1 Wednesday, 21 March 2018 2 (9.30 am) 3 CHAIR OF THE INQUIRY: Good morning. Yes, Mr Lake. 4 MR LAKE: Thank you, my Lord. 5 The first witness today is Mr Graeme Bissett. 6 I should say he has previously attended to give oral 7 evidence to the Inquiry, but it was considered that 8 there were some matters that he could usefully be asked 9 further questions on, and he has come back for that 10 purpose. 11 MR GRAEME BISSETT (recalled) 12 Examination by MR LAKE 13 MR LAKE: Mr Bissett, we obviously already have your details 14 from the first time you came here to give oral evidence. 15 What I would like to do is turn to ask you a few 16 questions about the quality assurance systems and 17 schemes that were put in place on the lead-up to close 18 of the project. The first document I would like you to 19 look at is CEC01431194. 20 You can see that on the screen at the moment, and 21 this is an email that was from you to Andrew Fitchie, 22 Steven Bell, Jim McEwan, Geoff Gilbert, Alasdair Sim, 23 Susan Clark, Stewart McGarrity, and then copied to 24 various others. Do you see that? 25 A. I do, yes. 1 1 Q. It was dated 25 March and the subject matter was 2 Financial Close and QC programme. 3 A. Yes, indeed. 4 Q. Now, first of all, looking at those recipients and the 5 various people to whom it was copied, what determined 6 who got this email and who was copied into it? 7 A. I think these individuals would be the primary people 8 involved in the key sections of the close report and 9 related documents who would therefore either have 10 drafted or would understand the content of the 11 documents. 12 Q. When you say the close report, was that the suite of 13 documents we looked at last time that consisted of 14 a report on the contract, a report on the final stages 15 of the contract -- negotiations, the legal report from 16 DLA and so on? 17 A. Yes, indeed. 18 Q. Could we look at the first paragraph. You see there it 19 says: 20 "Thanks for your time and input this am. For those 21 who have not been involved in this discussion to date, 22 the attached paper is a summary of the process we intend 23 to apply to ensure the Financial Close documents are in 24 robust shape. The paper will also go to the tie Board 25 for their information. The spreadsheet sets out the 2 1 detailed responsibilities." 2 If we look further down, we see: 3 "Andrew will provide a list of finalised Infraco 4 schedules for QC action this week. It would be useful 5 if he would do the same next Monday for further action." 6 Underneath that there's a programme with four 7 different dates specified, and against the first three 8 of them, in each there's some reference to QC programme? 9 A. Indeed, yes. 10 Q. That's referring to the quality control of the various 11 documents? 12 A. It is, yes. 13 Q. What was your role in relation to quality control of the 14 documentation? 15 A. I think at this stage it was to design the quality 16 control programme probably with discussion amongst the 17 team, and then to oversee the delivery of that 18 programme. 19 Q. What do you mean by oversee delivery of the programme? 20 A. Well, to monitor where things needed to be done, either 21 at this stage probably still preparation or finalisation 22 of documents, but then also the checking and 23 second-guessing of documents that that programme was in 24 place and being executed. 25 I should possibly add that the colleague who did the 3 1 day-to-day monitoring of what was being done was 2 Susan Clark, who I regarded as a very diligent and 3 organised person and was the Deputy Project Director, 4 I think, at that time, and she took the day-to-day 5 responsibility for the chasing and harrying and making 6 sure that things were being done. 7 Q. For completeness, we can see at the foot of the screen 8 at the moment the paragraph which notes that: 9 "Susan will manage the Close Programme, including 10 the QC work over the next three weeks." 11 That's what you are confirming to us there, that she 12 had day-to-day responsibility? 13 A. Indeed, yes. 14 Q. In terms of your responsibility and how it related to 15 hers, did you work alongside her in providing some 16 oversight or monitoring of the process? 17 A. Yes, I think that's a fair description. It certainly 18 wasn't a reporting line in that sense. We were 19 colleagues in the senior team. 20 Q. We saw in the first paragraph, there was a reference to 21 an attached paper. If we could look at that now, 22 please, it's document reference CEC01431196. Perhaps 23 firstly I could ask you to confirm, is that the paper 24 that would have been attached to your email? 