The Business Handover Plan - Smart DCC · PDF fileDCC Business Handover Plan DCC PUBLIC 2 Version Control Version Date Description Author/Reviewer 1.0 11/09/2014 Year 1 release to

DCC Business Handover Plan

DCC PUBLIC 1

The Business Handover Plan

Version 2.0

February 2016

DCC PUBLIC


DCC PUBLIC 2

Version Control

Version Date Description Author/Reviewer

1.0 11/09/2014 Year 1 release to Ofgem. Published on SharePoint. DCC

1.1 01/07/2014 Internal draft incorporating Ofgem feedback. GH

1.2 09/07/2015 Internal draft incorporating review comments GH

1.3 13/07/2015 Year 1 updated release to Ofgem. GH

2.0 23/12/2015 Updated for RY 2015/16 HF


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Contents

The Business Handover Plan ................................................................................. 1

1 Introduction and overview ............................................................................... 6

1.1 Background ................................................................................................. 6

1.2 Purpose and structure of the Business Handover Plan................................ 6

1.3 Preparation and Maintenance of the BHP ................................................... 7

1.3.1 Preparation .......................................................................................... 7

1.3.2 Ongoing Review ................................................................................... 7

1.3.3 Update Triggers ................................................................................... 8

1.4 Register of Relevant Business Assets ......................................................... 8

2 Preparation for, and Initiation of, a Handover Period .................................. 10

2.1 Assumptions ............................................................................................. 10

2.2 Enabling activities throughout the Term .................................................... 10

2.2.1 Document Management ..................................................................... 11

2.3 Upon Initiation of a Handover Period ......................................................... 11

2.4 Governance Structure ............................................................................... 14

2.5 Roles & Responsibilities ............................................................................ 15

2.5.1 Joint Handover Steering Group (JHSG) ............................................. 15

2.5.2 Business Handover Programme Team (BHPT) .................................. 15

2.5.3 Functional workstream teams............................................................. 16

3 Scenario 1: Expiry .......................................................................................... 17

3.1 Assumptions common to all workstreams.................................................. 17

3.2 Handover Requirements By Workstream .................................................. 19

General .............................................................................................. 19

3.2.1 Management Workstream .................................................................. 19

3.2.2 Finance Workstream .......................................................................... 23

3.2.3 Commercial Workstream .................................................................... 24

3.2.4 Design and Assurance Workstream ................................................... 25


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3.2.5 Operations Workstream ..................................................................... 29

3.2.6 Resourcing/people Workstream ......................................................... 38

Alternative Expiry Scenarios ......................................................................... 39

3.3 ....................................................................................................................... 39

3.3.1 Alternative Successor Licensee solutions .......................................... 39

3.3.2 DCC appointment as Successor Licensee ......................................... 39

3.4 Maintaining the Existing Services throughout the Handover Period ........... 39

3.4.1 Decision Making at the end of the Licence Period .............................. 40

3.4.2 In Progress Activities .......................................................................... 40

3.4.3 Regulatory Compliance ...................................................................... 40

3.4.4 Directions Received ........................................................................... 40

3.5 Budgeting for Handover Assistance during a Handover Period ................. 40

3.5.1 Assumptions ...................................................................................... 41

3.5.2 Forecasting ........................................................................................ 41

3.5.3 Indicative Charging Statements and budgets ..................................... 43

3.5.4 Price Control through to expiry ........................................................... 44

3.5.5 Indicative estimates of costs for Handover Assistance ....................... 44

4 Scenario 2 - Revocation ................................................................................. 46

4.1 BHP Assumptions common to all workstreams ......................................... 46

4.2 General Processes .................................................................................... 47

4.2.1 Revocation prior to the commencement of live services ..................... 47

4.2.2 Document Management ..................................................................... 47

4.3 General Management Workstream ........................................................... 48

4.4 Finance Workstream ................................................................................. 50

4.5 Commercial Workstream ........................................................................... 52

4.6 Design and Assurance Workstream .......................................................... 54

4.7 Operations Workstream ............................................................................ 56

4.8 Resourcing Workstream ............................................................................ 57


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4.9 Programme Workstream ........................................................................... 58

4.10 Price Control ............................................................................................. 59

5 Post-Transfer support .................................................................................... 60

5.1 Activities .................................................................................................... 60

Annex A: Licence requirements cross-reference Table ..................................... 62

Annex B DCC Business Handover Plan Gantt Chart .......................................... 64

Annex C Glossary ................................................................................................. 65

Annex D – Types of Revocation Event ................................................................ 67


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1 Introduction and Overview

1.1 Background

Smart DCC Ltd (DCC) provides the shared smart metering communications infrastructure that allows energy suppliers, network operators and other authorised users to communicate with smart meters. The smart meter communication service will enable consumers to manage their energy usage with near to real-time information of their energy consumption. Consumers will benefit from energy savings and reduced emissions as a result of more accurate information, bringing an end to estimated billing.

DCC is a wholly owned subsidiary of Capita plc, and was granted the Smart Meter Communication Licence (the Licence) by the Department of Energy and Climate Change (DECC) on 23 September 2013, pursuant to sections 7AB(2) and (4) of the Gas Act 1986 and sections 6(1A) and (1C) of the Electricity Act 1989.

The Licence sets out the conditions under which DCC will implement and manage a data and communications service that enables smart meters within domestic and non-domestic premises to communicate with the business systems of Users.

The Licence will remain in force until 22 September 2025 or up until 22 September 2031 should the Licence be extended.

1.2 Purpose and structure of the Business Handover Plan

Business handover is defined in the Licence as the activity of transferring Authorised Business, without disruption and in an orderly manner to a Successor Licensee in the event of the revocation or expiry of the Licence. This Business Handover Plan (BHP) is designed to meet this obligation. by setting out the roles, responsibilities, planning assumptions and dependencies on all parties in accordance with the general duty under Part A of Condition 431.

This condition recognises that different provisions may vary depending on the scenario under which business handover takes place. There are two scenarios for business handover that are considered in this plan:

Scenario 1 - Expiry On expiry of the Licence and handover to Successor Licensee (September 2025, or after Additional Licence Term).

Scenario 2 - Revocation In response to a Revocation Event during the term of the Licence, which may be an Emergency, Grant, or Other Revocation Event2

The BHP is structured in accordance with the two scenarios. Section 2 describes working practices which DCC has adopted to enable an efficient and effective Business Handover under both scenarios. Section 3 is specific to expiry and section

________________________

1 A full list of the relevant Licence Obligations is included as Annex A

2 As defined Section 2 of the Licence


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4 relates to the three types of Revocation Event that could occur during the Licence term.

The BHP starts with the expiry scenario to explain all of the actions that are required in a planned event with known timeframes. The revocation scenarios demonstrate how the reduced timescales impact this.

For clarity, this BHP:

Focuses on handover of the DCC’s Licence, and not External Service Provider exit planning (except where this directly relates to DCC handover)

Is not a Successor Licensee mobilisation plan, therefore, the support required from DCC may vary according to the particular proposals of the Successor Licensee

Relates to Handover to a Successor Licensee, and not discontinuation of the Authorised Business.

A glossary of terminology commonly used in this document is contained at Annex C. Capitalisation is primarily used to indicate definitions in the Licence and SEC, or where introducing a title e.g. Business Handover Programme Director.

1.3 Preparation and Maintenance of the BHP

1.3.1 Preparation

The views of External Service Providers and SEC Parties have been sought in preparing this BHP, and taken account of in the following ways:

Introductory bilateral meetings were offered to all External Service Providers and an invitation to comment on the first full draft of the BHP during the consultation during July 2014. Views were considered for inclusion/amendment, and the BHP published to all SEC Parties on the DCC SharePoint site with an invitation to comment to both External Service Providers and SEC Parties in August 2014.

The External Service Providers consulted were: o CSP Contract North - Arqiva o CSP Contract Central & South - Telefonica o DSP – CGI o SMKI – BT o Parse & Correlate – Critical Software

For this update, bilateral meetings were offered to Service Providers and they were provided an opportunity to comment on the changes during January 2016. In addition to the Service Providers previously consulted, Capita was added to the consultation.

A consultation has been run by DCC from 2 February 2016 to 3 March 2016. [XX} responses from SEC Parties were received. TO BE COMPLETED

FOLLOWING CONSULTATION.

1.3.2 Ongoing Review

This second version of the BHP reflects the current status and developing nature of the Authorised Business.


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1.3.3 Update Triggers

DCC will review and update the BHP in order to ensure that it remains accurate and current, through working with the business and other stakeholders:

at least once in each Regulatory Year throughout the term of the Licence, or

in response to any significant change to: o the scope of Authorised Business (e.g. inclusion of the Next Day

Switching Programme), o the regulatory environment (in particular the Smart Energy Code or

the Licence) o changes to legislation e.g. Transfer of Undertakings Protection of

Employment (TUPE) during the term of the Licence.

As and when Permitted Business is introduced (e.g. utilisation of the infrastructure for non-energy services).3

It will be updated in light of operational experience with additional detail as further knowledge becomes available to ensure it best complies with the requirements of Condition 43. Within the next Regulatory Year, DCC plans to update the Plan in response to:

Go-live of the full service

Introduction of any Special Administration Regime

Views will be sought from Service Providers and SEC Parties and taken account of at each review of the BHP.

During a Handover Period, the BHP may be varied through mutual agreement of the Licensee, Successor Licensee and the Authority provided that the variations support the general requirements of a smooth transition and do not place either party in breach of the Licence or Successor Licence.

1.4 Register of Relevant Business Assets

Most of the documents identified in this BHP for handover are Relevant Business Assets4. There is therefore a close relationship between the Register of Relevant Business Assets (RRBA), which is a list of the assets and their location, and the BHP. In light of this close relationship between the two, DCC intends to manage their update and maintenance as related products, aligning their update and submission to the Authority as appropriate.

________________________ 3 There is currently no Permitted Business provided by DCC

4 Extract of Condition 28.4 “(a) every External Service Provider Contract to which the Licensee is, or is

likely to become, a party in accordance with Condition 16 (Procurement of Relevant Service Capability);

(b) any other asset (however described and in whatever form, whether tangible or intangible) that is considered to be essential to the Licensee’s ability to carry on the Authorised Business in accordance with this Licence; and

(c) any contractual right to receive any sum or sums or any other financial asset from another person.”


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The categories of Assets covered by the Register are:

Financial: includes funds in bank accounts, promises to pay under certain conditions, e.g. credit cover or parent company guarantees provided by Users.

Contract/Licences: includes External Service Provider contracts, all other contracts for goods and services, licences for software (including website design) and leases for photocopiers and printers.

Physical: includes licences or leases to occupy office buildings, computer equipment, vehicles, stationery, etc. (Please note that DCC does not have any physical assets of this nature on its Register of Relevant Business Assets at the present time as these are provided under contract).

Information: includes data collated or generated as part of DCC’s business activities, e.g. minutes of meetings, pre design documentation (consultations and responses), and certain deliverables under its Licence Conditions.

Intellectual Property: includes programme design documentation, and identification of IPR origin (created by Licensee, or assigned to it through new external contracting arrangements, and transition arrangements).


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2 Preparation for, and Initiation of, a Handover Period

2.1 Assumptions

If the following assumptions are not correct when initiating the BHP then the impact will need to be considered by the Joint Handover Steering Group.

Ref Assumption

2.1A DCC will have some advance notice of a handover period occurring. This will be because either in the case of expiry:

A procurement process for a Successor Licensee has been underway prior to the expiry date;

Or, for a revocation event:

A revocation event (whether 24 hour, 7 day or 30 day) will involve some kind of identifiable build up. E.g. insolvency would be anticipated by cash flow projections

2.1B The Programme workstream would be handed over only in the event of a revocation event, as the expiry scenario assumes the programme is complete.

