper by working with the person giving the steer.
Clearance: the person giving the steer reviews the paper for quality assurance. is appropriate for MT consideration and to help ensure that approval is straightforward/quick.
Approval: the commissioner signs off the finalised paper.
Submission: The Sponsor will submit the approved paper to the Board/MT Coordinator.
Papers for meetings should be submitted by the 8th working day before Board and Board/Management Team Strategic meetings and 5 working days before Management Team meetings. This allows time to deal with any queries on the paper arising post submission and to ensure the packs are issued 5 working days before the meeting. If papers are not submitted within this time the CEO will decide whether they can be issued late or must wait until a future meeting. Papers that are issued will be marked as ‘late’ with a note explaining the reason for the delay.
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Correspondence papers should be submitted at the time stated in the commissioning form.
Publication of papers: SMU will circulate papers to those attending the meeting. Papers for Board and Committee meetings are usually sent by first class post to members, papers judged to be personal or politically sensitive will be emailed. This also applies to Management Team papers. Correspondence Papers are handled in the way set out here.
All papers are for internal use and advice should be sought from SMU if a
member of staff intends to release a paper to a third party or an external contact. Formal Board papers will be published on the SNH website on the day of the
Board meeting.
Confidential Management Team papers are marked ‘Protected’, these markings remain on papers to avoid the potential for mixed messages being given to staff. Instead the Chief Executive updates staff on the key decisions made and Directors feed messages directly to their Unit Managers.
Discussion/decision taking: Management Team and/or the Board consider the paper (at a meeting or by correspondence) and a conclusion is drawn. If the paper is discussed at a meeting staff may be invited to attend.
Effective communication of the outcome: the sponsoring Director/CEO ensures that there is effective communication of the outcome to those who need to know. SMU produce summaries of key messages arising from meetings for Directors to cascade to their teams.
Implementation of the decision: the responsible Director/CEO ensures that what has been agreed is implemented. The Accountable Officer may periodically seek assurance from the responsible Director that agreed decisions have been implemented.
Commissioning of any further papers: If there is be a follow up paper, the sponsoring Director/CEO raises a new commissioning template.
Follow up action/return to Management Team and /or Board: Should any material change subsequently arise that impact of the course of events previously agreed the responsible Director/CEO should appraise Management Team and/or the Board.
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CHAPTER 4
THE ROLE AND RESPONSIBILITIES OF THE SNH BOARD’S COMMITTEES
OVERVIEW 1. A Summary of the Board and Committees is illustrated overleaf. 2. This Chapter sets out each Committee’s terms of Reference and Ways of Working and
also outlines the roles of the administrative support teams.
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SNH Board and Committees
Board …provides effective leadership, direction, support and guidance to the organisation and ensures that the policies and priorities of the Minister and the Scottish Government are implemented.
Chair: Ian Ross Deputy Chair: Sue Walker
Members: Angus Campbell, Robert Furness,
Ian Gillies, Keith Nicholson, Simon Pepper,
The Board is appointed by Scottish Ministers and
consists of 8-12 members
Members, in so far as is practicable, have knowledge and experience relevant to the principle
areas of activity of SNH.
There are 4 meetings per year, which are open to the public.
Scientific Advisory Committee (SAC)
…provides scientific advice and expertise to the SNH Board and staff.
Chair: Robert Furness
Members: Colin Campbell, Colin Shedden,
Chris Spray, Alan Werritty, Robin Pakeman, Jeremy Wilson
There are 7 other members who bring a mix of expertise covering a wide range of disciplines
The SAC meets two times per year, the meetings are open to the public
Protected Areas Committee (PAC)
…has delegated responsibility associated with Sites of Special Scientific Interest notification
and confirmation. Where there are differences of view between interested parties the decision
on confirmation is taken by the full Board.
Chair: Simon Pepper
Members: Ian Gillies, Angus Campbell, Bob Furness
Meetings are open to the public
and are held as and when required.
Audit & Risk Management Committee (ARMC)
…is an advisory committee of the Board and oversees SNH’s arrangements for: corporate governance, risk management and attaining value for money.
Chair: Keith Nicholson
Members: Ian Gillies, Angus Campbell
The ARMC meets 4 times a year.
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Chapter 4a)
SCIENTIFIC ADVISORY COMMITTEE (SAC)
Roles and Responsibilities of the SNH Scientific Advisory Committee
1. The SNH Board has established a Scientific Advisory Committee (SAC). 2. Sound research and informed scientific advice form an essential basis for many of the
practical and policy decisions that the SNH Board is required to make in the course of its deliberations. The SAC has the role of providing scientific advice and expertise to the SNH Board and staff. Its advice should thereby help to reinforce SNH's scientific credibility.
Remit 3. The remit of the SAC is as follows:
Advice: to provide necessary advice to the SNH Board and staff on scientific matters, to contribute to SNH's Research and Development Strategy within the context of the Corporate Plan and on request, to advise on novel and contentious projects proposed by the JNCC Support Unit.
Peer Review: to review the quality, timeliness and relevance of SNH internal and commissioned research and, in consultation with the Director of Policy and Advice, to report its findings to the Committee and to senior staff.
Review: to review the scientific basis for the notification of an SSSI, and any consents, when requested to do so by the Protected Areas Committee including all cases in which SNH is obliged to consider representations made by interested parties, and to advise the SNH Board as appropriate.
Other contributions: to contribute in the light of an individual member's specialist knowledge, to in-depth investigations of particular topics as required by the SNH Board or when requested by staff.
Reporting lines 4. The SAC is a Committee of the SNH Board and reports directly to it. Membership 5. The membership is approved by the SNH Board. The Committee is made up of up to
seven Members: the Chairman, and up to six other Members (known as non-assigned members) from outwith SNH who bring a mix of expertise covering a wide range of disciplines.
Meetings 6. The SAC holds plenary meetings twice a year, and on such other occasions as
required by its Chairman and the SNH Board, depending on the agreed work programme. If specialist advice is required on certain topics (for example, marine issues, species-land management interactions or protected area proposals) it is not expected that the full Committee would need to meet.
7. The SAC may if required engage an external specialist advisor to assist in the
assessment of representations made to a SSSI notification.
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8. The ‘Standing Orders for meetings of the SNH Board’ set out in the Ways of Working Guidance apply as appropriate to the meetings of the SAC.
9. In the interests of reducing its carbon footprint, where possible SNH will utilise
video/telephone conferencing equipment to reduce travel distance of attendees. Remuneration for additional time allocated to an SAC Member 10. An SAC Member may be required to work more than 10 days per annum. Where this
is the case, the Director of Policy & Advice and will liaise with SMU. This is subject to Guidance in the chapter ‘Remuneration for Board and Committee Members’.
Dignity at work 11. SNH is an equal opportunities employer and is committed to treating every member of
staff with dignity and respect. The individual and corporate responsibilities outlined in our Dignity at Work Policy 8extend to Committee members and incorporates duties under the Equality Act 2010.
Greening and Carbon Management 12. Lower carbon ways of working include less work travel, making better choices of ways
to travel, reducing paper use and participating in recycling of waste. Time Recording 13. Members will use a time recording system whereby they submit a simple quarterly
record of time spent on SNH business. This process is set out in the chapter on ‘Remuneration of Board and Committee Members’.
Performance appraisal 14. Concise appraisal reports will be produced annually and discussed with each SAC
Member. Any relevant developmental needs will be identified and action taken to deliver these.
Support services 15. The administrative servicing of the SAC is provided by the Senior Management Unit.
The scientific servicing of the SAC is undertaken by the Policy & Advice Directorate . In addition, it may be appropriate for a member of the Policy and Advice Directorate to act as the scientific secretary to the SAC and its review groups. More information about these services can be provided on request.
Review 16. These terms of reference are reviewed annually.
8 SNH Dignity at work policy can be accessed here.
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Chapter 4b)
Scientific Advisory Committee ‘Panel of Experts’ Roles and Responsibilities of the SAC “Expert Panel” 1. The role of a panel member may cover any, or all, of the following:
Advice: provide necessary advice on scientific matters; especially in relation to novel or contentious projects. This advice may be sought over the life-cycle of the project (start-up or final reporting).
Peer Review: to review the quality of SNH internal and commissioned research reports.
Research theme review: contribute to in-depth investigations of specific research themes that underpin SNH’s programmes of work. These reviews are designed to ensure that SNH’s advice is based on robust science and that they draw on expertise from appropriate sources.
Remuneration 2. Members of the expert panel will receive a day rate of £240 (pro-rata). In addition, SNH
will cover reasonable expenses (including travel, accommodation, childcare and carer expenses) incurred as a result of the work. SNH rates will apply (currently up to £80 per night for accommodation – B&B – and 28 pence per mile for travel using a private vehicle).
Membership 3. Membership of the expert panel is not a guarantee of work, as contributions will be
dictated by operational requirements at any given time. Panel members will be approached in advance and asked if they can contribute to a particular issue within their specific area(s) of expertise. Occasionally, contributions may be sought at short notice.
4. Membership will usually last for three years. SNH will review the operation of the panel
annually and reserves the right to terminate the panel, if it is no longer considered to be adding value to the functions set out in section 2.
Dignity at work 5. SNH is an equal opportunities employer and is committed to treating every member of
staff with dignity and respect. The individual and corporate responsibilities outlined in our Dignity at Work Policy 9extend to Committee members/SAC “Expert Panel” and incorporates duties under the Equality Act 2010.
Greening and Carbon Management 6. Lower carbon ways of working include less work travel, making better choices of ways to
travel, reducing paper use and participating in recycling of waste. Support services 7. The administrative servicing of the Expert Panel is provided by the Senior Management
Unit. The scientific servicing of the SAC and the Expert Panel is undertaken by the Policy & Advice Directorate . More information about these services can be provided on request.
9 SNH Dignity at work policy can be accessed here.
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Chapter 4c) TERMS OF REFERENCE - PROTECTED AREAS COMMITTEE
Revision agreed by SNH Board, 7 November 2013
1. The SNH Board has established a Protected Areas Committee.
Responsibilities
2. The Protected Areas Committee has responsibility in four main areas of SNH’s work in
relation to Protected Areas, these being:
Sites of Special Scientific Interest (SSSI)
Special Areas of Conservation (SAC)
Special Protection Areas (SPA)
Marine Protected Areas (MPA)
Sites of Special Scientific Interest
3. The Protected Areas Committee is responsible for managing the process to deal with
representations made as a result of:
The notification of Sites of Special Scientific Interest (SSSI) under section 3 of the
Nature Conservation (Scotland) Act 2004;
Extensions to existing SSSIs under section 5 of the 2004 Act;
Denotification of all or parts of existing SSSIs under section 9 of the 2004 Act;
The "10 Year Rule". Under section 21 of the 2004 Act SNH is obliged to consider
any valid scientific representation made by the owner or occupier of land within a
SSSI if this is made at least 10 years after the original notification, or 10 years
from any previous such referral.
4. The process for the notification of new SSSIs and extending existing SSSIs including the
Protected Areas Committee’s role is described below:
Where SNH considers that land is of special interest by reason of any of its
natural features then it must notify that fact to the interested parties. This duty is
fulfilled by the Management Team, which authorises staff to make the notification.
There follows a period of at least 3 months during which the notified parties can
make written representations to SNH.
The Protected Areas Committee is responsible for assessing each representation
before passing on recommendations to the Board on how to proceed. The Board
is responsible for deciding whether to confirm the notification, with or without
modifications, having considered recommendations from the Protected Areas
Committee.
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The Committee’s assessment will involve seeking advice from staff and members
of the Scientific Advisory Committee (SAC) on the scientific merits of each
representation and inviting objectors to discuss their representations with the
Committee.
The Protected Areas Committee can listen to any non-scientific objections,
although these objections cannot over-ride the scientific case for notification.
Socio-economic issues must be considered by staff when responding to
applications from owners and occupiers to carry out operations requiring consent.
If a notification does not result any representation on scientific grounds, the
Protected Areas Committee may confirm it instead of the Board. The Committee
may choose to refer any such notification to the Board if the consultation reveals
significant non-scientific issues.
The notification must be confirmed within 12 months of having been made or
within 18 months if an assessment of any scientific representations has been
required.
At all stages the Protected Areas Committee has an important role to play in
satisfying itself that the organisation’s policies and procedures in relation to SSSI
notification have been followed.
5. The process for denotifying all or part of a SSSI is described below:
Approval to formally denotify all or part of a SSSI is given to staff by the Director
of Operations.
The owners of the land to be denotified are given 3 months in which to make
written representations to SNH. Any unresolved objections must be considered
by SNH.
The Protected Areas Committee is responsible for assessing each representation
and deciding whether to confirm the de-notification. This will involve seeking
advice from staff and the SAC on the scientific merits of each representation and
inviting objectors to discuss their representations with the Committee. The
protected status of the SSSI will remain until the denotification is confirmed.
The Director of Operations can approve the confirmation of the denotification if
this does not attract any scientific representations. They may, at their discretion,
refer significant cases to the PAC for the decision to be made.
The denotification must be confirmed within 12 months of having been made or
within 18 months if an assessment of any scientific representations has been
required.
6. The process for the review of SSSIs under Section 21 of the 2004 Act (the “10 year
rule”), and the Protected Areas Committee’s role is described below:
Under section 21 of the 2004 Act SNH must consider any valid scientific
representation and/or appeal made by the owner or occupier of land within a
SSSI. This must have been made at least 10 years after the original notification,
or 10 years from any previous representation. If this cannot be resolved by staff
and the Director of Operations, the Protected Areas Committee is responsible for
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assessing any representation received and deciding on the appropriate course of
action. This may include instructing staff to denotify all or part of the SSSI.
Staff or the PAC should act to review the SSSI in a reasonable timescale and
communicate this to the owner/occupier or their agent.
The Committee’s assessment must be based on the case for retaining the
designation against the SSSI Selection Guidelines. This will involve seeking
advice from staff and members of the Scientific Advisory Committee (SAC) or
others where relevant on the scientific merits of each representation. The
objector(s) can be invited to discuss their representations with the Committee.
