OFFICIAL SENSITIVE UK Atomic Energy Authority BOARD MEETING Meeting Reference UKAEA(25)2 Date: Thursday 20 March Time: 0915 - 1620 Location: UKAEA Board Room, C7, Culham Campus Members: Bernard Taylor (Chair) Ian Chapman Ruth Elliot Tim Bestwick Eithne Birt Luc Bardin Robin Grimes Stephen Hillier Richard Hookway Mary Ryan Sue Gray Lee McDonough (DESNZ) Attendees: Nina Tomlin (Sec) David Gann (UKIFS Chair) Justin Kingsford (UKAEA COO) Agenda Items 1. Opening Remarks and Declarations led by B Taylor. Declarations: None. 2. Minutes and Actions Review, UKAEA(25)M1 and UKAEA(25)M-EM led by B Taylor: Minutes review: Approved subject to two small amendments. The Board approved Tim Bestwick's appointment as interim CEO from the earlier date of 3rd July 2025, amending February's decision. Actions review: - Action: Submit finalised Terms of Reference for the Corporate Development Committee to the Board for information. | Owner: T Bestwick | Due: March 2025 | Status: Open | Update: Included in March Board pack. Closed. - Action: Consider and arrange a Board discussion at higher security classification. | Owner: L McDonough | Due: March 2025 | Status: Open | Update: To be considered at May Board meeting. - Action: Consider how best to present to HMG the risk and mitigation strategy around UKAEA technical capability in plasma physics | Owner: I Chapman | Due: March 2025 | Status: Open | Update: Continues to be explored. OFFICIAL SENSITIVE UK Atomic Energy Authority Actions review (continued): - Action: Finalise the identified risk appetite | Owner: R Elliot | Due: March 2025 | Status: Open | Update: Update paper provided in March Board pack. Closed - Action: Secretariat to review minutes of last few meetings with CFO related to CHIMERA | Owner: R Elliot | Due: March 2025 | Status: Open | Update: Completed ahead of publication. Closed. - Action: Chair, CEO and Secretary to do plan on Board Effectiveness Review actions | Owner: B Taylor | Due: March 2025 | Status: Open | Update: Plan considered at March Board meeting. Closed. - Action: DESNZ to provide a position on length of NED terms of office | Owner: L McDonough | Due: March 2025 | Status: Open | Update: B Taylor and L McDonough to report back. - Action: Establish a metrics driven approach to UKIFS reporting | Owner: D Gann | Due: May 2025 | Status: Open | Update: Metrics included in UKIFS Business Plan being considered by Board. Closed. - Action: Invite regulators to present to UKAEA Board on establishment of a fusion regulatory framework. | Owner: I Chapman | Due: September 2025 | Status: Open | Update: Update paper noted at Board. Plan agreed. Action to be implemented by N Barber. UKAEA (25)2 – Regulators action update The recommendation to invite regulators to a future Board Meeting to give a brief update on the activities that they are carrying out to develop the regulatory framework for fusion, and their upcoming work programmes, was approved. Decisions: - UKAEA(25)2/D1: The Board approved revised appointment date of Tim Bestwick's to interim CEO position as 3rd July 2025. - UKAEA(25)2/D2: The Board approved issuing an invitation to regulators to attend a future Board meeting. 3. Sub-Committee reports, led by R Hookway UKAEA (25)2 ARAC report. The Board noted the ARAC report, covering finance matters – including JET decommissioning provision – and internal audit, with three internal audits recently completed and an audit plan approved. The audit plans for the external audit of the UKAEA and UKAEA pensions accounts had been presented by the relevant NAO teams. 4. UKAEA Group Executive Board Report, UKIFS Executive Report & Risk Report, led by I Chapman, T Bestwick, J Kingsford, R Elliot The Board welcomed Heather Lewtas, who would take on the role of interim CDO from the beginning of May 2025. OFFICIAL SENSITIVE UK Atomic Energy Authority UKAEA(25)2 - UKAEA Executive Board Report The Board welcomed the approvals in PIC and MPRG of Fusion Futures and STEP Business Cases, the successful launch of new collaborations and the completion of the Fusion Foundations Programme. The Board noted positive EDI figures in recruitment over the last 12 months. UKAEA (25)2 - UKIFS CEO Report, led by P Methven (attendee) The Board noted that UKIFS had received the formal approval