Corporate report

Board minutes: 26 March 2024

Published 11 November 2024

Minutes of the 52nd Board Meeting

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

26 March 2024 09:30-13:20

Board members present:	Others present:
Hannah Nixon (Chair)	Helen Bates, Director, Defence Commercial Function (for part)
Roy Barker	Malcolm Botting (for part)
Peter Freeman (by VC)	Colin Hill
Alastair Groom	Siobhan O’Donoghue (minutes)
Hugh Kelly	Colin Sharples (for part)
John Russell	Tara Usher (MOD Representative)
Joanne Watts
Claire Williams

1. Private Board discussion

The Chair held a private session with Non-executive Board Members (NEBMs) regarding the Chief Executive’s 2023-24 performance, annual pay award and non-consolidated award.

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

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

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

Board member Alastair Groom declared a new interest.  The appointment did not present any conflicts of interest and was noted for the record.

3. Chair’s introduction

The Chair drew attention to the key matters for the Board’s attention, including the session hearing from Helen Bates, Director, Defence Commercial Function, MOD.

Board member Roy Barker provided a read-out from the 5 March 2024 MOD event for NEDs, highlighting particular points of interest including cyber security, Defence Design and the Permanent Secretary’s priorities.

The Board noted the Chair’s introduction

4. Minutes of 51st meeting held on 12 December 2023 (SSRO 01-0324), minutes of the extraordinary meeting held on 24 January 2024 (SSRO 02-0324) and action tracker (SSRO 03-0324)

The minutes of the Board meetings held on 12 December 2023 and 24 January 2024 were approved as a correct record.  There were no outstanding actions.

The Board approved as a correct record:

• the minutes of the 51st SSRO Board meeting held on 12 December 2023; and
• the minutes of the extraordinary Board meeting held on 24 January 2024.

5. Board Effectiveness Review (SSRO 04-0324)

The Board discussed the findings from the recent externally-facilitated Board Effectiveness Review (BER), which had concluded that the SSRO Board was fulfilling its responsibilities effectively, and had strong governance arrangements.  The BER had identified some potential areas for development, including quick wins and more strategic longer-term actions.  The Board endorsed the proposed response to the BER findings and agreed to receive an implementation update at its September 2024 meeting.  Proposals around the Board’s sub-committees would be brought to the June 2024 meeting.  To facilitate engagement in between Board meetings, it was agreed that the Chief Executive would provide interim updates to the Board.  ACTIONS:  Chair / Chief Executive

The Board considered the recommendations from the 2023-24 Board Effectiveness Review and endorsed the proposed response.

6. Chief Executive’s Report (SSRO 05-0324)

The Chief Executive presented his regular report covering recent activities, future priorities, and key issues not covered elsewhere on the agenda.  The report also summarised recent publications and stakeholder engagement.  Matters discussed included the positive progress in rolling out Power BI reports and data utilisation work; work to deliver Procurement Act guidance and associated stakeholder engagement sessions, and acceptance of the BPR recommendation by the Secretary of State.  The Board also welcomed the positive Staff Engagement survey results.

The Defence Advisor provided an overview of key developments across the defence sector, including recent publications and strategies, key personnel moves, major announcements, and organisational changes.

The Board:

• approved the amendments required to the Corporate Governance Framework around communicating compliance information; and
• noted the other information provided in the report.

7. Corporate Performance Report (SSRO 06-0324)

The Board discussed the Corporate Performance Report, which summarised performance against the SSRO’s overall strategic priorities, Corporate Plan objectives, and budget to date.  Performance was positive overall with green or amber RAG ratings across all objectives.  The Board’s discussion focused on the proposals for collecting more timely and relevant stakeholder feedback in the absence of an annual Stakeholder Survey, and early preparations for the Public Bodies Review, which was due in 2024-25.  The Board agreed to consider an update on the Workforce Strategy at its June 2024 meeting.  ACTION:  Chief Executive / Human Resources Manager.

The Board noted the Corporate Performance Report.

8. Budget update (SSRO 07-0324)

The Board discussed the proposed interim 2024-25 budget noting that, in the absence of formal confirmation of the 2024-25 budget settlement from MOD, planning assumptions and corporate planning had been based on a flat budget.