The Protected Areas Committee is responsible for assessing the evidence
presented to it before coming to a view on the review, or passing on
recommendations to the Board on how to proceed should the case be particularly
contentious and the PAC deem it necessary to do so.
The Protected Areas Committee can listen to any non-scientific objections,
although these objections cannot affect the scientific case for decision on the
review.
Special Protection Areas (SPAs) and Special Areas of Conservation (SACs)
7. SPAs are classified under Directive 2009/147/EC (the codified version of Directive
79/409/EEC on the conservation of wild birds (the Birds Directive)). SACs are
designated under Directive 92/43/EEC on the conservation of natural habitats and of wild
fauna and flora (the Habitats Directive). Collectively these sites are known as Natura
sites. In Scotland the responsibility for designating SACs lies with the Scottish
Government, using selection criteria based on Annex 3 of the Habitats Directive and
following a ‘moderation’ process at UK level. SPA selection is based on UK guidelines,
agreed by the UK Government and published by JNCC (“The Birds Directive Selection
Guidelines for Special Protection Areas”). Scottish Ministers authorise SNH to consult
on sites and are responsible for classifying sites following consultation.
8. SNH is required to advise the Scottish Government on the suitability of sites that are put
forward as possible Natura sites. This advice should include an assessment of whether
these sites are those that best satisfy the selection criteria. The Protected Areas
Committee’s role is to consider and approve this advice to the Scottish Government.
9. In particular the Protected Areas Committee will be asked to confirm that the areas put
forward have been selected on the basis of the most robust science available with
appropriate boundaries and therefore represent the best sites for the proposed qualifying
interests.
10. As SNH’s role is to offer advice to Scottish Government on which they take decisions
about the sites to consult on, the Protected Areas Committee will not be required to
assess any representations or comments from owners or occupiers of the land in
question or from members of the public.
Marine Protected Areas (MPA)
11. The Marine (Scotland) Act 2010 creates powers for the Scottish Ministers to designate
MPAs in Scottish territorial waters for ‘nature conservation’, ‘demonstration and research’
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and ‘historic’ interests. Third parties can also put forward proposals to be considered
alongside those developed by SNH and JNCC.
12. MPAs are a key part of the Scottish Government’s strategy for marine nature
conservation and there is a duty on Ministers to designate sufficient new MPAs to ensure
that the resultant network (which will encompass existing European Marine Sites and
possibly also other types of areas which provide natural heritage benefits), fulfils
obligations under OSPAR and the Marine Strategy Framework Directive.
13. The Scientific Advisory Committee (SAC) reviews the MPA selection process applied by
SNH and confirms that the principles of the selection guidelines, published by Scottish
Government, have been followed. The detailed scientific cases for individual MPA
proposals are quality assured and the data confidence assessments reviewed by a sub-
group of the SAC. Verified proposals are then submitted to the Protected Areas
Committee before being formalised and submitted to Scottish Ministers.
14. As SNH’s role is to offer advice to Scottish Government on which they take decisions
about the sites to consult on, the Protected Areas Committee will not be required to
assess any representations or comments from owners or occupiers of the land in
question or from members of the public during the consultation.
Procedures for advice to Ministers
15. Some papers may be dealt with in closed session, in line with the guidance at paragraph
22-24 of the Standing Orders for Formal Meetings of the SNH Board. This is likely to
apply when the Protected Areas Committee is asked to approve SNH’s advice to the
Scottish Government on future Natura sites or MPAs. Staff should be in attendance to
make a formal record of the decisions.
Membership
16. The membership is approved by the SNH Board. The Protected Areas Committee
comprises a standing group of a Chair and 410 other Members who bring a mix of
expertise covering a wide range of disciplines, all of whom are Members of the SNH
Board.
Meetings
17. The Committee holds meetings as and when required according to the casework arising
and this is likely to be no more than four times per year.
18. The Chair of the Committee may decide that some decisions will be made by
correspondence, in line with the Guidance at paragraph 35 of the Standing Orders for
Formal Meetings of the SNH Board. This may be required in order to keep an SSSI
notification process within the statutory timescale allowed, or where a procedural
decision is required during the notification of an SSSI that is viewed as being
uncontroversial.
19. The Standing Orders for meetings of the Board of SNH set out in the ‘Ways of Working
Guidance’ apply as appropriate to the meetings of the Protected Areas Committee. In
addition:
10
At the Board Meeting on 7 November 2013 it was decided that the number of committee members would be reduced to the Chair plus 3 members. This would take effect when the new Chair undertakes the annual review of Board Member allocations to committee roles.
35
SNH Policy & Advice or Operations Directors may be in attendance at the
meetings.
The Protected Areas Committee is able to take advice from whoever it feels is
appropriate.
If a case is referred to SNH Board for the confirmation of a SSSI notification the
Protected Areas Committee Members will be able to explain any issues and make
recommendations as required. Should the decision be reached by vote then
Protected Areas Committee Members would normally abstain from voting.
In the event of a hearing to discuss scientific representations with objectors, the
decision of the PAC must be made only by those members present at the hearing.
Staff should be in attendance at any decision making meeting to make a formal
record.
20. In addition to the formal role of the committee set out above, members may be invited
individually or collectively to participate in the development and thinking on Protected
Areas work.
Reporting
21. The Protected Areas Committee will provide the Board with an annual report (an
Information Paper) summarising its conclusions from the work it has done during the
year. Should the PAC Chair wish to have a discussion with the Board at any time then
he will seek the SNH Chairman’s approval for a separate item on the Board agenda.
Dignity at work
22. SNH is an equal opportunities employer and is committed to treating every member of
staff with dignity and respect. The individual and corporate responsibilities outlined in
our Dignity at Work Policy extend to Board & Committee members and incorporates
duties under the Equality Act 2010.
Greening and carbon management
23. Lower carbon ways of working include less work travel, making better choices of ways to
travel, reducing paper use and participating in recycling of waste. In the interests of
reducing its carbon footprint, where possible SNH will utilise Video/telephone
Conferencing equipment to reduce travel distance of attendees.
Secretariat
24. The secretariat to the Protected Areas Committee is provided by the Operations
Manager, Directorate Support Operations in conjunction with advice from Protected
Places Unit and Senior Management Unit.
Review
25. These terms of reference are reviewed annually. Date of adoption of revised Terms of
Reference: 7 November 2013
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Chapter 4d)
AUDIT & RISK MANAGEMENT COMMITTEE (ARMC)
Terms of Reference of the SNH Audit and Risk Management Committee The Audit & Risk Management Committee (ARMC) supports the Board in delivering its responsibilities for issues of risk, control and governance and associated assurance through a process of constructive challenge. Responsibilities The Audit Committee advises the Board and Accountable Officer on:
The strategic processes for risk, control and governance, and the Governance Statement.
The accounting policies, the accounts, and the annual report of the organisation, including the process for review of accounts prior to submission for audit.
To oversee the development of SNH’s internal audit plans in accordance with the Government’s initial audit manual.
To consider reports by Audit Scotland on SNH’s annual accounts or other matters, including the achievement of value for money.
To promote the development of SNH’s arrangements for the attainment of its objectives and targets.
i) In accordance with any statutory requirements for the use of public funds. ii) Within the delegated authorities laid down by the sponsor department and the public
bodies own rules on what matters should be referred to the SNH Board. iii) In a manner maximising best value through ensuring the most economic and effective
use of resources available.
Assurances relating to the management of risk and corporate governance requirements for the organisation, and to advise the SNH Board as appropriate.
The Committee will also periodically review its own effectiveness and report the results of that review to the Board and Accountable Officer. Authority The Committee is an advisory body with no executive powers. However it is authorised by the SNH Board to investigate any activity within its terms of reference, and to seek any information it requires from staff, who are requested to co-operate with the Committee in the conduct of its enquiries. Requests for work and reports received from Internal Audit and will be channelled through the Accountable Officer, to whom the Head of Internal Audit and reports. Programme Office reports directly to the Head of Portfolios and Budgeting. The Committee is authorised to obtain independent professional advice if it considers this necessary.
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Membership The number and composition of the membership is approved by the SNH Board. It normally comprises four non-executive members: the Chairman being an SNH Board Member and other members can be either Members of the SNH Board or independent external members appointed to achieve an appropriate balance of skills and experience. The administrative servicing is provided by the Senior Management Unit. Programme Office, including the Internal Audit Team supports the work of the ARMC and provides appropriate advice. Reporting The ARMC will formally report in writing (in an Information Paper) to the Board after each meeting (normally quarterly). One of these reports will form the ‘Annual Report’. The Report will be sponsored by the ARMC Chair and normally comprise a copy of the ARMC minutes (redacted if necessary) and, as appropriate, a covering note giving any specific assurance or further information about key issues. The ARMC minutes will be published to the SNH website as part of the Board papers. At any time during the year, should the ARMC Chair wish to discuss any matters of ARMC business with the Board then he will seek approval from the SNH Chairman for an item to be included in the agenda of the Board meeting. Meetings The procedures for meetings are: • The Audit Committee will meet at least four times a year. The Chair of the Committee
may convene additional meetings as and when deemed necessary;
• A minimum of two members plus Chair of the Committee will be present for the meeting to be deemed quorate. In the event of the Chair of the ARMC not be available, the SNH Chairman may appoint a temporary acting Chair.
• The Chairman of the SNH Board may, in exceptional circumstances, agree to the co-
opting of an additional Board Member onto the ARMC to ensure it is quorate for its meetings.
• The Accounting Officer, Director of Corporate Services, Head of Finance, Head of
Internal Audit and Head of Programme Office (risk) will normally attend meetings, along with other staff as appropriate. Representatives of External Audit (Audit Scotland) will normally be invited to meetings, and will have the opportunity at least once a year to meet the Committee in private.
• The Committee may ask any other officials of the SNH to attend to assist it with its
discussions on any particular matters.
• The Committee may ask any or all of those who normally attend but who are not members to withdraw to facilitate open and frank discussions of particular matters.
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• The SNH Board or the Accounting Officer may ask the Committee to convene further meetings to discuss particular issues on which they want the Committee’s advice.
• The ‘Standing orders for meetings of the SNH Board’ set out in the Ways of Working
Guidance apply as appropriate to the meetings of the Committee. Work programme Key topics covered at each ARMC meeting are set out in the Annual Work Programme. Greening and Carbon Management Lower carbon ways of working include less work travel, making better choices of ways to travel, reducing paper use and participating in recycling of waste. In the interests of reducing its carbon footprint, where possible SNH will utilise video/telephone conferencing equipment to reduce travel distance of attendees. Dignity at work SNH is an equal opportunities employer and is committed to treating every member of staff with dignity and respect. The individual and corporate responsibilities outlined in our Dignity at Work Policy extend to Committee members and incorporates duties under the Equality Act 2010. Review These terms of reference are reviewed annually. The last Review was carried out in January 2014. Support services The administrative servicing is provided by the Senior Management Unit. The Internal Audit Team supports the work of the ARMC and provides appropriate advice. More information about these services will be provided on request.
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KEY TOPICS COVERED AT EACH ARMC MEETING February
Audit Scotland Progress Update
Annual Audit Plan
Internal Audit Progress Report
SNH Accounting Policies
Audit Reports circulated
Q2 Risk Management Report
Collective performance appraisal (bi-annual) and discussion of key outcomes
Review of Terms of Reference
ARMC Chair oral update to Board
April Governance Statement
Risk Management – Forward Programme of work
Q4 Annual Risk Management Report July
SNH Annual Accounts
ISA 260 Audit Scotland Report
Q4 Risk Management Report
Health & Safety Annual Report
ARMC Chair oral update to Board
Procurement Annual Report
Internal Audit Progress report October
Report on the financial year audit to SNH and Auditor General for Scotland
Interim Internal Audit Progress Reports
Audit reports circulated
Q1 Risk Management Report
Risk Management interim review All meetings
Minutes, Action Points and Matters Arising
External documents with relevance to the ARMC
Audit Reports circulated to the ARMC out with formal meetings
Any Other Business
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CHAPTER 5
APPOINTMENT OF BOARD MEMBERS
The SNH Chairman, Deputy Chairman and Board Members are appointed by the Responsible Minister.
SNH Board Members are appointed by the Responsible Minister, and the Board will consist of not less than 8 and not more than 12 persons. The Responsible Minister appoints one of the Members to be the Chairman and another to be the Deputy Chairman. All SNH Board Members are appointed on an individual basis and not as representatives of organisations.
Public appointments are usually made through open competition, following a Code of Practice set out by the Commissioner for Public Appointments.
The recruitment process is handled by SNH’s Sponsorship & Delivery Partners Team. SNH’s Chairman may be invited to be a member of the interviewing panel.
Duration of appointments is as set out in a Member’s letter of appointment. Board Members may be reappointed by the Responsible Minister for a second term subject to satisfactory performance appraisal. Appointments for a third and subsequent term(s) may be made through a process of open competition.
The Scottish Government is aware of the need for greater representation on its public bodies and is keen to attract a wide range of applicants, particularly welcoming candidates from under-represented groups, for example women, people with disabilities and members from Black and Minority Ethnic communities.
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CHAPTER 6
APPOINTMENT OF COMMITTEE MEMBERS
The Committee Members are appointed by the SNH Board.
Committee Members are appointed by the SNH Board and membership of each committee is as set out in its Terms of Reference. All Committee Members are appointed on an individual basis and not as representatives of organisations.
New appointments to the SNH Board Committees are normally made through open competition following Guidance at Annex 1.
The recruitment process is handled by Senior Management Unit (SMU).
Duration of appointments is as set out in a Member’s letter of appointment. Committee Members may be reappointed by the SNH Board for a second term subject to satisfactory performance appraisal. Appointments for a third and subsequent term(s) may be made through a process of open competition.
The SNH Board is aware of the need for greater representation on its Committees and is keen to attract a wide range of applicants, particularly welcoming candidates from under-represented groups, for example women, people with disabilities and members from Black and Minority Ethnic communities.
