THE GLASGOW HOUSING ASSOCIATION LIMITED
MINUTES OF GHA BOARD MEETING
Friday 26 March 2010
Present: Sandra Forsythe (Chair), Alastair Dempster (Vice-Chair),
John Grant, Keith Kintrea, Wilma Masterton, Liz Walford,
Ian Wall, Kate Willis and (In Part) Councillor Philip Braat
and Gordon Sloan
In attendance: Martin Armstrong (Chief Executive), Anthony Allison
(Member Services Manager), Peter Denheen (Executive
Director of Organisational Development), Graham Isdale
(Interim Director of Communications), Fanchea Kelly
(Interim Director of Strategic Engagement), Mark Logan
(Executive Director of Finance and Business Services),
Alex McGuire (Interim Director of Housing and Customer
Services), Gordon Moir (Company Secretary) and (In
Part) Maureen Dowden (Head of Customer Engagement)
Liz McFarlane (Head of Human Resources)
1. Apologies for absence
Apologies were received from James Dornan and Robert McCormick
2. Declarations of Interest
There were no declarations of interest.
3. Forthcoming events
Decided: The Board noted the information contained in the attached list
of forthcoming events.
4. Action list
Decided: The Board noted the information contained in the action list.
5. Minutes of Board meeting held on 26 February 2010 and matters
Decided: The minute of the meeting on 26 February was approved with
no matters arising.
6. Committee and subsidiary meetings
Decided: The Board noted the draft minutes of the Finance Committee and
Audit Committee on 15 February 2010, Regeneration Committee on 10
March 2010, the Business Transformation Committee on 12 March 2010 and
the Operations Committee on 22 January 2010.
A member noted the discussions of the Regeneration Committee in respect of
mid-market rent. The member requested that a report be brought to the next
meeting on mid-market rent scheme.
A member noted that commercial property was also being discussed at the
Regeneration Committee as well as being an area GHAM considers. The
member asked if this was being considered to ensure the management of
commercial property is consolidated. Martin Armstrong confirmed that
commercial property was currently being considered by the Executive Team.
A member stated that the Regeneration Committee was also considering the new
build programme in detail.
In relation to the Operations Committee, a member stated that when considering
areas such as housing foreign nationals we must ensure that we consider any
equalities impact. Alex McGuire confirmed that the paper considered by the
Committee included a full equalities impact assessment.
7. Governance Review
Gordon Moir introduced the report and recapped on progress to date. He
explained that the Business Transformation Committee had considered
progress in detail at its last meetings, with its recommendations incorporated
into the report. Revised wording for aspects of the report were circulated to
Gordon delivered a presentation outlining the key issues identified at the
Business Transformation Committee which required further discussion.
Gordon explained that in respect of LHO Committee nominations, it had been
proposed at the Business Transformation Committee that nominations be
tenants only. He sought the views of the Board on the proposal.
A member stated that by restricting nominations to tenants we risk not being
able to capitalise on the valuable input and commitment of owners in
promoting tenants’ interests.
A member noted that there would potentially be an issue if a large proportion
of LHOs nominated owners and that this might pose difficulties in selecting
which owners could be LHO nominees.
The Chair noted that Area Committees would be sub-Committees of the
Board and an integral part of our high level governance structure. She
explained that the Business Transformation Committee had considered if this
meant we should seek only tenant nominations.
The Chair noted that some LHO Committees had changed their constitution to
allow owners to become the LHO Chair.
Gordon Moir explained that it was proposed that the Appointments and
Appraisals Committee would consider and engage with LHOs over their
A member noted that this would need a concise process to ensure
Maureen Dowden agreed and acknowledged that any process would need to
be transparent. She explained that we would continue to engage with LHOs
to ensure the Area Committees provide improved tenant empowerment, but
recognised the valuable role owners presently play throughout the network.
Maureen explained that we would also need to consider what capacity
building we could put in place to support LHO Committees.
Gordon Moir explained that discussions with LHO Committees will continue to
be a crucial part in defining the Area Committees and that we will look to
review the position after one year.
A member stated that we must ensure that we clearly explain to the LHO
Committees the level of involvement required on serving on Area Committees.
A member noted that there is a risk that we encounter complications
populating Area Committees and suggested that Area Committees could use
independent member places to appoint owners.
A member concurred with the proposal and stated that we should ensure that
Area Committees are tenant led. The member stated that if there are capacity
issues, we should set out a clear plan for moving to the Area Committees
being tenant led.