2.1C In the first instance, existing DCC staff will continue to provide the Authorised Business. This will certainly happen in the event of a revocation given the timeframes involved.

2.2 Enabling Activities throughout the Term

Throughout the Term of the Licence, DCC will ensure that the following enabling activities are maintained:

Ensuring that the Register of Relevant Business Assets is up to date

Maintaining a good practice document management system (currently SharePoint)

Ensuring that contracts provide for novation (where appropriate) of Relevant Service Capability1 and management of IPR in accordance with Condition 44.

DCC will also take into account the timing of expiry of the Licence in determining the contract duration of any contracts for provision of Relevant Service Capability, where

________________________ 1 Conditions 16.12 (c), 43.14 and Schedule 2


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possible separating dates to support continuity of service throughout handover of the Licence. This is illustrated in Figure 1 below.

Figure 1 - Licence and Contract Timelines

2.2.1 Document Management

DCC recognises information as an asset, and manages it accordingly, with a dedicated Programme Management Office (PMO) resource. DCC has an Information Security policy which governs the maintenance of such information as part of its normal business processes, and is in line with industry good practice. This includes document classification as DCC Confidential, DCC Controlled or DCC Public.

SharePoint is the system used to manage information. DCC PMO facilitates internal document management control as well as external access and use by Service Providers, service desk and Users.

In addition DCC also uses a solution called Huddle for documentation that is classified as ‘UK Only’, which is accessed by Service Providers.

2.3 Upon Initiation of a Handover Period

Upon initiation of a Handover Period, DCC will appoint a Programme Director to manage the Business Handover Programme, comprising the main workstreams and activities set out in figure 2 below.

Licence Expiry Date – Sep 2025

Licence Expiry Date if extended up to a maximum of 6 years from 2025


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Figure 2 - Business Handover Workstreams

Workstreams will primarily cover the following responsibilities.

Workstream Role LC covered

General Management

Manages the Business Handover Programme, ensuring there is an effective governance framework in place in line with section 2.4 below.

It will also coordinate communication and manage relationships with:

SEC Parties

DCC Employees and contractors

SECAS

the Authority

DECC

External Service Providers

Capita Group and Divisional Functions

Nominated Lead: Policy Director

43.18 a) b) and c), 43.21 and 43.222

Finance Provides information and support to hand over the financial obligations and processes to the Successor Licensee, and any continuing obligations on DCC under Price Control and regulatory reporting.

Nominated Lead: Finance Director

43.16 and 43.17, and content set out in Condition 43.18 (e) 1

________________________ 2 Please see Annex A for the Licence Conditions in force at the time of this BHP version.

Business Handover

General Management

Finance Commercial Design and Assurance

Operations Programme


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Workstream Role LC covered

Commercial

Provides information and support to hand over the contractual obligations to the Successor Licensee.

Nominated Lead: Commercial Director

43.14 and 43.15, content set out in Conditions 43.18 (e), and IPR provisions in 441.

Design and Assurance

Provides information and support to hand over the Design and Assurance obligations (e.g. system architecture) to the Successor Licensee.

Nominated Lead: Design and Assurance Director

43.18 (d), and IPR provisions in 441.

Operations

Provides information and support to hand over the operational obligations to the Successor Licensee.

Nominated Lead: Chief Operating Officer

Resourcing

Will liaise as appropriate on TUPE transition of in-scope resources to the Successor Licensee.

Nominated Lead: Chief Operating Officer

Programme

(revocation only)

Will liaise as appropriate on PMO and Delivery requirements, including change and risk management. Programme will be considered part of Operations once SMETs 2 solution is live and stable

DCC will procure Handover Assistance from External Service Providers as a project using elements of the catalogue services and change control as appropriate, up to the Transfer Date. The Successor Licensee will subsequently procure its own services as required.


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2.4 Governance Structure

A three tier governance structure is proposed for the duration of the Handover Period which includes the following:

Group/Team Who? When?

Expiry Revocation

Joint Handover Steering Group

(JHSG)

DCC DEB Members DCC Programme Directors Relationship managers from

Ofgem and DECC. 3 SECAS and/ or SEC Panel

representatives4 Successor Licensee (once

appointed) BHPD? (once appointed)

Meet fortnightly unless agreed otherwise

Meet daily unless otherwise agreed

Business Handover Programme Team (BHPT)

Business Handover Programme Director (BHPD)

Workstream leads appointed by the BHPD

Heads of all functional areas Security Lead

Meet weekly unless agreed otherwise

Meet daily

Functional workstream teams

Subject matter experts as nominated by workstream leads

Heads of all functional areas

Meet weekly unless agreed otherwise.

Meet daily

Table 1 - Governance Structure

DCC will consult the Authority on the appointment of the chair of the JHSG. After the Transfer Date, a revised governance structure will be maintained to facilitate post transfer queries defined and led by the Successor Licensee.

________________________ 3 The DCC Policy Director will request membership from Ofgem and DECC on receipt of the revocation

notice or prior to this where a potential revocation event is anticipated

4 The DCC Regulation Director will liaise with SECAS


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2.5 Roles & Responsibilities

2.5.1 Joint Handover Steering Group (JHSG)

The objective of the JHSG is to ensure that the business handover is governed appropriately in a manner that achieves successful transfer of the Authorised Business.

It will achieve this by undertaking the following activities:

Review the assumptions currently included in the BHP and determine whether any changes to the validity of these will impact the overall plan

Appoint the BHPD and brief him/her on the requirements (will depend on the handover scenario)

Review, approval and sign-off on the scope of the Handover Assistance to be provided by DCC (expiry only).

Review, approve and sign off the timetable in the BHP and authorise proposed key changes to it and / or its key milestones (expiry only)

Agree and sign-off the charges associated with the provision of Handover Assistance (expiry only)

Ensure that the BHPT is updated on regular activity in progress, or changes, including modification to the SEC

Resolve any issues escalated by the Business Handover Programme or Successor Licensee Mobilisation Director arising from the BHPT

To discuss and agree appropriate action for any disruptions to the business of SEC Parties arising as a result of the Business Handover Programme

Collectively to coordinate all communications (internal and external, including stakeholders, regulators and media) from all parties concerning the transfer of the Authorised Business on behalf of the General Management workstream

Ensure that prior to the Transfer Date the Licensee’s interests are fully and appropriately represented in any dispute between the Successor Licensee, current Licensee and/or an External Service Provider, a SEC Party, or any other person in accordance with conditions 43.16 and 43.17.

2.5.2 Business Handover Programme Team (BHPT)

The core objective of the BHPT is to ensure that all the required activities are planned, managed, coordinated and delivered in an effective manner to ensure a successful and timely delivery of the Business Handover.

The key responsibilities of this team are as follows:

Convene the BHPT initiation meeting and confirm the individuals from all parties who are appointed to each role within the team (following nomination by the BHPD)

Review any assumptions or assumed timescales in the BHP once the specific scenario of the handover is understood and ensure any conflicts are escalated to the JHSG

Manage the deployment and assignment of workstream resources to support the on time and quality delivery of the BHP


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Provide direction to the workstreams’ resources as required and coordinate activities that span multiple workstreams

Manage and track the progress of the work being performed against the milestones, deliverables and activities set out in the BHP

Agree any change(s) to the BHP, unless the change varies the scope or nature of the Handover Assistance or change to a key milestone, in which case approval from the JHSG needs to be sought

Review, discuss and agree appropriate action for any issues which arise from the day to day management of the Business Handover Programme

Create and manage a RAID (Risk, Assumptions, Issues, and Dependencies) log to ensure, mitigation, effective redesign and assurance and/or escalation of identified risks and issues related to Business Handover as required

Report jointly to relevant and appropriate stakeholders

Monitor the actual and forecasted spend on a month by month basis for the Business Handover Programme (expiry only)

2.5.3 Functional Workstream Teams

Functional workstream teams will undertake the activities that are set out in sections 3 and 4 under the direction of the Business Handover Programme Director.


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3 Scenario 1: Expiry

This scenario refers to expiry either after the Initial Term ending in September 2025 or after an Additional Licence Term which may be up to six additional years i.e. up to September 2031.

Where relevant, a distinction has been made between:

activities that would support the Authority’s preparation for a competitive tendering process,

those that might be undertaken with all applicants during such a process, and

more detailed planning with a preferred applicant, and the actual handover of the Authorised Business following Award of the Successor Licence

The timeline below provides a high-level overview of the phases during the Business Handover period for scenario 1 – Expiry. The assumptions for this are included in Assumption 2.1C

Figure 3 - Scenario 1 Expiry

Should DCC (or another part of Capita plc) wish to participate in a competitive Licence application process, appropriate arrangements will be agreed with the Authority, such as establishing ethical walls for the tendering team.

3.1 Assumptions Common to all Workstreams

This scenario is based on the following assumptions. If these assumptions are not correct when initiating the BHP then the impact will need to be considered by the JHSG.


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Ref Assumption

2.1A Prior to Licence expiry, DCC will support the Authority in their competitive Licence application process for a Successor Licensee. Once a Successor Licence award has been made, DCC will continue to conduct the Authorised Business in parallel with providing Handover Assistance to the Successor Licensee’s mobilisation, until the Transfer Date.

2.1B From the Transfer Date, DCC would cease to provide the Authorised Business – we have introduced a new defined term, “Former Licensee” to refer to DCC at this point. A constrained set of obligations are likely to continue on DCC should the Transfer Date precede the Expiry Date, however, the Successor Licensee will have full responsibility for the provision of Authorised Business under the Successor Licence.

2.1C We have assumed a period of a minimum of 18 months from initiation of a Handover Period by the Authority to full handover to Successor Licensee, i.e. the Transfer Date.

This assumes that the Authority will run a competitive tendering process in line with public services procurement regulations within a 12 month period9. DCC consider that this represents a realistic assumption for a retender of the Licence, however the timing of initiation of a Handover Period is entirely within the Authority’s control and may start more than 18 months in advance of the Licence Expiry on the Authority’s direction.

The six month period estimated for Successor Licensee mobilisation assumes that the service and solution would be broadly similar to the current DCC service, and that Service Provider contracts would novate to the Successor Licensee with only minor amendments to the overall solution.

2.1D The Authority will share its plans for the Successor Licence application process and agree any due diligence requirements or requests for access in good time e.g. four weeks in advance. We have also assumed that all requests for access or information (including in relation to External Service Providers) will be channelled through the BHPD (or delegated nominee) as its central point of contact.

2.1E The Authority will put in place measures in the Successor Licence to ensure that no activity is undertaken which would place DCC in breach of its Licence, and the cooperation of the Successor Licensee including compliance with the current DCC information security policies up to the Transfer Date. There is an assumption that management accountability for the Authorised Business will formally transfer at the Transfer Date.

________________________ 9 Estimate based on experience of similar tendering processes. Whilst this is shorter than the original

Licence application process, it will benefit from the precedents set by the current Licence


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Ref Assumption

2.1F The Successor Licensee mobilisation and services will be subject to appropriate testing and assurance prior to cut-over on the Transfer Date similar to the current DCC process for introduction of the live service. Should the Successor Licensee fail to meet such assurances (e.g. in relation to protection of critical national infrastructure) the Transfer Date may be deferred and DCC may be directed by the Authority to continue to provide operational services until such times as the Authority is satisfied.

2.1G The BHP is not an exit plan for External Service Providers, and all SP contracts are assumed to be novated to the Successor Licensee, therefore, no material changes or impacts to the services to Users are expected during this time.