25 A. Yes, I think so, yes. 4 1 Q. We can see, as we scroll down there, there's a table 2 which is the same four dates and the same sort of text 3 that appeared in your email as regarding the various 4 actions to be carried out at each of those dates? 5 A. Yes. 6 Q. If we scroll further down, under the heading "Quality 7 control" and the sub-heading "Outputs", we see the 8 things that this was designed to achieve. One of the 9 things, the first thing, is the Infraco Contract Suite, 10 second, necessary third party agreements, the third, the 11 close report and appendices, and the fourth, the DLA 12 report and appendices. There are two others after that. 13 A. I see that. 14 Q. Now, again, if we go over the page, in the process in 15 relation to these various outputs, enlarge the top of 16 the screen, we see the first of the processes is the 17 management of the close process and issue resolution. 18 That's assigned to JM. Would that be Jim McEwan? 19 A. I think it would be, yes. 20 Q. What was that process about and what it was intended to 21 achieve? 22 A. This was March, I think, the date of the year, was it? 23 Q. Yes. 24 A. I think at that time Jim was pretty closely involved in 25 the final negotiations with the Infraco side of the 5 1 house, and he probably had visibility over all of the 2 key areas, so the concept was -- and I should say, 3 I can't quite remember for sure if this was the case, 4 but from memory, that was Jim's role, and therefore the 5 concept was that Jim with that visibility was in a good 6 position to make sure that that piece of the closeout or 7 the quality control was executed properly. 8 Q. The second matter, finalisation of the Infraco Contract 9 Suite, that's assigned to DLA, the firm of solicitors 10 acting? 11 A. Indeed, yes. 12 Q. What was their role then in relation to finalisation of 13 the Contract Suite or what was the process that you 14 envisaged being undertaken there? 15 A. Well, I think I would have assumed the same as with any 16 major firm of lawyers with whom I had worked in closing 17 out a major contract, which is that the firm would have 18 its own internal quality control procedures to make sure 19 that all of the components of the contract were in 20 existence. They had final read-throughs, potentially, 21 and I don't know DLA's internal procedures, but possibly 22 a review by an independent partner or senior person 23 within the firm. That sort of thing. 24 Q. We touched very briefly on your business experience last 25 time. Do you have experience of working with large 6 1 firms of solicitors in relation to the conclusion of 2 significant contracts? 3 A. Yes. Over a good number of years. I should say mostly 4 in corporate transaction or fundraising, bank debt or 5 equity raising activity. 6 Q. In that situation, what is the role of the solicitor in 7 your experience in finalising or overseeing the terms of 8 the agreement? 9 A. In my experience, the firm takes responsibility for the 10 final quality control over all of the legal 11 documentation which they've obviously been involved in 12 negotiating and advising on; and once they sign off, 13 very often with a summary report in some form, obviously 14 it varies depending on the circumstances, but a summary 15 report which is in more of a, if you like, a commercial 16 analysis and summary for boards to feel comfortable that 17 that part of the process has been executed. 18 I think that is pretty well standard practice. 19 Q. I should say this document, as we have seen, was 20 attached to the email, the first recipient of which was 21 Andrew Fitchie at DLA. Can you recall getting any 22 feedback from him about this or any indication he wasn't 23 happy with the role that DLA were being assigned in this 24 document? 25 A. No, none at all, and I think I would have remembered if 7 1 there had been any difficulty. 2 Q. Would it have been significant if the solicitors had 3 come back and said: no, we are not willing or able to 4 undertake that particular role. 5 A. I think it would have been very significant, yes. 6 Q. We see in the third bullet on the top of the screen, 7 there is the DLA report and appendices finalisation. We 8 have already seen that report and naturally that's 9 assigned to DLA? 10 A. Indeed. 11 Q. The fourth element is the close report and appendices 12 finalisation, and is that the suite of documentation 13 you've already referred to this morning? 