Martin Armstrong advised that building capacity is something we need to
A member agreed with the previous comment that we must clearly set out
how Area Committees would make the transition to being tenant led and that
we must continue to engage owners, who continue to make valuable
A member agreed that we should continue to consider how we engage with
owners and retain the contribution they make for our tenants.
Maureen Dowden noted that there is also provision for a nomination from the
A member asked how many LHOs would be in each Area. Gordon Moir
provided a breakdown of the anticipated number of LHOs in each area
The Chair supported the revised wording circulated in respect of LHO
A member stated that we must ensure that we actively encourage tenant
nominations in the first instance.
Gordon Moir explained that another issue considered was the right to appeal
any decision not to appoint a nominee to the Area Committee. He explained
that given the original decision would be taken by the Appointments and
Appraisals Committee this would be an appeal to the Board.
A member supported the proposal and suggested that extended guidance be
developed outlining where a nomination would be refused.
A member asked if we would explain to any such person the reason that their
nomination could not be approved.
The Chair noted the need to ensure confidentiality in doing so.
A member suggested that any criteria should not be exhaustive and be
A member agreed and suggested that the right to appeal should be enshrined
in the Standing Orders.
Martin Armstrong explained that an example would be where an individual
was in arrears, as this would present a conflict if such a person was
considering an eviction based on arrears.
A member stated that with regard to arrears, we must consider any breach of
A member suggested that we adopt the criteria currently in place for Board
A member asked how we would look to establish issues such as a criminal
record. Gordon Moir advised this would be primarily self-certifying by the
A member noted the need to bear in mind the Rehabilitation of Offenders Act.
A member commented that if we have set criteria, the need for an appeals
process would be uncertain.
Gordon Moir explained that the right to appeal would still be necessary, in line
with Code of Conduct.
It was agreed that criteria would be worked up, modelled on the current Board
Gordon highlighted that an issue requiring consideration moving forward will
be determining where in the governance structure city wide dialogue and
policy decisions would be taken. He advised that further work would be
undertaken to ensure that such discussion is holistic.
A member stated that we must consider the role of the Executive going
forward and clarify where decisions will be made. The member commented
that when the role of the Board and Executive is established, the remainder
will naturally follow.
Gordon explained that another issue for consideration was whether Area
Committee members could nominate a deputy.
A member noted that this would be inconsistent with what the Board does and
therefore not appropriate.
The Board agreed that given this was inconsistent with Board practice,
deputies would not be appropriate. It was agreed that the Area Committee
Standing Orders should always be consistent with those of the Board.
Gordon explained that it was also proposed that the Chair of the Area
Committee be a Board member, potentially subject to review in 2011.
A member asked if the Chair would be a nominated tenant Board member.
Gordon Moir advised it could be any Board member.
The Chair supported the proposal that the Chair could be a Board member,
which was consistent with other sub-Committees of the Board but that the
review be implicit, not explicit, and one year may be too soon.
A member agreed that the Chair should be a Board member and that this
should be any Board member.
The Chair stated that any tenant or Council nominated Board member could
not sit as Chair in their own area or constituency.
Gordon Moir introduced the draft Standing Orders and explained that they
sought to set out the role of Area Committees and how they should operate.
The Chair invited comments on the draft Standing Orders.
A member suggested that the proposal to have co-optees could be replaced
by the ability to invite external partners on an as required basis.
A member suggested that a definitive list should be established for
organisations which co-optees could be drawn from.
A member suggested that we may not have a prescriptive list or we must
ensure that any list would need to be significantly expanded as the ability to
co-opt will be a key empowerment mechanism.
The Chair stated that the use of co-optees and extending invitations to
partners to meetings could be used together.
A member suggested that we may provide an indicative list that is not entirely
exclusive, with scope for proposing a co-optee from outwith the list on a case
by case basis.
A member stated that given there is reference to the Operations Committee,
we should also do so for the Regeneration Committee. The member stated
that we must be clear what powers lie where in terms of our governance
Gordon Moir explained that the development of KPIs would seek to bring
clarity on where responsibilities lie on a citywide, area and local basis. He
recapped on the worked examples considered at the recent Board away day
as how this would translate in practice.
A member stated that the management of evictions could be logistically
A member noted that it was proposed that the Area Committees meet no less
than four times a year and suggested this be set at a maximum of 6.
The Chair suggested that the decision on this be open to each Committee.
After further discussion it was agreed that the Area Committees would meet
up to six times a year, other than in exceptional circumstances, and agreed by
A member stated that we must ensure our corporate governance sufficiently
resourced to service the additional Committees. Martin Armstrong confirmed
this would be addressed in the ongoing organisational review.
