CONSUMER SCOTLAND
GOVERNANCE BOARD MEETING
Tuesday 17 June 2025
12:30-15:00
By MS Teams
Minute
Board Members present:
David Wilson, Chair
Nick Martin, Member (NM)
Angela Morgan, Member (AM)
Also in attendance:
Sam Ghibaldan, Chief Executive
Sue Bomphray, Director of Operations and Partnerships
David Eiser, Director of Research and Analysis
Douglas White, Director of Policy and Advocacy
Ian Forbes, Accountant (item 7)
Jill Rosie, Assistant Director of Operations and Partnerships (items 10 and 11)
Tracey Reilly, Head of Consumer Markets (item 11)
Polly Mazurkiewicz, Secretariat
Apologies:
James Walker, Member (JW)
Welcome and Declaration of Interest
1. The Chair welcomed everyone to the meeting taking place via Microsoft Teams.
2. Apologies were recorded for JW, who was unable to attend. JW had reviewed the papers and his comments and approvals were recorded via email ahead of the meeting.
3. No conflicts of interest were declared for the meeting.
4. The Board approved the minutes of the previous Board meeting, held on 20 May 2025.
5. The Board approved the minutes of the Investigation endorsement meeting which was held on 2 May 2025.
6. Pending changes agreed at the preceding Audit and Risk Committee (ARC) meeting, the Board noted the minutes of the ARC held on 11 March 2025.
Actions
7. The Director of Operations and Partnerships provided an overview of outstanding actions arising from previous meetings. In particular it was highlighted that:
- All actions were now allocated a target completion date
- It was proposed to hold a visit to ADS on the date of the December Board meeting
The Board noted the update.
Chief Executives Report
8. The Chief Executive introduced his quarterly report, highlighting the volume of activity underway across the organisation.
9. Consumer Scotland’s (CS) application for super-complainant status would soon be submitted to the Department for Business and Trade. This would allow CS to make a complaint to the CMA in relation to the operation of a market, or features of a market, which appear to be significantly harming the interests of consumers. Due to the requirements of the application process it was expected that CS would granted super-complainer status by next Spring.
10. Any decision to make use of the powers would be given careful consideration, and reflect the seriousness of any identified harm.
11. The Chief Executive then updated members on the recent publication of CS’ first investigation – Converting Scotland’s Home Heating.
12. Alongside publication on 10th June, the report had been submitted to Ministers in line with legislative requirements, and coordinated comms activity had taken place which secured day-long coverage on STV, BBC, and radio. The Chief Executive recorded his formal thanks to the Head of Communications for the media strategy.
13. Colleagues would now deliver the advocacy strategy to advance the recommendations over the coming weeks and months. This would include the opportunity to influence the refreshed Heat in Buildings (Scotland) Bill, with engagement with officials already underway.
14. The Chair commented on the success of the Investigation, and its reception, and recorded the Board’s formal thanks to everyone involved.
15. The Chief Executive then updated members on the Head of Post’s recent appearance at the Scottish Affairs Committee in Westminster. The Head of Post answered questions clearly, using evidence from CS’s research and analysis. Formal thanks were recorded for the Head of Post.
16. An update was provided on the recently announced Scottish Government hybrid working policy, which proposed 40% attendance in the office from October, with the intention to increase office attendance over time. The Executive Team were actively considering the policy, taking into consideration operational requirements and internal staff feedback.
17. The Chair noted that CS should simultaneously view hybrid working, and ongoing discussions regarding office accommodation, both through management and public service reform lenses. It was important to work in partnership with staff and also to recognise the wider conversation.
Management Accounts
18. Following discussion at the preceding Audit and Risk Committee (ARC), the Director of Operations and Partnerships updated members on the Oracle system. We now have access to more reporting features but expect the functionality to improve further in the future.
19. It was noted that grant funding from DBT was still to be confirmed, which was delaying recruitment in the energy teams. A risk based approach was being taken with employment offers being made on a provisional basis, which allowed security checking to get underway in anticipation of funding approval.
20. The Board noted the update.
Risk
21. Following discussion at ARC, the Director of Operations and Partnerships updated members that it had been recommended to move risk 24-006 (Strategic) from the Strategic Risk Register to the Operational Risk Register.
22. An update was provided regarding the Supreme Court judgment on the meaning of “sex” in the Equality Act 2010. The Scottish Government had provided a holding position while the EHRC work through recommendations for organisations. CS was monitoring developments to ensure any changes to current policy were made in accordance with guidance to public bodies. A risk has been added to the Operational Risk Register.
23. It was agreed that a new risk regarding hybrid working policy and employee relations is to be added to the Strategic Risk Register.
24. The Director of Operations and Partnerships advised that a risk relating to the safe use of AI is being drafted for the Operational Risk Register.
25. The Board approved the proposed changes to the strategic risk register.
Outline of medium to long term financial plan
26. Following discussion at the preceding ARC, the Director of Operations and Partnerships updated members on the approach to medium to long term financial planning.