letter for the STEP Tranche 2a Full Business Case from MPRG (Major Projects Review Group) with minor conditions. The Board noted updates on plans for computing capacity for the STEP programme and WPP negotiations. UKAEA (25)2 – Risk Report UKAEA CFO summarised the latest risk report, with minimal changes since the last meeting. The Board considered how to support the development of the skills and talent pipeline and how to take account of the international context in considering risk. 5. UKIFS Business Plan, led by P Methven and J Westwood (attendees) UKAEA(25)2 – UKIFS Business Plan The Board heard that the UKIFS Business Plan had been through the UKIFS Board and UKAEA Group Executive Committee, who stipulated that some changes be made, which had now been integrated. The Business Plan's purpose was to align and drive FBC delivery; it had also been presented to UKIFS staff as part of planning and cascade of work. UKIFS would look at producing a shorter version for publication later in 2025-26. The Board approved the UKIFS Business Plan, subject to the recommended changes being made to CPMs. UKAEA AO would approve the final version, which would then be re-circulated to Board for information. Decisions: - UKAEA(25)2/D3: The Board approved the UKIFS Business Plan, subject to the recommended changes being made to CPMs. Actions: - Reference: UKAEA(25)2/1 | Action: Circulate finalised UKIFS Business Plan | Actionee: N Tomlin | Due: Apr 25 6. Finance update, Budget 2025-26 and CPMs 2025-26, led by J Evans (attendee) UKAEA(25)2 – Finance report and Budget 2025-26 J Evans summarised the finance report, P11 actuals and Budget 2025-26. On current figures, UKAEA would finish the year on budget for DESNZ GIA spend. The Board approved the UKAEA Group Budget 2025-26, on the basis of small tolerances, with discretion to make minor changes delegated to UKAEA AO. OFFICIAL SENSITIVE UK Atomic Energy Authority Decisions: - UKAEA(25)2/D4: The Board approved the UKAEA Group Budget 2025-26, on the basis of small tolerances, with discretion to make minor changes delegated to UKAEA AO. UKAEA(25)2 – SR update, led by E Lewis-Smith (attendee) The Board noted the SR25 update, which included information on AI Growth Zone and HMG Robotics proposals.. UKAEA(25)2 – CPMs, led by E Lewis-Smith (attendee) The Board noted that CPMs formed the basis of performance reporting in the Annual Report and Accounts, as well as the annual corporate bonus payments. CPMs were weighted, included fully and partially met criteria, and were balanced across the executive team, with delivery responsibility delegated by executive members. The Board approved the CPMs, subject to final small amendments to be made by UKAEA CEO. Decisions: - UKAEA(25)2/D5: The Board approved the CPMs, subject to final small amendments to be made by UKAEA CEO. 7. Board Effectiveness Review follow up, led by B Taylor UKAEA(25)2 – BER Follow up N Tomlin summarised the Board Effectiveness Review action plan, which included a consolidated list of the 25 recommendations generated by Sir John Parker's review. There were now 19 actions, including 11 time-limited actions, 4 ongoing and 4 business as usual. The Board adopted the recommended list of actions. Decisions: - UKAEA(25)2/D6: The Board adopted the recommended list of actions from the Board Effectiveness Review. 8. Terms of Reference update, led by B Taylor UKAEA(25)2 – TOR Update The Board noted that the Terms of Reference had been updated to reflect changes in sponsoring Department, the new Group structure of UKAEA and the publication of a revised Framework Document in January 2025. The Board approved the updated Terms of Reference, subject to a small amendment to paragraph 11.2 on quorum. Decisions: - UKAEA(25)2/D7: The Board approved the updated Terms of Reference, subject to a small amendment to paragraph 11.2 on quorum. OFFICIAL SENSITIVE UK Atomic Energy Authority 9. Tour of JDR, led by Z Scott (attendee). The Board were given a tour of JDR facilities and current areas of focus by JET Decommissioning and Repurposing Director Zac Scott. 