A member asked if we would publish Area Committee minutes publicly.
Gordon Moir advised that this would be a consideration, particularly with the
impending Freedom of Information requirements.
A member stated that if we were to publish minutes publicly, we would need
to consider this in conjunction with our other sub-Committees.
A member noted that the spending guidelines at Appendix 6 were all capital
Gordon Moir explained that the proposal did not include the scope to appoint
staff, pay bonuses or refine terms and conditions which would not sit with
A member noted reference to the Finance Committee in Appendix 2 and 3.
Gordon Moir explained that this was reference to the high level role the
Finance Committee would play, predominantly through reports to the
The member suggested this be given further clarity to ensure there was no
scope for misinterpretation.
After further discussion, various amendments to the wording were agreed and
Gordon Moir agreed to incorporate them into the Standing Orders.
The Chair then sought views on the draft Tenants’ Charter.
A member suggested that the Charter be reviewed after 1 year, then on a 3-
A member sought clarification on how consultation over senior staff
deployment would work. Maureen Dowden agreed that the wording should be
refined and explained that the aim is to provide assurance that there will be
LHO input into the recruitment process. She advised a process will be drafted
for how LHOs will have an input to senior staff appointments.
A member asked how many of these posts existed. Maureen explained this
would be the Housing Operations Manager role, with the exact number to be
determined as part of the organisational review.
A member asked what highlighting the role of the Committee would mean in
practice. Maureen explained this was about engaging tenants to help build
A member suggested that the areas which offer LHOs ‘greater influence’ be
given greater prominence.
A member asked if new LHO constitutions would be introduced.
Maureen explained that LHO constitutions are currently part of the RMA and
that a revised constitutional framework was being developed.
A member asked if there would be a move away from LHOs having an
individual identity. Maureen Dowden advised that this would be the case in
relation to staff, following strong feedback from the organisational review that
staff wanted to be seen as one GHA.
After further discussion, various additional amendments to the wording and
formatting were agreed. Gordon Moir agreed to incorporate the amendments
into the Tenants’ Charter.
Decided: The Board
1. agreed amendments to the Standing Orders,
2. agreed amendments to the Tenants’ Charter to be used in further
dialogue with LHOs, and
3. agreed the proposed timeline for finalisation of the governance
review and steps therin.
8. Organisational Review/Values
Peter Denheen introduced the report and delivered a presentation covering
Peter recapped on the key aims of the organisational reviews and the benefits
that the review will deliver.
Peter outlined how these benefits would be realised and the shift in focus they
Peter explained the process which has been undertaken in developing the
review. He explained that this involved both internal and external feedback,
as well as working with our trade union colleagues.
Peter recapped on the consultation exercise, the common areas of feedback
and set out the timeline for the conclusion of the review.
Peter explained the key changes to the key roles in delivering frontline
services and how these changes would allow us to get closer to our tenants
Peter provided a summary of where services would be delivered at a local,
area and corporate level under the revised structure. He explained where
services had been devolved out from the centre and the rationale
underpinning the changes.
Peter outlined the issues which were identified to be tackled as part of the
review. He explained how the new structure would address the issues
identified and how the changes would allow the organisation to improve.
Value for money/benefits
Peter explained that a key driver of the review was achieving greater value for
money. He recapped on the efficiencies assumed in the business plan.
Peter explained that we would ensure that we continued to offer competitive
terms and conditions and this would be done so within the financial envelope
agreed. He stated that any changes to salaries were subject to the GHA job
evaluation process and any general pay increase would be self financing and
within the budget figures quoted. He also outlined the changing balance of the
staffing budget between corporate and frontline.
Peter reaffirmed the benefits of the new area structure, building on the
outcome of the strategic options review. He explained how we would
introduce modern industry practices to further reinforce the benefits.
Peter provided a summary of performance during the current period of
change, in particular in terms of attendance, organisational KPIs and the
results of the recent staff satisfaction survey. He explained that the trend has
remained one of improving performance which was a real achievement in a
period of such change.
Peter outlined the proposed organisational values and explained the process
which was undertaken, including consultation, in arriving at the proposed
values. He explained the purpose of the values and how it is proposed the
values will be embedded throughout the organisation.
A member suggested that further analysis of the responses to the consultation
document would have been beneficial.
Peter explained an extensive consultation was undertaken and that the
responses were mainly supportive. He advised that we continue to discuss
the proposals with our Trade Union colleagues.
Martin Armstrong added that the consultation was around setting our vision
for the future shape of the organisation and how our staff felt about that vision.
