August 2025 Minutes

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COLIN FRASER ON REDACTED INFORMATION

Committee of Management Minutes of Meeting – 20th August 2025 Present:

Colin Fraser (Chair) Wendy Riordan (Vice Chair) Morag Orr Amanda Aitchison Stephanie Wilson Lynn Jameson Alan Lamont Elizabeth Stewart Liz Robertson George Thomson

In attendance:

Larke Adger David Mills

1.

(CEO) (COO)

APOLOGIES Jim Hemphill (Vice Chair)

2.

MOTION TO APPROVE MINUTES, 16th JULY 2025

The Minutes of the meeting held on 16th July 2025 were not approved by Committee. 

3.

SW / WR raised objections with the content of the minutes, indicating they wished more comments and indications of a discussion included from item 18 of the Committee Report for 16th July 2025.

MATTERS ARISING FROM THE MINUTES

The Chair asked both Members SW and WR to explain their objection to non-approval of the minutes of 16th July 2025. Points raised by both Members in relation to the Committee Reports of 16th July 2025 were unclear and took too much time to discuss.

After a 10 minute discussion with no progress, the Secretary asked the Chair to defer this discussion until the end of the meeting, as both our Financial Agent and Financial Auditor were waiting to enter the meeting virtually to present their respective items. The Chair duly advised this item would be re-visited at the end of the meeting following A.O.C.B. Minutes of Committee, 20th August 2025 – Unrestricted - Page 1

Following Item 23 (A.O.C.B) the Chair referred back to Item 3. Matters Arising from the Minutes. Members SW/WR were invited to revisit the discussion, however, following a second lengthy discussion, Committee remained uncertain about the points being objected to within the Minutes. The Secretary suggested the Members should submit a written proposal to be presented and considered at the September Meeting. 

4.

Committee agreed that: -

Members SW and WR were asked to submit a written proposal to the Secretary/CEO by 11th September 2025, to be included in the September 2025 Committee Reports.

-

Each proposal should clearly state any material inaccuracies or omissions from the July Minutes.

-

The proposals will be considered by the Committee at their September meeting, and thereafter Committee will vote to decide should any changes be made to the July Minutes (based on the proposals presented)

-

Thereafter Committee will vote to approve the 16 th July minutes at their meeting on 24th September 2025.

DECLARATIONS or NOTES OF INTEREST  Item 20.0 = Colin Fraser and Stephanie Wilson  Item 21.0 = Larke Adger, CEO

5.

GUESTS, VISITORS, OBSERVERS  In person, Jennifer Queripel, Governance Consultant  Via MS Teams, Erin Mullen, Prospect Community Housing Association  Via MS Teams, Stuart Beattie, Auditor, CT

6.

CASH IN BANK, INFLATION & INTEREST RATES

All cash balances across the 5 x WGHC bank accounts were presented by the CEO and a summary total provided, which stood at £825,738. This was decrease of £13.6k from the figure reported at the July meeting.

Inflation was reported at 3.6% (3.4% in the previous month) and interest rates were reduced to 4.00% (4.25% in the previous month). As requested by Committee, the CEO presented information on interest paid and balances of the 5 loans WGHC has with the Nationwide Building Society.

7.

MANAGEMENT ACCOUNTS PRESENTATION

Erin Mullen (Prospect Community Housing) joined via MS Teams, at 18.28hrs Appendix 1 was presented to Committee by Erin. Q1 reporting figures were presented  Income and surplus were discussed and declared  Gross Rent Arrears and Void Loss were discussed and declared  Cash and Deposits were declared along with loan covenants  The statement of comprehensive income was discussed and declared  The statement of financial position was discussed and declared  The statement of cash flow was discussed and declared Minutes of Committee, 20th August 2025 – Unrestricted - Page 2

 

Committee noted the report.

Erin was thanked for her presentation by the Chair

Erin Mullen left the meeting at 18.36hrs 8.

PRESENTATION OF DRAFT AUDITED FINANCIAL STATEMENTS

Stuart Beattie from CT joined the meeting, via MS Teams, at 18.37hrs Appendices 2a thru 2c were referenced by Stuart. Stuart presented the draft audited accounts to Committee giving comprehensive information and explanation of:  Corporate Governance  Statement of Comprehensive Income  Statement of Financial Position  Statement of Cash Flow  Discussion and explanation of notes relating to the above This was followed by the Audit Summary Report and the letter of representation.        

CF Proposed / Committee unanimously approved the draft financial statements.

CF Proposed / Committee unanimously approved the Audit Summary Report.

CF Proposed / Committee unanimously approved the letter of representation.

Committee confirmed to CT their satisfaction that WGHC was financially able to continue and declare itself a ‘going concern’.

The draft financial accounts were signed by the Chair (Colin Fraser), The Secretary (Larke Adger) and Committee Vice-Chair (Wendy Riordan).

The Chair (Colin Fraser) signed the Management Letter.

Committee unanimously approved to re-appoint CT as WGHC’s financial auditors for the year 2025-2026.