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ANNEX 1 GUIDANCE ON THE APPOINTMENT OF COMMITTEE MEMBERS Committee Members are appointed by the SNH Board. SNH’s process for appointing Committee Members is based on the Code of Practice laid by the Commissioner for Public Appointments. The following Action Plan outlines the key steps in the process for recruiting our Committee Members.
RECRUITMENT – ACTION PLAN This process should start 12 weeks before the vacancy arises: approval and planning 2 weeks; recruitment process from advert to offer 8 weeks; approval and offer/acceptance 2 weeks.
ACTION STEPS WHO Obtain agreement from SNH Chairman/Board to proceed to recruitment process 1 SMU
Ask Chair/ lead Director to confirm suitability for reappointment of any member whose first term is due to end (normally through appraisal process).
Discuss any case where reappointment is not deemed to be suitable. Notify all other members whose terms are ending that they can reapply in open
competition.
2 SMU
Agree Recruitment Procedure i.e. on-line or manual 3 SMU HR Staff
Identify Interview Panel (including independent external member) – the most common reason for slippage in recruitment relates to difficulties securing dates when all panel members are available at the same time/place so secure the independent member soonest and set dates for interviews.
3 SMU
Confirm Role Specifications for vacant appointments 3 SMU/ Chair/lead Director
Confirm Length of Term for vacant appointments 3 SMU
Identify newspapers/websites for advertising vacant appointments 3 SMU/HR Staff
Draft advertisements 3 SMU/HR Staff
Confirm budget allocation of advertising costs 3 SMU /HR Staff
Place advertisements in newspapers/websites 4 SMU /HR Staff
Obtain details of prospective candidates from Director P&A and draw their attention to this opportunity
5 Director P&A/SMU
Identify Interview locations & dates – ideally advertise this to give advance warning to applicants.
3 SMU
Receive completed applications – confirm receipt. Log receipt in a control log and store the paperwork sensitively
6 SMU
Sift Candidates 7 Panel members supported by SMU.
Notify unsuccessful sifted candidates 8 SMU
Invite short list of candidates for interview 8 SMU
Hold interviews & identify successful candidates
9 SMU Interview Panel
Obtain approval by Chairman on recommendations for appointments. 10 SMU
Notify unsuccessful candidates of outcome 11 SMU
Notify successful candidates and issue Appointment Letters with terms and conditions to be signed and returned to SMU.
11 SMU
Issue the welcome pack, which includes numerous forms for new appointees to complete and return
12 SMU
Deal with the forms returned by new appointee: this includes revising member details on website, updating the register of interest and dealing with any conflicts of interests notified.
13 SMU
Notify payroll of new appointments 13 SMU
Arrange induction for new appointees 11 SMU
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CHAPTER 7
BOARD MEMBERS – ALLOCATION OF TASKS AND RESPONSIBILITIES
1. The SNH Board is responsible for the appointment of Members to the following
positions:
Chair of the Scientific Advisory Committee (SAC)
Chair and 3 members of the Audit and Risk Management Committee (ARMC)
Chair and 3 Members of the Protected Areas Committee
2. The Board has agreed that these responsibilities may be allocated by the SNH Chairman through the process of annual work outline discussions and that following these discussions, the Board will be asked to formally note the allocation of Board members to these roles. The allocations of these roles are reviewed by the Chairman in conjunction with members annually.
3. The Chairman will allocate tasks and responsibilities among Board Members in order
to reflect contracted time available. Where a Board Member feels that insufficient contracted time is available this should be discussed with the Chairman in line with the Guidance set out in the chapter on ‘Remuneration and Time Recording for Board and Committee Members’.
4. There is an important outward facing dimension to the SNH Board role which is set out
in the chapter on ‘Evening Receptions’. Therein it notes that it is probably reasonable to expect each SNH Board member to devote 10-15 days per year to outward facing work, with significantly more than this from the Chairman and Deputy Chairman. Each Board Member is different, however, and any programme of work needs to reflect this in the way in which each individual member is deployed.
5. Individual Board Members’ work outside meetings is clarified with the Chairman
through the appraisal process and information is circulated to Board Members and Management Team to facilitate a coordinated approach and to raise awareness.
Suspension and amendments of Standing Orders
6. These Standing Orders may be varied, revoked or added to by only the SNH Board
itself and any such alterations will require the consent of the majority of Members present at a meeting.
7. Notwithstanding this provision, no Standing Order may be suspended or amended
where this would contravene any statutory provision or direction made by Scottish Ministers.
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CHAPTER 8 THE APPOINTMENT OF SNH BOARD MEMBERS TO THE JOINT NATURE CONSERVATION COMMITTEE (JNCC). (Agreed by the Board, June 2007)
1. Membership of the JNCC is specified in the Natural Environment and Rural
Communities Act 2006. With regard to SNH (and the other GB conservation bodies) membership is specified as the ‘Chairman or Deputy Chairman and one other member nominated by the body’. Members of staff are not eligible to be appointed to the Committee although the Chief Executive and the Chief Scientist sometimes attend meetings.
2. The process for agreeing the nominations for SNH Members of the JNCC is as follows:
Members will be formally notified at least 6 weeks prior to the vacancy arising that the current holder’s term of appointment to the position is due to expire.
The Chairman normally proposes either himself or the Deputy Chair, to be one of the SNH Members of the JNCC.
When a vacancy for the second Member arises, the Chairman will propose a Member to the role in consultation with Board Members.
3. The Chairman will formally advise the Board at the next Board meeting on his preferred
candidate and invite the Board to confirm this appointment or to propose alternatives. Should the Board wish to propose one or more alternatives the process is as follows:
i) Any Member may put himself or herself forward as a candidate for a position at a
Board meeting and give a brief presentation on their suitability. ii) Members who are absent from the meeting may be put forward for election. A
statement by such a candidate may be circulated at the meeting. iii) Election will be by absolute majority, as follows:
Members may only cast one vote in each round of voting.
Only Members who are present may vote.
Once the first set of votes has been cast, the candidate with the lowest number of votes will be excluded’.
A fresh vote will be taken on the remaining candidates where again each Member can only cast one vote for the candidate of their choice; again the candidate with the lowest number of votes will be excluded.
This process will continue until one candidate emerges with an absolute majority of the votes cast by those members present and voting.
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Where there is an equality of votes among those candidates who have least votes, then a decision on who is to be excluded will be determined by lot.
If it is the case that there is only one candidate for the position, then that person will be declared elected.
Voting will be by secret ballot.
4. Following this, the nomination(s) for the SNH Members of the JNCC are submitted to the JNCC.
5. SNH Members of the JNCC are normally invited to serve until the end of their current
Board term of office. Suspension and amendments of Standing Orders 6. These Standing Orders may be varied, revoked or added to by only the SNH Board
itself and any such alterations will require the consent of the majority of Members present at a meeting.
7. Notwithstanding this provision, no Standing Order may be suspended or amended
where this would contravene any statutory provision or direction made by Scottish Ministers.
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CHAPTER 9
REMUNERATION AND TIME RECORDING FOR BOARD AND COMMITTEE MEMBERS
Agreed at Board Meeting, June 2009
OVERVIEW 1. This chapter includes the following for Board and Committee Members:
A. Daily Rate of Remuneration
B. Monthly Remuneration C. Time Recording D. Claimable Time E. Claims for Additional Payments for Board and Committees F. Insurance G. Tax
2. The allocation of tasks and responsibilities to Board and Committee Members is dealt
with in other parts of this Ways of Working Guidance.
A. Daily Rate of Remuneration
For Board Members:
Policy guidelines
For Committee Members: The SNH Board is responsible for setting the daily rate of Remuneration and may
delegate a review of this to the ARMC. In setting the daily rate of remuneration for Committee Members the SNH Board benchmarks rates against the daily rate of remuneration for public sector organisations set out in Scottish Government’s Pay policy.
B. Monthly Remuneration
For Board Members:
The role description for SNH Board Members issued by the Scottish Government states that “Members should be prepared to attend full Board and Committee meetings regularly, and to give the commitment of time necessary, a minimum of 2-3 days per month (which may involve occasional evening and weekend commitments), to play a full part in such meetings and in the other activities of SNH.” This is assumed to equate to 2.5 days per month for current pay purposes. For the SNH Chair and Deputy Chair the equivalent figures are 12 and 6 days per month respectively. All Board Members, including Chair and Deputy Chair, will be paid monthly on the basis of these contracted time commitments. A system is in place whereby Board and Committee Members may request additional budget allocations under certain defined circumstances (see below).
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For Committee Members:
The role description for each of the Board’s Committees sets out the time commitment for Committee Members. Committee Members will be paid monthly on the basis of these contracted time commitments. A system is in place whereby Committee Members may request additional budget allocations under certain defined circumstances (see below).
C. Time Recording
For Board Members and Committee Members
For Board Members’ remuneration, Pay policy states that “there must be a formal and proportionate arrangement in place for the claiming of daily fees which should be subject to audit by the public body.” In terms of administrating payments to Committee Members SNH adopts the best practice set out by Pay Policy. Work planning for the current financial year suggests that the number of Members likely to claim additional time will be exceptional. We will therefore only ask for Work Recording forms to be completed by Members to support a claim for time over and above their normal contracted days. If any Member feels there is a need to work additional time, or that circumstances are such that they are unable to fulfil the full number of contracted days, then they should discuss this with the SNH Chairman (for Committees this is through the lead Director/Committee Chair). The Chairman will subsequently advise Senior Management Unit of the outcome and we will arrange for completion of work recording forms and adjust remuneration accordingly. A working day is assumed to comprise 8 hours, and time spent should be recorded to the nearest hour. Completed pro forma time records may be released to third parties under normal FOI/EIR rules, and may be checked as part of normal audit procedures.
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D. Claimable Time
For Board Members:
Pay policy states that “there must be clear prior agreement on which activities are to be remunerated”, and that “a daily fee can cover activities other than attendance at board meetings and functions; for example time spent preparing for meetings, time spent travelling to and from meetings, etc.” Remuneration will only be for time spent on activities as per the Scottish Government Role Description and Extract from SNH Management Statement that forms part of a Board Member’s letter of appointment – unless otherwise agreed with the Chairman.
For Committee Members:
In terms of administrating payments to Committee Members SNH adopts the best practice set out by Pay Policy. Pay policy states that “there must be clear prior agreement on which activities are to be remunerated”, and that “a daily fee can cover activities other than attendance at board meetings and functions; for example time spent preparing for meetings, time spent travelling to and from meetings, etc.” Remuneration will only be for time spent on activities as per the Committee Terms of Reference and the Role Description and Extract from SNH Management Statement that forms part of a Committee Member’s letter of appointment – unless otherwise agreed.
E. Claims for Additional Payments
For Board Members:
Pay policy indicates that the contracted number of days is the number of days stated in the letter of appointment expected to be worked. However it also indicates that if a public body or Sponsor Team limits the (annual or monthly) remuneration irrespective of the actual number of days worked, and Chairs or Members feel that they are not being remunerated sufficiently for the time invested by them, then this is a budgetary matter for the Sponsor Team.
For Committee Members:
A Committee Member may be required to work more than the number of days stated in the letter of appointment expected to be worked. However it also indicates that if a Committee Member is required to work additional days where this is the case the Area Manager or the Policy and Advice Manager responsible for Research and Development Strategy (for SAC Members) will liaise with the Senior Management Unit.
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F. Payment methods
In determining permissible methods of remuneration SNH takes due cognisance of the annual Scottish Government Pay Policy for Senior Appointments and its accompanying Technical Guide. The policy is clear that: a. Chairs and Members are not employees of the public body nor of the Scottish
Government (and so are not paid a salary). b. Responsibility for ensuring compliance with all relevant HM Revenue and Customs
requirements concerning any payments made to Chairs and Members lies with the public body itself. Individual Chairs and Members must satisfy themselves as to their own tax liabilities resulting from their appointment.
Based on the above, and guidance issued in 2012 by the Scottish Government's Finance Directorate and Audit Scotland on payment arrangements for public sector appointments, it is SNH’s Policy that all Board and Committee Members are remunerated through payroll. SNH Payroll requires to be provided with P45 (or P46 where P45 not available) in order to allow correct Tax and NI to be deducted. G. Taxable allowances Board and Committee Members may claim travel expenses to their place of work. It should be noted that if a Board or Committee Members’ work is carried out only in one place then these allowances may be taxable. F. Use of Private Car and Insurance
If a Board or Committee members travels by their own private car and wishes to claim any mileage rate listed in the Travel & Subsistence guidance, they must ensure that their motor insurance policy is fit for business use, and provide cover against claims in respect of a) bodily injury to, or death of, third parties b) bodily injury to, or death of, any passenger c) damage to the property of third parties and d) damage to, or loss of, the claimant’s car.
SMU is required annually to collate and retain ‘Insurance’ declarations from its Board and Committee Members. This check is important to ensure that claims are in compliance with the Standard Conditions required for payment of mileage allowances, and for the protection of Members. For consistency, these declarations should normally be collated by 30 September each year. The Insurance Declaration form to be used for this purpose is available from SMU.
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CHAPTER 10
BOARD AND COMMITTEES MEETINGS - FORMAT AND STANDING ORDERS
OVERVIEW
Formal SNH Board Meetings 1. The Board meets at least 4 times a year to undertake its formal business. The
Standing Orders for these meetings are set out in this Guidance. 2. The Board should pay periodic visits around Scotland in order to increase its
appreciation of the work being undertaken by the Area staff, as well as to debate the issues and opportunities within each Area.
Board/Management Team Strategic discussion meetings 3. The Board meets with Management Team 5 times a year to discuss strategic issues.
These are discussion meetings and decisions are not made during these discussions. Purpose 4. The Board and MT together provide the leadership team for SNH. It is vital that they
work as one team while at the same time recognising and respecting the distinctive roles that each has to play. Joint strategy discussion meetings are held bimonthly and their purpose is to provide a relatively informal forum for the collective development of strategic thinking on a wide range of current issues.
