Minutes
CONFIRMED MINUTES OF THE FIRST MEETING OF THE JNCC
SUPPORT CO. BOARD HELD WEDNESDAY 23 MARCH 2005 AT MONKSTONE HOUSE,
CITY ROAD, PETERBOROUGH, PE1 1JY
Present:
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Apologies:
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Original members and Directors
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Professor
Doyle
Dr
Faulkner
Professor Ingram
Mr Lloyd-Jones
Dr Markland
Dr Moser
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Mr Adrian Darby
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Members and Directors appointed under item 4
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Dr
Andrews
Dr Blakiston-Houston
Professor Pentreath
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Sir Martin Doughty
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Directors appointed under item 4
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Dr Vincent
Mr Yeo
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Mr Steer
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In attendance
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Mr Burton
Mrs McQueen
Mrs Quince
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Contents:
Decision papers
Information papers
1.
Chairman's Opening Remarks
1.1 Professor Ingram
welcomed everyone to the first meeting of the Board and explained
that the Company was incorporated on 2 March. David Burton
has been appointed Company Secretary and will be present at all
relevant meetings. Copies of the Memorandum and Articles of
Association had been sent to all Joint Committee members and
Support Unit Directors with their Board papers. The Board would be
presented with a forward programme of business and various reports
(financial/performance, Executive Management Board, Company
Secretary and Audit and Risk Management Committee) at its next
meeting in June.
2.
Appointment of meeting Chairman and Board Chairman
2.1 The Board
appointed Mr Darby as Chairman of the Company in accordance with
Article 41, and appointed Professor Ingram as Chairman of the
meeting and acting Chairman in Mr Darby's absence.
3.
Conduct of the meeting (
BD05P03)
3.1 Mrs McQueen
introduced the paper which proposed that Board meetings be
conducted in a similar way to Joint Committee meetings.
3.2 The Board
unanimously agreed to endorse the proposals on the conduct of
meetings subject to the recognition that some business items would
need to be treated as confidential.
4. Actions
required at the first Board meeting of the JNCC Support Co.
(
BD05P01)
4.1 Mr Burton
introduced the paper which invited the Board to make a number of
appointments and to confirm the accounting reference date. It was
noted that Dr Faulkner had been omitted from section 1.1 of the
paper but was an original member and director of the Company.
4.2 The Board
agreed:
i. that
Dr Andrews, Dr Blakiston-Houston, Sir Martin Doughty and Professor
Pentreath become additional members of the Company with
immediate effect, and that Professor Sprent become a member from 1
April 2005;
ii. that
Dr Andrews, Dr Blakiston-Houston, Sir Martin Doughty,
Professor Pentreath, Mr Steer, Dr Vincent and Mr Yeo become
additional directors of the Company with immediate effect, and that
Professor Sprent become a director from 1 April 2005;
iii.
the accounting reference date
as 31 March.
4.3 Mr Burton
explained that the companies invited to bid for external audit had
declined to do so because of the requirement to let the contract on
a year on year basis associated with the presumption that NAO would
audit the Company once it was legally competent to do so. NAO were
establishing whether one of their out-sourced companies could be
used to provide the service to the Company.
4.4 The Board agreed
that it was content with this approach and gave delegated authority
to the Chairman to appoint an external auditor on its behalf.
4.5 The Board agreed
the appointment of Lloyds TSB as bankers for the Company.
4.6 With the
composition of the Board complete the Board reconfirmed the
decisions made under items 2 and 3.
5.
Delegations within the JNCC Support Co. (
BD05P02)
5.1 Mrs McQueen
introduced the paper which presented a proposed schedule of
delegations and proposals for two sub-committees of the Board (the
Audit and Risk Management Committee (ARMC) and Executive Management
Board). Two amendments would be made to the schedules following
comments received from English Nature, namely in Annex 2 to
restrict the signing of accounts to the Managing Director and in
Annex 3 to assign responsibility for returns to the Inland Revenue
to the Head of Personnel. The amended document would be
re-circulated.
5.2 The
Board:
i.
formally accepted the responsibilities delegated to the Company
from 1 April 2005 by the Joint Committee as set out in Annex 1,
including agreement to take over the conduct of, and all rights and
interests in, the JNCC's accounts;
ii.
endorsed Annex 2, subject to amendments to reserved matters to
increase the Board's role in financial and performance
monitoring;
iii. formally
delegated to the ARMC, the Executive Management Board and the
Company Secretary the responsibilities outlined in Annex 2, subject
to the amendments noted in 5.2.2;
iv. noted
Annex 3;
v. endorsed
Annexes 4 and 5, subject to an amendment to clarify the ARMC's
responsibility for overseeing JNCC's arrangements for the
attainment of value for money, regularity and propriety; and
vi. formally
appointed the ARMC and Executive Management Board in accordance
with Annexes 4 and 5, subject to the amendment noted in
5.2.5.
6. JNCC
Support Co. financial arrangements (
BD05N01)
6.1 Mr Burton introduced the paper which set out the financial
arrangements in place for the operation of the company. The Board
noted the paper.
The Board thanked Mrs McQueen, Mr Yeo, Dr Vincent and
other staff involved for their hard work in bringing the
company into being.