Transparency data

Board minutes: 30 March 2023

Published 18 July 2023

Minutes of the 48th Board Meeting

Hybrid meeting, 30 March 2023 14:00 to 17:00

Board members present:	Others present:
Hannah Nixon (Chair)	Alan Brennan
Peter Freeman	Colin Hill
Alastair Groom	Mike Wetherell
David Johnston	Tara Usher (MOD Representative)
Hugh Kelly	Peter Regan (items 7 and 8)
Neil Swift	Colin Sharples (items 7 and 8)
Joanne Watts
Claire Williams

1. Welcome, apologies, announcements and declarations of interest

1.1. The Chair welcomed Board members to the meeting.

1.2. The meeting would be recorded via Teams, with the recording being destroyed once the draft minutes are approved. 1.3. There were no apologies and no interests were declared.

2. Minutes of 47th meeting of the Board, 26 January 2023 (SSRO 01-0323) and action tracker (SSRO 02-0323)

2.1. The Chair introduced the minutes of the Board meeting held on 26 January 2023. Ten actions were recorded and their status was noted. The actions were:

• Action 151: the resource deployment slides were loaded to the resources section of Decision Time on 27 January 2023. Neil had subsequently written to the relevant NEBMs about resource deployment, after this was raised at the recent Board workshop.
  Alastair would discuss this with the Chair outside of the meeting.
• Action 152: a document for the Minister, explaining the SSRO’s role and illustrating the potential benefits of the transparency regime, was being finalised and would be circulated to NEBMs before completion. A DefCARS brochure had been drafted and a meeting to discuss it was held with the Board data champion on 20 March 2023.
• Action 153: the action plan following the Staff Engagement Survey was added to the agenda for the People Committee meeting of 20 March 2023.
• Action 154: further information on reporting issues had been added to the Corporate Performance Report. This would be produced on a six-monthly basis. Additional analysis had been sent to the relevant NEBM.
• Action 155: further thought was given to the appropriate rating for the DefCARS workstream in the Corporate Performance Report.
• Action 156: Board members were asked to complete mandatory online training on information security.
• Action 157: the SSRO’s draft budget was submitted to the MOD following the January Board meeting.
• Action 158: the Chair considered the annual timetable of Board meetings and agreed that it would remain as scheduled.
• Action 159: a short paper was provided to the Audit Committee on the recent Freedom of Information request.
• Action 160: the SSRO Behaviours document was uploaded to Decision Time.

2.2. The minutes of the 47th meeting of the Board were approved as a correct record.

3. Chair’s introduction

3.1. The Chair provided an update on the appointment of a new Chief Executive. John Russell had been appointed and would join the SSRO from Ofwat, where he is a Senior Director. He had widespread experience of high profile private and public sector roles in UK and global infrastructure sectors, including at HM Treasury, the Department of Energy and Climate Change, Infrastructure UK, and Royal Dutch Shell. John would take up his post on 1 July 2023.

3.2. The Chair provided an update on the appointment of a new NEBM. Roy Barker had been appointed as a NEBM for a four-year term from the 1 June 2023. Roy had recently retired from the role of Commercial and Procurement Director for Aquila Air Traffic Management Services and was previously Head of Contracts at Thales. A short biography would be uploaded to Decision Time and the public announcement would be made in due course.

The Chair would discuss Committee arrangements with Roy and, subject to his agreement, it was proposed that he would sit on the Audit and Regulatory Committees.

3.3. The Chair noted that a Board away day was planned for 10/11 July. Colin Hill was working on the agenda and a venue.

3.4. The Chair asked for reflections on the REACH behaviours Board workshop, which had been an action from the Board effectiveness review. Board members had found the discussion helpful and constructive. Board members felt that they had benefitted from the opportunity to hold an informal conversation outside of the formal meeting environment.

Board members agreed that it would be useful to build in more informal sessions and it was suggested that this be incorporated into the strategic update meeting agendas, noting that panel members would not take part in these sessions. The Board asked that the scheduling of strategic updates be reviewed, suggesting that it might be beneficial to hold them on non-Board meeting months. [Secretary’s note: this was addressed in the March CEO report to the Board]

The Chair commented that direct feedback from the Board was important for staff and that while the Board should continue to engage in debate and challenge, Board interaction should be a positive experience for staff.

It was agreed that REACH behaviours should be discussed at each Board meeting under the ‘reflections on the meeting’ standing agenda item. Action: Secretariat

3.5. The Chair asked for feedback on the March Strategic Update meeting, particularly on the presentation from Luke Butler from University of Nottingham on proposals for reform of the SSCR. The Board had found the session valuable and suggested that similar sessions covering the international perspective could be useful. The Board suggested that any future sessions contain less detail on the basics leaving more time to focus on independent opinions.

