Corporate report

Board minutes: 18 June 2024

Published 15 January 2025

Minutes of the 53rd Board Meeting

Held at 100 Parliament Street, SW1 and via video-conference

18 June 2024, 10:00-13:00

Board members present:	Others present:
Hannah Nixon (Chair)	Colin Hill
Roy Barker	Ben Johnson (for part)
Peter Freeman (by VC)	Jane McGovern (for part)
Alastair Groom	Siobhan O’Donoghue (minutes)
Hugh Kelly	Susan Richardson (for part)
John Russell	Tara Usher (MOD Representative)
Joanne Watts	Chris Willcox (for part)
Claire Williams

1. 1. Private Board discussion

The Chair held a closed session with NEBMs and the Chief Executive.

2. 2. Welcome, apologies, announcements, and declarations of interest

The Chair welcomed Board members and attendees to the meeting.  There were no apologies for absence or declarations of interest.

3. 3. Minutes of 52nd meeting held on 26 March 2024 (SSRO 01-0624), and action tracker (SSRO 02-0624)

The minutes of the Board meetings held on 26 March 2024 were approved as a correct record.  There were no outstanding actions.

The Board approved as a correct record the minutes of the 52nd SSRO Board meeting held on 26 March 2024.

4. 4. Chief Executive’s Report (SSRO 03-0624)

The Chief Executive presented his regular report covering recent activities, future priorities, recent publications and stakeholder engagement, and key issues not covered elsewhere on the agenda.  Matters discussed included the ongoing work around data utilisation including efforts to expand the DefCARS user-base across MOD functions; proposed changes to financial delegations; and the positive progress in implementing the SSRO’s Workforce Strategy.

The Board also approved the modification of a contract, and discussed the strategic approach to reporting system requirements and future procurement.  The Board would discuss the latter point in more detail at a future meeting.  ACTION:  Chief Regulatory Officer.

The Board also noted formally its agreement under Standing Order 5 of the direct award of a four-year contract for a data system subscription.

The Board:

• noted its approval under Standing Order 5 of the direct award of a four-year contract for a data system subscription, and delegation of authority to the Chief Executive to enter into the ultimate contract on behalf of the SSRO;
• approved the modification of a contract (SSRO-C-107) to increase the contract value by up to 50 per cent; and authorised the Chief Executive to publish any appropriate procurement notices, and enter into any contractual documentation on behalf of the SSRO to give effect to the modification;
• approved revised financial delegations, effective from 1 July 2024, and resulting amendments to the Corporate Governance Framework; and
• noted the other information provided in the report.

5. 5. Corporate Performance Report (SSRO 04-0624)

The Board discussed the Corporate Performance Report (CPR), which summarised performance against the SSRO’s strategic priorities and Corporate Plan objectives, and budget to date.  The Board welcomed the recent revisions to the format, including the refreshed KPIs and additional content to support it in its oversight of performance.  The Board’s discussion focused on Objective 2 (regulatory framework), including the Chief Regulatory Officer’s update on non-referral advice activity.

The Board noted the Corporate Performance Report.

6. 6. Proposed Changes to Corporate Governance arrangements (SSRO 05-0624)

The Board considered proposed changes to the SSRO’s corporate governance arrangements, following an internal review of the SSRO’s governance framework, carried out in response to the 2023-24 Board Effectiveness Review.  The review had been supported and informed by an advisory review, carried out by the GIAA internal audit service, as part of its 2024-25 Internal Audit programme.

The Board discussed the proposals in detail.  It was broadly supportive of key regulatory and operational matters being considered by the full Board rather than by sub-committees, and of delegating other matters to the executive.  The Board discussed the main risks and benefits, and the importance of an orderly transition to new arrangements, including adequate briefing and support for NEBMs.  Members were also keen to emphasise that, under new arrangements, staff would continue to have access to NEBMs’ expertise outside of meetings.  The proposals would be worked up in more detail with input from NEBMs, and the Board would be presented with a revised Corporate Governance Framework for approval at its September 2024 meeting.

The Board:

• noted the key findings of the governance review;
• endorsed the principles and agreed the proposals set out in this report, specifically to:
  • review delegations with the intention of aligning responsibility and decision-making with the most suitable (and whenever possible, the lowest) functional level;
  • disband the People Committee and re-allocate its responsibilities to the full SSRO Board or to the Executive, and formalise a Board-level ‘People Champion’ role;
  • disband the Regulatory Committee and re-allocate its responsibilities to the full SSRO Board or to the Executive, with the new arrangements to be monitored, and evaluated following an initial 12-month trial period; and
  • noted that the Board would be presented at its 26 September 2024 meeting with a revised Corporate Governance Framework reflecting the new arrangements, to come into effect upon the Board’s approval.

** The MOD Observer left the room for the duration of item SSRO 06-0624 **

7. 7. Baseline Profit Rate activities review: phase 2 (SSRO 06-0624)

Members of the Pricing and Economics Team joined the meeting to brief the Board on proposed adjustments to the Baseline Profit Rate methodology.  The presentation and discussion covered the rationale for the changes; the proposed consultation and implementation timeline and process; anticipated outcomes; and the key risks, opportunities, and mitigations.

The Board noted the update on the Baseline Profit Rate activities review.

8. 8. 2023-24 Audit and Risk Assurance Committee Annual Report (SSRO 07-0624)

The Chair of the Audit and Risk Assurance Committee presented the committee’s annual report, which provided assurances on the reliability and integrity of the work it had considered throughout the year, thereby supporting the Board and Accounting Officer in their responsibilities around the 2023-24 Annual Report & Accounts.

The Board noted the Audit & Risk Assurance Committee’s Annual Report for 2023-24.

9. 9. 2023-24 SSRO Annual Report & Accounts (SSRO 08-0624)

The interim Head of Corporate Resources presented the final draft Annual Report and Accounts (ARA) for 2023-24 for the Board’s approval, drawing attention to pertinent matters.  There was some uncertainty about whether the ARA could be laid before Parliament before the summer recess (as a result of the 4 July 2024 General Election), and the SSRO was in dialogue with MOD and NAO colleagues on this matter.

On behalf of the Board, the Chief Executive thanked the teams involved in the production of the 2023-24 Annual Report and Accounts.

The Board:

• confirmed that a going concern basis remained appropriate for the financial statements;
• reviewed, and commented on the SSRO’s Annual Report & Accounts 2023-24;
• delegated consideration and any subsequent revisions of the document to the Chief Executive; and
• approved the document for presentation to the Comptroller & Auditor General.

10. 10. Sub-committee minutes and updates (SSRO 09-0624 and SSRO 10-0624)

The Chairs of the sub-committees presented the minutes and oral updates from recent meetings.

The Board noted the:

• minutes of the 13 March 2024 Regulatory Committee;
• minutes of the 14 March 2024 Audit and Risk Assurance Committee; and
• oral updates from the most recent meetings.

11. 11. Future workplan (SSRO 11-0624), reflections on meeting and any other business

The Board reflected on the business considered at the meeting and noted the summary of future Board and sub-committee meeting business.

12. 12. Any other business

On behalf of the Board, the Chief Executive recorded thanks and best wishes to Dagmar Jeschin, Head of IT and Information Management, who was retiring at the end of July 2024.

13. 13. There was no further business.

14. 14. Next Board meeting

The next meeting of the Board would take place on 26 September 2024.