The Chair thanked CT for their work in undertaking the financial audit for 2024, the compilation of the financial statements and confirmed their attendance at the WGHC Annual General Meeting (AGM) on Saturday 06th September 2025.

Stuart Beattie left the meeting at 18.48hrs 9.

1st QUARTERLY PERFORMANCE REPORT

Appendix 3 was presented to Committee by the COO. The COO presented quarterly performance information within the report.

The Committee were guided through the sections of both benchmark achievements and statutory / regulatory information giving assurance regarding tenant safety and protection of WGHC assets. The report will be published on the WGHC website.

A Committee member asked what a ‘NOP’ was? The CEO responded to this question. 

Committee noted the report

Minutes of Committee, 20th August 2025 – Unrestricted - Page 3

10.

GOVERNANCE, RISK, COMPLIANCE, HEALTH & SAFETY REPORT

The COO presented the governance, compliance, health and safety report to Committee.

As accepted practice and to give Committee assurance, the COO also reported:  FOISA / EIR Requests since last meeting = Two  Subject Access Requests since last meeting = NIL  Information Data Breaches since last meeting = NIL  Open Notifiable Events with SHR = Two (31183 and 31359) The most prevalent and serious risk to WGHC in the current climate is the issue of EWS Cladding (Notifiable Event 31183 – Financial Implications and 31359 – Tenant Health & Safety). The COO was pleased to inform Committee that there had been no health & safety issues to report since the last meeting.

A plan has been implemented to undertake remedial works to fire doors and fire compartmentalisation within the 3 stair cores of the FQ flats. This is being self-funded and will cost approx. £22k  11.

Committee noted the report PAYMENT CARD SECURITY COMPLIANCE, 2025-2026

The COO informed and assured Committee that WGHC had attained the Payment Card Industry Data Security Standard (4.0.1.) – PCI-DSS for a further year through until 31 st July 2026  12.

Committee noted the report MEMBERSHIP & USE OF THE COMPANY SEAL

The COO reported that since the last meeting, there has been:  One new membership:  Membership No: 811 Mr Jose Hernandez Date of Commencement: 23rd July 2025

Sole Tenant Membership

 One ended membership:  Membership No: 722 Mr Dylan Scott-Smith Date of Cessation: 27th June 2025 13.

End of Tenancy, moved away

CABINET SECRETARY FOR HOUSING VISIT TO WGHC

Committee were advised that the new Cabinet Secretary for Housing, Mhairi McAllan, asked to visit WGHC on Tuesday, 5th August 2025. Reputationally, this was very positive for WGHC. The Scottish Government’s Media team was in attendance taking photos and a short video of the Cab Sec. One of WGHC’s tenants was interviewed for the camera and told her story of how much support WGHC had given her since she was re-housed from Scottish Women’s Aid. The visit was linked to a £4million fund to help the prevention of homelessness.

Minutes of Committee, 20th August 2025 – Unrestricted - Page 4

Committee members asked questions about the allocation of funding and whether this would affect our own allocation procedures or internal transfer list.  14.

Committee noted the report SHAPS DEFICIT EMPLOYER CONTRIBUTION UPDATE

Committee were advised that there is a deficit in the Scottish Housing Association Pension Scheme. WGHC are required to make up their portion of the deficit from 01 st April 2026 for a period of 4 years through until 2030. Explanation was provided to Committee alongside planned increased payment costs to balance the deficit.  15.

Committee noted the report and approved an increase to the WGHC budgets moving forward to accommodate the uplift in costs RETROSPECTIVE APPROVAL OF REVISED 5 YEAR FINANCIAL PROJECTIONS RETURN TO THE SCOTTISH HOUSING REGULATOR

The Scottish Housing Regulator required WGHC to re-submit a revised Five Year Financial Projection based on their new financial plans approved by them at their meeting on 16th July 2025.

WGHC had to revise its financial plans again (owing to the cladding and lack of funding commitment from Scottish Government) – the SHR had asked the CEO to go ahead and submit the revised return based on the fact the Committee had approved WGHC’s revised financial plans at its July meeting. Appendix 4.  16.

Committee retrospectively and unanimously approved the revised 5 year financial projections return.

NOTIFIABLE EVENT 31183 – CLADDING FINANCIAL IMPACT

The CEO provided an update to Committee regarding the open notifiable event with the SHR, no. 31183. This relates to the cladding issues at the FQ Flats, from the financial perspective to WGHC. The CEO provided updates with regard to meetings with SG regarding assistance with possible funding, which at the earliest will be September 2025. A statement was issued by the Cabinet Secretary for Housing on 07th August 2025 which gave many comments and indications that Scottish Government would be funding exterior, building envelope cladding remediation works.  17.

