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Hinn h nnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnn CONFIDENTIAL DRAFT

RIAS COUNCIL Wednesday 5th June 2019 at 13.00

RIAS Council Room, 15 Rutland Square, Edinburgh, EH1 2BE

Minutes

Present & Apologies 1 2 3 4

= in attendance O no apologies received

6th F

eb 2

019

3rd A

pril

2019

5th J

une

2019

Notes

P = part only - was not/is no longer on Council

A = apology (c) co-opted

S = via skype

Position Name RIAS President Robin Webster OBE PRIAS

Past President Stewart Henderson PPRIAS (SH) P A Aberdeen Richard Slater (RS) Dundee Jon Frullani (JF) A Edinburgh Ben Rainger (BR) O* * * as EAA rep Glasgow Isabel Garriga (IG) O Inverness Stuart Bagshaw (SB) s A Stirling Liliane McGeoch (LM) P Chapter Representatives

Aberdeen Sholto Humphries (SholH) A David Chouman (DChou) P A

Dundee Diarmid McLachlan (DMcL) Ian Muir (IM) -

Edinburgh Charles Strang (CS) - Charles Girdler (CG) O

Nicolas Taggart (NT) - -

Glasgow

Euan Geddes (EG) A A P William Gunn (WG) O O O Michael Jarvis (MJ) P A P Jude Barber (JB) A Vacant

Inverness Shane Rodger (SR) P* P* A * Formerly nationally elected

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Stirling Timothy Crone (TC) - - P

Incorporation Representatives (Nationally Elected)

Richard Atkins (RA) * * * Formerly co-opted Jocelyn Cunliffe (JC) * A* * Formerly co-opted Stephen Miles (SM) - - Gordon G Smith (GS) A* * * Formerly nationally

elected (2016-19)

2018-2021

Gordon Duffy (GD) Malcolm Fraser (MF) P P Helen Lucas (HL) P Ben Scrimgeour (BS) O O

2017-2020

Dr Gordon Anderson (GA) Christine Palmer (CP) Karen Anderson (KA) A Guy Maxwell (GM) - -

RIBA Representatives RIBA President Ben Derbyshire (BD) A A A RIBA Rep: North Fraser Middleton (FM) RIBA Rep: South Kerr Robertson (KR) S

RIBA Nationally Elected Richard Murphy (RM) A A A

Co-options IA&FC Chair Martin McKay (MM) - A Student/Associate Student Rep 1 Vacant Student Rep 2 Vacant Ex-Officio Members ASSA: Chairman TBC ARB Board TBC Observers / In Attendance (no voting rights) Morton Fraser Adrian Bell (AB) - P - Spreng Thomson Lesley Thomson (LT) - - P Chiene + Tait Barry Truswell (BT) - P P Whitelaw Wells Kevin Cattanach KC) - P - Staff Acting Secretary Karen Stevenson (KS) Admin/Minutes Carol-Ann Hildersley (CH) - - - Minute Taker Ed Wellman (Take Note)

Register of Interests and President’s opening remarks. PRIAS welcomed everyone and stated that Leslie Thomson from Spreng Thompson and Barry Truswell from Chiene + Tait would be guests at the meeting for their presentations. He welcomed new members Timothy Crone, Guy Maxwell, Stephen Miles and Nicholas Taggart and noted that Kerr Robertson was joining the meeting via Skype.

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PART A Members were requested to record their attendance by signing the sederunt. Action Twenty-seven Members of Council were in attendance. A.1 Attending and Apologies for Absence Apologies received as noted in the above matrix. PRIAS advised that Council would consider item D.1.12 Strategy Update before the remainder of the agenda.

(NT and HL joined the meeting) D.1.12 Strategy Update Background: Following Council approval of the outline for the RIAS external strategy in April, the Strategy Working Group, comprising chapter representatives and chaired by Karen Anderson, had appointed Spreng Thomson consultants to assist in developing the graphic representation and communication for the strategy. Council were circulated with an initial draft text with some recommendations from the consultants on graphic identity, via a mood board for consideration before the meeting. Presentation: Leslie Thomson provided an update on the strategy with reference to the details that had been circulated to Council via drop box and to an updated graphic ‘sketch book’ illustration of the proposals via a power point presentation. Discussion: • RA asked who the primary audience for the document was? LT answered that it would be

a broad audience of membership, key stakeholders, opinion formers and potential clients. • TC questioned the remit of the document and asked if it would run in parallel to the recently

updated website and if this was part of a suite or stand alone. KS answered that the document should be seen as a stepping-stone to where the RIAS may wish to move to with a visual brand. The document is one of 2 parts and sets out the agenda for the organisation over the next 5 years. The partner document will flesh out the strategy actions in more detail.

