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NORTHERN IRELAND TRANSPORT HOLDING COMPANY

Summary Minutes of the 192nd

Group Board Meeting of the Directors

held on Wednesday 8th

October 2014 at 9.30am

at Chamber of Commerce House, Belfast

PRESENT: J Trethowan (Chairman)

J Brown

A Coffey

T Depledge

F Hewitt

B Mitchell

G Milligan (Interim GCE)

P O’Neill (COO)

IN ATTENDANCE: C Burns (Board Secretary)

J P Irvine (Company Secretary)

S Armstrong (Finance Director – part of meeting)

GROUP STATEMENT

The Directors of the Northern Ireland Transport Holding Company are also the Directors of

all other companies within the Group. As such they are mindful of their responsibilities and

statutory duties to each. These minutes record the business of the Group meeting at which

matters, factors and decisions relating to individual companies were raised and addressed.

1. DECLARATION OF INTERESTS

A director declared an interest as a member of the Strategic Investment Board.

2. INTRODUCTION & WELCOME

The Chairman welcomed members back after the summer break. He gave a brief

overview of the meeting and explained that as there were a number of items which

required a detailed discussion, that all other reports would be taken as read and updates

given by exception.

3. MINUTES

The Minutes of the 190th

meeting held on the 10th

September 2014 were reviewed by

correspondence and adopted as a true record of the meeting. The approval of the

minutes of the 191st meeting held on 22

nd September was deferred pending some

amendments.

4. MATTERS ARISING

(i) Review of Pension Arrangements

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The IGCE advised members that following the review of pensions by the

Pensions Adviser, he had arranged to meet and brief the Company’s external

legal specialists.

The Group Chairman mentioned that as the Tri-annual meeting had now been

scheduled for December, the Pensions training would not be held.

Action: Pensions training would be held after the January meeting.

(ii) Ministerial Review of the Coleraine/Londonderry Phase 2 Project

The IGCE reported on his meeting with the Deputy Secretary when he was

briefed on the initial findings of the external review of the

Coleraine/Londonderry Phase 2 Project.

In discussion members agreed on the importance of this project and the need to

work closely with the Department on any actions/recommendations arising

from the review commissioned by the Minister, when completed.

(iii) Central Station Development Opportunity

Members acknowledged receipt of all correspondence to the Department and

Belfast City Council (BCC) in relation to the land at Central Station car park

since the last board meeting. The Board thanked the IGCE and Company

Secretary for their work on the substantive letters both to the Department and

the Council, which accurately transcribed members’ points and preferences in

each case.

Action: The GCE to bring a business case outlining definitive options and

terms for the transaction back to the Board for decision at the appropriate

time.

(iv) Ministerial Performance Meeting

Members noted that the Bi-annual performance meeting with the Minister had

been confirmed for 6th

November.

(v) Register of Interests Update

The Board Secretary confirmed that members were in the process of

completing their Register of Interest forms. Electronic copies of the forms

would be circulated.

5. CHAIRMAN & BOARD BUSINESS

(i) Interim Group Chief Executive

The Chairman explained that as this was the last meeting for Mr Milligan

as IGCE, he wished to record members’ thanks to him for the excellent job he

had done in the last number of months, and acknowledged the difficult issues

which he had dealt with effectively and professionally.

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Members also recorded their thanks to the COO and Executives for giving their

full support and commitment to Mr Milligan during his time as IGCE.

(ii) Induction for Incoming GCE

The IGCE reported on his various discussions with the new GCE, and

explained that a lot of pre preparation work had been undertaken and any

administration tasks would be completed the following week when the GCE

visited the office.

The Chairman circulated a draft Induction Programme for the new GCE who

was taking up his post on 27th

October. He invited members to contact him if

they wished to make any additions/amendments to the document.

Action: Members to provide feedback on the draft Induction

Programme.

(iii) Post Board Meeting with Department

The Chairman gave an update on his “Post Board meeting” with a Department

official when he gave a briefing on relevant matters.

(iv) Departmental Whistleblowing Matter – High level update to Board

Mr Hewitt, Chairman of the Board Audit & Risk Committee, updated the

Board.

The Chairman acknowledged the amount of work and commitment provided to

the Department by Mr Hewitt.

(iv) Events/Meetings attended by Members

The Chairman reported on the meetings he had attended. A member gave

details of his attendance at the Meet the Managers’ event on 3rd

October

at Bangor.

(vi) Board Strategy Day – 10th

November 2014

Members noted the draft strategy document presented by the Chairman who

said it was based on work already undertaken by the Executive team. In

discussion it was agreed that key issues should be afforded sufficient time on

10th

November and regular reports would be taken as read.

6. AD HOC MATTERS FOR DISCUSSION

(i) Corporate Risk Register

Members noted the Corporate Risk Register. The Chairman of the Board Audit

& Risk Committee reported that this had been discussed in detail at the

Committee meeting on 18th September when members were pleased to note

the level of updating in the document.

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(ii) Gifts & Hospitality Register

The Gifts & Hospitality Register will be circulated to members for completion

in time for the November meeting.

Action: The Board Secretary to circulate forms to members.

(iii) Corporate Governance Framework Review

The Company Secretary explained that the Corporate Governance Manual

would have been due for updating, but noted that the Board had intended that

the public service contract (PSC) and related EU structural changes had bedded

in first before the next review of the manual. As those aspects of the New

World time plan had not yet come to fruition, a better time for a full review of

Translink’s internal governance would be in six to twelve months’ time,

subject to DRD timing on the PSC and related changes.