14 A. It is, yes. 15 Q. Looking further down to the "Quality control approach" 16 heading, we see it notes that: 17 "The objective is to ensure that a knowledgeable tie 18 or TEL person, semi-independent of the front-line 19 negotiating and legal team, reviews the final form of 20 the documents. The review should identify (1) fatal 21 flaws; (2) potentially important issues needing an 22 internal debate before sign-off; and (3) obvious errors. 23 This review is not about nuances or minor drafting 24 changes, nor is it designed to second-guess negotiated 25 commercial positions unless there is an obvious serious 8 1 issue." 2 Now, we see one description there, but in general, 3 what was this intended -- this process, the quality 4 control process, intended to achieve in relation to the 5 various documents referred to? 6 A. Well, I think possibly to separate between the contract 7 suite on the one hand and the more -- if I could say -- 8 informal documents, namely the close report itself, 9 which wasn't itself a legal document. 10 As far as the Contract Suite was concerned, as 11 I mentioned earlier, when we looked to the legal adviser 12 to confirm that that contract was in shape for signing, 13 in all respects, as far as the more internal documents 14 were concerned, the point was: do these documents 15 provide a fair representation of all the key issues that 16 are relevant to people being asked to approve the 17 contract signing? 18 Q. Could I ask you firstly to move the microphone slightly 19 closer to you. 20 A. This one? 21 Q. Yes, thank you very much. 22 Dealing with the second point there, in relation to 23 documents other than the Contract Suite, what you seem 24 to be describing is almost a check for the accuracy of 25 the factual statements that are made in those documents? 9 1 A. Yes, and also a representation -- a fair representation 2 of judgements, to the extent there were important 3 judgements being presented as well. 4 Q. However, differently in relation to the Legal Suite, 5 Contract Suite, because they were obviously not making 6 factual statements? I'm just trying to be clear about 7 what it was you were looking for in relation to that? 8 A. In terms of the Contract Suite? 9 Q. Yes. 10 A. Well, I probably just repeat myself. It was the final 11 sign-off and approval from our legal advisers that the 12 contract was in a fit state for signature on both sides, 13 but particularly the client side. 14 Q. You make the point obviously that it's not intended to 15 be minor drafting nuances, ie could have expressed this 16 better, but trying to identify problems; is that 17 correct? 18 A. That's correct. You can always find minor things, but 19 this was important in the sense of being focused on key 20 issues only, whatever that may appear to be in the eyes 21 of the reviewers. 22 Q. Sometimes in that sort of process you find things 23 whereby, because of many changes, versions of 24 the document, it might refer to Schedule 10 and there is 25 in fact no Schedule 10, or it refers to clause 30 10 1 dealing with one issue, and in fact because of 2 renumbering, it doesn't deal with that issue anymore. 3 Presumably it would be intended to pick up that sort of 4 thing? 5 A. I think so, but as long as it was quite evident that if 6 Schedule 10 was being described, and it should be 7 Schedule 11 because things had moved on, then that would 8 be less of an issue. But clearly well worth flagging 9 any points that did arise of that type. 10 Q. We know we also ended up in the situation in relation to 11 this contract where clause 80, which dealt with 12 variations and notified departures, had a mechanism for 13 dealing with them which ultimately led to the contract 14 not progressing. You will be aware of that? 15 A. In general principle, yes, it was a problem, yes. 16 Q. Would you expect that sort of thing to have been 17 considered at the time of the quality control process? 18 A. I think it possibly depends on the sequence of events. 19 If -- I'm not quite sure where that situation ended up, 20 but if a commercial view had been taken by the team in 21 a discussion with the legal advisers, and that final 22 position was, as far as they could tell, the extent of 23 the negotiating power that they had, and it was properly 24 represented in the documents, it may not -- excuse me -- 25 of itself be something that would be flagged because it 11 1 was there as an agreed position, and understood to be 2 agreed. 