Minutes 

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.

 

2.1        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.   

     

3.1        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.

 

4.1        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. 

5.1        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. 

 

6.1 Mr Burton introduced the paper which set out the financial arrangements in place for the operation of the company. The Board noted the paper.