Format 5. At the Board/MT Strategic Discussion meeting on 6 December 2012 we tested a new
approach to these discussions based on a more intensive and discursive workshop format. Feedback has been positive, so we intend to continue and develop this approach over the coming months. These discussions are now the main forum within which high level strategic thinking will be developed within SNH, and the aims of the new format are twofold –
To focus on genuinely high level strategic issues and challenges of major significance to SNH.
To encourage a more creative and collective approach to strategic leadership in SNH. 6. Strategy discussion meetings will normally focus on two, or at most three, major topics.
Roughly two hours will be devoted to each, and the time available will be divided as follows –
An initial briefing on the subject in question, based on material previously circulated to all.
A workshop involving small mixed groups of Board Members, Management Team and other key staff as appropriate, and focused on specified high level strategic questions.
A collective report back and discussion.
A final discussion to summarise and agree key conclusions and implications.
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Timing and venues for meetings 7. The timing and venues for formal Board and Board/MT Strategic Discussion meetings are as agreed with the Chairman/CEO: All meetings will normally start at 9.30am and finish once the business for that day is complete. The location of meetings reflects the best central meeting point for Board, Management Team and staff in attendance. At present that central point is Inverness. For Formal Board meetings we reserve a VC link to Silvan House. Strategic Discussion meetings are normally held in Inverness workshops style and we all attend in person. Attendees 8. Occasionally external invitees may be asked to attend a Board/MT discussion meeting
where their presence may add interest or value to the topics being discussed. In this case Directors and their support teams are expected to proactively manage communications about travel arrangements including reimbursements. SMU would facilitate the completion of forms for Travel and Subsistence claims at the meetings.
Papers 9. The meetings are NOT seeking to make formal decisions or to agree
recommendations from staff. They are by definition discursive, exploratory and developmental. Papers will be circulated a week in advance introducing each item in order to give Board and MT members time to think through the issues involved. No paper should be more than 1-2 sides of A4, although supporting background briefing information may be appended if it is felt that this would be helpful.
10. There is a commissioning form for the strategic review of Programmes that can be
found here. Papers for other items should spell out in brief terms the following –
What is the subject of this discussion?
What is the policy context in terms of Scottish Government priorities?
Any other relevant contextual points?
What specific strategic questions is the meeting being asked to think about?
It is essential that agenda items are relevant to the joint leadership role of the Board and Management Team. Detailed operational, tactical or technical issues should be avoided. In particular the specific questions posed in papers must be relevant to the roles and skills of those involved – i.e. highly strategic, and not matters better left to relevant staff. Papers may be written by members of the Board, Management Team or staff.
Outputs/Outcomes 11. At the end of each item the chair will give an oral summary that will provide the basis
for a short summary note of the meeting to be prepared and circulated by SMU to relevant internal staff. It should be stressed, however, that these are not formal decision making meetings. The expected outcome is greater and more timely strategic coherence within the leadership of the organisation as part of the wider leadership function of the Board and Management Team.
Committees meetings 12. The format of meetings is as outlined in the Terms of Reference for each Committee. 13. The ‘Standing Orders for meetings of the SNH Board’ set out in the Ways of Working
Guidance apply as appropriate to the meetings of the Committees.
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Evening Receptions 14. The Chairman hosts a series of Evening Receptions which are held in each of the
SNH Areas. 15. The aims and format of these events is set out in the chapter ‘Evening Receptions’.
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Chapter 10 a) STANDING ORDERS FOR FORMAL MEETINGS OF THE SNH BOARD (APPLIES ALSO TO SNH COMMITTEES) (Agreed at Board Meeting, June 2007 and revised in 2011) Introduction 1. Scottish Natural Heritage (SNH) was established in 1992 by the Natural Heritage
(Scotland) Act 1991 to secure the conservation and enhancement of, and to foster understanding and facilitate the enjoyment of, the natural heritage of Scotland, in a manner that is sustainable.
2. Under Schedule 1 of the 1991 Act, SNH was given the power to regulate its own
procedures. This paper sets out the detailed procedures that apply to the conduct of meetings of the SNH Board, and supersedes previous papers on this subject. The procedures also apply to meetings of the Committees of the Board as appropriate unless a Committee adopts its own standing orders, in which case they must be endorsed by the Board. (Meetings of the Scientific Advisory Committee and Protected Areas Committee are open to the public).
3. These Standing Orders are in addition to the requirements as set out in the Natural
Heritage (Scotland) Act 1991 and the provisions set out in the following documents:
Code of Conduct for Members of Scottish Natural Heritage (2002).
The Ethical Standards in Public Life etc. (Scotland) Act (2000).
Environmental Information (Scotland) Regulations 2004, the Scottish statutory instrument implementing EC Directive 2003/4/EC on public access to environmental information.
The Freedom of Information (Scotland) Act 2002.
The Data Protection Act, 1998. Board Membership 4. SNH Board Members are appointed by the Responsible Minister, and the Board will
consist of not less than 8 and not more than 12 persons. One of the Members is appointed by the Responsible Officer to be the Chairman and another as Deputy Chairman (following consultation with the Chairman). All SNH Board Members are appointed on an individual basis and not as representatives of organisations. Duration of appointments is as set out in a Member’s letter of appointment.
Quorum 5. The quorum of the SNH Board is a majority of currently appointed Members of the
Board (that is, more than half), including the person chairing the meeting. No decisions will be made at a meeting of the SNH Board unless a quorum is present. All attendances and absences will be recorded in the minutes of any meeting.
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6. Participation will usually be in person, but exceptionally (with the agreement of the Chair of the meeting); individual Members may participate by telephone or video-conference. In such circumstances, such Members will be deemed to be present and to constitute part of the SNH Board for the purpose of that meeting.
7. Members of Committees may, at the discretion of the Chairman, be invited to attend
parts or all of SNH Board meetings or to make presentations to the SNH Board. They will not however be entitled to vote.
Delegation 8. The SNH Board may delegate powers to Committees, other groups or individuals as it
regards necessary. The SNH Board shall decide the remit, Chairmanship and Membership, level of delegated authority, and any other rules which accompany the delegation. Unless otherwise directed, Committees, other groups and individuals will report direct to the SNH Board.
Schedule of Meetings
9. The SNH Board will approve in advance of each year, dates and venues for its meetings for the following year. The schedule will be from April to March to align with business planning, and four of the meetings will fall 6 weeks after the quarter end. The schedule of meetings is published on the SNH Website, and the agenda and papers will be issued to Members in advance of each meeting.
10. The Chairman may convene a Special Meeting of the SNH Board when it appears that
an item of business requires urgent consideration. In the absence of the Chairman, the Deputy Chairman may convene a special meeting. Any Member may request that a special meeting be convened. The final decision on whether this proceeds rests with the Chairman or, in his/her absence, the Deputy Chairman, who will also determine which members of staff should attend and whether or not the special meeting should be open to the public.
Staff Attendance at Meetings 11. The Chief Executive is responsible for the overall organisation, management and
staffing of SNH. It is the responsibility of the Chief Executive to advise the SNH Board on all matters of financial propriety, regularity and of considerations of prudent and economical administration, efficiency and effectiveness. The Chief Executive shall have the right to attend all SNH Board meetings and meetings of the Committees, except for parts of meetings when agreed by SNH Board Members that the matter under discussion should involve Members only, for example where the Chief Executive's remuneration or performance is being discussed.
12. In addition to the Chief Executive, Directors, the Head of Senior Management Unit, the
Board Co-ordinator and the Press and Public Relations Manager will, except when requested or excused by the Chairman, attend SNH Board meetings. Other members of staff will attend for particular agenda items as necessary.
Public Attendance at Meetings 13. Members of the public can attend, as observers, all of the Open Session of SNH Board
meetings, or for one or more individual items from that session. Members of the public
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cannot participate in discussions or decisions of the SNH Board during the meeting (but see 'Representations from the Public' below). The Closed Session of the SNH Board meeting is not open to the public.
14. Members of the public and press wishing to attend an SNH Board meeting will be
admitted, subject to availability of space, and the requirements of particular venues. Venues are normally selected to ensure good access by the public and cater for all abilities. The Agenda for the Open Session of the meeting is made available on the SNH Website one week in advance of the meeting; the papers are published on the day of the meeting. Meeting packs containing copies of the Open Session agenda and papers are provided to members of the public attending the meeting.
Representations from the Public 15. Members of the public can ask for further information in advance of the meeting
through contacting Senior Management Unit. They can also make representations to the SNH Board, or bring information to the attention of the Board, regarding items on the Board agenda. This must be done in writing prior to the date of the SNH Board meeting. Letters and/or other documents will be circulated to SNH Board Members in advance of the meeting, provided that these are received by no later than 24 hours prior to the start of the meeting. Where this is not possible, these will be tabled at the meeting. Where appropriate, staff will briefly summarise the views and information received when introducing the agenda item during the meeting.
Board Agenda 16. The agenda for each SNH Board meeting is prepared and cleared by the Management
Team for approval by the Chairman. The Agenda for the Open Session of the meeting is made available on the SNH Website one week in advance of the meeting; the papers are published on the day of the meeting.
17. The meeting is scheduled to ease the management of those attending (both staff and
members of the public) and to aid press coverage. The order of business, for example whether the Open or Closed Session should come first, is at the discretion of the Chairman.
18. Timings and locations of meetings should seek to minimise (within reason) the
following: a. The direct financial costs to the public purse. b. The time commitment (and so indirect financial cost) involved for all participants. c. The impact on SNH's environmental footprint, and in particular its carbon footprint. The SNH Board will seek to hold most of its Board meetings at Battleby, with the start time set to fit with the first available train into Perth from Inverness (the first train from Edinburgh/Glasgow arrives before this). This means that meetings will normally start at 0930hrs, and they will finish when the business to be dealt with is complete.
19. The running order of items on the formal Board agenda will be agreed with the
CEO/Chairman and reflect likely media interest, and as far as possible will take into account the travel arrangements for staff required to attend in person to support an individual item.
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Board Papers 20. All Board papers are considered and approved by the Chief Executive and, as
appropriate, the Management Team prior to submission to the SNH Board. Each paper is sponsored by a member of the SNH Management Team who, (although in some circumstances the sponsorship may be delegated to G grades) in consultation with the Chief Executive, is responsible for final approval of the paper for submission to the SNH Board, and for ensuring that the paper follows the agreed house style, format and layout. The Management Team sponsor is also responsible for ensuring that any potential PR consequences from the paper are identified and addressed, and for making a recommendation to the Chairman via the Management Team as to whether the paper should be dealt with in Open or Closed Session.
21. As far as possible, SNH Board papers are distributed to SNH Board Members one
week in advance of each meeting. The papers are normally distributed by hard copy in the mail. Papers of a sensitive nature (eg closed session papers) will be emailed to individuals.
22. Papers from the Open Session of the meeting are made available on the SNH Website
on the morning of the meeting (this also applies to papers for the SAC and the PAC (although PAC papers may be issued in advance to parties with a particular interest). Sponsor Team may access the papers via the SNH website. Copies are also provided to members of the public attending the meeting, and on request thereafter.
Board Papers dealt with in Closed Session 23. There is a presumption that SNH Board papers will be considered in Open Session
unless there are strong grounds for confidentiality. The Freedom of Information (Scotland) Act 2002 is used, along with the Environmental Information Regulations 1994 and the Data Protection Act 1998, to guide which papers should be dealt with in closed session. Decisions on this are made by the Chairman in consultation with the Deputy Chairman and the Chief Executive.
24. Board papers which may be dealt with in Closed Session (subject to the views of the
Chairman, Deputy Chairman and Chief Executive) include:
Papers relating to SNH’s policy advice to Government or to the Scottish Parliament (including Parliamentary Committees), where this is subject to further discussion with the Executive or has been asked for in confidence.
Papers containing information, which is the subject of legal proceedings, for example judicial review.
Papers relating to appointments to the Committees where these refer to individuals.
Papers that contain information, which if publicly released would increase the likelihood of damage to the environment.
Papers, which include ‘commercial in confidence’ information not already in the public domain.
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Papers where confidentiality is required to protect SNH’s negotiating position on a strategy issue or casework.
Papers, which include information provided to SNH by a third party on a confidential basis, or personal information on an individual who has not given, consent for disclosure.
Papers relating to personnel and staffing issues. 25. Prior to the meeting the Chairman or other SNH Board Member(s) can move that an
item, or part of an item, should be switched from the Open Session to the Closed Session of the meeting, or vice versa, if it becomes apparent that there is justification so to do. This is at the discretion of the Chairman and will only be permitted in exceptional circumstances.
26. Papers discussed in the Closed Session (and the agenda for the session) will not be
issued to the public or press, and will not be posted on the SNH Website. The reasons for papers being dealt with in this way are included on the meeting’s agenda.
Board Questions 27. Any Member may put a question to the Chairman at any meeting of the SNH Board
concerning any relevant and competent business arising from the agenda. 28. Members can also notify the Chairman in advance of the meeting of questions that
they wish to raise other than those relevant to agenda items. Wherever possible this should be done in writing. The Chairman, in consultation with the Chief Executive, will determine whether the question should be dealt with during the meeting, and inform the Member accordingly. Wherever possible, questions will be dealt with in the Open Session. Exceptionally, where a question deals with a sensitive or confidential issue, it may be dealt with in Closed Session. This will be at the discretion of the Chairman in consultation with the Chief Executive.
29. When a question of order is raised at a meeting of the SNH Board, the Chairman’s
ruling on it will be final. Order of Business 30. The business of the Board at all ordinary meetings will proceed in accordance with the
agenda issued for that meeting unless otherwise directed by the Chairman who may at his/her discretion or at the request of a Member(s), alter the order of business at any stage.
31. At all ordinary or special meetings, no business other than that on the agenda will be
considered except where by reason of special circumstances, the Chairman is of the opinion that the item should be considered at the meeting.