2.1H All documentation and access to the relevant document management systems during this phase will be managed and protected in accordance with the current DCC Information Security policy, (which is in line with the Licence Conditions relating to Confidential Information) and guidance provided by the Information Security Team.

All applicants will need to sign a Non-Disclosure Agreement (NDA) prior to accessing any documentation. External Service Providers consent that they are content for such documentation to be shared.

3.2 Handover Requirements by Workstream

The following sections outline the steps that will be performed by each workstream.

3.2.1 General Management Workstream

Preparing for the Appointment of a Successor Licensee

Prior to the start of a competitive tendering exercise DCC will:

Appoint a BHPD and initial BHPT as set out in Section 2, to ensure appropriate management and controls are in place throughout the Handover Period

Agree a communications strategy with the JHSG in relation to communications with key stakeholders during any Handover Period, including the staged release of documents in line with the tendering process

Manage relationships with SEC Panel and SEC Parties, and provide internal and external communications support to the Authority, to ensure that all relevant parties are aware of the current situation

Meet with the Authority and relevant regulators where appropriate to review what is in progress/under development and agree appropriate handling on a case by case basis


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Engage DCC’s information security team to establish an information security plan that will detail the information security actions required during the Successor Licence application process and handover to the Successor Licensee.

During the competitive tendering exercise DCC will:

Provide content and access for all applicants to a Virtual Data Room via existing document management solutions.

Establish and communicate the information security plan as described above

Ensure that the information made available to the Virtual Data Room and all applicants have the correct classifications applied and that there is an information handling model in place which considers what information or documentation is released at which stage of the procurement process

Answer questions and arrange appropriate site visits from the Authority/applicants/preferred applicant

Engage with External Service Providers in accordance with the communications strategy to ensure that key messages are communicated as to how the handover will impact on the External Service Providers, and to arrange access to Handover Assistance from External Service Providers as appropriate. The Handover Assistance will be limited to primarily providing any additional data not already held by DCC for the Virtual Data Room.

During the detailed planning process with the preferred applicant DCC will:

Meet with the preferred applicant to align the BHP to the Successor Licensee solution/mobilisation plan. DCC will develop and agree a joint plan within four weeks of the preferred applicant having been appointed

Provide due diligence support by co-ordinating DCC staff to provide information required by the preferred applicant and host the preferred applicant’s due diligence team to demonstrate the Authorised Business

Facilitate access to the External Service Providers to enable the preferred applicant to undertake due diligence and prepare its detailed mobilisation plan from Successor Licence Award

On provision of the preferred applicant’s proposed solution, request a Preliminary Assessment of the impact from External Service Providers.

Managing Transition to the Successor Licensee

This section sets out the Handover Assistance to be provided from award of the Successor Licence to full transfer of operational responsibility at the Transfer Date and how these will be managed.

The General Management workstream will continue to manage the formal Business Handover Programme, and expand the programme governance to include the Successor Licensee. An initial joint Business Handover Plan will be developed with the preferred applicant within four weeks of a preferred applicant being appointed. Good practice project management principles will be applied, e.g. phasing of the


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approach or parallel running to manage resources and the impact of changes, as well as the early planning of any activities that may involve or impact Users.

The Handover Assistance to be provided by DCC will be as follows:

Handover of the key management activities which DCC has in place to manage the Authorised Business

Permanent deletion of records, documents, databases, information and data subject to DCC’s data retention/statutory audit requirements, or as the Authority directs

Handover of security obligations, including progressive removal of access rights and security privileges in a timely manner as handover progresses, whilst maintaining compliance with DPA and associated data privacy and access obligations

A series of workshops in order to provide knowledge transfer to the Successor Licensee on the various security processes and procedures which DCC has in place to manage risks to the security of the Authorised Business

Handover of the relationships with SECAS

Regular communication with the SEC Panel and engagement during the Handover Period, including awareness of multiple attendees from DCC and Successor Licensee attending SEC Panel meetings

Facilitate, where possible, face to face introductions between the Successor Licensee, Service Providers and key stakeholders such as SECAS10

Transfer compliance management activities to the Successor Licensee.

Documentation

In preparation for, and during, the Successor Licence application process DCC will provide a range of documentation as required by the Authority to enable it to prepare for a competitive tendering process, and for release to applicants through the Authority’s Virtual Data Room. The timing of documentation release will be planned in line with the Authority’s procurement processes. This will include but not be limited to:

________________________

10 Any individuals who are members of the SEC Panel, Change Board or other Sub-Committees,

Working Groups or other governance bodies, or hold Directorships, under the SEC will resign effective at the Transfer Date


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The BHPD will request that External Service Providers appoint a single point of contact (SPoC) for preparation of documentation to support the Successor Licence application process. DCC may disclose External Service Provider Confidential Information, subject to commercial sensitivities, to a Successor Licensee in accordance with the applicable clauses of the External Service Provider contracts. Full disclosure of Confidential Information will only apply to the successful applicant; limited disclosure will apply to all applicants.

Business Handover Plan High level stakeholder map

Relevant process documentation Key management information

Risk Management Strategy and Risk Register (excluding DCC corporate risks)

Internal Control Document and status reporting (where applicable)

Key plans, such as the development plan and the business continuity and disaster recovery plan

Other documentation from workstreams as set out below

DCC will not be providing access to the SEC or the SEC subsidiary documents; these can be accessed online via the SECAS website.

During the Transition Phase documentation will be provided which covers the duration of the Licence, including, but not limited to:

Formal letters

Meeting minutes

Development Portfolio and Account Plans

Business cases

Impact assessments

Programme and Operational RAID logs

Legacy project management data, including governance board minutes, reporting, RAID logs etc.

Design documents specific to DCC

Terms of Reference for meetings and roles

Directions received from the Secretary of State and the Authority

Any consultations that have been run by DCC and supporting documents.

Any other ‘Collateral material’ created by or participated in by the DCC as part of the establishment of the infrastructure services, or potential future services. Ensure that permission is sought when sharing information marked as CONFIDENTIAL that has been provided by Service Providers

Security policies and artefacts.


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3.2.2 Finance Workstream

Workstream Specific Assumptions

The release of sensitive financial information is to be managed as a controlled process. The release of credit cover information will need to adhere to the Information Security Information Handling Model.

Where disputes are not resolved by Transfer Date, then resolution becomes responsibility of Successor Licensee, but support will be provided by DCC.

Any members of the Finance team, who are primarily focussed on the statutory reporting requirements of DCC, rather than its operational duties as the Licensee, will not transfer to the Successor Licensee and will continue with their duties after the Transfer Date.


In preparation for and during the competitive tendering process, DCC will provide the following finance process maps to enable the Authority to prepare for a competitive tendering process, and for release to applicants through inclusion in the Authority’s Virtual Data Room:

Fixed Charges

Communications Hub Charges

Explicit Charges

Manual Adjustments

Indicative Budgets

Users credit cover arrangements.

Communications Hub Finance Charges

New SEC Party Process for credit cover

Non-client Master Data

Month-end Process

Future State End-to-End Process

Policy Information

Charging Statements

In addition, DCC finance staff will be made available to answer questions on the processes.


During the transition phase DCC will:

Ensure all DCC outstanding receipts are applied and any disputes resolved as far as possible (43.17).


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If the Authority review of Price Control Information is taking place prior to the Transfer Date, DCC will ensure that any costs envisaged prior to the Transfer Date are clearly identified

Inform the Successor Licensee if an annual audit is in motion and provide information on the status of the audit. Ensure the Successor Licensee is made aware if any input is required from the Successor Licensee

If the Authority review of Price Control information is in progress DCC will be required to remain involved to provide the required historical financial information

Minimise accruals in the final period of the handover process prior to the Transfer Date so that the reconciliation of charges post-Transfer is minimised

At least five working days in advance of the Transfer Date, make arrangements for credit cover to be returned to Users on the Transfer Date and assist the Successor Licensee in making new credit cover arrangements. A five working day period will provide sufficient time to allow for the creation of the legal document that will be re-drawn to name the Successor Licensee as the new legal entity of the Credit Cover.

Documentation

Relevant DCC financial documentation, billing data, charging policy processes, pricing models and ledgers are to be handed over to the Successor Licensee. The accounting ledger system will not be transferred, but ledger information e.g. debtors and creditors will be made available as at the Transfer Date.

3.2.3 Commercial Workstream


The Authority may mandate acceptance of External Service Provider contracts as part of the Licence Award (in line with the original DCC application process) or that the Successor Licensee will agree to novation of all External Service Provider contracts, and that there will be no residual liabilities on the Former Licensee in accordance with Schedule 2 of the Licence.


In preparation for a tendering process, and subsequent Licence award, this workstream will ensure that all contracts and any other commercial agreements have been examined and any obligations/liabilities identified and addressed. Preparations will be made for:

Novation to the Successor Licensee of all External Service Provider contracts, (including services procured from Capita plc)

Novation of Framework Agreements, Accession Agreements and Bilateral Agreements in accordance with SEC M9 Transfer of the Licence

Transferring the shareholding in SECCo to the Successor Licensee (see SEC Schedule 4)

Novation of Intellectual Property Rights in accordance with Condition 44.


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In conjunction with the Successor Licensee and External Service Providers, DCC will:

Execute the deeds of novation of all External Service Provider contracts in the form set out in Schedule 2 of the Licence

Novate or assign any SEC Materials which have been developed specifically for the purposes of supporting the DCC Service as appropriate in accordance with Licence Condition 44 where these are not already incorporated in the novation of the Service Provider Agreements

Execute novation agreements in accordance with SEC M9 Transfer of the Licence covering Framework Agreements, Accession Agreements and Bilateral Agreements

Transfer the shareholding in SECCo to the Successor Licensee (see SEC Schedule 4)

Transfer of Chair for governance boards

Transfer Relevant Business Assets to the Successor Licensee in line with the Licence Conditions and the Register of Relevant Business Assets (see section 1.4).

Documentation

The following documentation will be made available as Confidential Information at the appropriate stages of the procurement process:

Unredacted copies of contracts with External Service Providers, once there is a shortlist for the Final Stage of the Tender process

Information on all services to DCC Users, including elective and value added services are being provided, to whom, and under what forms of agreement

The Register of Relevant Business Assets.

The following documentation will be made available during the transition:

External Service Provider contracts

Framework Agreements, Accession Agreements and Bilateral Agreements

Any current Modification Proposals and associated DCC evaluation

Transfer of all contractual documents and their history of change.

3.2.4 Design and Assurance Workstream

Design and Assurance refers to the team that is assuring development of an integrated solution and service design between the Communications Hub and DCC User Gateway. The overall DCC end-to-end solution is summarised in Figure 4


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Figure 4 - Overall Solution

In preparation for the competitive tendering process DCC will ensure all core and back-up systems are identified, including the services that are provided and the details of the system owners. The presentation of this information will be driven through the DCC Enterprise Architecture tool ABACUS, which is managed by Design and Assurance.

The table below provides information on the current services and applications provided by DCC that are assured by DCC Design and Assurance. All standard documentation can be found in the documentation section below.