3 On the other hand, if the presentation in the 4 documents seemed to say something that was at odds with 5 the apparently agreed position, then one would expect 6 that to be flagged and, you know, that would be one 7 example, had that transpired. 8 Q. So how is the person carrying out the review to make 9 a judgement about whether or not this is drafting which 10 should be corrected, a problem, or simply something 11 which is what the parties have agreed and should be 12 left? 13 A. I think because the people doing the reviewing were 14 knowledgeable about the way the contract and the 15 negotiations had evolved, and also I think we were 16 saying to flag up if there were -- there were issues or 17 things that with the benefit of taking a cold towel look 18 at the document, just didn't seem to make sense. This 19 was the chance to raise them. But it was -- I would 20 say, distinguish that from someone reviewing the whole 21 set of negotiated positions and trying to second-guess 22 why those commercial positions, if you like, had been 23 arrived at. That really was not what was needed at this 24 stage. We were through that. 25 Q. I can see that it would at that stage not really be 12 1 advantageous to have people expressing their view as to 2 whether or not the underlying agreement was a good one 3 or not, because you were past that. But in terms of 4 finding processes within the contract which it was 5 thought would not work smoothly, was that the sort of 6 thing that would be -- 7 A. Yes, I think so, and it's very difficult to be black and 8 white about these sort of issues, but if the reviewer 9 felt: well, I know that's where we've got to, but this 10 clearly carries significant risk, for example; that 11 would be something that might be raised and discussed 12 further before people put pen to paper. 13 So I don't think there was anything in this process 14 that was intended to preclude the raising of that sort 15 of issue, if people felt that it was significant enough 16 to discuss further. 17 Q. If we are returning to the document on screen, which is 18 your paper attached to your email, looking at the 19 paragraph towards the centre of the screen, it begins: 20 "The attached matrix sets out the detailed 21 responsibilities: 22 "The responsibility for finalisation of the Infraco 23 Contract Suite is based on the matrix controlled by 24 Geoff. 25 "The Primary Reviewers for each important document 13 1 must review the document in full and sign-off. 2 "The scope of work by the Secondary Reviewers should 3 be agreed with the Primary Reviewer and comments finally 4 provided to the Primary Reviewer who can judge how they 5 should be handled." 6 Now, how were the primary review and the secondary 7 review to interact with one other? Were they intended 8 to achieve different things or two versions of the same? 9 A. I think it was maybe on the more complex documents to 10 have two sets of eyes rather than one. But the extent 11 of the work by the secondary reviewers would vary, 12 I think, depending on the scale and complexity of the 13 document they were being asked to consider. If it was 14 fairly straightforward, for example, there may not have 15 been much value in that secondary review. 16 Q. If we scroll down the page a little bit as it appears on 17 screen, in the paragraph after the underlined one, we 18 see that: 19 "DLA will perform their own legal QC review on the 20 full set of final documents and this will support and 21 complement the review by tie/TEL people." 22 We've been discussing already how we might have 23 things in relation to the commercial agreement which you 24 were not interested in at this time, and matters 25 relating to what might be termed the working of the 14 1 documents which you would be interested in. 2 How does the role of DLA in these things differ from 3 or relate to the role of the tie people in carrying out 4 this review? 5 A. I think in terms of the Contract Suite as I described 6 earlier, their role would be quite clear cut in 7 principle at least from my point of view. 8 So far as their role in the internal documents is 9 concerned, I think it was about consistency and ensuring 10 that any key issues that were in the Contract Suite were 11 fairly represented in the more informal internal 12 documents. 13 Q. We saw reference in the -- before the bullet points 14 there was a reference to an attached matrix. Could we 15 look at another document, please, which is reference 16 CEC01431195. 17 Is this the schedule that would have been attached 18 to your paper? 