He provided an assurance that the consultation feedback had been given due
A member stated that they were keen we progress with the implementation of
our new structure and delivering improvements for our tenants.
A member stated that they were particularly enthused about the introduction
of a training academy and what this could offer our staff and the wider
community. The member stated that we should also look at what innovative
activity, such as staff exchanges and research grants, could be undertaken at
A member asked if LHO opening hours would be amended as part of the
review. Liz McFarlane advised that this was an area under discussion, taking
account of the options offered by the Customer Service Centre.
The Chair welcomed the possibility of reconsidering LHO opening hours to
offer greater flexibility.
Liz explained that we were also looking at how housing officers could
undertake a greater range of tasks face to face with tenants.
A member noted that we were delivering a large programme of change at a
fast pace and welcomed the positive feedback to the Chief Executive
A member stated that they were also excited by the prospect of a GHA
academy and that they would welcome the plans for the academy going
beyond 1-2 years. The member stated that they would particularly like to see
the role of the academy in the wider community developed.
A member concurred and stated that they fully supported the introduction of
an academy. The member commented that real long term benefits could be
derived via the academy.
A member stated that they fully supported the proposed values. The member
explained that they fully supported the academy proposals and the role it
could play in developing our staff.
A member commented that we should seek to maximise the use of hand held
technology. Liz McFarlane advised that this would be in our plans moving
forward, with back office administration support in the meantime.
Decided: The Board
1. noted the content of the report, and
2. agreed that a formal project be set up to scope the Training
Academy so that a fully costed proposal could be brought to
Board in May 2010.
9. SST Transactions – Permission to seek Section 66 consent
The following item was considered:
A Report by Gordon Moir, Company Secretary and Mark Logan, Director of
Finance and Business Services which provided members with an update on
the progress which had been made by GHA towards completion of two
Second Stage Transfers (“SSTs”) to Cernach and Queens Cross Housing
Associations (each of which is a “Second Stage Transferee”), and advised
Members of the proposed terms of those transfers.
The following items were tabled:
Drafts of each of the Secondary Transfer Agreements (“STAs”) to be entered
into between GHA and the two Second Stage Transferees to give legal effect
to the transfers.
While the Board has previously had sight of and has approved earlier versions
of the Secondary Transfer Agreement, members were advised that the
agreement was in substantially the same form as had been approved by the
Board for the first six transfers. Part 35 of the Schedule and Clause 4.15 of
the STA dealing with provisions for retrospective central resource
disaggregation had been deleted in light of the recent arrangements for such
disaggregation having been discharged for the two transferee Housing
Associations. Otherwise, the only material changes were factual matters
directly relating to the individual Housing Associations.
The Board noted that:-
In terms of section 66 of the Housing (Scotland) Act 2001 the written consent
of the Scottish Ministers is required for any disposal of land and associated
property) by a registered social landlord. An application for section 66
consent will have been made and following Board approval will be activated
and it will be managed in a similar way to previous transfers.
GHA’s funders are expected to give GHA such consents as are required
pursuant to GHA’s own funding arrangements to permit completion of the 2
SSTs and that the documentation to release the stock from charge will be put
in place pre-transfer.
The necessary statutory consents from the Scottish Ministers to permit the
disposals would be obtained prior to completion of the two SSTs.
It was resolved as follows:-
1. To authorise that Gordon Moir as signatory, and Company
Secretary activate a section 66 application previously intimated to
the Scottish Housing Regulator relating to the sale of land /
property (tenanted and untenanted) to Cernach Housing
Association and Queens Cross Housing Association;
2. To complete the legal transfer of the two SSTs and to transfer the
respective houses, land, contracts, related assets and affected
staff to Cernach and Queens Cross Housing Associations, on the
terms and conditions set out in the two STAs, subject to
finalisation in terms of 4.5 below;
3. To approve the terms of the two draft STAs, including any
documents contained or referred to in the Schedules to the STAs,
subject to any final changes referred to at 4.5 below;
4. To delegate authority to the CEO and /or Gordon Moir as
signatory, and Company Secretary agree and activate the required
detail, content and form of applications for section 66 consent
with the Scottish Housing Regulator and to negotiate, agree and
finalise any amendments to the STAs (including any documents
which are referred to in, or are ancillary to, the STAs) and to any
other matters which require to be finalised prior to transfer;
5. To authorise any of the Chair, any Board member or Gordon Moir
as signatory, and Company Secretary execute on behalf of GHA
the STAs and all documents which are referred to in, or are
ancillary to the STAs including all dispositions and other
conveyancing documents which are required to effect the
6. To authorise the Director of Finance and Business Services
to arrange for any payment by GHA to either transferee, as
updated and advised to the Board, at the transfer;
7 To authorise the Chief Executive and/or Gordon Moir as
signatory, and Company Secretary arrange for such other acts,
deeds or provisions to be done or put in place to effect the
10. Funding Restructure
Mark Logan introduced the report and explained that work continued in
respect of the funding restructure.