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SPs providing the service / DCC Customer

Services that DCC design and assure

Data Service Provider (DSP) User Gateway Services Smart Meter Inventory Call-off Services Smart Metering Ancillary Services

Anomaly Detection Parse & Correlate SMKI Repository Transitional

IT Hosting Service Application Management Service Systems Integration Service Performance Monitoring and Reporting Self Service Interface Remedy

Communication Service Provider (CSP) SMWAN Service Performance Monitoring and Reporting Comms Hub Ordering, Delivery and

Maintenance Power Outage Management Service

Trusted Service Provider (TSP) Smart Metering Key Infrastructure (SMKI) Services

Critical Software Parse and Correlate

Capita IT Services Business Information / Management Information (Cognos)

Collaboration Tools (Huddle, MS Lync, SharePoint)

Document Management (SharePoint) Architecture (Abacus) Enterprise Security Monitoring (LogRhythm) Security Tools (McAfee, IDS, PointSec,

Sanctuary, IRAM)

Innovation Digital Website

DCC Operations Service Design Packages for the following high level services, which are made up of 115 sub-services:

User Entry Services Core Communication Services Key Infrastructure Communication Hubs Optional Services Elective Services Service Management Business Services Testing Services Each Service Design Package is comprised

of: Design Documents, Work Instructions, Workflows, templates and forms.

Table 2 - DCC Services assured by DCC


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During the detailed planning process with the preferred applicant DCC will:

Support the preferred applicant/Successor Licensee to conduct a requirements gathering exercise in order to determine the systems and data information that the Successor Licensee requires to support its proposed solution

Agree the data handling requirements with the preferred applicant/Successor Licensee in advance of any data migration

Plan and prepare for the migration of the service desk solutions, in conjunction with the preferred bidder/Successor Licensee. The migration process of the service desk solutions may take between three and six months to complete.


Please refer to Table 2 for detail of the individual services that are assured by Design and Assurance. The Handover Assistance to be provided by DCC is as follows:

Knowledge transfer of all Design and Assurance architecture, guidance and service design artefacts, through providing presentations, and question and answer sessions to the Successor Licensee

Grant and revoke permissions regarding logical and physical access to IT systems

Configuration Management and Knowledge Management Databases to be transferred

Secure transfer of Enterprise Architecture tools as required

Design freezes/release management will ensure version management remains effective, and that governance and assurance can be maintained.

Documentation

The additional Design and Assurance documentation that is to be transferred to the Successor Licensee through controlled access to the DCC document management system during the transition phase is as follows:

Design and Assurance Organisation chart, business plan, and task level plans

Design and Assurance Risks and Issues Log

Design and Assurance Staff Objectives, Performance Management and other staff management documents

Enterprise Architecture Model (which includes: architecture overview, process diagrams, data model etc.)

Design artefacts, including Service Design artefacts

Industry guidance materials

Design Assurance Board (DAB) terms of reference, process flows, minutes, schedule and reports


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Design Issues Board (DIB) terms of reference, process flows, minutes, schedule and reports

Future Change Portfolio: Excel model, process flows, prioritisation criteria, working group terms of reference, working group outputs

Industry Design Forums schedule, past and future forum materials

Design and Assurance analysis of Change requests

Meeting minutes

Management Information/ Business Intelligence Product list

3.2.5 Operations Workstream


The activities assume that there would be a single cutover date (the Transfer Date) and training/testing would be provided on the test system, so there would not be two Licensees accessing the live system at any time.


Figure 5 - Operational Services Overview

The role of operations after go-live is to provide the day-to-day service support to Users, co-ordinating all ITIL (Incident, Change, Problem, Demand etc. management) routines across the DCC Ecosystem.

Service UsersEnergy Suppliers Networks Others

CSP CSP DSP SMKI P&C

Service Providers

TelephoneAutomated Responses @

Consumers

Stand Alone

Handheld Device

DSMSRemedy

Service Management

ITIL v3

Service Desk

(Incidents)

Web Portal

Self-Service

EmailSSI

GovernanceForumsPartnershipsMajor Incidents

StrategyDesignArchitectureInnovation

Native Interface


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In preparation for business handover activity, Operations will periodically (quarterly) refresh a briefing pack (Summary of DCC Operational Performance) to include as a minimum:

DCC Operations and service desk organisation structure

Historic or YTD FSP performance derived from 127 performance measures captured monthly

Historic or YTD DCC Code performance measures, captured monthly

Incident rates and trends

Issues being addressed through problem management, plus a summary of other underlying issues

Planned changes and activities underway to improve operational performance

Summary of most recent BCDR test and findings

If applicable, a list of service related SEC obligations that are not currently being met.

The table below provides information on the services to be offered from July 2016 by DCC Operations (apart from Interim Services and SMKI which become operable prior to the R1.2 go-live date). Service Service specific documents

to be made available to applicant

ESPs/other SPs providing the service

3.2.5.1.1 Core Communication Services

User Entry Process DCC User Gateway Message Request Parse and Correlate SMKI Forecasting & Ordering Communications hub

handover, installation and maintenance

Faults and decommissioning Training

DCC User Gateway Interface Specification (DUGIS)

Code of Connection (CoCo)

Service Request and Comms Hub Forecasts

User Gateway topology and any network audit report

DSP – DCC User gateway, Message Request SMKI (provides mechanism to secure Core Communication Services)

3.2.5.1.2 SMKI SMKI Interface

Design Specification SMKI Code of

Connection SMKI Recovery

Procedures SMKI Registration

Authority Policies and Procedures

SMKI User Guide

TSP DSP

Chargeable communication Services

Communication hub Installation and Maintenance services

Communication hub Auxiliary Installation Assets

SWAN Field Unit Assets Service Desk Support - CSP

Relevant documentation pertaining to;

Communication hub installation assets

Operations Manual

CSP and DSP


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Service Service specific documents to be made available to applicant

ESPs/other SPs providing the service

Chargeable Data Services

Self Service Interface Report Service

Service Desk Support Services

Integration Consultancy

Relevant documentation pertaining to:

Design documents Operations Plans Configuration items Process maps Architecture Installer Training

Materials CIs Maps

DSP

Service Desk

DCC Service Desk Support Services

DSP Service Desk Support Services

CSP Service Desk Support Services


Design documents Operations Plans Configuration items Process maps Architecture

DCC, DSP, CSP

Service Management

Self Service Interface Service Self Service Management

Interface Service Management System

Services - Remedy Performance Reporting &

Monitoring Service Management

Processes Procedures and Working Instructions

Service Catalogue


Design documents Operations Plans Configuration items Process maps Architecture Business Continuity

Management System Incident Management

Policy Operating Manuals

DSP – SSI and Service Management System DCC – Service Management Processes

Enrolment Services

Smart Metering Inventory Services

Decommissioning And Withdrawal Of Devices

Enrolment feasibility Service


Scope of subservices Processes and

procedures

DSP

Testing Services

Communication hub Testing and Accreditation services

Test Lab Service- CSP Communication hub Test

Assets Testing Service – DSP Test Lab Connection Service


Scope of subservices Processes and

procedures

DCC

Business Services

Billing Reporting Order Management System


Design documents Configuration items Process maps

DCC

Table 3 - DCC Services from 2015


The Handover Assistance to be provided by DCC for each service can be seen in the tables below:


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Core Communication Services

Assistance to be provided by DCC during Business Handover

Key Data Duration of Handover period

User Entry Process DCC User Gateway Message Request Parse and Correlate SMKI Forecasting &

Ordering Installation

Operations & Maintenance

Faults and Returns Training

Share all relevant documentation on scope, support model, processes, procedures and operations manuals

Provide knowledge transfer

Provide personal introductions to key Service/Operations colleagues within the FSP community

Demand Management Policy

Change requests Service User

operational performance data

Business Continuity and Disaster Recovery (BCDR) plans

Entire data detail including historical

Service User forecast vs actuals across CH, SMKI and Message requests

The approximate period of handover is estimated to take between 3 and 6 months

Table 4 - Core Communications Services

Chargeable communication Services



Communication hub Installation and Maintenance services

Communication hub Auxiliary Installation Assets

SWAN Filed Unit Assets

Service Desk Support - CSP








Table 5 - Chargeable Communication Services

Chargeable Data Services



Self Service Interface Report Service

Service Desk Support Services

Integration Consultancy








Table 6 - Chargeable Data Services


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Service Desk



DCC Service Desk Support Services

DSP Service Desk Support Services

CSP Service Desk Support Services

Major incident management (handover of incidents etc.) to be transferred to the Successor Licensee

Knowledge transfer and handover of the analytics function

Account management transfer Knowledge transfer and access

to the Admin Portal Transfer responsibility for open

incidents, change requests and complaints

Information regarding any unresolved faults, manual workarounds and work undertaken to resolve them

Work with Management work stream to facilitate personal introductions/ handovers between the Successor Licensee and each of the Users (subject to Successor Licensee’s mobilisation plan)

Handover of outstanding issues identified by any recent BCDR exercise

Continue with any on-going consultation exercises

Provide access to the Self Service Management Information Portal






Table 7 - Service Desk

Service Management



Self Service Interface Service

Self Service Management Interface

Service Management System Services - Remedy

Performance Reporting & Monitoring

Service Management Processes Procedures and Working Instructions

Service Catalogue



Carryout shadow support






Table 8 - Service Management


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Enrolment Services Assistance to be provided by DCC during Business Handover


Smart Metering Inventory Services

Decommissioning And Withdrawal Of Devices

Enrolment feasibility Service









Table 9 - Enrolment Services

Testing Services



Communication hub Testing and Accreditation services

Test Lab Service- CSP

Communication hub Test Assets

Testing Service – DSP

Test Lab Connection Service









Table 10 - Testing Services

Billing Services



Billing Reporting Order Management

System

Secure access to billing information

Handover of FTP server Discuss with the Successor

Licensee the risk threshold around change activities and decide whether to delay or continue with any pre-planned activities. Operational risks and decision points will need to be considered.

Transfer IPR knowledge






Table 11 - Billing Services

In addition to the table above DCC will:

Transfer data securely (operational data, business processes), process information. Develop a joint approach with the Successor Licensee for data synchronisation and validation, to ensure that any activities that are in progress are aligned at the transfer point


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Work with the Successor Licensee to ensure that User processing remains uninterrupted throughout the transfer and that any potential adverse customer experience is minimised (as the FSP contracts will be transferred to the Successor Licensee it is not envisaged that customer experience will be adversely impacted)

Provide information on physical and logical security processes and tools to the Successor Licensee

Ensure data accessibility. Operational data is held by the FSPs. Contracts with the FSPs will be transferred to the Successor Licensee, and therefore the data will remain accessible. Access to historical data will be managed during business as usual.11

Provide information to assist with the transfer of assets, including asset details, transferring service desk scripts and training materials

Transfer the Information Risk Analysis Methodology (IRAM) system and associated data.

Manage the transfer of test and production environments in association with Service Providers where required.

External Service Providers

The key activities to be undertaken by External Service Providers are set out in the table below. The primary operational impact of handover will be on the Smart Metering Key Infrastructure (SMKI) as this involves more change.

Role & Service Provider Name

Key activities

SMKI Provide all systems architecture and operational documentation, as previously shared with DCC.

Rebrand User facing portals

The Policy Object Identifiers (OIDs) are the Policy Identifiers that are used to the reference the Organisation and Device Certificate Policies (CPs).These Policy OIDs contain the DCC’s Company number and so will require the CPs, which are appendices to the SEC, to be revised to accommodate a new DCC. There is facility for this through the Policy Management Authority – the governing body for SMKI.

The trusted Root and Issuing Certificate Authorities have the

________________________

11 Users can retrieve a subset of their own data via the Self Service Interface for as long as it is not

archived. Users can also request that certain audit reports be generated if required.


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Key activities

Policy OIDs embedded in them and therefore would need to be rekeyed, and new certificates generated before the Business Handover date. This will require a key ceremony to be scheduled and can be undertaken within a four week window as a planned event. It is anticipated that other Business Handover activities would have a longer lead time, e.g. consulting with Users around the continuing validity of the estate, with which the four week lead-time for scheduling this will not be an issue.