• GA commented that clients should not be the target audience if it is flagged as a strategy document.

• RA noted that it depends how they want to be perceived by external bodies. • SM said that the key point was for it to engage people and start a debate, as the outreach

programme for the RIAS is fundamental. • JC suggested that they should discuss the quality of paper, while keeping in mind the

sustainability agenda. She requested that a date of publication be printed on it, although GS suggested a date would make it redundant, that it should be an active document that encourages participation.

• HL stated that the website should be the first point of contact to the RIAS. • SM replied that it's about having a simple, clear message that chimes with younger people,

without being a recruitment drive. • TC said that a social media campaign is also crucial to engage younger clients, to create

an open dialogue back and forth. All agreed that the illustrations should be Scottish.

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Recommendation: Council is asked to consider the progress made as outlined in this paper, and the presentation of the RIAS Strategy at the Council meeting and to:

1. Approve the latest ‘Inspiring’ Strategy narrative for further development (to be presented at the Council meeting);

2. Approve the graphic identity for further development (to be presented at the Council meeting); and

3. Approve the consultation process, timeline and direction of travel for publication. Council voted unanimously to approve all matters. The President thanked LT for her presentation and the SWG for its work.

(LT left the meeting)

A.2 Obituaries Obituaries for Nigel Robert Wedderburn Gillan RIAS, Philip H Spence FRIAS and William (Bill) Ritchie Wellwood RIAS were circulated. Council observed one minute's silence.

A.3 Minutes of the Previous Meetings A.3.01 Minute of Council Meeting on 3rd April 2019 PRIAS led Council through the pages of the minutes and asked for any further comments or clarifications before moving to approve the minute.

• BR noted that in D.1.01, his wording was inaccurate and should have said that RIAS was developing a business plan.

• BR noted a couple of changes to the minute regarding D.3.01. BR noted that the Education Committee should include all education, including the schools and whole life learning. He had also asked if the sustainability committee would be re-started, which led to GD’s reply.

• KR noted that in the session with Adrian Bell, his question was not on confidentiality but on whether the NDA had been arrived at in a proper manner.

The minutes were unanimously approved.

A.4 Matters Arising A.4.01 Matters arising from the Minutes of 3rd April 2019 PRIAS asked KS to go through matters arising. KS confirmed that the majority of matters arising would be covered under agenda items and ran though the actions. The following were noted:

• Minutes and meeting papers procedure had now been approved and the previous minutes were issued in accordance with this procedure.

• Advice on the Burns book is ongoing.

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PRIAS noted that Jude Barber raised the issue of there being only one woman on the expert witness list. He proposed that he would write to invite female members to apply.

PRIAS

PART B PRESIDENT’S REPORT (Verbal) The President’s Diary since the last Council meeting is as follows: April 24 Met with new Chair of A&DS, Ann Allen / Glasgow 25 Attended and addressed the Sustainable Building Conference / Lighthouse Glasgow 29 Met with Dr Valeria Passetti, RIBA VP Membership and Clem Brohier, RIBA Chief Operating Officer along with the Acting Secretary, Past President & Membership Manager / Edinburgh 30 Attended a meeting to discuss an Oil and Gas Decommissioning Competition along with Consultancy Manager, Jennifer Lee and the Acting Secretary / Glasgow May 01 Attended Interim Governance Committee / Edinburgh 01 Attended RIAS Strategy Working Group / Edinburgh 07 Attended Contracts Committee, Edinburgh 15 Attended Interim Governance Committee / Edinburgh 21 Took part in judging of the GIA Student Awards / Glasgow 22 Attended and addressed the SEDA Housing Conference / Edinburgh 23 Attended the APEAS Awards and presented Peter Kahan with his Honorary Fellowship / Glasgow 30 Welcomed the guests at the RIAS Awards Dinner at the Assembly Rooms / Edinburgh 31 Met with David McClean, Head of School at Robert Gordon University / Edinburgh 31 Met with Scott Mackenzie, Director of BDP, re corporate membership / Glasgow The President read out the following report: “We need another meeting with the members of the RIBA. They have strategic themes. They have compulsory CPD. They have mandatory testing and recording. They leave it up to individual members to satisfy professional requirements for CPD. We need to consider whether we follow mandatory testing. Under education, RIBA are making changes. I had a meeting last week with David MacLean the Head of School at Aberdeen, and I have organised a meeting with ASSA later this month to discuss the length and cost of the course. There are 2 courses in the USA run by distance learning. There are apprenticeships. We have an issue on how we educate people with respect to sites. Under research and evaluation, we propose a plan of work. We want to lobby government to get public buildings. We need to know how our products are performing. RIBA also propose a wiki for designing buildings, a repository of knowledge to share. Another strategic theme is the diversity of the workforce, dealing with the gender pay gap. The education outreach to schools. RIBA have 400 architecture ambassadors to primary and secondary schools. A number of Chapters already have ambassadors, but I'd like to see more reporting on that. The RIBA have public interest first. Sustainable development ethics are to be at the heart of activities. There is a new public code of conduct published in March by the RIBA and they are also developing sustainable placements.