The session led the Board to consider if the SSRO should be more active in the academic space around defence procurement.

4. Chief Executive’s report (SSRO 03-0323)

4.1. Neil Swift, Chief Executive, presented his report to the Board. The report provided an overview of recent publications, stakeholder engagement, including recent meetings and site visits to industry and MOD facilities.

4.2. The Chief Executive updated the Board on:

• Recent stakeholder engagement and site visits, including a recent meeting with Strategic Command. Visits were an opportunity to raise the priorities set out in the corporate plan with senior staff. It also offered an opportunity for SSRO staff to follow up with more detailed conversations.
• The Corporate Risk Register (CRR). The Audit Committee had discussed the CRR at its March meeting and the Board was asked to comment on and endorse the risk register and adopt the risk appetites as set out in the paper.
• Capability Review. A tripartite workshop had taken place on 1 March, and the feedback from the workshop had been reflected in the papers on the Corporate Plan, Stakeholder Engagement Strategy and Workforce Strategy.
• Future strategic updates. A schedule of proposed topics was included in the paper. The Board was asked to come forward with any ideas for future meetings.
• Chief Executive transition. Joanne Watts would be acting as Accounting Officer in the interim period between 17 May and 3 July when the new CEO, John Russell joined, and we were liaising with DSOP to ensure an interim Accounting Officer letter was in place.

The Chief Executive would prepare a handover statement covering the governance statement in the Annual Report and Accounts to brief John Russell prior to the signing of the Annual Report and Accounts 2022/23.

4.3. The Chief Regulatory Officer gave a summary of the outcomes from the tripartite workshop. The discussion focused on referrals and data utilisation. Feedback was that MOD and industry would like more pre-referral engagement and were realising that they had a part to play in improving data utilisation.

Industry and the MOD had made the offer of short secondments to increase the SSRO’s understanding of commercial teams and how they use our guidance in practice. The CRO was discussing the options with stakeholders and intended to bring the group back together to agree an action plan on secondments.

SSAT had agreed, in principle, to hold a workshop on alternative pricing examples once the review of legislation consultation was published.

Board members commented that the SSRO team deserved credit for developing the positive engagement with stakeholders.

4.4. The Chair of the Audit Committee gave a brief update on the Audit Committee’s discussion on risk. The recent internal audit review on the Audit Committee’s effectiveness had highlighted that there should be clarity about the Board and the Audit Committee’s role around the management of risk. A session with the new Chief Executive and the new Board member would be arranged over the summer to discuss. The Audit Committee endorsed the risk register as presented and the Board noted and endorsed the risk appetites as presented.

The Board:

• noted the information provided in the report; and
• considered and adopted the Corporate Risk Register and individual risk appetites.

5. Corporate Performance Report (SSRO 04-0323)

5.1. Neil Swift, Chief Executive, introduced the Corporate Performance Report, which provided an update on how the SSRO was delivering against its corporate priorities as set out in the Corporate Plan.

5.2. Directors then discussed issues arising within their work areas that were not covered in greater detail elsewhere on the agenda:

• MOD access to DefCARS. This was moving forward, and access would be provided for 22 MOD users as an interim solution while the SSRO continued to seek a long-term solution.
• Accommodation. The MOTO had now been received and was with Legal for review. The project team had been engaged and plans for the transfer of furniture were being put in place. Security access was being installed on the doors to our area and meeting room options were being finalised.
• IT was rated amber as the SSRO had failed the second part of the cyber-essentials plus certification due to an external issue with Microsoft. The assessment had been rerun and had now been passed.
• The CRO gave an update on recent referrals and pre-referral engagement.

5.3. The Board noted that the format of the CPR would be reviewed against the new corporate plan and objectives and that an updated version would be presented to the June Board. The Board was invited to send feedback and ideas on the format of the CPR to the Chief Executive.

The Board:

• reviewed and commented on the Corporate Performance Report.

6. Corporate Plan (SSRO 05-0323)

6.1. The Chair introduced the item, noting that there had been a change in emphasis in the plan and in the way it was communicated and that it had received positive feedback from stakeholders.

6.2. Colin Sharples, Head of Policy, Referrals and Support, and Peter Regan, Policy Manager, outlined the feedback from the consultation on the draft corporate plan 2023-2026. The written responses received have been circulated to Board members via Decision Time. Written responses were also expected from DSOP and SSAT and were expected to be supportive of the plan and to emphasise the MOD’s view that the SSRO should continue to prioritise support for the implementation of the Procurement Bill regulatory reforms by developing changes to guidance and DefCARS. This was a view shared by industry respondents.