A key design principle is the need to ensure that the end-to-end security architecture is protected and not compromised by the handover, whilst avoiding Users having to re-issue device credentials and distribute them throughout their installed portfolios since this would have a large impact on Users (time and cost). The existing DCC Issuing CAs would be used to issue any certificates required up to the Business Handover date and the new Issuing CAs used to issue any certificates required after the Business Handover date (as shown below). There will be no requirement to re-issue any certificate issued by the DCC Issuing CAs prior to the expiry of that certificate as a consequence of Business Handover.

CA Hierarchy prior to Business Handover

CA Hierarchy post- Business Handover

DCC Infrastructure Root CA

2.826.0.1 8641679.1.2.1.1. Above is an OID referenced

DCC Infrastructure Issuing CA

2.826.0.1 8641679.1.2.1.1.

Individual Infrastructure Certificates

DCC Organisation Root CA

2.826.0.1 8641679.1.2.1.1.

DCC Organisation Issuing CA

2.826.0.1 8641679.1.2.1.1.

Individual Organisation Certificates

DCC Device Root CA 2.826.0.1 8641679.1.2.1.2.

DCC Device Issuing CAs 2.826.0.1 8641679.1.2.1.2.

Individual Device Certificates


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Key activities

The Certificate Policy and Certification Practice Statements will also need to be reviewed and the DCC Policy OIDs and any references to the DCC organisation replaced.

The Registration Authority would change (although subscribers accessing it would not change), therefore, consideration will be given to a new process or replication of the Registration Authority, as required by the handover timetable

CSPs and DSP Provide all systems architecture, operational documentation, and all contract deliverables that are live at the time to the Successor Licensee as previously shared with DCC

Parse and Correlate

Provide all systems architecture, operational documentation, and all contract deliverables that are live at the time to the Successor Licensee, as previously shared with DCC.

Table 12 - External Service Providers

Documentation

In preparation for and during the Successor Licence application process DCC will provide the additional documentation to enable the Authority to prepare for a competitive tendering process, and for release to applicants through inclusion in the virtual data room:

Change management schedule

Crisis management plans

Technical documents


Monthly BI/MI reports

Portfolio of vital processes


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Knowledge transfer of and the relevant information regarding billing and systems

Consultation documentation.

The additional operations documentation that is to be handed over to the Successor Licensee during the transition phase is as follows:

All key records, documents, software, databases, systems, information, and data held in connection with the carrying on of the Authorised Business

List of effectiveness and gap analysis surrounding processes and all process mapping

Service Management statistics and reports including SLA failures

Crisis management plans

ISMS records e.g. Training records, risks, incidents

Capacity related information

Contingency plans

The RRBA is used to record and manage all information assets, including the retention period for all of the information assets. At the Transfer Date the RRBA will be transferred and relevant data/information migrated to the Successor Licensee.

3.2.6 Resourcing/people Workstream

This workstream will identify and collate information about the in scope employees for TUPE transfer.


The planned activities will be amended if the legislation that governs TUPE or other regulations such as the Data Protection Act (DPA) changes over the period of the Licence.

The legal form of the transfer will impact the mechanics of the transfer. This will be agreed with the Authority when a revocation event is notified. Note that DCC staff have employment contracts with Capita Business Services Ltd (CBSL).


The communications strategy developed by the general management workstream will include communication with DCC staff, and External Service Provider staff (if appropriate). Any communications plans will comply with the DCC’s obligations under TUPE and incorporate engagement with employee representative groups.

During the Successor Licence application process, DCC will provide information about in scope employees subject to provisions of the DPA to enable the Authority to prepare for a competitive tendering process, and for release to applicants through inclusion in the Authority’s Virtual Data Room. If the DPA precludes release of information, DCC will support the Authority to develop appropriate common bidding assumptions for release to tenderers.


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On appointment of the Successor Licensee, DCC will:

Ensure that if there is no trade union in the workplace that an employee representative/s be specially elected

Work with the Successor Licensee and employee representative groups to consult with and inform in scope employees (‘meaningful consultation’ as defined in the relevant employment regulations at the time) that the transfer is happening, when it is happening and why and how it will affect them.

DCC will also provide the Successor Licensee with information about in scope employees at least four weeks (28 days) prior to the Transfer Date. This will normally include:

name, age and main details of employment

disciplinary action taken against employees in the last two years

grievances raised by employees in the last two years

legal action taken by employees against the employer in the last two years, or potential legal action the employer thinks employees might raise

CBSL will provide transitional assistance as required e.g. to process the payroll

3.3 Alternative Expiry Scenarios

3.3.1 Alternative Successor Licensee Solutions

The baseline planning scenario set out in this plan for expiry assumes that External Service Provider contracts will be novated to the Successor Licensee. If this is not the case, contracts will be terminated and External Service Providers will execute their Exit Plans and comply with the relevant provisions in their Agreements. DCC and External Service Providers will support the Successor Licensee to develop a detailed migration plan as a project under DCC’s change control framework. It is anticipated that any such changes may require longer than six months from Licence Award to the Transfer Date to enable appropriate design, service integration and testing work to be completed.

Any costs incurred by DCC as the Licensee or Former Licensee as a result of termination of External Service Provider contracts, would be Allowed Revenue, subject to meeting Price Control requirements.

3.3.2 DCC appointment as Successor Licensee

Were DCC to be appointed as the Successor Licensee, the BHP will be updated to focus on implementation of any changes proposed by the separate bid team as part of development of their proposal.

3.4 Maintaining the Existing Services throughout the Handover Period

DCC will ensure that business continues as usual and that the DCC Service remains uninterrupted and is maintained to a high standard during the Handover Period. DCC

https://www.gov.uk/raise-grievance-at-work

https://www.gov.uk/employment-tribunals


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will maintain the quality of engagement and support throughout the Handover Period to ensure that the Code Performance Measures, Service Provider Performance Measures and the Operational Performance Regime are maintained.

3.4.1 Decision Making at the end of the Licence Period

DCC management will be aware of the reducing licence duration, especially with regards to decision-making from this point onwards. DCC will consult with the Authority in relation to any decisions that may materially affect the period after the Transfer Date. The Authority and DCC may agree to defer some scheduled activities provided that these do not adversely affect DCC’s overall compliance with the Licence. If there is a requirement for DCC to consult with the Authority, once the Successor Licensee has been appointed the Successor Licensee will be included in all consultations through the Joint Steering Group. Should the Successor Licensee wish to raise any concerns this should be done via the governance framework (see section 2).

3.4.2 In Progress Activities

Activities that are in progress at the Transfer Date (such as changes in train, or ‘in flight’ testing) will be managed and progressed by DCC up until the Transfer Date, and handed over in a managed way. In the event that there is a requirement for activities in progress which are to be completed following the Transfer Date by the Successor Licensee, DCC will involve the Successor Licensee in planning such activities through the Joint Handover Steering Group, and provide the progress status of such activities and the information surrounding them to the Successor Licensee at the Transfer Date.

3.4.3 Regulatory Compliance

DCC management will ensure that regulatory compliance continues as normal throughout the Handover Period. On initiation of a Business Handover Plan, a staffing plan will be completed that enables the handover project to be resourced at the same time as continuing business as usual (BAU). Additional resources will be required to undertake the increase in activity, and a balance will need be struck between transferring key staff for BAU into the Business Handover Programme to enable knowledge to be shared and handed over whilst retaining sufficient knowledge in running the business.

3.4.4 Directions Received

During the Handover Period, we anticipate that the Authority may issue Directions e.g. in relation to development of new Services for SEC Parties, especially during the period between Successor Licensee award to Transfer Date when two Licences will be in force. We assume that any directions from the Authority will be communicated to the BAU team through the Joint Handover Steering Group and will expect them to be shared with the Successor Licensee and vice versa.

3.5 Budgeting for Handover Assistance during a Handover Period

This section sets out the approach to agreeing charging arrangements for Handover Assistance.


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3.5.1 Assumptions

For forecasting purposes, we will assume that, unless advised otherwise:

Authority costs of the competitive tendering process would be borne by the Authority and not charged to Users as Pass-through Costs. Unless directed, these costs will not be included in the charging statements and indicative budgets

any charges for post-Transfer support to the Successor Licensee will be charged directly to the Successor Licensee (and therefore included in their own forecasts) and Price Control provisions would continue to apply

3.5.2 Forecasting

The Licence Application Business Plan (LABP) covers the 12 year Licence period.

Charges for the Handover Assistance set out in this Plan are currently excluded from the LABP. If the Licence expires at the end of the Initial Term (September 2025), we anticipate that additional costs would start to be incurred at least 18 months prior to that date (April 2024) which falls in year 11 of the Licence, or Regulatory Year 12 (see Figure 6) or earlier.

If the Price Control regime changes to an ex-ante approach then the BHP will be updated accordingly.


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Figure 6 - Timeline for Forecasting and Charging Activities

(Licence) Year 9 (Licence) Year 10 (Licence) Year 11

Charging Statement

April 2022

April 2023

April 2024

April 2025

Handover Period 12+6 minimum

SL Mobilisation

Successor Licensee service

Price control information RY9 submitted



Price control (November) information RY12 submitted

(Licence) Year 12

Expiry 22 September

2025

RY 9 Regulatory Year 10 Regulatory Year 11 Regulatory Year 12 RY 13

2nd

yr Indicative Budget 3rd

yr Indicative Budget

LABP Scope

Sept 2022 Sept 2023 Sept 2024

Prepared Regulatory Year 8

Licence Award

Transfer Date


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The Handover Assistance will comprise both DCC Internal Costs and External Costs (from the providers of Fundamental Service Capability).

Future updates of this BHP will be scheduled in advance of updates of the LABP and Charging Statements, so that indicative costs may be included for Regulatory Years 12 (2024/25) and 13 (part year 2025/26) as a minimum.

In order to provide clarity for Users, unless directed otherwise by the Authority, DCC plan to take the following approach to forecasting for Regulatory Years 13 (2025/26) 14 (26/27),15 (27/28),16 (28/29) i.e. the years immediately after the expiry of the Licence but which would fall within a normal DCC forecasting period. In preparing the Charging Statements, Indicative Charging Statements and Indicative Budgets:

indicative costs will be projected forwarded at the same level as if DCC were continuing to provide the service beyond expiry to provide a full Regulatory Year 2025/26

since the Successor Licensee mobilisation will occur in parallel with the DCC’s current Licence, but DCC will have limited ability to predict these costs in advance (and may not have visibility of the Successor Licence charges in a timely manner), unless directed by the Authority these costs will not be included in the Charging Statements and Indicative Budgets.

we will assume that the Successor Licensee mobilisation costs incurred under the Successor Licence will be financed by the Successor Licensee and recovered in future Regulatory Periods in accordance with the Successor Licence.

3.5.3 Indicative Charging Statements and Budgets

In accordance with section J4 of the SEC every quarter DCC creates and publishes on the DCC website (www.smartdcc.co.uk) an indicative Charging Statement for the next Regulatory Year and Indicative Budgets for the second and third Regulatory Years thereafter. DCC publish indicative Charging Statements and Indicative Budgets within the first five Working Days of April, July, October and January each year.

As we assume a Handover Period will be initiated at least 18 months prior to expiry, from Regulatory Year 8 - 2020/21 onwards, a Handover Period may start to fall within the period of the Charging Statement. Indicative Budgets will therefore include indicative costs for the Handover Assistance (including External Costs) up to the Transfer Date in the forward forecast for the Regulatory Years 2023/24 and 2024/25 (which is a part year ending September 2025). This assumes that Transfer Date coincides with expiry.