19 A. Yes. I'm sure that is, yes. 20 Q. We can see we have got at the top left, the heading 21 "FINANCIAL CLOSE -- QC PROCESS", and underneath that 22 a sub-heading, "Documents", and then a list of various 23 different documents running down the page. Do you see 24 that? 25 A. Indeed, yes. 15 1 Q. If we just take under the heading "Infraco Contract 2 Suite", the first thing, the Infraco contract, we can 3 see the responsibility for finalisation there is 4 assigned to GG/DLA. That would be Geoff Gilbert and 5 DLA, presumably? 6 A. Yes. 7 Q. If we go further down the page to row 21, I think we can 8 see that the document in question there is Pricing 9 Schedule 4. Do you see that? 10 A. I see that, yes. 11 Q. The responsibility for finalising that is GG/BD/DM. 12 Would that be Geoff Gilbert, Bob Dawson and 13 Dennis Murray? 14 A. I'm sure that's correct, yes. 15 Q. Their responsibility in the top of that column is 16 described as finalisation. What does that entail? 17 A. Again, it probably varies by document, but where issues 18 were still subject to potential movement and discussion 19 or negotiation with the Infraco, these were the parties 20 who were closest to that process to make sure that the 21 final positions were reflected in the document to the 22 extent there was any change. 23 Q. We can see to the right of that in a blue column, the 24 main QC review was SMcG. That would be 25 Stewart McGarrity? 16 1 A. Yes. 2 Q. The secondary reviewer, there's just the one, SB, would 3 be Steve Bell? 4 A. Steve Bell, yes. 5 Q. I should have noted the Infraco contract, row 9, the 6 main QC review was Steve Bell, and the secondary 7 reviewers were Dennis Murray, Jim McEwan and 8 Stewart McGarrity? 9 A. Yes. 10 Q. In relation to both the Infraco contract and Schedule 4 11 of that contract and in fact all the matters we see in 12 the upper part of the table there, there's a tick in the 13 brown column to the right, indicating that there will be 14 a full DLA QC review? 15 A. Yes. 16 Q. What records were kept of the quality control reviews 17 that had been carried out? 18 A. I'm afraid I can't recall. As I mentioned, Susan was 19 handling that and I'd be surprised if that wasn't 20 documented pretty rigorously. 21 Q. What about input by DLA? Was there any formal document 22 obtained from them confirming that they had carried out 23 the QC review? 24 A. There may have been confirmation in the documents that 25 Susan Clark controlled, but other than that, I'm not 17 1 aware of anything. I suppose the final sign-off on the 2 contract and their reports at financial close was the 3 final conclusion to that process, but before that, I'm 4 afraid I can't recall. 5 Q. Can we look at a different document, please, reference 6 CEC01374219. This is not an email to which you were 7 a party, but you can see, just looking at it, it's from 8 Dennis Murray, to Stewart McGarrity and Andrew Fitchie, 9 copied to Steve Bell and the subject is ETN Schedule 4. 10 There's a date of the email of 22 April 2008. 11 A. I see that, yes. 12 Q. It says: 13 "Schedule 4 attached for QA review." 14 Were you involved in these emails at all, monitoring 15 them or being informed they were being sent out? 16 A. I don't think so at all, no. 17 Q. Do you have any understanding of what the purpose of 18 this email was? 19 A. It looks as if it's -- this is from Dennis Murray. It 20 looks as if it's Dennis doing the final quality control 21 review that maybe in this case he was asked to do, 22 namely checking that things were in order, that 23 documents were there that should be there, et cetera. 24 So I'd take it as an example of the type of activity 25 that was going on to execute the QC process. 18 1 Q. Was there a system in place to ensure that all the 2 quality control checks specified in your table had in 3 fact been carried out? 4 A. Again, I think I could only say that I would have relied 5 on Susan to maintain that control and as far as 6 I recall, there was no significant debate about the 7 responsibilities or timescale so far as the individuals 8 could control it. 9 So I would be quite confident that it was executed, 10 but direct answer to your question is: I don't know what 11 documents were used to do that. 12 Q. Turning to a slightly different matter now, in relation 13 to the documents used at close, financial close of the 14 project in 2008, I would like you to look, please, at 15 document CEC01319006. 16 We can see that this is a minute of a meeting of the 17 tie management team to confirm readiness to proceed with 18 the completion of the Infraco Contract Suite set to take 19 place on 13 May 2008. And you were one of the six 20 persons attending that meeting. 