Chairmanship of meetings 32. At a meeting of the Board, the SNH Chairman, if present, will preside. In the absence
of the Chairman, the Deputy Chairman will preside. If neither is able to be present, the
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Chairman will normally indicate which other Member should preside. If no advice from the Chairman is available, the Board Members present will choose, by a majority vote of those present, one of their number to preside.
The Chairman will:
Preserve order and ensure that Members of the Board have sufficient opportunity to express their views on any matter under discussion.
Determine all matters of order, competency and relevancy.
Determine in which order Members wishing to speak should do so.
Determine whether or not a vote is required and how it is to be conducted. Board Decisions 33. Decisions of the SNH Board will usually be by consensus of attending Members. An
attending Member is one who is either present in person or takes part by telephone or video conference link throughout the discussion of the agenda item and has heard any summing up by the Chairman, or a nominated member of the Management Team. A Member who leaves a meeting prematurely will be treated as a non-attending Member for the purpose of any decision taken after the time of departure.
34. A Member of the SNH Board may have his or her dissent recorded to a decision of
the Board provided that he/she has attended the meeting at which the matter was considered and provided that the Member asks to record his/her dissent immediately after the decision is concluded.
35. Written comments on agenda items submitted by any non-attending SNH Board
Members will be circulated to Board Members and referred to by the Chairman at the appropriate point in the meeting.
36. Exceptionally, when a SNH Board decision is required urgently and it would not be
feasible to convene a meeting, the matter will be dealt with by correspondence. The decision to do this will be made by the Chairman or Deputy Chairman. In such circumstances Members will send their views to the Chairman in writing. The decision will be ratified at the next SNH Board meeting and recorded in the minutes.
Voting 37. Decisions will be reached by vote on the following occasions:
When the Chairman detects that there is a body of opinion among the Members who either disagree with a proposal or have expressed reservations about it and no clear consensus has emerged.
When a Member requests a vote to be taken and this is supported by at least one other Member in attendance.
Any other circumstance where, at the Chairman’s discretion, it is felt that a decision should be preceded by a vote.
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Only attending Members, as defined in Board Decisions, will be eligible to vote. Each Member, including the Chairman, will be entitled to one vote except in the case of an equality of votes when the Chairman will have an additional casting vote.
38. Votes will normally be taken by show of hands. At the discretion of the Chairman, or
in the event of any Member objecting to a vote being taken by a show of hands and a majority of attending Members supporting the objection, the vote will be taken by secret ballot. In the circumstances where a secret ballot is to be held, the Head of Senior Management Unit will issue and collect ballot papers, count the votes and after these have been confirmed by the Chief Executive, or in his absence another attending member of the Management Team, announce the result to the Board.
39. The minutes of the meeting will record the results of voting, noting the number and
names of Members voting for and against the proposal and any abstentions. The minutes will not record the names in the event that a ballot is held in secret.
Deferred Decisions 40. The Board may decide to defer a decision on an agenda item so that it can be
provided with more information, additional decision options or for any other reason. The decision to defer, with the reasons, will be recorded in the minutes of the meeting along with the indicative timescale for returning the matter to the Board for further discussion and decision.
Advice to the Board
41. In reaching decisions at meetings, the Board will take advice as appropriate. This will
generally be from the Chief Executive or such other serving member of the Management Team or staff present that he/she feels appropriate. The Chief Executive in his/her capacity as the SNH Accountable Officer has a specific role in advising the Board on matters of propriety or economy or effectiveness or efficiency. The Board may also seek advice from its Committees, or any other internal or external source as it regards necessary.
42. In circumstances where advice from the Chief Executive is overruled by the Board, or
in his or her formal capacity as Accountable Officer, where the Chief Executive feels that the action contemplated could not be defended before the Scottish Government and/or Scottish Parliament, the Chief Executive may require the Chairman to give him/her a written instruction on the matter. Such an instruction will be drawn to the attention of the Auditor General for Scotland and the Departmental Accountable Officer in the Scottish Government.
Declarations of Interest Making a Declaration 43. Individual Members must consider at the earliest stage possible whether they have an
interest to declare in relation to any matter that is to be considered. They should consider whether agendas for meetings raise any issue of declaration of interest, and if in doubt may consult with SNH’s Head of Senior Management Unit, or with the Standards Commission. A declaration of interest must be made as soon as practicable at a meeting where that interest arises. If the need for a declaration of interest is identified only when a particular matter is being discussed the Member must declare the interest as soon as they realise it is necessary to do so.
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44. The oral statement of declaration of interest should identify the item or items of business to which it relates. The statement should begin with the words “I declare an interest”. The statement must be sufficiently informative to enable those at the meeting to understand the nature of the interest but need not give a detailed description of the interest.
Effect of Declaration 45. Declaring a financial interest has the effect of prohibiting any participation in
discussion and voting. A declaration of a non-financial interest involves a further exercise of judgement by the Member concerned. They must consider the relationship between the interests that have been declared and the particular matter to be considered and relevant individual circumstances surrounding the particular matter.
46. In the final analysis the conclusive test is whether, in the particular circumstances of
the item of business, and knowing all the relevant facts, a member of the public acting reasonably would consider that the Member might be influenced by the interest in their role as a Member of SNH and that it would therefore be wrong to take part in any discussion or decision-making. If a Member, in conscience, believes that their continued presence would not fall foul of this test, then declaring a non-financial interest need not preclude their involvement in discussion or voting. If they are not confident about the application of this objective yardstick, they must play no part in the discussion and must leave the meeting room until discussion of the particular item is concluded.
Dispensations 47. In very limited circumstances dispensations can be granted by the Standards
Commission in relation to the existence of financial and non-financial interests which would otherwise prohibit a Member from taking part and voting on matters coming before SNH and its Committees. Applications for dispensations will be considered by the Standards Commission and should be made as soon as possible in order to allow proper consideration of the application in advance of meetings where dispensation is sought. A Member should not take part in the consideration of the matter in question until the application has been granted.
Board Minutes 48. Minutes of all ordinary meetings (Open and Closed Sessions) will be taken by the
Senior Management Unit, the exception will be Private Sessions that will be minuted separately by an appropriate individual determined by the Chairman. Taken in conjunction with the papers presented to the meeting, the minutes should provide a correct record of the meeting, in sufficient detail to comprise an audit trail of issues discussed and decisions taken by the SNH Board.
49. Draft minutes shall be approved for circulation as 'Unconfirmed Minutes' to Members
by the Chairman and Chief Executive. Members can propose amendments in writing, or raise these at the following SNH Board meeting. The Chairman, Deputy Chairman and Chief Executive will arbitrate over matters of dissent.
50. Minutes will be formally 'Confirmed' at the next meeting of the Board after the meeting
to which they refer, verified by the Chairman, and signed as a correct record. Minutes for the Open Session will then be placed on the SNH website, and made available to the public on request.
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Suspension of Members 51. In the event of any Member of the SNH Board disregarding the order or authority of
the Chairman at any meeting, or being guilty of obstructive or offensive conduct at any meeting, and the Chairman calling the attention of the meeting to the same, the Board, may on the motion of any Member, duly seconded and supported by the vote of a majority of the Members present and voting, suspend such Member so offending for the remainder of the sitting. No debate shall be allowed on such a motion.
Confidentiality
52. Members may use their discretion in discussing items of SNH Board business from
the Open Session with other parties following the meeting. 53. For issues dealt with in Closed or Private Session, the nature and content of the
business must not be divulged to, or discussed with, anyone other than fellow SNH Board Members and staff in attendance until the Chairman states otherwise.
54. Members should get the prior approval of the Chairman, or in his/her absence, the
Deputy Chairman, before making public statements (including statements to the Press and broadcast interviews) on behalf of the SNH Board.
Personal liability of Board Members 55. While any legal proceedings initiated by a third party are most likely to be brought
against the SNH Board as a whole, in exceptional cases proceedings may be brought against the Chairman or other individual Board Members. For example, an SNH Board Member may be personally liable if he or she makes a fraudulent or negligent statement that results in loss to a third party.
56. However, in accordance with the standard indemnity recommended for NDPB
members by the Government, an SNH Board Member who has acted honestly and in good faith will not have to meet out of his or her own personal resources any personal civil liability which is incurred in the execution or purported execution of his or her Board function, save where the Member has acted recklessly.
Suspension and amendments of Standing Orders 57. These Standing Orders may be varied, revoked or added to by only the SNH Board
itself and any such alterations will require the consent of the majority of Members present at a meeting.
58. Notwithstanding this provision, no Standing Order may be suspended or amended
where this would contravene any statutory provision or direction made by Scottish Ministers.
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CHAPTER 10b)
EVENING RECEPTIONS
Terms of reference There is an important outward facing dimension to the SNH Boards’ role: 1. For a good many people SNH Board Members are the personification of SNH as an
organisation. The extent and ways in which Members are visible will therefore have a key influence on how the organisation is perceived. This has both external and internal dimensions, and both are important.
2. All front line SNH staff have an important communications role in ensuring that the
organisation is visible, accessible and well understood. SNH Board Members have a particular role within this context, and it is important that they focus on this and do not inadvertently end up only duplicating the role of staff.
3. SNH Board Members have a status and profile that makes them uniquely well placed
to focus on communicating at a strategic and political level. They also have a status that allows them to add gravitas to more tactical level communications. And finally they have a profile that in itself can be used to open up communications channels that might otherwise be difficult for staff to access on their own.
4. We need to be clear who the target audiences are, and why. There is no single format
or recipe for ensuring effective visibility of the SNH Board. Different approaches are required for different audiences and purposes.
5. We must ensure that whatever approaches are taken also deliver VFM. 6. It is probably reasonable to expect each SNH Board member to devote 10-15 days per
year to outward facing work, with significantly more than this from the Chairman and Deputy Chairman. Each Board Member is different, however, and any programme of work needs to reflect this in the way in which each individual member is deployed.
7. Board Members agree that there is a need for them to engage more with staff in order
to better inform and underline the strategic priorities that SNH is now seeking to pursue.
Format 9. A programme of Area Evening Receptions is agreed annually (typically two per month
excluding July and August to allow for peak holiday periods). 10. This equates to two Receptions being held within each of SNH’s Areas per year. 11. There is normally two parts to the day:
i. At around 3pm to no later than 5pm: the Chairman, Board Member will hold an open forum with SNH staff at the local office closest to the Reception venue.
ii. The Evening Reception – this should be timed to start within the 5.30-9pm slot
for about 2 hours (as best fits locally).
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12. The preferred format for the Evening Reception (which also illustrates the type of role
that Board Members wish to play) is as follows:
The timing should be arranged to attract a wide number of the target audience. This should be within the evening slot as above and mid-week is preferred to allow for Board Members’ travel time.
It will be hosted by the Chairman and another SNH Board Member will be present. These, along with the Operations Director, and a number of Area staff, should provide an approximate ratio of 1 SNH member to 3 / 4 guests to allow sufficient opportunities for discussions.
On arrival there should be refreshments on offer (teas/coffees/biscuits or traybakes).
The Chairman (or his Deputy) will open the evening by giving a short introduction and welcome, focussing briefly on high level priorities and the translation of these into a local context.
Guests will then mingle with SNH people and discuss whatever they wish. (Chairs should be placed around the edge of the room so people can sit down if they need to).
SNH staff should note any specific query that cannot be answered immediately and arrange for a response to be sent in due course.
Although there will be no formal record of the meeting, any significant issues should be recorded in the form of feedback from the Chairman to the relevant Director.
After approximately two hours the Chairman (or his Deputy) shall close the Reception and guests will gradually depart.
Venue and catering costs should be kept to an appropriately modest level. (The budget for the Evening Receptions is held centrally by SMU).
Target Audience 13. The invitations to the Evening Reception should focus on key opinion formers, the list
of which should be devised by the relevant Area team. The aim is to attract people who are not otherwise likely to be involved in or necessarily supportive of SNH’s work. A general press release will also allow for the reception to be made known to the wider network.
14. The Reception should be targeted to attract people from:
MSPs
Local government
Economic development
Health and education
Community activists and representatives
Local business people
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Public bodies
NGOs. Feedback 15. A summary of the key issues arising at the Evening Reception will be provided by
through either a brief written summary or an oral update at the next Management Team (MT) meeting. Any action points arising will be captured in the MT Action Points list.
16. Area Managers are asked to record the attendance (or non) of any MSPs and other
elected representatives.
Logistical arrangements and support for Evening Receptions 17. SMU will coordinate a calendar of Evening Receptions a year in advance, from April to
March in line with the business planning year. 18. SMU will maintain the annual diary of Receptions, and provide advice and guidance on
the preferred format and standard logistics associated with running the events. SMU will also liaise with the Areas and Director support teams in respect of SNH Board Members’ attendance.
19. SMU will provide a Checklist / Timeline based on the information below and this will be
issued 8 weeks prior to each Evening Reception to the Area concerned. 20. The Operations Director and his/her staff are responsible for designing and delivering
the programme for each Evening Reception. The Area will also be responsible for sending out the letter of invite, signed by the Chairman. The Chairman’s e-signature will be provided to the Area Manager for use on this letter. This letter will ask for responses to be sent to the local Area office for collation and for dealing with any enquiries relating to the Reception.
21. The budget for paying the costs of Evening Receptions is held centrally by SMU. This
budget covers the costs of room hire / refreshments (teas / coffees / biscuits). Area Managers should provide SMU with an estimate of the costs of holding the Reception in advance, to ensure sufficient funds are available in SMU’s budget.
22. Invoices for the expenses are coded the expense to SMU. Travel and Subsistence
costs for the SNH Board Members will also be met by SMU. However T&S costs for staff are charged to the Area budget.
23. Press & PR team, in liaison with the Area will provide a general press release ahead of
each Reception. 24. A check list of actions, the generic press release and a standard letter of invitation are
available. These are circulated to the Area Manager by SMU a few weeks in advance of each Reception.