A Preliminary Assessment will be requested from External Service Providers to inform the Indicative Budgets, and to provide indicative costs of Handover Assistance on the assumption that their services novate to the Successor Licensee unchanged. The rates provided for projects under change control with the Service Provider contracts will apply.

If an Additional Term is granted, the same principles will apply but the timescales will be varied to reflect the new expiry date (i.e. the number of years of the Additional Term will be added to all dates above).


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DCC charges Users on the basis of a Charging Statement which is issued each year, based on a prudent budget of Allowed Revenue for the Regulatory Year. Neither the LABP nor the indicative Charging Statement for any Regulatory Year during the Term will include contingency for the unlikely event of revocation (see Scenario 2 - Revocation).

3.5.4 Price Control through to Expiry

Following each Regulatory Year, no later than the end of July of the subsequent Regulatory Year, DCC submits Price Control information to the Authority which compares costs actually incurred against:

those included within the LABP

the most recent forecasts of expenditure as submitted under Condition 32 of the Licence.

In relation to expiry of the Licence in September 2025, we anticipate that no later than three months from the initiation of a Handover Period, DCC and the Authority will meet to determine how to handle the submission and subsequent assessment of Price Control Information for the Regulatory Year 2025/26 (which will be a part year). The approach will take into account:

the actual planned Transfer Date (which may not coincide with Licence expiry)

the impact of adjustments to Allowed Revenue to the DCC Baseline Margin (hence would be a matter for DCC/the Former Licensee, and not the Successor Licensee)

the Authority’s preferred approach to assess of Price Control information

the cost of retaining knowledge within DCC/the Former Licensee beyond the Transfer Date

the views of SEC Parties

3.5.5 Indicative Estimates of Costs for Handover Assistance

There will be additional costs in assembling a BHPT. However, there may be situations in which this may change for example:

Finalisation of the joint plan with Successor Licensee

Changes to assumptions

Future versions of the BHP

Changes to the scenarios


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The table below provides an indicative number of resources for each workstream:

Workstream Resources FTE

Management Programme Director

PMO team

5

Finance SMEs 1

Commercial Temporary commercial support 1

Design and Assurance Backfill resource 2

Operations Backfill resource 2

Resourcing HR specialist and change management support

2

Table 13 - Indicative Resources for Handover

All resource costs will be incurred economically and efficiently and will be subject to ex-post Price Control.


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4 Scenario 2 - Revocation

This section sets out how the handover activities would be enacted in a revocation scenario, recognising the factual, legal and qualitative differences between different circumstances. The three potential types of revocation12 are as follows:

Emergency Revocation Event (At least 24 hours’ notice)

Grant Revocation Event (At least 7 days’ notice)

Other Revocation Events (At least 30 days’ notice)

This section explains the general activities required and then by individual workstream how the handover activities will vary between the different revocation scenarios.

4.1 BHP Assumptions Common to all Workstreams

This section is based on the following assumptions. If a revocation scenario arises then these assumptions must be reviewed. If these assumptions are not correct then the impact will need to be considered by the JHSG and may impact the actions taken in the individual workstreams.

Ref Assumption

5.1A DCC will have some advance notice of a handover period occurring as a revocation event (whether 24 hour, 7 day or 30 day) will involve some kind of identifiable build up. E.g. insolvency would be anticipated by cash flow projection. This would enable some preliminary actions to be taken.

5.1B If the timescale for appointment of a Successor Licensee exceeds the notice period the Authority will put in place Management Orders to enable the Authorised Business to continue, or until DCC has remedied the situation leading to the Revocation Event and the Handover Period is terminated. DCC shall comply with its Licence conditions in relation to such Management Orders.

5.1C All External Service Provider contracts will be novated with the service ‘as-is’ rather than seeking alternative solutions from the Successor Licensee, except where an alternative solution is required to remedy the cause of the Revocation Event.

5.1D During the period between the initiation of a Handover Period and the Transfer Date, the Licensee shall take reasonable steps in line with its continuing obligations under Price Control, to mitigate any costs which the Licensee may incur as a result of revocation of the Licence.

________________________ 12

Covered in Part 2 of the Licence – Details are included in Annex D


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Ref Assumption

5.1E 24 Hour notice is provided Monday to Thursday in a normal working week (excludes Christmas and Easter)

5.1F DCC is informed of who the Successor Licensee is at the time of revocation

4.2 General Processes

The workstreams and governance set out in section 2 will be established with immediate effect.

Condition 43.8 provides that the Authority may withdraw or amend its intention to initiate a Handover Period. Depending on the circumstances, DCC may put in place an additional workstream to pursue appropriate remedies in advance of, or in parallel with, initiating the programme of activities within the Handover Plan. The JHSG will agree the timetable to keep such activities under review.

4.2.1 Revocation Prior to the Commencement of Live Services

If a Revocation Event occurs prior to go-live of the service DCC will notify External Service Providers that programme milestones may be postponed in accordance with their contracts.

Similarly, should it occur during the implementation of any programme to extend the scope of the Authorised Business, the relevant Programme Director will advise on any impact to the JHSG. The JHSG will consider whether a cessation of programme activity and postponement of programme milestones is appropriate.

Programme-related activity will be handed over at the earliest possible opportunity to the Successor Licensee. A partial Transfer Date may be agreed at which the responsibility for programme-based activity formally transfers to the Successor Licensee in advance of the Transfer Date for the full operational services.

Progress towards the Transfer Date will be overseen by the Business Handover Programme Director (under functional workstream management with activities described in sections 3 and 4), and reported on to the JHSG using an appropriate reporting format or dashboard.

4.2.2 Document Management

In a revocation scenario the timely communication of DCC’s extensive document base will be key. The revocation scenario therefore includes a specific section on document management. Document management will come under the responsibility of the PMO.

The following tables list the actions that would be undertaken in the different revocation timeframes. All result in the handover of the service, but certain requirements will be more developed, the longer the handover period. The tables should be read that everything in the 24Hour column will have been done by the 7 day revocation date and that everything in the 7 day column will have been done by the 30 day revocation date.


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Actions 24 Hour

7 Day

30 Day

Remote access to the Authority and Successor Licensee will be provided through amendments to the access permissions, based on a list provided to DCC.

Update handover document detailing existing structure and document location. Provide to Successor.

Identify Successor employees for training on SharePoint

Provide SharePoint training for identified Successor employees (subject to their availability)

Engage with Successor about their expected document management solution Determine if the Successor wishes to procure

SharePoint Online licenses

Determine if the Successor wishes to procure Huddle Licenses

Determine if the Successor wishes to continue with

Foundation SP 3rd Line support contract for SharePoint

Migrate DCC content to Successor preferred solution (if applicable)

4.3 General Management Workstream

The General Management workstream will take responsibility for those activities, such as communication and appointment of key roles that may be common to other workstreams. e.g. engagement with employees.

Actions 24 Hour

7 Day

30 Day

Appointment of Business Handover Programme Director and initial Business Handover Programme Team as set out in Section 2


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Actions 24 Hour

7 Day

30 Day

Agree a communications strategy with the JHSG. This will include:

Notification to DCC employees of the situation and the expectation of business as usual (face to face / call /email)

Inform SEC Parties and SEC Panel in writing of the Successor Licensee

Inform Service Providers in writing of the Successor Licensee.

Status bulletin to be provided to the Authority to review what is in progress / under development and agree appropriate handling on a case by case basis

Meet with Authority to discuss contents of the bulletin

Provide Authority with weekly updates to the bulletin

DCC Security Team to update the Information Security Plan and communicate this to the Successor Licensee

Review the information security plan and update

Meet with Successor Licensee to review the contents of the plan

Arrange site visit from Successor Licensee – DCC Office and Ruddington

Attend site visit from Successor Licensee

Meet the successor to align the BHP to the Successor Licensee solution/mobilisation plan


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Actions 24 Hour

7 Day

30 Day

Provide access to DCC Programme and Corporate risk management tool to Successor

Meet with Successor Licensee to discuss outstanding risks and issues

Review of risk management reporting requirements

Request that Service Providers appoint a single point of contact to support the handover process. Communicate the names to the Successor

Formal transfer of SECCo shareholding to Successor Licensee

4.4 Finance Workstream

There are a number of key Finance requirements that will be particularly impacted by the following factors nature of the legal transfer – whether the Smart DCC legal entity transfers to the Successor Licensee or not. The Licence assumes that the Licence holder ‘Smart DCC Limited’ will cease to be the Licence holder and a Successor Licensee holds a new licence. Given the limited timeframes in emergency revocations it may protect consumers more effectively to assume a transfer of the legal entity to a Successor Licensee in the first instance.

Therefore two scenarios have been considered. It is assumed that the nature of the transfer requirement will be confirmed by the Authority at the time of revocation.

Smart DCC Limited legal entity transferred as a going concern

Actions 24 Hour

7 Day

30 Day

Establish priorities for the day. These will be determined with reference to the point in the monthly, quarterly and annual reporting and operational cycle.

Confirm funding requirements and sources (Emergency Revocation will involve financial distress)

Confirm any training requirements for Successor’s finance team to tackle agreed priorities


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Actions 24 Hour

7 Day

30 Day

Advise bank of changes and provide revised banking mandate to ensure continuation of operations.

Change VAT number from Capita to Successor

Advise Suppliers (by email) of changes

Provide updated VAT numbers

Advise customers of change and provide updated VAT numbers.

Amend/Add delegated authority matrices.

Agree invoice approvals structure/expenses/payroll etc.

Advise Registered Data Providers of changes.

Change billing templates to include new details

Change Purchase Orders/AP stationery to include new Licensee.

Business is transferred

Actions 24 Hour

7 Day

30 Day

Establish priorities for the day. These will be determined with reference to the point in the monthly, quarterly and annual reporting and operational cycle.

Confirm funding requirements and sources (Emergency Revocation will involve financial distress)

Confirm any training requirements for Successor’s finance team to tackle agreed priorities

Set up new banking / financing arrangements

Set up any banking/financing arrangements


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Actions 24 Hour

7 Day

30 Day

Establish VAT number and company registration details

Review Financial Stability requirements and start process for re-setting in the name of the new company

Advise customers of change and provide updated VAT numbers

Amend/Add delegated authority matrices

Agree invoice approvals structure/expenses/payroll etc.

Advise Registered Data Providers of changes

Change billing templates to include new details

Change Purchase Orders/AP stationery to include new Licensee.

Return credit cover deposits and cancel credit cover contracts

Replace credit cover via Successor Licensee.

Discuss with Authority the ongoing financial stability requirements

Conclude financial stability requirements.

4.5 Commercial Workstream

Actions 24 Hour

7 Day

30 Day

Request contact details of Successor Licensee’s Commercial Lead and other roles

Notify all External Service Providers of a single point of contact for any commercial related queries. Request all External Service Providers provide a single point of contact for novation process.


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Actions 24 Hour

7 Day

30 Day

Novation

Notify all External Service Providers of DCC intention to novate contracts to Successor Licensee

Request DECC to confirm the form of novation agreement in respect of the Framework Agreement, the Accession Agreements and the Bilateral Agreements (as referenced in SEC section M9.3)

Develop plan for novation or termination process for all External Service Provider contracts. Share plan with all affected parties

Meet Successor Licensee point of contact to determine what is likely to be novated

Request Successor Licensee to confirm which contracts are to be novated or terminated.

Start preparation of IPR novation agreement

Execute IPR novation agreement

Agree novation plan with all affected parties and execute novations in accordance with the agreed plan

Terminate non-transferring contracts in accordance with the agreed plan.