27. It was noted that SG’s medium to long term plan was expected to be published next week. CS planning was based on continuing to deliver in its current staffing structure. Any additional staffing would be on the condition of additional funding streams.
28. The Chair invited comments from the Board. In summary:
- The starting point must be meeting the needs of Consumers in Scotland
- There is an opportunity to be aspirational
- The plan may need to be more stretching and prepared for worst case scenarios, testing the resilience of the organisation for unwanted but possible events
- Board involvement should be sought in scenario planning with a safe space provided for stress testing
- We must be clear on the audience of the plan
Annual Report and Accounts
29. The Finance and Accountancy Adviser joined the meeting.
30. The Director of Operations and Partnerships provided an update on the Annual Report and Accounts report for 2024-25. It was noted that there were some updates still to be made, but that now was an opportune time for Board feedback and suggestions ahead of the document being submitted to external auditors Deloitte on 15th July.
31. The Board provided feedback on the document. In summary:
- Overall, the draft provided was “outstandingly good”
- The foreword and introductory text should be drafted to communicate the work of CS to parliamentarians
- The narrative on the relationship between funding bodies should be considered as per ARC feedback
- We should anticipate the questions readers may have and ensure these are easy to find
- The recommendations register session received positive feedback
- Some corporate language such as “pulse survey” and “operating rhythm” should be reviewed to ensure it is understood by an external audience
32. The Director of Operations and Partnerships thanked members and took an action to make final amendments. The document would be stress tested to ensure it answers the difficult questions.
33. The Finance and Accountancy Adviser left the meeting.
ARC Effectiveness Assessment
34. The Chair invited NM to present findings of the ARC Effectiveness Assessment.
35. NM noted that the ARC has a duty to review its performance and report on this to the Board, which is the purpose of this paper.
36. NM provided an overview of the findings and highlighted key points and next steps:
- Actions for the ARC regarding grant funding oversight were already in train with the internal audit review
- Audit training should be developed, and be included in member induction packs, alongside ongoing training
- ESS, a similar sized NMO, has an independent member on it’s ARC. To date CS has felt that this was not necessary but at the joint Board meeting with ESS it would be worth understanding their experience of having an independent member
- There was a divergence of opinion on long term planning but this has been addressed
- Information flow and proportionality between the organisation and the ARC/Board is important and we must remain vigilant of this, with a trusting and communicative relationship between members and the executive team
- The ARC has to be able to sufficiently challenge the organisation
37. The Chair thanked NM for his helpful summary, and thanked those who contributed.
The Board offered its reflections:
- The ARC has very comprehensively reviewed its work and performance through this process
- There is value in learning lessons from others
- The assessment assures us that it is improvement actions and not a crisis that we need to address
- The point around information flow and proportionality is important and this should be a two-way channel between members and management. We should reflect on other public sector governance issues and challenge ourselves against the issues identified
- Training materials for new ARC and Board members will be helpful and can draw from already available resources
Accommodation
38. The Chief Executive updated members on ongoing discussions regarding office accommodation in Edinburgh and Glasgow:
- Consideration was being given to whether it was possible to reduce the costs associated with Thistle House
- The cost of SVP was expected to rise significantly following the Ministerial decision that accommodation providers seek full cost recovery from tenants. We are in touch with the Chief Surveyor to scope alternative Glasgow office space
- This was being considered alongside the organisation’s approach to the recently announced SG hybrid working policy, which mandates office use
39. The Board noted that these were complex issues, and agreed that decisions should be reached once more information was available.
40. The Director of Operations took an action to produce a paper that summarised the issues at play and produced a timeline for decision making and next steps. A follow up discussion would be arranged once this had been circulated.
41. The Chair thanked colleagues for their update.
Approvals
42. The Assistant Director of Operations and Partnerships joined the meeting to discuss the approval of a number of governance documents.
- Business continuity policy – subject to the amendments discussed at the preceding ARC, the Board approved the policy
- Whistleblowing policy – subject to the amendments discussed at the preceding ARC, the Board approved the policy
- Standing orders – the Board requested that the section regarding the attendance of Board members being required at advisory committees be revisited, and the document was approved subject to these changes
- Framework agreement – the Assistant Director updated members that the final version of the document had been provided, following extensive engagement with SG. The Board approved the document and it would now be sent to SG for final agreement.
Statutory Review of Performance
43. The Head of Consumer Markets joined the meeting to discuss the Statutory Review of Performance.
44. The Assistant Director of Operations and Partnerships updated colleagues on the statutory requirement for CS to review its performance after 3 years of operation. Suggested approaches had been outlined in the paper and the Board were asked for their feedback.
45. The Board fed back that the review should be limited to the statutory requirements, and the remit of the first review should reflect on how the organisation had been set up and if the approach taken allows CS to fulfil its role.
46. It was agreed that further discussion was required on the terms of reference, and the desired expertise of the person or body appointed to conduct a review, and an action was taken to arrange a follow up discussion between the Chair and relevant colleagues.
AOB
47. There being no other business, the meeting closed.