(i) The Operations Director is responsible for his/her Area:
Ensuring that two Evening Receptions are held in each Area annually.
Agreeing the invitees list, ensuring that this meets the criteria set out in the ‘target audience’ outlined earlier.
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Providing briefing on local key issues to the SNH Board Members and the Local Adviser attending the Reception. This briefing should be provided no later than 3 working days before the Reception.
Area Manager making contact with the Chairman - no later than 3 working days before the Reception - in order to provide him with items of local interest as well as the names of local staff in attendance that evening, for incorporating into the Chairman’s opening remarks.
Selecting and booking the venue and catering (AV requirements will not be needed as presentations are not part of these Receptions) and liaising with SMU to secure a budget and payment of bills (see above).
Inviting the target audience, handling responses and dealing with any enquiries arising about the event.
If required, publicising the Evening Reception.
Attending the Reception, ensuring support from Operations and Director Support/SMU staff on delivery as appropriate.
Recording the attendance of guests on the night.
Co-ordinating feedback/action points arising from the Reception.
(ii) SMU works closely with the Operations Director, Director support staff and Area staff to:
Advise on the standard format and standard processes for the events.
Issue a check list of action, generic press release and standard letter of invitation to the Area Manager.
Co-ordinate and maintain the diary of annual Evening Receptions.
Liaise with the Chairman, SNH Board Member and the Local Adviser on attendance and the provision of briefing from the Area.
Co-ordinate arrangements for travel / any overnight accommodation for SNH Board Members and the Local Adviser attending the Reception.
Manage the budget for the Evening Receptions.
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CHAPTER 11 CODE OF CONDUCT for BOARD & COMMITTEE MEMBERS of SCOTTISH NATURAL
HERITAGE Agreed at Board Meeting – May 2014 CONTENTS Section 1: Introduction to the Code of Conduct Appointments to the Boards of Public Bodies Guidance on the Code of Conduct Enforcement Section 2: Key Principles of the Code of Conduct Section 3: General Conduct Conduct at Meetings Relationship with Board Members and Employees of Public Bodies Remuneration, Allowances and Expenses Gifts and Hospitality Confidentiality Requirements Use of Public Body Facilities Appointment to Partner Organisations Section 4: Registration of Interests Category One: Remuneration Category Two: Related Undertakings Category Three: Contracts Category Four: Houses, Land and Buildings Category Five: Interest in Shares and Securities Category Six: Gifts and Hospitality Category Seven: Non-Financial Interests Section 5: Declaration of Interests General Interests which Require Declaration Your Financial Interests
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Your Non-Financial Interests The Financial Interests of Other Persons The Non-Financial Interests of Other Persons Making a Declaration Frequent Declaration of Interests Dispensations Section 6: Lobbying and Access to Members of Public Bodies Introduction Rules and Guidance Annexes Annex A: Sanctions Available to the Standards Commission for Breach of
Code Annex B: Definitions SECTION 1: INTRODUCTION TO THE CODE OF CONDUCT 1.1 The Scottish public has a high expectation of those who serve on the boards of
public bodies and the way in which they should conduct themselves in undertaking their duties. You must meet those expectations by ensuring that your conduct is above reproach.
1.2 The Ethical Standards in Public Life etc. (Scotland) Act 2000, “the Act”, provides
for Codes of Conduct for local authority councillors and members of relevant public bodies; imposes on councils and relevant public bodies a duty to help their members to comply with the relevant code; and establishes a Standards Commission for Scotland, “The Standards Commission” to oversee the new framework and deal with alleged breaches of the codes.
1.3 The Act requires the Scottish Ministers to lay before Parliament a Code of
Conduct for Councillors and a Model Code for Members of Devolved Public Bodies. The Model Code for members was first introduced in 2002 and has now been revised in December 2013 following consultation and the approval of the Scottish Parliament. These revisions will make it consistent with the relevant parts of the Code of Conduct for Councillors, which was revised in 2010 following the approval of the Scottish Parliament.
1.4 As a member of “the Board” of SCOTTISH NATURAL HERITAGE (SNH), it is
your responsibility to make sure that you are familiar with, and that your actions comply with, the provisions of this Code of Conduct which has now been made by the Board.
Appointments to the Boards of Public Bodies 1.5 Public bodies in Scotland are required to deliver effective services to meet the
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needs of an increasingly diverse population. In addition, the Scottish Government’s equality outcome on public appointments, is to ensure that Ministerial appointments are more diverse than at present. In order to meet both of these aims, SNH’s board should ideally be drawn from varied backgrounds with a wide spectrum of characteristics, knowledge and experience. It is crucial to the success of public bodies that they attract the best people for the job and therefore it is essential that a board appointments processes should encourage as many suitable people to apply for positions and be free from unnecessary barriers. You should therefore be aware of the varied roles and functions of the public body on which you serve and of wider diversity and equality issues. You should also take steps to familiarise yourself with the appointment process that SNH has agreed with the Scottish Government’s Public Appointment Centre of Expertise.
1.6 You should also familiarise yourself with how SNH’s policy operates in relation
to succession planning, which should ensure SNH has a strategy to make sure they have the staff in place with the skills, knowledge and experience necessary to fulfil their role economically, efficiently and effectively.
Guidance on the Code of Conduct 1.7 You must observe the rules of conduct contained in this Code. It is your
personal responsibility to comply with these and review regularly, and at least annually, your personal circumstances with this in mind, particularly when your circumstances change. You must not at any time advocate or encourage any action contrary to the Code of Conduct.
1.8 The Code has been developed in line with the key principles listed in Section 2
and provides additional information on how the principles should be interpreted and applied in practice. The Standards Commission may also issue guidance. No Code can provide for all circumstances and if you are uncertain about how the rules apply, you should seek advice from the Head of Senior Management Unit. You may also choose to consult your own legal advisers and, on detailed financial and commercial matters, seek advice from other relevant professionals.
1.9 You should familiarise yourself with the Scottish Government publication “On
Board – a guide for board members of public bodies in Scotland”. This publication will provide you with information to help you in your role as a member of a public body in Scotland and can be viewed on the Scottish Government website.
Enforcement 1.10 Part 2 of the Ethical Standards in Public Life etc. (Scotland) Act 2000 sets out the
provisions for dealing with alleged breaches of this Code of Conduct and where appropriate the sanctions that will be applied if the Standards Commission finds that there has been a breach of the Code. Those sanctions are outlined in Annex A.
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SECTION 2: KEY PRINCIPLES OF THE CODE OF CONDUCT 2.1 The general principles upon which this Code is based should be used for
guidance and interpretation only. These general principles are:
Duty You have a duty to uphold the law and act in accordance with the law and the public trust placed in you. You have a duty to act in the interests of the public body of which you are a member and in accordance with the core functions and duties of that body.
Selflessness You have a duty to take decisions solely in terms of public interest. You must not act in order to gain financial or other material benefit for yourself, family or friends.
Integrity You must not place yourself under any financial, or other, obligation to any individual or organisation that might reasonably be thought to influence you in the performance of your duties.
Objectivity You must make decisions solely on merit and in a way that is consistent with the functions of the public body when carrying out public business including making appointments, awarding contracts or recommending individuals for rewards and benefits.
Accountability and Stewardship You are accountable for your decisions and actions to the public. You have a duty to consider issues on their merits, taking account of the views of others and must ensure that the public body uses its resources prudently and in accordance with the law.
Openness You have a duty to be as open as possible about your decisions and actions, giving reasons for your decisions and restricting information only when the wider public interest clearly demands.
Honesty You have a duty to act honestly. You must declare any private interests relating to your public duties and take steps to resolve any conflicts arising in a way that protects the public interest.
Leadership You have a duty to promote and support these principles by leadership and example, and to maintain and strengthen the public’s trust and confidence in the integrity of the public body and its members in conducting public business.
Respect You must respect fellow members of the SNH Board, members of SNH’s Committees and employees of SNH and the role they play, treating them with courtesy at all times. Similarly you must respect members of the public when performing duties as a member of your public body.
2.2 You should apply the principles of this Code to your dealings with fellow Board
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of SNH, its employees and other stakeholders. Similarly you should also observe the principles of this Code in dealings with the public when performing duties as a member of the public body.
SECTION 3: GENERAL CONDUCT 3.1 The rules of good conduct in this section must be observed in all situations
where you act as a member of SNH. Conduct at Meetings 3.2 You must respect the chair, your colleagues and employees of the public body in
meetings. You must comply with rulings from the chair in the conduct of the business of these meetings.
Relationship with Board Members and Employees of SNH (including those employed by contractors providing services)
3.3 You will treat your fellow board & Committee members and any staff employed
by the body with courtesy and respect. It is expected that fellow board & Committee members and employees will show you the same consideration in return. It is good practice for employers to provide examples of what is unacceptable behaviour in their organisation. Public bodies should promote a safe, healthy and fair working environment for all. As a board member you should be familiar with the policies of the public body in relation to bullying and harassment in the workplace and also lead by exemplar behaviour.
Remuneration, Allowances and Expenses 3.4 You must comply with any rules of the public body regarding remuneration,
allowances and expenses. Gifts and Hospitality 3.5 You must not accept any offer by way of gift or hospitality which could give rise
to real or substantive personal gain or a reasonable suspicion of influence on your part to show favour, or disadvantage, to any individual or organisation. You should also consider whether there may be any reasonable perception that any gift received by your spouse or cohabitee or by any company in which you have a controlling interest, or by a partnership of which you are a partner, can or would influence your judgement. The term “gift” includes benefits such as relief from indebtedness, loan concessions or provision of services at a cost below that generally charged to members of the public.
3.6 You must never ask for gifts or hospitality. 3.7 You are personally responsible for all decisions connected with the offer or
acceptance of gifts or hospitality offered to you and for avoiding the risk of damage to public confidence in SNH. As a general guide, it is usually appropriate to refuse offers except:
(a) Isolated gifts of a trivial character, the value of which must not
exceed £50; (b) Normal hospitality associated with your duties and which would
reasonably be regarded as appropriate; or
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(c) Gifts received on behalf of SNH. 3.8 You must not accept any offer of a gift or hospitality from any individual or
organisation which stands to gain or benefit from a decision SNH may be involved in determining, or who is seeking to do business with your organisation, and which a person might reasonably consider could have a bearing on your judgement. If you are making a visit in your capacity as a member of SNH then, as a general rule, you should ensure that SNH pays for the cost of the visit.
3.9 You must not accept repeated hospitality or repeated gifts from the same
source. 3.10 SNH is a devolved public body so Members should familiarise themselves with
the terms of the Bribery Act 2010 which provides for offences of bribing another person and offences relating to being bribed.
Confidentiality Requirements 3.11 There may be times when you will be required to treat discussions, documents
or other information relating to the work of the body in a confidential manner. You will often receive information of a private nature which is not yet public, or which perhaps would not be intended to be public. You must always respect the confidential nature of such information and comply with the requirement to keep such information private.
3.12 It is unacceptable to disclose any information to which you have privileged
access, for example derived from a confidential document, either orally or in writing. In the case of other documents and information, you are requested to exercise your judgement as to what should or should not be made available to outside bodies or individuals. In any event, such information should never be used for the purposes of personal or financial gain, or for political purposes or used in such a way as to bring the public body into disrepute.
Use of Public Body Facilities 3.13 Members of public bodies must not misuse facilities, equipment, stationery,
telephony, computer, information technology equipment and services, or use them for party political or campaigning activities. Use of such equipment and services etc. must be in accordance with SNH’s policy and rules on their usage. Care must also be exercised when using social media networks not to compromise your position as a member of the public body.
Appointment to Partner Organisations 3.14 You may be appointed, or nominated by SNH, as a member of another body or
organisation. If so, you are bound by the rules of conduct of these organisations and should observe the rules of this Code in carrying out the duties of that body.
3.15 Members who become directors of companies as nominees of their public body
will assume personal responsibilities under the Companies Acts. It is possible that conflicts of interest can arise for such members between the company and the public body. It is your responsibility to take advice on your responsibilities to
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the public body and to the company. This will include questions of declarations of interest.
SECTION 4: REGISTRATION OF INTERESTS 4.1 The following paragraphs set out the kinds of interests, financial and otherwise
which you have to register. These are called “Registerable Interests”. You must, at all times, ensure that these interests are registered, when you are appointed and whenever your circumstances change in such a way as to require change or an addition to your entry in the Register kept by SNH. It is your duty to ensure any changes in circumstances are reported within one month of them changing.
4.2 The Regulations as amended describe the detail and timescale for registering interests. It is your personal responsibility to comply with these regulations and you should review regularly and at least once a year your personal circumstances. Annex B contains key definitions and explanatory notes to help you decide what is required when registering your interests under any particular category. The interests which require to be registered are those set out in the following paragraphs and relate to you. It is not necessary to register the interests of your spouse or cohabitee.
Category One: Remuneration 4.3 You have a Registerable Interest where you receive remuneration by virtue of
being: • Employed; • Self-employed; • The holder of an office; • A director of an undertaking; • A partner in a firm; or • Undertaking a trade, profession or vocation or any other work. 4.4 In relation to 4.3 above, the amount of remuneration does not require to be
registered and remuneration received as a member does not have to be registered.
4.5 If a position is not remunerated it does not need to be registered under this
category. However, unremunerated directorships may need to be registered under category two, “Related Undertakings”.
4.6 If you receive any allowances in relation to membership of any organisation, the
fact that you receive such an allowance must be registered. 4.7 When registering employment, you must give the name of the employer, the
nature of its business, and the nature of the post held in the organisation. 4.8 When registering self-employment, you must provide the name and give details
of the nature of the business. When registering an interest in a partnership, you must give the name of the partnership and the nature of its business.
4.9 Where you undertake a trade, profession or vocation, or any other work, the
detail to be given is the nature of the work and its regularity. For example, if you write for a newspaper, you must give the name of the publication, and the
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frequency of articles for which you are paid. 4.10 When registering a directorship, it is necessary to provide the registered name
of the undertaking in which the directorship is held and the nature of its business.