Provide a proposed list of all necessary contract changes to the External Service Provider contracts that will be needed immediately after novation.

Provide Successor Licensee with Register of Relevant Business Assets and List of Principal Contracts

Create list of SharePoint links for all External Service Provider contract documents.

Request staff/contact details from Successor Licensee for SharePoint access to Commercial documentation.

Ensure NDA in place with Successor Licensee

Provide overview of all contract arrangements with Successor Licensee’s Commercial Lead/Senior Management.


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Actions 24 Hour

7 Day

30 Day

Provide overview of ‘file structure’ for all Commercial documents stored on Share Point.

Invite appropriate Successor Licensee staff to scheduled External Service Provider meetings e.g. Governance Boards etc.

Request direction from Successor Licensee regarding ‘handover’ of all assets listed in RRBA

Handover assets listed in RRBA as directed by Successor Licensee

All Commercial documents transferred to Successor Licensee (soft copies via transfer from Share Point, hard copies physically delivered.)

4.6 Design and Assurance Workstream

Actions 24 Hour

7 Day

30 Day

Cascade briefing on situation to D&A staff and issue instructions for next 24 hours and following days

Prepare a handover note for Successor Licensee that includes high priority activity for the next 2 weeks. The handover note will highlight any externally driven deliverables / milestones that must be met during that period and any industry facing comments

Ensure that an up to date D&A organisation structure is available

Compile a prioritised list of design artefacts that take a new stakeholder (the Successor Licensee) through the story of the design in order to gain a high level understanding

Create new ABACUS IDs to allow the Successor Licensee to access the tool. Notify Successor Licensee of accesses


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Actions 24 Hour

7 Day

30 Day

Carry out an assessment of the handover requirements and specific constraints D&A will be working under.

Notify staff to ensure all content to SharePoint

Ensure all staff have uploaded content onto SharePoint and that files and records are up to date with the latest information.

Prepare a situation specific handover plan for the team and assign team owners to ensure any products are produced that are required. Including:

a) expanding on the list of design artefacts to provide greater understanding of the DCC solution,

b) producing a list of key artefacts for handing over e.g.

D&A Risks and Issues Log,

Terms of Reference and schedule, Design Assurance Board (DAB)

Terms of Reference and schedule, Design Issues Board (DIB)

Enterprise Architecture overview guide,

list of key contacts in Service Providers,

Solution Design artefacts,

Consolidate Requirements Traceability Matrix,

Service Design work packages.

Carry out solution architecture overview briefing sessions with the receiver to support them having a high level understanding

Review team work plan, identify highest priority activities and ensure that deliverables are met

Produce high level summary of any D&A staffing considerations and provide briefing on any urgent issues.

Carry out a more detailed assessment of the handover requirements and specific constraints D&A will be working under.

Plan and carryout a number of briefing sessions on key areas of the design, for example SSI, SMKI, DCC KI, Service Requests / GBCS / IRPs / DUGIDS / DUIS / MMS, Comms Hubs.


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Actions 24 Hour

7 Day

30 Day

Prepare a more detailed situation specific handover plan and more extensive and customised handover materials

Conduct training on ABACUS for the receiver.

Review team work plan and ensure that progress is maintained on key areas.

Produce detailed summary of staffing considerations and provide briefing to receiver.

4.7 Operations Workstream

Actions 24 Hour

7 Day

30 Day

Establish Contact with new operations team leaders

Handover all DCC order forms for re-branding by new Licence holder

New Licensee takes chair of FSP Service performance reviews (DCC Ops to provide technical assistance if required)

Transition of Licensee personnel onto DCC’s Crisis Management Team

Arrange visit to Ruddington service desk and handover accountability for objective setting to new Licensee including headcount requirements

Provide first batch of Self Service Management Interface (SSMI) logins for key personnel

Walkthrough all contractual, Licence, SEC Business Intelligence Reports

Transfer of Comms Hub forecasting and ordering management.


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Actions 24 Hour

7 Day

30 Day

Transfer of installer training responsibility (using existing train the trainer materials)

Transfer responsibility to gather SMKI and Message Request forecasts from Service Users

Transfer of Service User Gateway circuit ordering and ceasing.

Run paper based BCDR exercise with new Licensee Crisis Management Team to ensure familiarity with process

Handover of responsibility for task level setting within the service desk e.g. fault prioritisation.

Handover responsibility to issue monthly Service reports (with technical support from DCC).

Handover decision on when the next BCDR test should occur plus its scope

Provide data analyst logins to DCCs Cognos Business Intelligence platform

Day to Day accountability for deciding whether Demand Management needs to be invoked transfers to Licensee.

Accountability for Problem and Change Management transfers across (DCC Ops to provide technical support if required)

4.8 Resourcing Workstream

The resourcing approach will be dependent on the expectation of transfer of DCC to staff to the Successor Licensee. As with the expiry scenario it is assumed that a transfer under TUPE would occur.

As with the Finance workstream the nature of the transfer will be dependent on whether the legal entity Smart DCC Ltd transfers to the Successor Licensee. This has been assumed in the revocation scenario as this is more straightforward for TUPE transfer given the current legislative position. This will need to be confirmed at the point of revocation.


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Actions 24 Hour

7 Day

30 Day

Hold meeting with staff (on-site). Request via email / phone that all staff that are able to attend do so. Explain the situation as far as it is known, with an emphasis on business as usual

Confirm in summary of meeting in writing via email to all staff

Ensure that if there is no trade union in the workplace that an employee representative/s be specially elected

Arrange election

Conduct election

DCC notifies CBSL to cancel the intercompany agreement between them.

Staff transfer from CBSL to DCC. This creates a service provision change and therefore TUPE.

Smart DCC Ltd Directors resign

Initiate Consultation. A typical consultation will take a minimum of 30 days and therefore in the 24h and 7day revocation scenarios this would need to be retrospective. For the 30 day scenario there is time to complete this.

DCC will also provide the Successor Licensee with information about in scope employees at least four weeks (28 days) prior to the Transfer Date. This will normally include:

name, age and main details of employment

disciplinary action taken against employees in the last two years

grievances raised by employees in the last two years

legal action taken by employees against the employer in the last two years, or potential legal action the employer thinks employees might raise

4.9 Programme Workstream

Programme includes Project Management and Project Delivery. In addition this area covers programme risk management and external change management.

https://www.gov.uk/raise-grievance-at-work

https://www.gov.uk/employment-tribunals


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Actions 24 Hour

7 Day

30 Day

Provide details of existing programme governance structure

Provide details of current delivery structure with a DCC programme organisation chart

Access to Sharepoint

Provide terms of reference for all boards and issue invites to appropriate personnel form the Successor

Provide initial information on change requests (access to the change log)

Discuss existing change in more detail with Successor Licensee

Provide detailed delivery plans for FSPs, TSP and other relevant contracts

Provide information on the existing risks and issues

Ensure access to all relevant systems (Sharepoint, Huddle and Aspyre)

Discuss with Successor Licensee the desire for novation of the existing PMO tool (Aspyre)

Provide information on previous meetings (agendas and minutes)

Provide information on the planning process, dependencies and assumptions

4.10 Price Control

DCC will be responsible for submitting Price Control Information for any part of the Regulatory Year prior to the Transfer Date and for the completion of any Regulatory Reporting up to the Transfer Date.


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5 Post-Transfer support

This section sets out any support for issue resolution following the Transfer Date (and cessation of the Authorised Business by the Licensee). The Licensee will have become the Former Licensee for the purposes of this Plan, even if the Licence has yet to expire.

5.1 Activities

The Business Handover programme would be closed down in accordance with JHSG approval; however, there will be remaining Management and Finance activities such as:

Ensure oversight of systems decommissioning (secure disposal of assets and data), and destruction of all appropriate physical DCC documentation and be able to provide evidence to the Authority that this has taken place.

Support for the preparation of any reports required for the end of a Regulatory period including Compliance Report, Annual Service Report, Price Control and Legacy Procurement Contract Report.

Provide to the Successor Licensee clarification/provision of historical financial information covering the period up to the Transfer Date to support final calculation of Former Licensee’s outstanding payments and accruals, and Allowed Revenue covering the period up until the Transfer Date.

Any over-recovery of Allowed Revenue through charges collected by the Former Licensee will be paid to the Successor Licensee once final positions have been reconciled and agreed.

Any under-recovery of Allowed Revenue through charges collected by the Former Licensee will be invoiced to the Successor Licensee once final positions have been reconciled and agreed.

Assumptions Related to Post Transfer Support

The Successor Licensee may also wish to request ad hoc support from the former Licensee on a commercial basis to be agreed. We assume that this would be covered under the arrangements for the Successor Licence and not as part of the DCC Licence.

Cooperation will be required by the External Service Providers and Successor Licensee to support reconciliation of accruals to the Transfer Date. In relation to External Service Providers any rights or liabilities will transfer to the Successor Licensee in accordance with Schedule 2 novation13.

As set out above, if necessary the Former Licensee will invoice the Successor Licensee were there to be an under-recovery of Allowed Revenue at the Transfer

________________________ 13

(d) Party B releases and discharges Party A from all claims, demands and liabilities, and obligations under the Contract (however arising and whether arising on, before, or after the Effective Date) and accepts the liabilities and obligations to it of Party C in place of Party A.


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Date due to timing differences. We assume that the Successor Licensee would, in good faith, settle these invoices.

The Former Licensee will enter into any relevant agreements to ensure any funding supplied by a Financial Security Instrument or other arrangement in line with Condition 26 Parts A and B and the calculation of Allowable Revenue is returned at the appropriate time.


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Annex A: Licence requirements cross-reference Table

The table below sets out a cross-reference from the Licence Conditions to the relevant sections of this Business Handover Plan.

Licence Condition Location in BHP

43.14 The first mandatory matter is provision for securing the novation (as directed by the Authority) to the Successor Licensee of the whole of the Licensee’s interest under any agreement or arrangement that is an External Service Provider Contract on terms that are substantially the same as those set out in Schedule 2 to this Licence (Novation of External Service Provider Contracts) (which has effect as part of this condition).

Section 2.2

Section 3.2.3

Section 4.5

43.15 The second mandatory matter is provision for securing the novation (as directed by the Authority) to the Successor Licensee of the whole of the Licensee’s interest under the SEC (including, for the avoidance of doubt, every Agreement for Services that is in place in accordance with the provisions of Condition 17 (Requirements for the provision of Services)), on the terms required by virtue of paragraph 24(a) of Condition 22 (The Smart Energy Code).

Section 2.3

Section 3.2.3

Section 4.5

43.16 The third mandatory matter is provision for securing that payment will be made, by agreement between the parties on a legally enforceable basis, of such sum of money by the Licensee to the Successor Licensee, or vice versa, as is calculated to be necessary for the purpose of fairly reflecting the benefit or burden (as the case may be) of such accrued under-recovery or over-recovery of Allowed Revenue as is finally found to have arisen at the Transfer Date in accordance with the formula set out at Part F of Condition 36 (Determination of Licensee’s Allowed Revenue).

Section 2.3

Section 3.2.2

Section 5

43.17 The fourth mandatory matter is provision for securing the Licensee’s ability at any time prior to the Transfer Date to have its interests fully and appropriately represented in the management, conduct, and settlement of any dispute arising as between the Successor Licensee and an External Service Provider, a SEC Party, or any other person that might reasonably be expected to affect the determination of the amount of any such under-recovery or over-recovery as is mentioned in paragraph 43.16.