6.3. The Board was asked to approve the draft corporate plan for publication and to approve the draft consultation response document for submission to those stakeholders invited to comment on the proposed plan.

6.4. The Board commented that it was impressed with the progress of the plan and that the positive stakeholder engagement was to be commended. Members raised the following specific points on the plan:

• One respondent expressed concern that the SSRO might hold a view as to a particular preferred contract profit outcome range. The Board suggested that this misperception be specifically addressed in the response to the consultation documentation.
• The Board noted that it was surprised to see a comment from a respondent querying if the SSRO was able to make a legally binding determination when it was not party to the contract. This reflected a relatively new stakeholder’s misunderstanding of the legislation.
• The Board queried how the timing of the activity review was presented noting that it was being undertaken earlier than originally expected due to delays with the review of legislation. It was noted that the work may not be completed in year one and that it should be made clearer that this was when the work would commence.
• Responses from industry contained familiar concerns on the BPR methodology and the Board suggested that the SSRO consider if it could close these specific issues given that it required considerable resource to explore at a time when the methodology was accepted and stable.
• When considering stakeholder surveys, it might also be worth considering the use of pulse surveys in future years.
• It was acknowledged that resources may have to be reallocated depending on progress with the Review of Legislation and that it could be useful to add a footnote to the table in Appendix 2 to state that staffing would be flexed in accordance with the corporate plan.

The Board:

• approved the Corporate Plan 2023-2026.
• agreed the Corporate Plan should be formally submitted to the MOD for consideration by the Minister for Defence Procurement.
• agreed to publish the Corporate Plan in April 2023, allowing time for a response approving it from the Minister for Defence Procurement.
• agreed the Response to Consultation document.
• agreed that when the plan is published, the response to consultation should be provided to stakeholders who were invited to comment on the proposed plan.
• authorised the Chair, after consultation with the Chief Executive, to agree changes to the final documents provided they are not inconsistent with the Board’s views.

7. Workforce Strategy (SSRO 06-0323)

7.1. Neil Swift introduced the report, which updated the Board on progress made on updating the SSRO’s Workforce Strategy in response to discussions with and feedback from stakeholders. The SSRO wished to build on the momentum developed and seize the opportunity identified in discussions at the tripartite workshop.

7.2. The Board was asked to endorse immediate actions to:

• Retain and restate the SSRO’s underpinning workforce principles, people values (updated to reflect the REACH behaviours) and vision.
• Exchange skills, knowledge and experience between the SSRO and its stakeholders whilst not impacting our independence.
• Further build and maintain internal skills through targeted training and development and access to the defence learning environment (DLE).
• Embed commercial experience requirement in operational recruitment.

7.3. The Board noted that the SSRO’s resource model remained appropriate, acknowledging that the SSRO can meet its resource requirements through balancing an internal team, whose skills are maintained and developed with the support of skills, knowledge and experience drawn from external stakeholders and experts as required and appropriate.

7.4. Action had already been undertaken by the Chief Regulatory Office and Defence Advisor to develop and implement a bespoke training plan based on the MOD’s Commercial Pathway for its own staff using material in the DLE. Pathways were tailored to each of the SSRO’s operational teams.

7.5. A skills survey was underway and following completion, analysis would be undertaken and used to inform recruitment, training and development plans which would be reported to the People Committee and Board.

7.6. The Board was also asked to approve action to retain/refresh the independent panel members up to a maximum of six. The job description and advert had been approved and there were some useful lessons to be learned from the recent NEBM recruitment exercise. Stakeholders would be asked to put forward names with the desired commercial skills.

7.7. The Board noted that the workforce strategy was not intended to be a public document and that it would be overseen by the People Committee once the Board had endorsed these initial plans.

7.8. The Board noted that this work needed to be carried out within the existing budget and that once the Corporate Plan and objectives had been agreed, resources could be reallocated as needed to ensure the organisation was meeting its statutory functions and corporate objectives.

The Board:

• endorsed the proposal to retain the strategy principles and vision, alongside updated people values to incorporate the REACH behaviours.
• endorsed the planned actions on outgoing / incoming placements, use of the defence learning environment and operational recruitment material.
• approved action to retain / refresh the independent panel members up to a maximum of six.
• noted plans to report back to the People Committee and Board.

8. Stakeholder Engagement Strategy (SSRO 07-0323)

8.1. Jo Watts introduced the refreshed stakeholder engagement strategy, which had been approved by the Board in September but reviewed again following the completion of the capability review and work undertaken as part of the corporate planning process for 2023-2026.