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I've been asked to produce a brief for Fiona Hyslop, MSP, with an update on the RIAS and its changes and items of concern to the profession. The items are procurement and fees, issues on housing, opportunities for the profession to make a contribution, sustainability and climate change, government financial monitoring being in place but not design monitoring. On local matters, we have a new screen in our council room. This room is no longer big enough for all the portraits and I propose they move to the staircase. The issue of fire safety in this building, especially in the attic, is a concern. I'm not comfortable without further measures being taken and I have instructed the Acting Secretary to secure quotations for this work. The RIAS Convention on 4th October on ‘Climate of Opinion’ is in hand. We've invited people but can't confirm those yet. I'd like to thank Richard Atkins, Karen Anderson, as well as Christine and Gordon, for producing their work on the governance review and developing the policies.” Comments FM requested a copy of the minute of the meeting the President had with the RIBA be distributed to himself, KR and RM (as RIBA representatives) and asked if anything was discussed about the critical matter, and the matter which prompted the meeting, that 23% of RIBA members who left in 2018 were Scots, showing there is a clear discord between the RIBA and Scottish Architects. He also asked what measures were being put in place by the RIBA that allows the RIAS to take advantage of the RIBA “windfall” to help promote architects and architecture across Britain. We obviously deal with the Scottish side but what initiatives are in place for us to do that? He requested a special meeting be held promptly with the elected (RIBA) representatives to discuss this and other matters to allow them to represent the members properly. FM expressed dismay and concern that elected RIBA representatives were not invited to an earlier meeting with the RIBA. PRIAS said he was unaware how this had happened and apologised. PRIAS agreed that further meetings would be convened.

PART C ACTING SECRETARY’S REPORT The Acting Secretary’s diary since the last Council meeting is as follows for noting alongside the report presented to Council: April 03 Fellows Dinner / Edinburgh

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04 Met with Lorraine Landels Hon FRIAS and Daphne Thissen Hon FRIAS along with the President to discuss international connections / Edinburgh 10 Attended Interim Governance Committee 10 Attended meeting with A&DS to discuss Student Awards 11 Attended Brexit Meeting with UK and Scottish Government / Edinburgh 17 Budget Meeting with Chiene & Tait / Edinburgh 18 Met with Lorraine Landels Hon FRIAS re possible Convention speakers 29 Met with Dr Valeria Passetti, RIBA VP Membership and Clem Brohier, RIBA Chief Operating Officer along with the President, Past President and Membership Manager to discuss RIAS/RIBA Membership. 30 Attended a meeting to discuss an Oil and Gas Decommissioning Competition along with Consultancy Manager, Jennifer Lee and the President / Glasgow May 01 Attended Interim Governance Committee / Edinburgh 01 Attended RIAS Strategy Working Group / Edinburgh 01 Attended RIAS Procurement Working Group / Edinburgh 02 Met with Adrian Bell, Morton Fraser / Edinburgh 02 Conducted Staff Appraisals / Edinburgh 03 Met with Susie Stirling, Scottish Government / Edinburgh 07 Conference Call with Spreng Thomson re Strategy Document 07 Welcomed a delegation from the Association Nationale des Architectes des Bâtiments de France to RIAS HQ along with Practice Manager Maryse Richardson and Conservation Committee Chair, Jocelyn Cunliffe. 08 Conducted Staff Appraisals / Edinburgh 09 Met with Vivian Allison, Marsh to discuss RIAS Insurance Services / Edinburgh 10 Attended Interim Audit and Finance Committee 14 Met with Gordon Anderson and senior staff to discuss RIAS Services Ltd. / Edinburgh 15 Attended Interim Governance Committee / Edinburgh 15 Met with Marjorie Appleton and PRIAS to discuss Scottish Design Tutor Award and James Miller Award / Edinburgh 22 Conference Call with Spreng Thomson re Strategy Document The Acting Secretary, Karen Stevenson, added one further item to her report. Council were asked to note that a second volume of the Architectural Tourist will be published, self-funded by Stewart Campbell.