Section 2.3

Section 3.2.2

Section 5


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Licence Condition Location in BHP

43.18 (a) the general co-operation of the Licensee with the Authority and the Successor Licensee in order to secure the continuity of, and an orderly handover of control of, the Authorised Business, the provision of supplies or services in connection with that business, and the effective operation of any asset in connection with it;

(b) the timetable, process and procedures, critical controls, contingency and risk management plans, transitional arrangements, and Handover Assistance that are intended to be applicable for the purposes of facilitating and achieving the matters mentioned in sub-paragraph (a);

(c) the availability of appropriately skilled, qualified, and experienced members of the Licensee’s staff for the purposes of attendance at such meetings with the Authority, the Successor Licensee, and other relevant parties as are necessary to facilitate and achieve the matters mentioned in sub-paragraphs (a) and (b);

(d) the treatment by the Licensee prior to the Transfer Date of all records, systems, documents, software, databases, information, and data held by it in connection with the carrying on of the Authorised Business (including the prevention of any third-party access to such things or, where the Authority so directs, the permanent deletion of any or all of them);

Section 2

Section 3

Section 4

(e) the application or other appropriate treatment of any sums that are directed by the Authority to be released to the Licensee from such Financial Security Instrument as is in place under Part B of Condition 26 (Financial stability and financial security) for any of the purposes specified in that Part B, at such time or times as may be directed by the Authority; and

Section 5 Please note that this also refers to additional funding arrangements under Licence Condition 26 Part A, as well as Part B.

(f) the ability of either or both of the Licensee and Successor Licensee to propose modifications of the Business Handover Plan, and the Licensee’s duty to make such (if any) of those modifications as the Authority may require it to make following consideration of the matter.

Section 1.2

Section 2.5.1

Condition 44 (Intellectual Property Rights) Section 2.2

Condition 16 (Procurement of Relevant Service Capability) Section 2.2

Condition 28 (Disposal of Relevant Business Assets) Section 1.4

Smart Energy Code – Section M9 Transfer of DCC Licence Primarily

Section 4.3

Section 5.3


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Annex B DCC Business Handover Plan Gantt Chart M

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Phase 4 – Post Transfer SupportPhase 1- Preparation for, and Initiation of, a Handover Plan Phase 2- Preparing for appointment of a Successor Licensee Phase 3- Managing transition to the Successor Licensee effectively

Legend

DCC Business Handover Plan Level 0

Ph

ase 3. Managing transition to the Successor Licensee

effectivley2. Preparing for appointment of a Successor Licensee

1. Preparation for, and Initiation of, a Handover Plan

4. Post Transfer-Support

Mobilise Initial Handover Team

Maintain BHP

DCC Activity

Milestone (no status)

Support tender through documentation/ Data Room/ due diligence visitis

Align Handover Plan with SL Mobilisation Plan (within 4 weeks)

Key document

Include Handover Support in Charges

Licence Award Transfer Date

Procurement Strategy – novatable + RBA

Support tender through documentation/ Data Room/ provide relevant access to contracts

Maintain Register of Relevant Business Assets

Establish Governance Framework

Establish and communicate information security plans

Engage with Authority, Relevant Regulators, ESPs & SEC Parties

Support tender through supplying relevant financial documentation/ Data Room

Contracts/commercial agreements examines obligations/liabilities identified/addressed

6 months minimum

Support tender through documentation/ Data Room/ Design and Assurance details

Support tender through documentation/ Data Room/ Operations information

Support tender through documentation/ Data Room/ in scope staff details Successor Licensee staff consultation

Testing support

Include SL in Ops governance

Prepare deeds of novation

Handover team develop interfaces & support testing as required

Novate

Support SL prepare

Handover Plan

Successor Licensee Activity

Provide access for applicants to Data Room

Dependencies:Authority agree due diligence requirements/requests at least 4 weeks in advance

Dependency

Dependencies:Agreement with SL that Transfer Date take place at month end

Preparation for novation of contracts/interest in SECCo/IPR to SL

Identify core/back up systems/services/ system owners

Support SL in requirements gathering exercise

Plan/prepare with SL for migration of Service Desk solutions

Transfer IPR knowledge to SL

Ensure Billing process maps are current

Dependencies:SL conduct gap analysis to determine Billing system options

Identify and collate information on in-scope employees

Key dates

Handover key management activities/security obligations

Hold knowledge transfer workshops on Security Obligations

Regular communication with the SEC Panel

Facilitate face to face introductions between SL/Service Providers/Key Stakeholders

Transfer compliance management activities

Transfer all relevant Management documentation

Dependencies:- Mutual cooperation between SL and DCC to ensure smooth transition- Compliance of SL with DCC information security policies up until the Transfer Date

DCC Finance team involved in operational activities to continue with their current duties

Address outstanding receipts/disputes resolve disputes/return any funding supplied

Support Ofgem financial review if in motion

Inform SL if annual audit is taking place

Minimise accruals in final period of Handover

Arrange for the re-issue of SEC Parties parent company guarantees

Handover relevant DCC financial documentation

Dependencies:- Recommended that the Authority’s Price Control review take place as close as possible to the Transfer Date of Business Handover- any extension to the Licence, the term is aligned with the Regulatory Period, so that the Transfer Date and Expiry coincide with the end of the Regulatory Period in order to align with reporting to

the Price Control review

External Service Provider activity

Novate/assign relevant SEC materials

Transfer of Chair for governance boards

Transfer procured contracts/all contractual documents

Dependencies:- Assumption that Successor Licensee will agree to novation of all ESP contracts, and that there will be no residualliabilities on the Former Licensee- If as a result of direction by the Authority, any ESP contracts are terminated, rather than novated, ESPs will execute their Exit Plans and comply with the relevant provisions in their Agreements. Assumption that costs of a termination will be recoverable through

the Charges.

Conduct knowledge transfer/ briefings on materials/Q&A sessions

Transfer key documents e.g. SMART Metering Inventory

Grant and revoke permissions regarding logical and physical access to IT systems

Facilitate with ESPs the granting and revoking of permissions regarding logical and physical access to IT systems

Secure Transfer of Enterprise Architecture Tools

Conduct knowledge transfer/ briefings on materials/Q&A sessions

Transfer key documents

SMKI- certificate policies/Certification Practice Statements to be reviewed. Issue new credentials – preferred 4 week window. Consider new process/replication of

Registration Authority.

Provide all systems architecture and operational documentation, as previously shared with DCC

DSP- Rebrand Service User facing portals

If no trade union in the workplace ensure employee representative/s be specially elected

Transfer information on in-scope employees at least 4 weeks prior to Transfer Date

Provide resources for Knowledge Transfer/Briefings/Q&A sessions to be provided by DCC

12 months minimum

Appoint Programme DirectorStaffing Plan:- Programme Team-BAU- DCC tender (if applicable)Communication Strategy

Refund/ transfer credit cover and PCGS

Issue Licence to use IPR

Staff transfer

SL decision on External Service

Provider

YesNo

Terminate and EXIT

Novation signed CSPs/DSPs/SMKI

Re-issue Credit Cover and PCGS

Novate IPR

Operations handover to new solution


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Annex C Glossary

Terms with specific meaning in the context of this Business Handover Plan:

Handover Assistance The services provided by DCC to support a smooth transfer of the Authorised Business to a Successor Licensee, as described in Sections 4-7 of this Business Handover Plan

Business Handover Programme The programme of activity comprising the handover assistance to be provided by DCC and the associated governance arrangements to achieve a successful handover of the Authorised Business

Joint Handover Steering Group The governance body described in Section 3.4 and 3.5 of this document

Business Handover Programme Team The governance body described in Section 3.4 and 3.5 of this document

Functional workstream teams The governance body described in Section 3.4 and 3.5 of this document

Transition Phase The period between award of a Successor Licence and the Transfer Date, during which time the Successor Licensee is mobilising its service however DCC continues to run the Authorised Business.

Virtual Data Room An electronic document/data repository managed by the Authority’s procurement personnel to provide bidders for a Successor Licence controlled, and equitable access to information for the purposes of preparing their tenders

BAU Business as usual

Former Licensee

Refers to the DCC following the Transfer Date. This may precede the actual Expiry of the Licence in the case of a revocation.

Successor Licensee Refers to the entity that operates the service following the Transfer Date


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Key definitions from the Licence14:

Business Handover Plan

“43. 9 Within 12 months after the Licence Commencement Date, the Licensee must submit to the Authority a Business Handover Plan prepared for the purposes of this condition that details how the Licensee will fulfil its general duty under Part A above during a Handover Period, with particular reference to such matters as are mentioned in Parts D and E below with respect to the contents of the plan.”

Handover Period

means the whole of the period, beginning with the date notified to the Licensee by the Authority in accordance with paragraph 43.6 and ending on a date (which may not be earlier than the Transfer Date) that is specified in or is to be determined in accordance with that notification, during which the Licensee will be subject to the general duty and associated requirements set out in Part A of this condition.

Transfer Date

has the meaning given to that term in paragraph 43.7 [of the Licence]. See below for convenience:

“43.7 A notification given under this Part B must specify a Transfer Date, being either:

(a) the date on which the Licence Term (or Additional Licence Term) will expire; or

(b) any earlier date on which, by virtue of a direction to be given by the Authority, the Licensee will cease to carry on the Authorised Business although still remaining the holder of this Licence.”

________________________ 14

Defined terms taken from License version dated 22 April 2014.


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Annex D – Types of Revocation Event

Emergency Revocation

Event Type

Defined as

Event 1 Licensee is unable to pay its debts (within the meaning of the Insolvency Act)

Event 2 Licensee has a receiver appointed in respect of any material part of its assets or undertaking

Event 3 Licensee has an administration order made to it under section 8 of the Insolvency Act

Event 4 Licensee passes any resolution for winding-up (unless previously approved by the Authority

Event 5 Licensee becomes subject to an order for winding-up by a court of a competent jurisdiction

Grant Revocation

Where the Authority is satisfied that a material mis-statement of fact was made by, or on behalf of the Licensee during or in connection with the Licence Application Process.

Other Revocation Events15

Event Type

Defined as

Event 1 If the Licensee agrees in writing with the Authority that this Licence should be revoked.

Event 2 If any amount payable to the Authority under Condition 4 is unpaid 30 days after it becomes due and remains unpaid 14 days after the Authority has given notice to the Licensee that the payment is overdue.

________________________ 15

Paraphrased from the Licence – see Licence Condition 43 C for full definitions


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Event Type

Defined as

Event 3 If the Licensee fails to comply with a final or provisional order, or fails to pay any Financial Penalty by any due date and such payment is not made within three months after the Authority has given notice of the such failure to the Licensee.

Event 4 If the Licensee fails to comply with order made under:

a) S34 of the Companies Act 1998 b) S158 or 160 of the Enterprise Act 2002 c) S76,81,83,84 or 161 of the Enterprise Act 2002 by the

Competition Commission d) S66, 147, 160 or 161 of the Enterprise Act 2002 by the

Secretary of State

Or

e) An enforcement notice served by the Information Commissioner under S40 of the Data Protection Act 1998

Event 5 If the Authority considers that the Licensee has breached, or is breaching, any condition of this Licence, or any statutory requirement imposed on the Licensee in connection with this Licence.

Event 6 If the Licensee breaches any of the requirements of Part F Condition 8 with respect to the operational location of the Licensee.

Event 7 If the Licensee itself (or fails to prevent another) breaching Part C of Condition 9 or consents made under part D.

Event 8 The Authority is satisfied that the Licensee no longer is, or never was, a fit and proper person to carry on any part of the Authorised Activity.

Event 9 The Licensee has ceased to carry out any part of the Authorised Activity.