4.11 Registration of a pension is not required as this falls outside the scope of the
category. Category Two: Related Undertakings 4.12 You must register any directorships held which are themselves not remunerated
but where the company (or other undertaking) in question is a subsidiary of, or a parent of, a company (or other undertaking) in which you hold a remunerated directorship.
4.13 You must register the name of the subsidiary or parent company or other
undertaking and the nature of its business, and its relationship to the company or other undertaking in which you are a director and from which you receive remuneration.
4.14 The situations to which the above paragraphs apply are as follows: • You are a director of a board of an undertaking and receive remuneration
declared under category one – and • You are a director of a parent or subsidiary undertaking but do not receive
remuneration in that capacity. Category Three: Contracts 4.15 You have a registerable interest where you (or a firm in which you are a partner,
or an undertaking in which you are a director or in which you have shares of a value as described in paragraph 4.19 below) have made a contract with SNH:
(i) Under which goods or services are to be provided, or works are to be executed; and
(ii) Which has not been fully discharged. 4.16 You must register a description of the contract, including its duration, but
excluding the consideration. Category Four: Houses, Land and Buildings 4.17 You have a registerable interest where you own or have any other right or
interest in houses, land and buildings, which may be significant to, of relevance to, or bear upon, the work and operation of SNH.
4.18 The test to be applied when considering appropriateness of registration is to ask
whether a member of the public acting reasonably might consider any interests in houses, land and buildings could potentially affect your responsibilities to the organisation to which you are appointed and to the public, or could influence your actions, speeches or decision making.
Category Five: Interest in Shares and Securities
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4.19 You have a registerable interest where you have an interest in shares comprised in the share capital of a company or other body which may be significant to, of relevance to, or bear upon, the work and operation of (a) SNH and (b) the nominal value of the shares is:
(i) greater than 1% of the issued share capital of the company or
other body; or (ii) greater than £25,000.
Where you are required to register the interest, you should provide the registered name of the company in which you hold shares; the amount or value of the shares does not have to be registered.
Category Six: Gifts and Hospitality 4.20 You must register the details of any gifts or hospitality received within your
current term of office. This record – maintained by SNH - will be available for public inspection. It is not however necessary to record any gifts or hospitality as described in paragraph 3.7 (a) to (c) of The Code of Conduct for Board Members. (News and Information Notice A1253154 also refers). Contact SMU for advice on how to register gifts and hospitality.
Category Seven: Non–Financial Interests 4.21 You may also have a registerable interest if you have non-financial interests
which may be significant to, of relevance to, or bear upon, the work and operation of SNH. It is important that relevant interests such as membership or holding office in other public bodies, clubs, societies and organisations such as trades unions and voluntary organisations, are registered and described.
4.22 In the context of non-financial interests, the test to be applied when considering
appropriateness of registration is to ask whether a member of the public might reasonably think that any non-financial interest could potentially affect your responsibilities to the organisation to which you are appointed and to the public, or could influence your actions, speeches or decision-making.
SECTION 5: DECLARATION OF INTERESTS General 5.1 The key principles of the Code, especially those in relation to integrity, honesty
and openness, are given further practical effect by the requirement for you to declare certain interests in proceedings of the public body. Together with the rules on registration of interests, this ensures transparency of your interests which might influence, or be thought to influence, your actions.
5.2 Public bodies inevitably have dealings with a wide variety of organisations and
individuals and this Code indicates the circumstances in which a business or personal interest must be declared. Public confidence in SNH and its members depends on it being clearly understood that decisions are taken in the public interest and not for any other reason.
5.3 In considering whether to make a declaration in any proceedings, you must
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consider not only whether you will be influenced but whether anybody else would think that you might be influenced by the interest. You must, however, always comply with the objective test (“the objective test”) which is whether a member of the public, with knowledge of the relevant facts, would reasonably regard the interest as so significant that it is likely to prejudice your discussion or decision making in your role as a member of SNH.
5.4 If you feel that, in the context of the matter being considered, your involvement
is neither capable of being viewed as more significant than that of an ordinary member of the public, nor likely to be perceived by the public as wrong, you may continue to attend the meeting and participate in both discussion and voting. The relevant interest must however be declared. It is your responsibility to judge whether an interest is sufficiently relevant to particular proceedings to require a declaration and you are advised to err on the side of caution. If a member is unsure as to whether a conflict of interest exits, they should seek advice from the SNH Chairman.
5.5 As a member of a public body you might serve on other bodies. In relation to
service on the boards and management committees of limited liability companies, public bodies, societies and other organisations, you must decide, in the particular circumstances surrounding any matter, whether to declare an interest. Only if you believe that, in the particular circumstances, the nature of the interest is so remote or without significance, should it not be declared. You must always remember the public interest points towards transparency and, in particular, a possible divergence of interest between your public body and another body. Keep particularly in mind the advice in paragraph 3.15 of this Model Code about your legal responsibilities to any limited company of which you are a director.
Interests which Require Declaration 5.6 Interests which require to be declared if known to you may be financial or non-
financial. They may or may not cover interests which are registerable under the terms of this Code. Most of the interests to be declared will be your personal interests but, on occasion, you will have to consider whether the interests of other persons require you to make a declaration. The paragraphs which follow deal with (a) your financial interests (b) your non-financial interests and (c) the interests, financial and non-financial, of other persons.
5.7 You will also have other private and personal interests and may serve, or be
associated with, bodies, societies and organisations as a result of your private and personal interests and not because of your role as a member of a public body. In the context of any particular matter you will need to decide whether to declare an interest. You should declare an interest unless you believe that, in the particular circumstances, the interest is too remote or without significance. In reaching a view on whether the objective test applies to the interest, you should consider whether your interest (whether taking the form of association or the holding of office) would be seen by a member of the public acting reasonably in a different light because it is the interest of a person who is a member of a public body as opposed to the interest of an ordinary member of the public.
Your Financial Interests 5.8 You must declare, if it is known to you, any financial interest (including any
financial interest which is registerable under any of the categories prescribed in
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Section 4 of this Code).
There is no need to declare an interest which is so remote or insignificant that it could not reasonably be taken to fall within the objective test.
You must withdraw from the meeting room until discussion of the relevant item where you have a declarable interest is concluded. There is no need to withdraw in the case of an interest which is so remote or insignificant that it could not reasonably be taken to fall within the objective test.
Your Non-Financial Interests 5.9 You must declare, if it is known to you, any non-financial interest if: (i) that interest has been registered under category seven (Non-
Financial Interests) of Section 4 of the Code; or (ii) that interest would fall within the terms of the objective test.
There is no need to declare an interest which is so remote or insignificant that it could not reasonably be taken to fall within the objective test.
You must withdraw from the meeting room until discussion of the relevant item where you have a declarable interest is concluded. There is no need to withdraw in the case of an interest which is so remote or insignificant that it could not reasonably be taken to fall within the objective test.
The Financial Interests of Other Persons 5.10 The Code requires only your financial interests to be registered. You also,
however, have to consider whether you should declare any financial interest of certain other persons.
You must declare if it is known to you any financial interest of:- (i) A spouse, a civil partner or a co-habitee; (ii) A close relative, close friend or close associate; (iii) An employer or a partner in a firm; (iv) A body (or subsidiary or parent of a body) of which you are a
remunerated member or director; (v) A person from whom you have received a registerable gift or
registerable hospitality; (vi) A person from whom you have received registerable expenses.
There is no need to declare an interest if it is so remote or insignificant that it could not reasonably be taken to fall within the objective test.
You must withdraw from the meeting room until discussion of and voting on the relevant item where you have a declarable interest is concluded. There is no need to withdraw in the case of an interest which is so remote or insignificant that it could not reasonably be taken to fall within the objective test.
5.11 This Code does not attempt the task of defining “relative” or “friend” or
“associate”. Not only is such a task fraught with difficulty but is also unlikely
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that such definitions would reflect the intention of this part of the Code. The key principle is the need for transparency in regard to any interest which might (regardless of the precise description of relationship) be objectively regarded by a member of the public, acting reasonably, as potentially affecting your responsibilities as a member of the public body and, as such, would be covered by the objective test.
The Non-Financial Interests of Other Persons 5.12 You must declare if it is known to you any non-financial interest of:- (i) A spouse, a civil partner or a co-habitee; (ii) A close relative, close friend or close associate; (iii) An employer or a partner in a firm; (iv) A body (or subsidiary or parent of a body) of which you are a
remunerated member or director; (v) A person from whom you have received a registerable gift or
registerable hospitality; (vi) A person from whom you have received registerable election
expenses.
There is no need to declare the interest if it is so remote or insignificant that it could not reasonably be taken to fall within the objective test.
There is only a need to withdraw from the meeting if the interest is clear and substantial.
Making a Declaration 5.13 You must consider at the earliest stage possible whether you have an interest to
declare in relation to any matter which is to be considered. You should consider whether agendas for meetings raise any issue of declaration of interest. Your declaration of interest must be made as soon as practicable at a meeting where that interest arises. If you do identify the need for a declaration of interest only when a particular matter is being discussed you must declare the interest as soon as you realise it is necessary.
5.14 The oral statement of declaration of interest should identify the item or items of
business to which it relates. The statement should begin with the words “I declare an interest”. The statement must be sufficiently informative to enable those at the meeting to understand the nature of your interest but need not give a detailed description of the interest.
Frequent Declarations of Interest 5.15 Public confidence in a public body is damaged by perception that decisions
taken by that body are substantially influenced by factors other than the public interest. If you would have to declare interests frequently at meetings in respect of your role as a board member you should not accept a role or appointment with that attendant consequence. If members are frequently declaring interests at meetings then they should consider whether they can carry out their role effectively and discuss with their Chair. Similarly, if any appointment or nomination to another body would give rise to objective concern because of your existing personal involvement or affiliations, you should not accept the
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appointment or nomination. Dispensations 5.16 In some very limited circumstances dispensations can be granted by the
Standards Commission in relation to the existence of financial and non-financial interests which would otherwise prohibit you from taking part and voting on matters coming before the SNH Board.
5.17 Applications for dispensations will be considered by the Standards Commission
and should be made as soon as possible in order to allow proper consideration of the application in advance of meetings where dispensation is sought. You should not take part in the consideration of the matter in question until the application has been granted.
SECTION 6: LOBBYING AND ACCESS TO MEMBERS OF PUBLIC BODIES Introduction 6.1 In order for the public body to fulfil its commitment to being open and
accessible, it needs to encourage participation by organisations and individuals in the decision-making process. Clearly however, the desire to involve the public and other interest groups in the decision-making process must take account of the need to ensure transparency and probity in the way in which SNH conducts its business.
6.2 You will need to be able to consider evidence and arguments advanced by a
wide range of organisations and individuals in order to perform your duties effectively. Some of these organisations and individuals will make their views known directly to individual members. The rules in this Code set out how you should conduct yourself in your contacts with those who would seek to influence you. They are designed to encourage proper interaction between members of public bodies, those they represent and interest groups.
Rules and Guidance 6.3 You must not, in relation to contact with any person or organisation that lobbies
do anything which contravenes this Code or any other relevant rule of the public body or any statutory provision.
6.4 You must not, in relation to contact with any person or organisation who lobbies,
act in any way which could bring discredit upon the public body. 6.5 The public must be assured that no person or organisation will gain better
access to or treatment by, you as a result of employing a company or individual to lobby on a fee basis on their behalf. You must not, therefore, offer or accord any preferential access or treatment to those lobbying on a fee basis on behalf of clients compared with that which you accord any other person or organisation who lobbies or approaches you. Nor should those lobbying on a fee basis on behalf of clients be given to understand that preferential access or treatment, compared to that accorded to any other person or organisation, might be forthcoming from another member of SNH.
6.6 Before taking any action as a result of being lobbied, you should seek to satisfy
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yourself about the identity of the person or organisation that is lobbying and the motive for lobbying. You may choose to act in response to a person or organisation lobbying on a fee basis on behalf of clients but it is important that you know the basis on which you are being lobbied in order to ensure that any action taken in connection with the lobbyist complies with the standards set out in this Code.
6.7 You should not accept any paid work:- (a) Which would involve you lobbying on behalf of any person or
organisation or any clients of a person or organisation. (b) To provide services as a strategist, adviser or consultant, for example, advising
on how to influence SNH and its members. This does not prohibit you from being remunerated for activity which may arise because of, or relate to, membership of the public body, such as journalism or broadcasting, or involvement in representative or presentational work, such as participation in delegations, conferences or other events.
6.8 If you have concerns about the approach or methods used by any person or
organisation in their contacts with you, you must seek the guidance of SNH Chairman.
ANNEX A SANCTIONS AVAILABLE TO THE STANDARDS COMMISSION FOR BREACH OF THE CODE BY BOARD MEMBERS (a) Censure – the Commission may reprimand the member but otherwise take no
action against them; (b) Suspension – of the member for a maximum period of one year from attending
one or more, but not all, of the following: i) All meetings of the public body; ii) All meetings of one or more committees or sub-committees of
the public body; (iii) All meetings of any other public body on which that member is a
representative or nominee of the public body of which they are a member.
(c) Suspension – for a period not exceeding one year, of the member’s entitlement
to attend all of the meetings referred to in (b) above; (d) Disqualification – removing the member from membership of that public body for
a period of no more than five years.
Where a member has been suspended, the Standards Commission may direct that any remuneration or allowance received from membership of that public body be reduced, or not paid. Where the Standards Commission disqualifies a member of a public body, it may go on to impose the following further sanctions:
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(a) Where the member of a public body is also a councillor, the Standards Commission may disqualify that member (for a period of no more than five years) from being nominated for election as, or from being elected, a councillor. Disqualification of a councillor has the effect of disqualifying that member from their public body and terminating membership of any committee, sub-committee, joint committee, joint board or any other body on which that member sits as a representative of their local authority.
(b) Direct that the member be removed from membership, and disqualified in
respect of membership, of any other devolved public body (provided the members’ code applicable to that body is then in force) and may disqualify that person from office as the Water Industry Commissioner.
