Publication - Minutes

Research Data Scotland (RDS) Transition Board Legal Working Group minutes: March 2021

Published: 5 Oct 2021
Directorate:
Digital Directorate
Part of:
Economy, Public sector
Date of meeting: 25 Mar 2021

Minutes from the meeting of the RDS Transition Board Legal Working Group on 25 March 2021.

Published:
5 Oct 2021
Research Data Scotland (RDS) Transition Board Legal Working Group minutes: March 2021

Attendees and apologies

Attending:

  • Alessia Morris - Chair
  • Neil Rawlins – minute taker
  • Louise Cullum
  • Christopher Murphy
  • Robin Fallas
  • Nora Kellock
  • Lorna McCall
  • Carole Morris
  • John Thompson
  • Nicola Kerr 
  • Heather Thompson

Items and actions

Summary of actions arising

  • Wording ‘societal wellbeing’ to be added to Articles of Association - LMcC/RF
  • align comms messaging on website and Articles of Association - NR 
  • to investigate whether a Ministerial direction would be required for PHS to partake in the RDS company - AM/RF
  • to check if RDS funding arrangements will allow to carry any surpluses into the next financial year - AM
  • drafting of Members’ Agreement to commence and draft to be circulated - RF
  • seek members’ views / feedback on potential approach to commissioning - AM
  • plan Transitional Year after Easter - AM/NR
  • Doodle Poll to be circulated for a meeting date in a month’s time - NR

Meeting minutes 

Progress update on legal advice/QC opinion from PHS

NRS are content with the RDS proposed Articles of Association. PHS has received legal advice from counsel and are comfortable PHS can participate within RDS, subject to following considerations/revisions:

  • company’s objects must reflect PHS health objectives and be core to RDS activities
  • the wording ‘societal wellbeing’ is agreed
  • messaging in the OBC and website not consistent with Company’s Objects and need aligning
  • ministerial direction to PHS – SG needs confirming if this is required

PHS is finalising the legal opinion to be given to PHS Board, seek their approval and move to the next steps so that PHS membership of RDS can be progressed.

Actions:

  • wording ‘societal wellbeing’ to be added to Articles of Associtaion
  • align comms messaging on website and Articles of Association
  • to investigate whether a Ministerial direction would be required for PHS to partake in the RDS company

Progress update on corporate approvals from University of Edinburgh

All approvals have been agreed, and will go to Edinburgh University Court 12 April 2021 for final approval

It was confirmed that the OBC has received Ministerial approval and will be published on the website after the elections.

Latest draft of the articles of association and emerging issue of “control”

Whilst RDS is being founded as a private company, it is receiving the bulk of its funding from the Scottish Government, hence the issue of control and its classification. Ongoing discussions with SG and ONS as to whether RDS should be classed as a public or private body. The implications are that if classed as public body RDS would have to observe the arrangements outlined in Scottish Public Finance Manual, including the appointment procedures and financial reporting. At establishment SG will be subject to 2/3 public sector control (SG and NHS), but this may decrease in six to 12 months’ time, as new members are added to the joint venture. There is some latitude at point of classification. Discussions are to be held with other organisations who were in a similar position to assess any learning from their experience of the classification process. It was noted that the ONS will need to confirm if RDS is a public / private company and this will have an impact on the treatment of its funding position.

Action:

  • to check if RDS funding arrangements will allow to carry any surpluses into the next financial year

AOCB

Resourcing strategy and commissioning services – due diligence regarding RDS proposed resourcing strategy and staffing to be undertaken by MacRoberts and SG HR. There has been some initial feedback regarding granting recognition to the relevant Trade Unions at onset. Employment contracts are likely to be aligned with public sector, liaison with partners to be undertaken. A working party to be set up to include setting out standard T&Cs.

Action:

  • drafting of members’ agreement to commence and be circulated

SLAs - a requirement paper needs to be drawn up, however there is a year for the Transition Period, and the status quo would remain for that period, however, partners agreed these should begin to be drawn up.

Actions:

  • seek members’ views/feedback on potential approach to commissioning
  • plan transitional year after Easter

Agreed next meeting to be held at the end of April.

Action:

  • Doodle Poll to be circulated for a meeting date in a month’s time