Committee minutes

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Dear Northern Trains Limited,

Please provide me with a copy of the following information:

1) The minutes of any meetings of the Remuneration Committee that were held during the 2021/22 financial year.
2) The minutes of any meetings of the Audit and Risk committee that were held during the 2021/22 financial year.

For clarity, the committees that I am referring to are referenced in Appendix A of the NTL Annual Governance Statement for the 2021/22 financial year.

Yours faithfully,

Helen Cross

SMB - FOI, Northern Trains Limited

5 Attachments

Dear Helen Cross,

Please find attached our response to your recent Freedom of Information request.

Kind regards,

FOI Team, Northern Trains

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Dear Northern Trains Limited,

Please pass this on to the person who conducts Freedom of Information reviews. I am writing to request an internal review into the handling of my recent FOI request, your ref FOI264.

A full history of my FOI request and all correspondence is available on the Internet at this address: https://www.whatdotheyknow.com/request/c...

Northern Trains Limited (NTL) has declined to provide me with a copy of the minutes of the Remuneration Committee, stating that NTL believes that these are exempt from disclosure pursuant to sections 36(2)(b)(i), 36(2)(b)(ii) and 36(2)(c) of the Freedom of Information Act 2000.

The exemptions in section 36 are qualified exemptions, meaning that an authority is required to carry out a public interest test when seeking to withhold information. NTL's response fails to demonstrate that NTL has given sufficient weight to any arguments in favour of disclosure, and it only mentions arguments in favour of withholding the information.

I am asking NTL to reconsider the balancing of the public interest test, as the public interest in maintaining the exemption does not outweigh the interest in disclosure in all circumstances. When considering the public interest in favour of disclosure, NTL should pay due regard to the public interest in the work of public bodies being transparent and open to scrutiny. Transparency promotes accountability and good decision making by public bodies. Publication of the remuneration committee minutes would enable to the public to be confident that NTL is working to secure the best use of public resources. The public would be able to understand the impact that performance has upon executive pay and would enhance public understanding of the kind of scrutiny and oversight that takes place at NTL when deciding pay and compensation. Transparency in this area would provide reassurance that NTL is working to ensure the fair and equitable distribution of public money, and good value for the taxpayer.

NTL is wholly publicly owned, and minutes of this type are routinely published by other public authorities under the Freedom of Information Act, including those in the transport sector. As such, attendees would have had no expectation that such minutes would remain private.

Further, NTL's blanket application of the exemption to cover all of the information is excessive. It would be unreasonable to maintain that the s36 exemption would be engaged with regards to the following:
- The time and date of the meeting.
- Whether the meetings took place in person or remotely.
- The membership of the committee.
- A list of attendees.
- Page numbers.
- Agenda Item numbering.
- Agenda items subheadings.
- Any purely factual information contained within the minutes (in most cases).
- Minuted actions.

I would also ask NTL to reconsider the amount of redaction that has been made to the minutes that have been released. NTL's letter does not reference which exemption this information has been withheld under, but I am going to assume that it is s40(2).

Disclosure of the names and job titles of members of the Audit and Risk Committee, and information about attendees at the meetings would not contravene any of the data protection principles. This information would not constitute special category data as defined in article 9 of UK GDPR. This information could not be considered criminal offence data as defined in section 11(2) of the Data Protection Act. Disclosure of the information would be lawful as the processing would be necessary for NTL's legitimate interests or the legitimate interests of a third party.

NTL's legitimate interests in the disclosure of the information include the general requirement for transparency in public life and increased accountability for decision making when performing an oversight and scrutiny role.

Individual attendees and senior staff would have had no expectation of privacy. As stated above, minutes of this nature are routinely proactively published or released under the Freedom of Information Act without the names of directors or other senior staff needing to be redacted.

Examples of this include:

Minutes of the Remuneration Committee of NTL's parent company, DfT OLD Holdings Ltd,
https://www.whatdotheyknow.com/request/8...

Minutes of the Board of Network Rail,
https://www.networkrail.co.uk/wp-content...

Minutes of the Board of Ubico Ltd:
https://www.ubico.co.uk/documents/832_bo...

In addition, the heading at item 4 of the minutes of the Audit & Risk committee meeting held on 17 January 2022 has been redacted. NTL has also redacted a monetary amount under the same heading. It is not clear from NTLs response what exemption these redactions have been made under.

Yours faithfully,

Helen Cross

SMB - FOI, Northern Trains Limited

Dear Helen Cross,

We write in reference to your request for Internal Review, which was received on 3rd July 2022.

Due to staff illness and an increased Freedom of Information workload, we will not be able to respond by 29th July 2022, ie 20 working days after the review request was received.

We will endeavour to respond by 26th August 2022, and will do so sooner if our resource permits.

We thank you for your understanding and we will be in touch soon.

Kind regards,

FOI Team, Northern Trains

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SMB - FOI, Northern Trains Limited

Dear Helen Cross,

We wrote to you on 27th July 2022 confirming we would need to extend the deadline to respond to your request for internal review until 26th August 2022 due to resource constraints within the FOI Team.

Unfortunately our resource position has persisted and we will not be in a position to respond tomorrow. Accordingly, we propose to respond by 26th September, which will enable our resource position to improve and allow us to perform a public interest assessment.

We do not anticipate having to extend the time for our response again.

Kind regards,

FOI Team, Northern Trains

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Good Afternoon,

Re: Your ref: FOI264

Please could you provide me with an update as to when I can expect a response to my request for an internal review. Whilst I appreciate that you have been having resource issues, your last message stated that you did not expect to need to extend the deadline beyond 26 September.

Many thanks in advance,

Helen Cross

SMB - FOI, Northern Trains Limited

Dear Helen

Unfortunately we are still not in a position to be able to provide a response to your review request. We hope to be able to provide our response no later than the 24th of this month, although we will absolutely endeavour to respond as soon as possible before then. Please accept our apologies for this delay.

Regards

FOI, Northern

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Good Afternoon,

Re: Your ref: FOI264

Your last message stated that you were expecting to be able to reply before 24 October, but that deadline has now passed. It has been 80 working days since I requested an internal review, and I'd like to know if you are any closer to being able to provide me with a response.

Kind regards,

Helen Cross

SMB - FOI, Northern Trains Limited

2 Attachments

Dear Helen

Please find attached our internal review response, plus attachments. We apologise for the delay in providing this.

Regards

FOI, Northern

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