In some cases the Standards Commission do not have the legislative powers to deal
with sanctions, for example if the respondent is an executive member of the board or appointed by the Queen. Sections 23 and 24 of the Ethical Standards in Public Life etc. (Scotland) Act 2000 refer.
Full details of the sanctions are set out in Section 19 of the Act. ANNEX B DEFINITIONS “Chair” includes Board Convener or any person discharging similar functions under alternative decision making structures. “Code” code of conduct for members of devolved public bodies “Cohabitee” includes a person, whether of the opposite sex or not, who is living with you in a relationship similar to that of husband and wife. “Group of companies” has the same meaning as “group” in section 262(1) of the Companies Act 1985. A “group”, within s262 (1) of the Companies Act 1985, means a parent undertaking and its subsidiary undertakings. “Parent Undertaking” is an undertaking in relation to another undertaking, a subsidiary undertaking, if a) it holds a majority of the rights in the undertaking; or b) it is a member of the undertaking and has the right to appoint or remove a majority of its board of directors; or c) it has the right to exercise a dominant influence over the undertaking (i) by virtue of provisions contained in the undertaking’s memorandum or articles or (ii) by virtue of a control contract; or d) it is a councillor of the undertaking and controls alone, pursuant to an agreement with other shareholders or councillors, a majority of the rights in the undertaking. “A person” means a single individual or legal person and includes a group of companies. “Any person” includes individuals, incorporated and unincorporated bodies, trade unions, charities and voluntary organisations. “Public body” means a devolved public body listed in Schedule 3 of the Ethical Standards in Public Life etc. (Scotland) Act 2000, as amended. “Related Undertaking” is a parent or subsidiary company of a principal undertaking of which you are also a director. You will receive remuneration for the principal
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undertaking though you will not receive remuneration as director of the related undertaking. “Remuneration” includes any salary, wage, share of profits, fee, expenses, other monetary benefit or benefit in kind. This would include, for example, the provision of a company car or travelling expenses by an employer. “Spouse” does not include a former spouse or a spouse who is living separately and apart from you. “Undertaking” means: a) A body corporate or partnership; or b) An unincorporated association carrying on a trade or business, with or without a
view to a profit.
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CHAPTER 12 APPRAISING THE PERFORMANCE OF BOARD AND COMMITTEE MEMBERS OVERVIEW
1. This chapter outlines the processes that are in place for appraising the performance of the Board and Committee Members.
2. The appraisal process is supported by the Senior Management Unit. At the SNH
Chairman’s request we start the process on 1 April. For the Board:
The Board periodically reviews its performance collectively.
The performance of individual Board Members is reviewed annually and the procedure for is set out in the chapter ‘Appraisal Process’.
For the Committees:
If a Committees wishes to review its performance collectively the process by which that may take place is agreed by its Chair/Members.
The performance of individual Board Members is reviewed annually and the procedure for is set out in the chapter ‘Appraisal Process’.
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Chapter 12a) APPRAISAL PROCESS FOR BOARD MEMBERS Background 1. SNH applies the best practice guidelines outlined in the Code of Practice for Ministerial
Appointments to Public Bodies in Scotland. This necessitates us having in place and implementing a regular and transparent performance appraisal process, the outcome of which is recorded and provides evidence on which to base a decision to re-appoint.
2. The words ‘regular and transparent’ emphasise that performance appraisal should be
ongoing and not merely carried out just prior to the decision on re-appointment.
3. Self evidently, performance appraisals also serve an important function for both the individual Board Member and for SNH. Ongoing assessment provides Board Members with regular feedback and gives them the opportunity to reflect on their performance in a structured way and consider possible areas for improvement. It also offers the opportunity to recognise their contribution and provide motivation for future good performance.
The appraisal form 4. The appraisal form is designed to help secure consistent and high standards of
performance appraisal for Board Members. The Assessor 5. Board Members are normally appraised by the Chairman.
Guidance on the process
Appraisals should be carried out on an open and transparent basis and they should remain confidential between the parties involved.
The appraisal process should take place at least once a year. However feedback must be an ongoing process undertaken throughout the year. Any end-year assessment must not come as a surprise to the Board Member.
Reference should be made to the criteria used to make the appointment to the role of Board Member. The role and person specification should be consulted.
Consideration should be given to the Board Member’s key objectives and the link between them and the contribution expected by the Board Member in achieving them.
Appraisals should be evidence-based with examples given for each conclusion drawn.
The assessor should discuss the results of Board Member at least 2 weeks notice of the appraisal discussion and sufficient time within that timescale to consider the detail of the proposed report.
The Chairman should discuss development opportunities for individual Board Members to ensure that he/she has the requisite range of skills necessary to function effectively.
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When considering the re-appointment of a Board member, the advice to Ministers should take account of all the appraisals carried out during the term of appointment rather than just the last one of the sequence.
Appraisals should still be conducted for those Members serving their second or last term of appointment on the basis that this arrangement remains of benefit to both the Board and individual and offers the opportunity for an overview of the appointment.
360 degree feedback and self assessment 6. To provide broader input into the assessment, Board Members request 360 degree
feedback from a small number of other Board Members and members of Management Team. Feedback is attributable. Comments from colleagues are helpful however it does require colleagues to be frank and there is an opportunity to follow up in person where further discussion would be useful.
6. In addition, individual Board Members contribute their own evidence based input to the
process. Continuing Professional Development (CPD) 7. The Board supports CPD and Board Members discuss their CPD with the Chairman
through the appraisal process. Whilst Board Members generally derive their CPD from other work outside SNH, although some structured CPD through SNH may be of value, for example attending seminars on particular topics, or arranging visits/attending events to increase understanding of SNH’s work.
The allocation of tasks and responsibilities to Board Members 9. The allocation of tasks and responsibilities to Board Members is set out in the Ways of
Working Guidance. Individual Board Members’ work outside meetings is clarified with the Chairman through the appraisal process and information is circulated to Board Members and Management Team to facilitate a coordinated approach and to raise awareness.
Timetable for the appraisal
Chairman agrees with Board Members the names of the people
(usually 4) they would like to ask for 360 degree feedback
First week of April
Chairman sends out request to those nominated to give feedback
and self-appraisal form to appraisee
Mid April
Those nominated to give feedback directly to appraisee cc to
Chairman
End April
Appraisee completes first part of the appraisal form - the self
assessment - and returns it to the Chairman
First week of May
Chairman completes the second part of the appraisal form - ‘Overall
Summary and assessment of suitability for Reappointment’ -
During May
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and returns it to the appraisee
Chairman and appraisee discuss the appraisal and sign off the form
During June
Appraisal completed, and Chairman sends copy to SMU
End June
SMU sends copy of second part of appraisal to Sponsor Team
Mid July
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Chapter 12b)
FORM FOR ASSESSMENT OF BOARD MEMBER’S PERFORMANCE
FOR THE PERIOD 1 APRIL 20__ TO 31 MARCH 20__
Name of Board Member
Period of Report: From To
Term of current appointment:
Start date: End date:
This is a *first/second term of appointment (*please delete as appropriate)
PART I - SELF ASSESSMENT
1. Attendance and Commitment
1. Attendance and contribution:
Attends board meetings well prepared to contribute.
Demonstrates a sound knowledge of the organisation, its aims and strategies.
2. Continuous Professional Development:
Recognises areas where their contribution could be enhanced.
Seeks and uses development opportunities to good effect.
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2. Contribution to Work of Board/SNH
3. Areas Not Otherwise Covered
3. Adds value:
Uses own expertise and knowledge in meetings to inform and bring benefits to the organisation.
Demonstrates and challenges assertively and constructively to good effect.
Contributes creatively to strategy and policy development and offers sound reasoned opinion.
Contributes to governance issues, using experience and knowledge to good effect.
4. Working relationships:
Works well with other Board and Management Team members; sets an example for collaboration
and team working.
Is open to new ideas; is supportive and inspires others to be courageous within the boundaries of
the SNH remit.
Acts as an ambassador for SNH; represents the organisation positively across a range of contacts.
Builds useful relationships outside SNH; uses networks effectively to enhance his/her contribution.
5. Other roles:
Makes an effective contribution to the work of Board Committees (for example ARMC, SAC, PAC,) or
other projects.
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PART II – COMPLETED BY CHAIRMAN OF SCOTTISH NATURAL HERITAGE
(CC SPONSOR TEAM)
1. Overall Summary of Appraisal and Assessment of Suitability for Re-Appointment
Name of Board Member: ___________________________________________________
Term of current appointment
Start date: ___________________ End date: _________________________
This is a * first/second term of appointment
(* please delete as appropriate)
The following markings should be used to assess overall performance of the member of the board:
1 = Very satisfactory 2 = Satisfactory 3 = Unsatisfactory
Comments in this section must provide an accurate summary, including strengths and any weaknesses in performance (with specific examples), of the Chair’s formal appraisal of the member. In framing the comments the Chair should consider attendance at Council meetings; contribution to Council and working group meetings and business, team working, contribution to strategy/policy formulation, contribution to governance issues and ability to build constructive relationships outside the organisation. If there are any areas where performance is unsatisfactory, the Chair should briefly describe the steps that have been agreed to address this.
Overall Marking
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2. Suitability for Re-appointment
Please complete this section and provide specific reasons for your decision on suitability for reappointment.
I confirm that is
* suitable/not suitable for reappointment *(delete as appropriate)
3. Signatures
The form should now be signed and dated by:
The Chairman: Name Signature ________________________ Date .
The Board Member Name Signature __________________________ Date ________________
Comments:
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Chapter 12c) APPRAISAL PROCESS FOR SAC MEMBERS
Background
1. SNH applies the best practice guidelines outlined in the Scottish Government’s manual
on Making Public Appointments. This necessitates us having in place and implementing a regular and transparent performance appraisal process, the outcome of which is recorded and provides evidence on which to base a decision to re-appoint.
2. The words ‘regular and transparent’ emphasise that performance appraisal should be
ongoing and not merely carried out just prior to the decision on re-appointment.
3. Self evidently, performance appraisals also serve an important function for both the individual SAC Member and for SNH. Ongoing assessment provides SAC Members with regular feedback and gives them the opportunity to reflect on their performance in a structured way and consider possible areas for improvement. It also offers the opportunity to recognise their contribution and provide motivation for future good performance.
The appraisal form
4. The appraisal form is designed to help secure consistent and high standards of
performance appraisal for SAC Members.
The Assessor
5. SAC Members are normally appraised by the SAC Chairman, in consultation with the
Director of Policy & Advice who also has regular contact with the SAC Members.
Guidance on the process
Appraisals should be carried out on an open and transparent basis and they should remain confidential between the parties involved.
The appraisal process should take place at least once a year. However feedback must be an ongoing process undertaken throughout the year. Any end-year assessment must not come as a surprise to the SAC Member.
Reference should be made to the criteria used to make the appointment to the role of SAC Member. The role and person specification should be consulted.
Consideration should be given to the SAC Member’s key objectives and the link between them and the contribution expected by the SAC Member in achieving them.
Appraisals should be evidence-based with examples given for each conclusion drawn.
The assessor should discuss the results of any performance appraisal with the individual involved. The assessor should give the SAC Member at least 2 weeks notice of the appraisal discussion and sufficient time within that timescale to consider the detail of the proposed report.
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The SAC Chairman should discuss development opportunities for individual SAC Members to ensure that he/she has the requisite range of skills necessary to function effectively.
When considering the re-appointment of a SAC Member, the advice to the Board should take account of all the appraisals carried out during the term of appointment rather than just the last one of the sequence.
Appraisals should still be conducted for those SAC Members serving their second or last term of appointment on the basis that this arrangement remains of benefit to both the Coordinator and individual and offers the opportunity for an overview of the appointment.
Self assessment
6. There is an element of self assessment within the appraisal, in order that individual SAC Members can contribute their own evidence based input to the process.
Continuing Professional Development (CPD)
7. SAC Members discuss their CPD with the SAC Chair through the appraisal process. Whilst SAC Members generally derive their CPD from other work outside SNH, some structured CPD through SNH may be of value, for example attending seminars on particular topics, or arranging visits/attending events to increase understanding of SNH’s work.
Timetable for the appraisal
SMU sends out the self-appraisal form to the appraisee First week of April
Appraisee completes the self assessment part of the form & returns it to SMU Mid April
SMU sends the appraisal forms to the SAC Chairman
End April
SAC Chairman completed forms in consultation with Director Policy & Advice and returns forms to SMU
During May
SMU sends appraisal forms to SAC members During May
Appraisee reviews the form and returns a signed copy to SMU Mid June
SAC Chair contacts the appraisee to discuss the appraisal End June
Chairman signs the form and returns it to SMU
During July
Appraisal completed. End July
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ASSESSMENT OF SAC MEMBER’S PERFORMANCE
FOR THE PERIOD 1 APRIL 20__ TO 31 MARCH 20__ Name of SAC Member
Period of Report: From To
Term of current appointment:
Start date: End date:
This is a *first/second term of appointment (*please delete as appropriate)
Signatures following discussion of the report
The SAC Member Signature
Date
The SAC Chairman Signature Date
Once completed, please return this form to: The Committees Co-ordinator, Senior Management Unit
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1. Outline the contribution you have made this year to achieving the objectives as outlined in the Terms of Reference for SAC Members.
(Comments should include:
o Your successes and also any dependencies and constraints that have held back progress. o How you have been effectiveness in building and maintaining constructive relationships with key external
contacts and other SAC Members and staff. o How you have made an effective contribution to SAC Meetings and other events.)
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Chairman’s comments:
2. Note any suggestions as to how your role and contribution might be enhanced.
Chairman’s comments:
Suitability for Re-appointment – to be completed if the SAC’s first term of office is coming to an end during the reporting period.
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The Chairman should complete this section, and provide specific reasons for his/her decision on suitability for reappointment.
*suitable/not suitable for reappointment *(delete as appropriate) Chairman’s comments:
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