Council noted the report.

PART D ISSUES FOR APPROVAL AND INFORMATION D.1 For Approval/Discussion D.1.01 Quarterly Management Accounts Presentation: Barry Truswell, Partner at Chiene + Tait, summarised the paper with reference to the notes to the accounts. In January, cash exceeded what was expected. This was a result of membership income received earlier in the year than expected. Over February and March, cash was more in line with

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forecast, in line with budget. Total income for the period is , very much in line with budget. There are a few ups and downs. Membership income was up . Membership activities were down. In the first quarter, some advertising space in the quarterly magazine was allocated to commercial sponsorship deals at a discounted rate, which is expected to be made up. There was additional income not budgeted for the James Miller prize, which was then paid out in the quarter. Publications and products had a positive variance . The bookshop has fared much better than forecast, with a high demand for contracts and technical documents, matched by similar costs. Consultancy income was below budget. A new consultant has been employed and therefore the costs total was above budget. Awards income was paid out, along with bookshop and consultancy costs. The overall variance was negative, mainly due to consultancy.

Discussion:

• RA asked for details regarding expenditure on AV facilities. KS confirmed that a total of had been expended which included a new TV, electrical and WiFi upgrades to

the building. Further expenditure on speakers/ microphones was being considered. Recommendation: Council is asked to consider and approve the Quarterly Management Accounts to the 31st March 2019. Council unanimously approved the Management Accounts.

D.1.02 Trustees Annual Report 2018 Background: Further comments and requests for clarification had been raised by trustees and therefore there would be a requirement to review and approve the TAR again in light of these matters. Presentation: KS noted that a number of clarifications and questions had been raised which may require changes to the narrative.

KS noted concerns regarding statements referring to activity in 2019 were relevant as the TAR should be setting out how the organisation is also looking forward. Discussion:

•

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• KR asked for the narrative to be reviewed to reflect this position and to note if this had been reported incorrectly previously.

• KR noted that a remuneration strategy/ policy for members of staff remains outstanding

and should be progressed. KA noted that the Interim Audit & Finance Committee were working on it and reminded Council that beyond the chief executive, salaries are anonymised.

• RA said that the RIAS do have a policy, in the form of a resolution by Council. The

procedure is currently being developed.

• KS said she would add in a reference to RIBA as a partner organisation.

• KR pointed out that the TAR indicated a growing membership, but he felt it better described as stable.

The Acting Secretary would review all of these matters and bring forward the changes for discussion with KR and would issue a final TAR to Council. This would then be considered by the Auditors with a view to signing off to allow presentation to the membership at the AGM and reporting to OSCR. Recommendation: Council is asked to:

1. Consider and agree any further changes to the Annual Report 2018 in light of clarifications around the reporting on staff salaries (to be outlined at the meeting), further comments on the TAR and the findings of the Morton Fraser Report.

2. Approve the RIAS Annual Report for the year ending the 31st December 2018. Council agreed to bring forward amendments as discussed and noted, and voted to approve the changes to the Trustee Annual Report: Yes – 24 No – None Abstentions – 3

(Barry Truswell left the meeting)

ASec

D.1.03 Annual General Meeting Background: Council agreed by majority vote to reschedule the AGM in the decision made by email in May as a result of the delay to the circulation of the draft Independent Report from Morton Fraser. Concerns had been raised by Trustees regarding the procedure, requesting that Council should be given the opportunity to discuss the matter before making the decision. This objection was not passed to the trustees and Council may wish to discuss the procedure according to By-law 31.8 as a result. The timescale for considering the Independent Report is also outstanding and Council may wish to take this into account in choosing a date for the AGM.

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Council are therefore required to reschedule the date for the AGM taking into account the timeline for approving the Annual Report 2018 and its final submission to OSCR and Companies House. Discussion:

• KS proposed to Council they consider holding the AGM after the Council session on the 4th September.

• KA suggested they include strategy in the agenda. • LM suggested they also include a presentation on award winners. • KR asked if they were going to report to members on historical events. PRIAS said it

was essential that they receive the review in time to hold a Special Council Meeting and report back at the AGM.