Committee noted the report NOTIFIABLE EVENT 31359 – TENANT HEALTH & SAFETY

The COO provided an update to Committee regarding the open notifiable event with the SHR, no. 31359. This relates to the recent Single Building Assessment undertaken at the FQ flats and the cladding issues from a tenant health and safety perspective. WGHC is required to self-fund some internal works required in respect of fire doors and riser cupboard fire compartmentalisation works. The costs are approx. £22k. An update of the fire action (Appendix 5) plan was discussed with Committee  

Committee noted the updated fire action plan (08.08.25 version 5.0) Committee noted the report

Minutes of Committee, 20th August 2025 – Unrestricted - Page 5

18.

APPROVAL OF GB MEMBER BREACH OF CODE OF CONDUCT POLICY

Appendix 6 was discussed at length by Committee. Committee members asked various questions regarding WGHC rules and some of the fine detail of the proposed policy.

These were answered by the CEO, COO and on occasion, the governance consultant.  19.

Committee unanimously approved the GB member breach of code of conduct policy APPROVAL OF COMMITTEE NOMINATIONS FOR AGM

The CEO reminded Committee of the AGM planned for Saturday 06 th September 2025.

One nomination was received by the due date from tenant member, Mrs. June McDaid * 

Committee unanimously accepted the received nomination form

* Prior to compilation of draft minutes, Mrs. June McDaid withdrew her application for nomination at the AGM for personal reasons (21.08.25 by e-mail)

20.

ELECTION OF OFFICE BEARERS FOR 2025-2026)

Colin Fraser and Stephanie Wilson declared their interest and left the room. Wendy Riordan assumed the role of Chair for this item.

The CEO informed Committee of nominations received for the positions of Chair and Vice-Chair for the period September 2025 to September 2026.  Colin Fraser was nominated for the position of Chair  Stephanie Wilson was nomination for the position of Vice-Chair * 

Committee unanimously approved both Committee members for their respective nominated office bearer positions.

Colin Fraser and Stephanie Wilson were re-admitted to the room. Colin Fraser resumed the role of Chair.

* Prior to compilation of draft minutes, Stephanie Wilson withdrew her application for nomination as Vice Chair for non-personal reasons, triggering a notifiable event with SHR. (21.08.25 by e-mail)

21.

MEMBERSHIP WITH CCH

Larke Adger, CEO declared her interest and left the room.

The COO presented this item to Committee indicating the benefits of membership of the Confederation of Co-operative Housing, alongside the details of the proposed annual fee of £1,682.00 

Committee unanimously approved WGHC membership of the CCH.

Larke Adger, CEO was re-admitted to the room.

22.

MEMBERS REQUIRED TO STAND DOWN PRIOR TO 2025 AGM

In accordance with rule Rules 36.2 and 36.4, the three longest serving Committee members since the date of their last election must retire before each AGM. The rules allow them to stand for re-election.

Minutes of Committee, 20th August 2025 – Unrestricted - Page 6

As there are 11 fully elected members, 3 members are required to stand down. Under Rule 36.4 if a Committee Member retires from the Committee on or before the date of the next AGM, that Committee member can stand for re-election without being nominated.

The retiring Committee Members should be those who have served longest on the Committee since the date of their last election.

The 3 members who must retire are:  Lynn Jameson –  Elizabeth Stewart –  Alan Lamont –     23. 

Volunteered for re-election Volunteered for re-election Volunteered for re-election

Committee noted the report The 3 retiring Committee members indicated their wish to be re-elected and this was approved by Committee, subject to the AGM Committee accepted the Governance Consultants assurance as to the effectiveness of the 2 members with nine years or more continuous service The Committee noted that all members had successfully completed their annual reviews and the Chair gave assurance as to their effectiveness ANY OTHER COMPETENT BUSINESS

The COO confirmed to Committee that quotations from 2 companies had been obtained to significantly cut back or remove trees within the vicinity of No. 8 Granton Mill Drive. The works will not take placed until October / November 2025.  Committee noted the report

 The CEO confirmed a speaking engagement at the Edinburgh Futures Institute  Committee noted the report  The CEO informed Committee that the Model Rules were in the long process of being reviewed. The CEO is part of a working group involved in this process. The CEO will feedback to Committee progress on this matter  Committee noted the report  The CEO informed Committee of planned amendments to the Housing Bill, for Coops.  Committee noted the report  The CEO informed Committee that WGHC has been shortlisted as a finalist in the Scottish Social Enterprise Awards 2026  Committee noted the report  The CEO informed Committee that Przemyslaw Dabrowski had ceased his casual vacancy membership of the Committee for personal reasons.  Committee noted the report

Minutes of Committee, 20th August 2025 – Unrestricted - Page 7

23.

DATE OF NEXT COMMITTEE MEETING

It was proposed the next meeting be held on Wednesday 24 th September 2025 at 6.45pm. 

Committee approved the next Committee Meeting to be held on Wednesday 24th September 2025 @ 5.45pm

Signed REDACTED INFORMATION Chairperson

Date: 24th September 2025

NB: Committee Board Papers available upon request, contact our office. Although extreme care and effort are taken with the production of papers and minutes, there may be some grammatical and/or spelling errors. Apologies are extended in these rare circumstances.

Minutes of Committee, 20th August 2025 – Unrestricted - Page 8