The Board:

• approved the interim working 2024-25 budget and underpinning proposals and assumptions set out in the report;
• approved that the SSRO should continue with the DefCARS investment activity upon receipt of formal confirmation of capital funding; and
• noted the other proposals set out in the report.

9. Corporate Plan 2024-27 (SSRO 08-0324)

The Head of Policy, Referrals and Support presented the Corporate Plan 2024-27 for approval.  The Plan represented a light-touch refresh, with the six corporate objectives retained and the Chief Executive’s four areas of focus (visibility, accessibility, trust, relevance) incorporated throughout the Plan.  On behalf of colleagues, the Chief Executive thanked Board member Roy Barker for his helpful input and challenge in developing the revised suite of performance indicators, which were welcomed by the Board.

The Board endorsed the Plan and made a number of suggestions and minor drafting points, including refinements to some of the performance indicators.  Subject to final edits, the Plan would be submitted to the MOD for Ministerial approval.  The Plan would be updated, if required, once the 2024-25 budget had been confirmed.

The Board:

• noted the proposed key performance indicators (KPIs);
• approved the Corporate Plan 2024-27; and
• authorised the Chair, after consultation with the Chief Executive, to agree any final changes to the Corporate Plan provided they were not inconsistent with the Board’s views.

10. Corporate Risk (SSRO 09-0324)

As part of its annual risk discussion, the Board discussed the SSRO’s corporate risks, which had been reviewed and refreshed in response to feedback from Board and Audit and Risk Assurance Committee members, and considered and commented on the proposed risk appetite for each.  A revised summary of risk appetite would be shared at the June 2024 meeting.  ACTION:  Chief Executive

A risk management summary was included in the Corporate Performance Report to each Board meeting, and it was requested that this be supplemented by the full register twice a year.  ACTION:  Chief Executive

The Board:

• commented on the proposed corporate risks and the risk appetite for each; and
• approved minor updates to the Risk Management Policy.

11. Strategic discussion: thought leadership (SSRO 10-0324)

The Head of Policy, Referrals and Support introduced the strategic discussion on areas where the SSRO might seek to take more of a strategic ‘thought leadership’ role.  The Board warmly welcomed the proposals and ambition set out in the supporting slides, and discussed areas where the SSRO might look to develop the proposals, and possible approaches, including collaborative work with stakeholders.

The Board thanked the Policy team for the stimulating presentation, and members offered further support where this would be helpful.

The Board discussed the proposals around SSRO thought leadership.

12. Discussion with Helen Bates

Helen Bates, Director, Defence Commercial Function, MOD joined the meeting to speak to the Board about her role, including the establishment of the new Commercial Performance and Scrutiny (CPS) team.  The presentation touched on recent engagement with the SSRO and the value of its work; and future shared priorities including skills, data utilisation, and clarifying accountabilities, roles and responsibilities across the single source regime.  Bi-lateral planning meetings had been arranged for coming months and updates on these would be provided via future Chief Executive Reports.  ACTION:  Chief Executive

The Board thanked Helen for her time and for her helpful presentation.

The Board noted the presentation from Helen Bates, Director, Defence Commercial Function.

13. Data system contract approval (SSRO 11-0324)

The Board considered a recommendation to approve the direct award of a four-year contract for data systems to support the annual baseline profit rate (BPR) assessment.  Additional background information and analysis would be shared outside the meeting, under Standing Order 5, to support the Board in its decision.  ACTION:  Chief Regulatory Officer

The Board deferred its decision on the direct award of a contract, subject to receiving additional background information and analysis. [SECRETARY’S NOTE: Additional background information and analysis, and a proposed resolution to approve the contract, was circulated under Standing Order 5 on 17 April 2024.  No member indicated disagreement by the end of 25 April 2024, and the resolution was adopted.  A formal record will be included in the minutes of the June 2024 Board meeting.]

14. Sub-committee minutes and updates (SSRO 12-0324 to SSRO 13-0324)

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

The Board noted the:

• minutes of the 16 January 2024 Regulatory Committee;
• minutes of the 28 November 2023 Audit and Risk Assurance Committee; and
• oral updates from the most recent meetings.

15. Future workplan (SSRO 14-0324), 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.

16. Any other business

There was no further business.

17. Next Board meeting

The next meeting of the Board would take place on 18 June 2024 at 10:00am, to be followed by the Board’s strategic awayday.

Siobhan O’Donoghue
March 2024