• HL suggested the meeting should be held in the evening and asked if they would be able to use Skype to bring people in. KS replied that they would for the Council meeting and would look at venues to facilitate this option.

• BR suggested a later afternoon/ evening meeting with arrangements to attract younger members.

• KR raised a concern that electronic votes should not go ahead without unanimous agreement (as stated in the Bye-laws), and that his objections raised prior to the recent votes regarding the rescheduling of the AGM and Special Council meeting, before closing, had not be addressed. PRIAS apologised that this had happened.

Recommendation: Council voted to hold the AGM on 4th September 2019 at 6pm Yes – 26 No – None Abstentions – 1

D.1.04 Independent Review Background: Council were updated on progress with the Independent Review

at the April Council meeting. Council has been updated on the anticipated timeline and process for circulating the report by email. Council also approved a motion to set up a special council meeting to consider the report once it had been circulated. Earlier dates for this Special Council meeting have had to be cancelled. Discussion:

• PRIAS stated they were still awaiting the review. • KS noted that she had confirmed that the agreed budget would not be exceeded.

• RA noted that he was advised that everyone should be able to discuss the report when

it is issued. Recommendation: Council voted to hold a Special Council Meeting on the week commencing 24th June 2019. Yes – All No – None

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Abstentions – None (Post Meeting Note: subsequently agreed as 20th June)

D.1.05 Nationally Elected Council Representatives 2019

Background: Council approved a new Regulatory structure at its meeting in April. They also approved the policy and procedures for elections to Council, as Gov 3 Election Procedures. The procedure outlines the process for Nationally elected members of Council and states that where the number of nominations equalled or was fewer than the number of places available an election is not required. However, the procedure did not take account of the fact that there may be places to fill as a result of a resignation, which are shorter terms and are filled by those with the fewest votes, if an election does not take place. Council were updated at April Council meeting on the 5 nominations received for 5 Nationally elected spaces on Council for 2019-22. While 4 of the 5 places up for renewal are for a term of 3 years, one of the places is to cover a space vacated on Council. This is for a term of 1 year only and would be up for re-election for a 3-year term in 2020. We therefore have a situation which would require a vote simply to establish an order by which to assign the 5th place for the remainder of its term. Discussion:

• KR declared that the seats did not have to be filled and there was no constitutional basis to elect them.

• PRIAS answered that each person had agreed to the procedure and each had been nominated by 5 others.

Recommendation: Council is asked to:

1. Approve the amendment to Regulation Gov 3 Election Procedure; 2. Note the outcome of the draw and appointment of the new Nationally elected Council

Representatives (which would also be confirmed to the membership at the AGM). Council unanimously approved item 1 and noted that Guy Maxwell had been drawn as the candidate to take up the one-year term seat on Council (the other 4 candidates would take up their 3 year terms accordingly), and to the appointment of the new Nationally elected Council Representatives.

(Helen Lucas left the meeting)

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D.1.06 Interim Governance Committee Update Background: Since the April Council Meeting the Interim Governance Committee (IGC) has met on the 10th April, 1st May and 15th May 2019. Minutes of these meetings are available through links in the minutes from the Council meeting. A summary report of work completed and ongoing since 3rd April 2019 was circulated with the papers. Discussion:

• KR said that RIBA had conducted a similar exercise and were hopeful of Privy Council approval to proceed with the new constitution in September, though this may have to be delayed up to 6 months. He advised that RIAS could be 2 years away from having a new constitution in place. Therefore, they must get robust interim measures in place. He added that the RIAS needs to take into account the RIBA code for complaints.

• KA answered that Privy Council may approve byelaws by late 2020 or into 2021 and

agreed that they need a robust Interim Executive Committee.

• KR also expressed concern about the committee structure for strategy operations and governance. Governance is the duty of the board, and strategy is carried out by Council.

• KA replied that the standing committees report directly to the board and strategy

committees report to Council. The term 'delivery' is just to ensure the strategy is delivered. Anderson Strathearn had been appointed to review the proposal for the Executive Committee and had delivered their report. Their report confirms the remit is clear, and suggests that only 2 members of the board should also be on Council, while every member can report to Council. The intent is for Council to be able to develop a strategy around key issues to inform the organisation. Their report also said it was important that RIAS Services is a key part of the board.

• KR proposed they set up an Executive Committee quickly to address problems of the

structure, to cover education and practice. RA said that the structure is flexible and they have begun work on the organisational strand already.