10. Technical Update: Materials, led by A Quadling (attendee) UKAEA(25)2 – Materials Technical update A Quadling introduced the Board to the recently published UK Fusion Materials Roadmap 2025, and provided a materials technical update. Actions: - Reference: UKAEA(25)2/2 | Action: Ask for future technical updates to include details on maturity of work and impact on STEP and other programmes | Actionee: N Tomlin | Due: May 25 11. Investment Partner for Culham Campus and Data Centre Update, led by R Elliot UKAEA(25)2 – Investment Partner Culham Campus and Data Centre Update, led by J Milnes (attendee) The Board noted the update on the vision for the AI Growth Zone. Actions: - Reference: UKAEA(25)2/3 | Action: JM, LB and BT to meet to discuss commercial strategy for AIGZ | Actionee: B Taylor | Due: May 25 - Reference: UKAEA(25)2/4 | Action: Provide clarity on approvals process for Culham Campus investment partner | Actionee: L McDonough | Due: May 25 - Reference: UKAEA(25)2/5 | Action: Seek further clarity on consultation and links across HMG Departments re AIGZ | Actionee: L McDonough | Due: May 25 12. Grid Options for connecting flywheels, led by R Elliot and G Learoyd (attendee) UKAEA(25)2 – Grid Options for connecting flywheels G Learoyd outlined options for addressing liability if UKAEA network were to fail while providing access to grid connection; the risk of this happening was low. The Board approved Option 1 for how to manage liability. Decisions: - UKAEA(25)2/D8: The Board approved Option 1 for how to manage liability related to grid options for connecting flywheels. OFFICIAL SENSITIVE UK Atomic Energy Authority 13. Programme Advisory Committee scope, led by I Chapman UKAEA(25)2 – PAC Scope The Board noted that the Programme Advisory Committee (PAC) was now a sub-committee of the Board, chaired by a NED of the Board (R Grimes). Its remit was to provide technical assurance and its focus at the next meeting would be to review UKAEA's readiness to deliver on its Fusion Partner scope. Decisions: - UKAEA(25)2/D9: The Board approved the PAC agenda and charge. Actions: - Reference: UKAEA(25)2/6 | Action: Update governance structure and website to reflect sub-committee status, also adding meeting dates to website. | Actionee: N Tomlin | Due: May 25 14. Spin Out Business Case, led by T Bestwick and H Lewtas (attendee) UKAEA(25)2 – Board Cover Paper MuWave UKAEA(25)2 – Assessment of spin out proposal UKAEA(25)2 – MuWave Spin Out proposal UKAEA(25)2 – Spin Out Business Plan H Lewtas summarised the terms under which MuWave Spin Out would be set up, including the licencing of IP. The Board approved the spin out proposal on the basis of MuWave nominating a Chief Executive and ensuring basic licencing protections, and subject to final sign off by Board Chair. Decisions: - UKAEA(25)2/D10: The Board approved the spin out proposal on the basis of MuWave nominating a Chief Executive and ensuring basic licencing protections, and subject to final sign off by Board Chair. 15. AOB, led by B Taylor UKAEA(25)2 – Appointment deputy Authority Secretary The Board approved the appointment of UKAEA Director of Finance and Business Systems as deputy Authority Secretary. The Board agreed the temporary increase of Non-Executive Directors on the UKIFS Board to allow outgoing UKAEA CEO to remain on UKIFS Board after July 2025. OFFICIAL SENSITIVE UK Atomic Energy Authority Decisions: - UKAEA(25)2/D11: The Board approved the appointment of UKAEA Director of Finance and Business Systems as deputy Authority Secretary. - UKAEA(25)2/D12: The Board agreed the temporary increase of Non Executive Directors on the UKIFS Board to allow outgoing UKAEA CEO to remain on UKIFS Board after July 2025. 16. For Information papers: - UKAEA(25)2 – CDC Terms of Reference - UKAEA(25)2 – Group Risk Appetite - UKAEA (25)2 – P3M update - UKAEA(25)2 – West Burton Site Development - UKAEA(25)2 – Insurance and Liability Review final report Attendance record: Members: - Bernard Taylor: Present (/) - Eithne Birt: Absent (/) - Ian Chapman: Present (/) - Ruth Elliot: Present (/) - Tim Bestwick: Present (/) - Richard Hookway: Present (/) - Luc Bardin: Present (/) - Sue Gray: Present (/) - Stephen Hillier: Present (/ (online)) - Mary Ryan: Present (/) - Robin Grimes: Present (/) - Lee McDonough: Absent (/) Attendees: - Nina Tomlin: Present (/) - Justin Kingsford: Present (/) - David Gann: Present (/ (online)) - David Sandford: Present (/) End of Minutes