Mark delivered a presentation covering the following areas.
Mark recapped on the drivers behind the funding restructure and the need to
align our overall funding package to be one that supports the future direction
of the organisation and long term objectives.
Mark explained that this was in the context of current market conditions,
hedging arrangements and grant arrangements.
Mark provided an update on discussions with the funding syndicate in respect
of points of principle and other points of agreement which will be subject to
Mark outlined progress on the re-drafting of the loan facility and grant
arrangements. He explained that the hedging strategy was still to be finalised
and would be subject to further discussion to ensure it aligns with our
business plan priorities.
Mark explained the objectives of the restructure from our perspective and how
the new funding structure would meet these objectives. He summarised the
changes being made to deliver each of the objectives.
Mark explained the key objectives of our hedging strategy and the alternative
options which were considered. He then explained the proposed hedging
Mark then answered questions from members on technical aspects of the
Decided: The Board
1. Approved the funding restructure proposals, subject to reaching a
satisfactory agreement over the remaining issues,
2. approved the implementation of the hedging strategy, and
3. approved the cancellation of the planned April hedge drawdown
at the cost stated, should the remaining issues not be resolved
11. New Build update
Alex McGuire provided an update on progress to date with the new build
A member asked if the interest costs incurred in any front funding would be
recouped under HAG payments. Mark Logan confirmed that they would be
covered as part of the total costs.
A member noted that the majority of the Phase 2 programme was currently
behind and that the overall performance was disappointing.
A member asked if there are penalty clauses in place. Alex McGuire
confirmed that there were clauses as part of contractual arrangements.
Decided: The Board noted the content of the report.
12. New Build project approval – Springboig
Alex McGuire introduced the report and provided an overview of the
A member asked what the nature of our front funding activity was, if it related
to buying before receiving HAG or cash flow arrangements. Alex McGuire
explained we were provided the cash flow to allow the project to continually
A member asked how we were protected in this instance, if, for example, the
contractor was to go into administration. Mark Logan advised that we will
have the title in the land, from the outset.
A member asked if we will have rights in the event of any default. Mark Logan
confirmed that we will have named default rights and reiterated that we are
only paying for completed work.
Martin Armstrong explained the circumstances which led to the contracting
arrangements being proposed and provided an assurance that our interests
will be protected.
Decided: The Board
1. approved entering into a Development Agreement with Milnbank
Housing Association for 38 units of housing at a total project cost
of and private finance contribution as set out in the report;
2. noted that the total costs, as reported, have been approved by
GCC in its Offer of Grant, and are within the cost target presented
to the Board in February 2010 for this project.; and
3. delegated the Chief Executive or Company Secretary as a
signatory to the Development Agreement.
13. 2009/10 Business Plan excl. all 2009/10 Transfers
Mark Logan explained the adjustments made to the current Approved 2009/10
Business Plan cashflows and funding profile to reflect the remaining Second
Stage Transfer transactions, expected to complete based on the 2009/10
Decided: The Board noted the impact of the remaining seven 2009/10
SST transactions on the 2009/10 30 year cashflows and funding profile.
14. SST retrospective adjustment
Mark Logan recapped on the financial implications of Part 35 of the
Secondary Transfer Agreement (the retrospective clause) for the six transfers
completed to date.
Mark outlined how the calculation had been undertaken for each of the six
Decided: The Board approved the retrospective payment for each
transfer as detailed in the report.
15. Business Performance
Alex McGuire provided a summary of performance for the period across our
Key Performance Indicators (KPIs).
A member noted that repairs performance remained below target. Alex
explained that we are measuring the time taken for the end to end process,
which is not broadly done.
Decided: The Board noted the content of the report.
16. Finance Report
Mark Logan provided an update on performance for the year to date.
Decided: The Board noted the management accounts.
17. Schedule 7
Alex McGuire introduced the report and advised that the relevant checks had
Decided: The Board considered and approved the granting of the
tenancy as outlined in the report and entry as a Special Exception on the
Knightswood Housing Services Group and the central GHA Schedule 7
I certify that the above minutes have been approved as a true and accurate
reflection of the proceedings:
Signature: ……………………………………………. Date: …………..……
Chair of Board