• KA outlined the proposal for a Nominations Committee under Governance and Policy,

to help see who across Scotland could get involved. They should move to an Interim Executive Board made up of the chairs of the standing committees. There should be a minimum of 8 and a maximum of 12. Along with the chairs, the Chapters would be represented by the north and south regions with nationally elected reps. They want to grow Young RIAS.

• SM questioned how nationally elected members fit within the structure. KA answered

that the members gave a fresh voice, but there would be less need for national elections. People and Chapters would attend thematic strategy committees. KA stated that if you stand for national election, you should have an agenda. Council can bring in co-optees nationally if there is a skills gap.

• GS advised that the board of trustees should be directly elected by the members in

proportion, to give the membership a voice.

• FM said that he wasn't sold on Young RIAS at board level. GS answered that young people give a fresh perspective, looking ahead to the future.

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• KA confirmed the President need not be the chair. The chair should be a professional

person, with connections to business and the political system.

• KR said that Council should be responsible for appointing chairs to the committees because they have the right skills to support the executive team to deliver objectives. KA replied that they want the right people, to be as inclusive as possible, and welcome comments on any strengths or weaknesses.

Recommendation: Council noted the update report.

D.1.07 New Governance Structure Background: Following confirmation, at Council on 3rd April 2019, that Option 3, a smaller Trustee Board with a larger advisory Council, is the RIAS Council’s preferred option as a model for its future governance structure, the IGC have developed this work in further detail for Council’s consideration. Council should note that in developing the proposed future role of any Trustee Board it was viewed as vital that the corresponding role of Council should be confirmed. Suggested roles for both the proposed Board and proposed Council are detailed in draft in the following Papers for Council’s consideration. Discussion:

• GD emphasised that it was important that people submitted comments on the structure of the trustee board.

• KR stated that the terms of reference for the board and the Council were fundamentally

flawed. He gave notice that they were moving forward into an area that would bring significant difficulties.

• SM warned that they needed to be careful reminding Council that in the past when the

Council was not so active and engaged, people took on chair roles just because they were vacant, not because they had the right skills.

Recommendation: Council is asked to consider and approve in principle for further legal consideration and development:

1. Proposed RIAS (Trustee) Board- draft Terms of Reference (Appendix A) 2. Proposed RIAS Council- draft Terms of Reference (Appendix B) 3. Proposed Board and Committees Diagram (Appendix C)

Council voted to approve in principle all items. Yes - 21 No – 1 Abstentions – 4 Council were invited to feedback comments to the IGC.

(Liliane McGeoch left the meeting)

Council

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D.1.08 New Governance Structure – Proposed Transition Background: It is proposed that the RIAS should move to establish a new Governance Structure. The new structure cannot be put in place formally until: 1. The approval of the new Bye-laws 2. If required changes to the Royal Charter 3. The approval of the new structure by the Membership As has been outlined in the New Governance Structure Background Paper it is anticipated that the agreement of the new Bye-laws and any changes to the Royal Charter (if proposed) will take at least a year. Presentation: KA outlined that the IGC proposed to set up a standing committee to get the Governance Committee moving. The Nominations Committee should start working in order that the committees are well in place by the time there is formal governance change. As an interim measure, the Council receives suggestions for the Nominations Committee over the summer. At the September Council, they can approve the Interim Governance Committee and Nominations Committee. She suggested that a call could be put out for people to join the committee and should seek younger members. RA noted that there is also a policy to have a Nominations Committee and a procedure, and now the committee needs to be populated. Discussion: KR questioned what advice had been taken for setting up the Nominations Committee. KA answered that the remit and skill set is based on Scottish Government, with the same scrutiny and governance for charities. Recommendation: Council is asked to consider and approve the proposed Transition Process and attendant Interim Arrangements. Council voted to proceed with the transition and approved by majority: Yes – 23 No – 1 Abstentions – 2

D.1.09 Establishment of Nominations Committee Background: It is proposed that the RIAS should establish a Nominations Committee. This Committee will report directly to the Council and any Interim Executive Committee or Board established by them until the establishment of the proposed new Governance structure. Thereafter it is anticipated this will become a sub-committee of the RIAS’ Board reporting through the Governance and Policy Committee though working closely with the Board and Council to ensure that ‘nominations function’ reflects the needs of RIAS as a whole.