Decision: The Corporate Governance Manual to be considered for full

review in 2015.

Action: Management to check timing expectations with DRD

regarding PSC / EU impacts.

(iv) Public Service Contract

Members discussed the lack of a Public Service Contract which had not yet

been formally signed-off with the Department. They agreed to table the matter

at the forthcoming Strategy Day and also raise at the Tri-annual meeting in

December.

Action: The matter will be discussed on 10th

November and also

raised at the Tri-annual meeting in December

7. FOR INFORMATION

(a) Interim Group Chief Executive Report

The Board noted the contents of the Interim GCE Report and the following

matters were highlighted:-

(i) Corporate Plan Timetable

The IGCE referred members to the Corporate Plan Timetable and

confirmed that the assumptions received from DRD had been addressed

in the draft document.

(ii) Wages Negotiation 2014

The IGCE explained that a formal offer had now been made to the

Union representatives. A further meeting would be held in the next

two weeks which he had been asked to attend.

(iii) Passengers Charter

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Members congratulated everyone involved in producing the excellent

results shown in the independent Passengers’ Charter, particularly

Metro who showed the highest score in five years. However, it was

noted that the enabling works for BRT and other maintenance works

(particularly in East & West Belfast) would impact on the reliability of

services in those areas during the next monitoring period and beyond.

(iv) Next Generation Ticketing

The IGCE explained that the Economic Appraisal for Next Generation

Ticketing would be brought to an imminent Finance & Project Tracking

Committee. This was being finalised in conjunction with DRD

economics branch to ensure policy issues were being addressed.

Members recognised the urgency of this project and that the Letter of

Offer deadline was the end of 2014.

Action: Additional details on this project will be presented at

the Board Strategy Day.

(v) UITP

The Board noted the paper proposing the appointment of the Marketing

Executive, as Chair of the UITP’s Marketing & Product Development

Commission and gave their full support to the nomination proposed. A

member highlighted the net benefits and attraction of Translink’s

focused involvement with UITP in the manner outlined in the paper.

(b) Chief Operating Officer’s Report

The Board noted the contents of the COO Report and the following matters

were highlighted:-

(i) Noteworthy/Significant Incidents.

Members noted the updates on significant incidents since the last

meeting including:-

School Bus Incident

The COO updated members on the incident involving a School Bus and

car on 22nd

September at Drumquin.

(ii) BRT - Bus Priority

Members noted the comprehensive updates on all aspects of the

enabling work for BRT from Vehicles to Park & Ride issues. The COO

highlighted the serious impact on customers who were affected by a

number of lane closures on the Upper Newtownards Road. He

explained the effects on Metro and Ulsterbus services were being

assessed and representatives continued to liaise closely with TNI in an

attempt to ameliorate the problems.

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The Board recognised the importance of communicating any problems

to passengers by way of posters on buses and social media networks.

(iii) Bus Shelters

The COO explained that following approval by the Minister, Translink

has been asked to take responsibility for Bus Shelters.

Decision: The Board supported the Company’s agreement in

principle to take responsibility for Bus Shelters

subject to an appropriate business case.

Action: The Economic Appraisal would be presented to the

F&PTC when the details had been agreed.

(iv) Ministerial Announcement – Real Time Passenger Information on

Buses

Members discussed the Ministerial Announcement regarding ‘real time’

Passenger Information on buses and the need to utilise this on the

current system.

(v) Bus Licensing

The COO apprised members on the recent award of licences to a

number of private operators.

(c) Group Finance Report

The Finance Director explained that the Period 6 Finance Report would be

available in a few days given the timing of this month’s board meeting. The

following matters were highlighted:-

Fuel Hedging

The FD drew members’ attention to the estimated fuel hedging requirements

for Quarters 1 to 4 of 2016/17 and the Hedge quotations to the 2nd

October

2014. He asked the Board that, in view of the favourable prices shown, could

coverage be extended to the end of 2016.

Decision: Following due and careful consideration the Board agreed to

hedge a further quarter strictly in line with the Group

Policy. No further commitments outside of Group Policy

were endorsed.

Provisions Paper

The Chairman of the Board Audit & Risk Committee (BARC) confirmed that

the Provisions paper was a welcome and valuable addition to the Board pack.

It had been well received by the Committee at its meeting on 18th

September

who were impressed by the content and level of detail it contained.

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The Finance Director addressed the paper and brought particular areas to

members’ attention including the daily movement in Insurance Claims and the

additional provision at year end for environmental issues.

(d) Corporate KPIs

Members noted the KPIs .

(e) Minutes of Committee Meetings

The minutes of the Board Committees were noted.

8. PRESENTATION ON WEATHER MANAGEMENT PROGRAMME

The Group SH&E Manager joined the meeting and gave a presentation on the Group’s

winterisation plans and its general response to climatic changes of a broader nature

over the longer term.

Following a question and answer session, the Chairman thanked the SH&E Manager

for his interesting and informative presentation.

9. ANY OTHER BUSINESS

Horizon Planning

Decision: In response to a suggestion from a member, the Chairman and fellow

members agreed to take this agenda item earlier in the meeting in future.

10. DATE OF NEXT MEETING

Subject to further confirmation by the Board Secretary, the next meeting of the Board

will take place at 9.00am on Thursday 30th

October 2014 at Chamber of Commerce

House, Belfast.

SIGNED: ____________________________ DATE:_____________________