8.2. The updated strategy reflected the SSRO’s intention, in light of stakeholder feedback, to have targeted interaction with stakeholders and investment in the structured development of SSRO staff skills. The refreshed strategy was more concise, and consistent with the approach adopted in preparing the draft SSRO Corporate Plan 2023-2026. The strategy also reflected input and advice from the SSRO’s Communications Adviser, to ensure that it is aligned with proposed improvements to the SSRO’s communications plans and activities.

8.3. Colin Sharples, Head of Policy, Referrals and Support, and Peter Regan, Policy Manager, outlined the key points in the report and the Board made the following comments:

• Whilst it was important that the document be published on the SSRO website, the Board noted the usefulness of LinkedIn in getting short, concise messages out to stakeholders.
• It was noted that website content would be moving towards HTML pages to enable users to drill down into specifics sections rather than having to view the whole document. This would also enable the SSRO to understand engagement on the website and inform future strategies.

8.4. The Board discussed if high-level stakeholder engagement should be overseen by the Regulatory Committee given it is a strategy and suggested that the Executive review these responsibilities. [Post Meeting note: the Executive concluded that this was not necessary as it was not formal guidance being issued externally but intended to guide the SSRO’s activities in stakeholder engagement.]

The Board:

• approved the second iteration of the refreshed stakeholder engagement strategy; and
• approved its publication at the same time as the SSRO Corporate Plan 2023-2026.

9. Update from Regulatory Committee (oral)

9.1. Peter Freeman presented the key points from the Regulatory Committee held on 8 March 2023. The Committee:

• Received an update on progress with the Review of Legislation.
• Approved the response to the compliance methodology consultation for publication.
• Agreed to a new shorter annual compliance report. The Committee recommended that there should still be a covering letter sent to the Minister.
• Noted minor changes to the reporting guidance.
• Noted progress on the data utilisation project.
• Agreed to publish an overview document on the SSRO’s guidance and noted plans to improve the process for seeking and responding to stakeholder feedback on SSRO guidance.

The Board noted the update.

10. Update from Audit Committee (oral)

10.1. Alastair Groom presented the key points from the Audit Committee held on 21 March 2023. It was noted that the recent review of Audit Committee effectiveness had recommended that Board minutes contain a more detailed report of business transacted at the Audit Committee.

10.2. The Audit Committee:

• Discussed an outstanding action relating to a review of DefCARS project expenditure. A paper was tabled, and the Committee would discuss this outside of the meeting.
• Received and discussed the regular corporate resources report.
• Approved the updated counter-fraud policy.
• Received and discussed the regular risk management report and approved the updated risk policy.
• Discussed the production plan for the Annual Report and Accounts (ARA) 2022/23 and approved the interim financial statements for 2022/23. It was noted that the ARA would be circulated to Board members for comment ahead of the June Audit Committee and that it would be circulated to the Minister for Defence Procurement at the same time as it was issued to the June Board meeting.
• Received and discussed the interim NAO audit report for 2022/23, which was recommending a clean audit report.
• Received and discussed an internal audit report on the Audit Committee’s effectiveness. A moderate audit opinion was issued, and the Committee was in discussion with GIAA about some of the points raised in the report. The final report would be presented to the June Audit Committee.
• Received and discussed an internal audit report on the SSRO’s key financial controls. A substantial audit opinion was issued.
• Received and discussed the regular internal audit report and approved the draft internal audit plan for 2023/24.

10.3. The Audit Committee Chair also reported that he had attended a meeting for TLB Audit Committee Chair’s on 8 March 2023 that had been useful.

The Board noted the update.

11. Update from People Committee (oral)

11.1. Claire Williams presented the key points from the People Committee held on 20 March 2023. The Committee:

• approved the final pay management guidance for implementation from 1 April 2023;
• received a presentation on the workforce strategy; and
• discussed the initial action plan in response to the recent staff survey.

The Board noted the update.

12. Future agendas, reflections on meeting and any other business

12.1. The Chair introduced a two-page document showing the business of all Board and sub-committee meetings for the next 12 months.

12.2. The Board discussed the format of Board papers and how members used the comments function in Decision Time. The Executive had improved the clarity of issues in papers and moved more detailed information into appendices. It was agreed that papers should be taken as read and that introductions to papers should focus on the key discussion points.

12.3. The next meeting of the Board would take place on 15 June 2023 at 14:00.

13. Any other business

13.1. The Board was reminded to submit their final expenses and additional days before 31 March.

14. Non-Executive Board Member discussion

14.1. Only Non-Executive Board Members remained for this discussion. The members discussed:

• the transfer of Chief Executive responsibilities from Neil Swift to Jo Watts.
• the Chief Executive’s bonus.