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Discussion: Taken as read. Recommendation: Council is asked to approve the establishment of a Nominations Committee as proposed in paper D.1.08 Proposed Transition Process, Draft Terms of Reference Appendix A and a suggested Skill Set Appendix B. Council voted by majority to approve the establishment of a Nominations Committee: Yes – 24 No – 1 Abstentions- 1 D.1.10 Establishment of Governance and Policy Committee Background: It is proposed that the RIAS should establish a Governance and Policy Committee. This Committee will report directly to the Council and any Interim Executive Committee or Board established by them until the establishment of the proposed new Governance structure. Thereafter it is anticipated this will become a sub-committee of the RIAS’ Board reporting through the Governance and Policy Committee though working closely with the Board and Council to ensure that ‘nominations function’ reflects the needs of RIAS as a whole. Discussion: PRIAS requested anybody who is not sure they are going in the right direction to advise in writing. Recommendation: Council is asked to approve the establishment of a Governance and Policy Committee as proposed in paper D.1.08 Proposed Transition Process, Draft Terms of Reference Appendix A and as suggested Skill Set Appendix B. Council voted by majority to approve the establishment of the Governance and Policy Committee: Yes – 23 No – 1 Abstentions – 2

(Euan Geddes and Michael Jarvis left the meeting)

D.1.11 Establishment of Strategy and Delivery Committee Background: It is proposed that the RIAS should establish a Strategy and Delivery Committee. This Committee will report directly to the Council and any Interim Executive Committee or Board established by them until the establishment of the proposed new Governance structure. Thereafter it is anticipated this will become a sub-committee of the RIAS’ Board reporting through the Governance and Policy Committee though working closely with the Board and Council to ensure that ‘nominations function’ reflects the needs of RIAS as a whole.

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Discussion:

• JC asked whether this should be put on hold in light of the comments from KR about the board not having strategy as part of the committee.

• KA set out how this might work and suggested that they can take further advice, noting

that Anderson Strathearn’s advice had been that the Board was responsible for ‘organisational’ strategy. The people in the Strategy and Delivery Committee need to make a link between the Council and the board.

(KR left the meeting) Recommendation: Council is asked to approve the establishment of a Strategy and Delivery Committee as proposed in Paper D.1.08 Proposed Transition Process, Draft Terms of Reference Appendix A and a suggested Skill Set Appendix B. Council voted unanimously to approve: Yes – 23 No – None Abstentions – None

D.1.12 Draft Strategy Update Refer Part A above.

D.1.13 Interim Audit and Finance Committee Update JC provided a verbal update to the meeting, setting out that the chair, Martin McKay would be stepping down and that the main business of the IA&FC was to populate a new committee. The committee had agreed a number of members whom they intended to approach and had also sought nominations via recommendations from both the RIAS auditors and the accountants. JC sought any further interest from Council/ trustees and asked for any expressions of interest to be noted to the ASec. GM kindly volunteered to be considered for a role on the committee, which was welcomed by Council.

D.1.14 Risk Register – Issue 5 Background: The risk register was reviewed and discussed by members of the Interim Audit and Finance Committee (IA&FC) during its meeting on the 10th May 2019. The Acting Secretary updated the committee with details relevant to the noted risks and the committee discussed and agreed changes. Changes to the register are highlighted in red on Issue 5, dated June 2019. The changes include updates in the notes against particular activities, such as the RIAS Strategy, meetings with the RIBA, proposals for new committee structures etc. Presentation: KS reminded Council that the IA&FC review the Risk Register quarterly. Discussion: Taken as Read.

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Recommendation: Council is asked to:

1. Note Issue 5 (Appendix A) of the RIAS Corporate Risk Register, June 2019; 2. Consider if it wishes to make further changes to the risk register in relation to R06 and

R03 (detailed) and delegate any changes to be made to the IA&FC. Council noted the revised Risk Register- Issue 5- and referred the register back to the Interim Audit & Finance Committee.

D.1.15 Trustee Communications Background: KS has reviewed the options available and explored some solutions for trustees. She has also spoken with the RIBA’s Council and Board Secretary to establish how they administer this legal requirement. It is clear from speaking to the RIBA that while they seek approval from all their trustees annually to share their email addresses, they generally gain approval to do this. They do offer the option to those who do not wish to make their email address available, where they can use the facility of the Council and Board Secretary who will circulate communications on their behalf. The RIBA is currently running at over 40 trustees and has to manage communication between trustees efficiently. Like the RIBA the RIAS Policy makes it clear this mechanism is not a forum for creating debate, but a necessary requirement to ensure Trustees can raise the need for discussion (at Council) amongst themselves. The RIBA confirmed that detailed communication by email is generally successful and, apart from some exceptions from time to time, is adhered to well by the trustees. A number of options were set out for Council to consider. Discussion: PRIAS recommended Option 1 - to share email addresses - with the option that those that don’t wish to share can use the facility that the Secretary (or someone nominated to this role) administers the email on their behalf (as the RIBA do). Recommendation: Council is asked to consider the options for trustee communication, make a recommendation and delegate to IA&FC to prepare a procedure for approval. Council voted unanimously to approve Option 1: Yes – 23 No – None Abstain – None

(KS and Timothy Crone left the meeting)

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D.1.16 Acting Secretary - CONFIDENTIAL

D.1.17 Membership Report

(KS returned to the room Malcolm Fraser left the meeting)

Background: The membership report was circulated to Council along with a Fellowship nomination and a proposal that the Membership Manager and President develop a proposal for a membership arrangement of a 20% discount for individual Joint Chartered members based at RIBA Corporate Practices. Presentation: KS provided updates to the membership with 2 further resignations, 6 removals, 1 student to associate and 2 nominations to chartered membership. PRIAS suggested that a number of people in practices would join given a 20% discount. RIAS can gain resources from bigger practices and it could raise more money for the organisation. Discussion: RA noted that consideration should be given to require the RIBA Corporate Practices should also be a member of Practice Services if they join the RIAS. Recommendation: Council is asked to:

1. Note and approve the membership report at Appendix A (as notified April-June 2019) 2. Approve the nomination to Fellowship at Appendix B 3. Approve and delegate to the Membership Manager and President to develop a proposal

for a membership arrangement of a 20% discount for individual Joint Chartered members based at RIBA Corporate Practices.

Council noted and unanimously approved 1 and 2, the report, including the nomination to Fellowship: Yes – 21 No – None Abstentions – None Council unanimously approved and delegated item 3.

D.1.18 Commercial and Sponsorship Report - CONFIDENTIAL

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D.2 For Information D.2.01 Building Standards Update/RIAS Regs Background: Members of Council will be aware the RIAS participated to the review Panel on Building Standards (Compliance and Enforcement) in Scotland, chaired by Professor Cole in 2017/2018. The Panel’s remit was to review the building standards system in Scotland in relation to compliance and enforcement and make any recommendations for improvement. The RIAS was represented on the panel by members of the Practice Committee. A copy of the paper being sent to the Future Board was sent to Council for noting. Discussion: Taken as read. Recommendation: Council noted the paper.

D.2.02 RIAS Services Ltd - Confidential Background: This paper which presented a brief update on the activity of the company and the areas upon which both staff and the directors are currently focused was sent to Council for noting. Discussion: Taken as read. Recommendation: Council noted the paper.

D.3 For Circulation D.3.01 Committee/Working Group Summaries Reports noted.

PART E Reports

E.1 Chapter Activity Reports Noted (revised report from Stirling to be circulated).

E.2 RIBA Council Report and ARB News Release Noted.

PART F Other Business

F.1 Other Business • BR asked if there is a process to reinstate committees and if they should have

champions for other committees. KS answered that they wouldn't constitute a committee. RIAS should have a sustainable champion.

• KA suggested that there should be a Sustainability Committee that has the remit to speak to all the other committees. KS said she could start putting that together.

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• SB announced that he had collaborated with the Scottish Civic Trust who had been awarded sponsorship towards a key even on the islands for Doors Open Days that would be based on the project he had developed (Building Our Islands).

• RA said that he and Michael Jarvis had met with the Building Standards Division (BSD) in relation to the RIAS Regs Scheme. They were more reassured than they had been from previous meetings. At the moment there is no change to the scheme. The government say they will continue to support certification, although they will still not consider making it mandatory.

• KS updated on a matter arising from the previous meeting which related to a RIAS member

The RIAS therefore need to address this matter

through a complaints process to consider removing him from the organisation. Council moved to raise a complaint in this regard. KS to log the complaint accordingly and handle the complaint through the approved procedure.

• PRIAS updated Council on the urgent replacement of the chair of the Practice Committee. He confirmed that he had nominated for chairman of the Practice Committee. Peter had kindly accepted and would be starting in his role Immediately.

• KS updated on another matter arising relating to Chapter funding. She confirmed that a budget allocation had been made to the Chapter Fund which could be drawn down by the chapters for key areas of work. The review of grants was ongoing.

ASec

F.2 Dates of next meetings

Post meeting note- Special Council Meeting 20th June 2019 Next Council Meetings: (Lunch at 12.00, Meeting at 13.00) 4th September 2019 – Main / Followed by AGM at 6pm 30th October 2019 – Supplementary 4th December 2019 - Main