21 A. Yes. 22 Q. Do you recall this meeting in this minute? 23 A. I recall the events at that time. This, I think, was 24 a day before contract signature, and it may have been me 25 that instigated the meeting to make sure that at the 19 1 very last stage, that all of the senior team were 2 comfortable with the documents that were being used to 3 support the sign-off. 4 Q. We can see the first paragraph notes the meeting had 5 convened to consider the readiness of the Infraco 6 Contract Suite for completion: 7 "All present noted that adequate information had 8 been provided on which to competently proceed. In 9 particular, the terms of the Infraco Contract Suite and 10 all key related information had been set out in 11 successive versions of ..." 12 There are a number of documents set out there? 13 A. Yes. 14 Q. This minute is in a typeface which is one that you 15 frequently use for your documents. Did you draft this 16 minute? 17 A. I think I would have, yes. 18 Q. Would it be normal practice, when facing sort of 19 completion of contracts, to draft these minutes in 20 advance? 21 A. Yes, I think so, to make sure that there's a proper, if 22 succinct, record of the key decisions and conclusions 23 that were reached. 24 Q. They are intended also to act as a -- fair to say -- 25 check list for what is to happen on the day? 20 1 A. That's fair as well, yes. 2 Q. I think on the day there are a number of different 3 meetings, and that there had to be a meeting of the 4 Council or the Policy and Strategy Committee to give 5 their approval, meetings of the tie management team, and 6 meetings and Approvals Committee of the various 7 companies in order to give the go-ahead. Were you aware 8 of these things? 9 A. I can't remember the detail, but that would be a logical 10 way to conclude, yes. 11 Q. With that many meetings to take place, was it in essence 12 that they all had to be planned and the minutes prepared 13 in advance? 14 A. I believe so, yes. 15 Q. So when we see on this screen here the note that all 16 present noted that adequate information had been 17 provided on which to competently proceed, in essence 18 a decision was made about that before 13 May? 19 A. Yes, that would be the formal conclusion to the -- 20 I suppose, the whole quality control process, yes. 21 Q. Were you involved in discussions in advance of the date 22 here, 13 May, to reach the conclusion and ensure that 23 everybody was of the view that adequate information was 24 available? 25 A. In specific and limited ways in the sense that, as 21 1 I think I mentioned previously, I wasn't involved in the 2 negotiations on the contract. I did oversee elements of 3 the close report and the process. So awareness of the 4 broad sweep of the documents that were required, but not 5 necessarily involved in the detailed discussions on 6 them. 7 Q. What work was done in advance of this meeting to reach 8 the conclusions that are expressed in this document? 9 Perhaps I should ask the other way round. Bear with me 10 one moment. 11 I take it the conclusions that you express in this 12 minute weren't simply reached on the day, 13 May? 13 A. No. No, no. 14 Q. So what work was done in advance of 13 May to get to 15 these conclusions in advance? 16 A. Well, I think this was really the culmination of in fact 17 many months of work. I mean, you could include in this 18 the whole negotiating process with the Infraco, but 19 leaving that to one side, we produced, I think, the 20 first draft of at least some of the final documents in 21 January 2008, and there were a number of iterations 22 following that time through to the version which was 23 eventually signed off at this stage; and throughout that 24 period, the negotiation on some key issues was 25 continuing, which meant that some, not all, but some of 22 1 the terms in the documents and in the contract were 2 changing because of the outcomes of the negotiations. 3 So I would say it was a rolling process really to 4 make sure that the full set of documents that was 5 finally arrived at at this stage had been properly 6 compiled and reflected what people expected they should 7 reflect. 8 Q. But reaching the view that we see expressed in the 9 second line of that minute there, that adequate 10 information had been provided, was there in a sense 11 a separate meeting or separate emails where people 12 expressed a view: yes, we are satisfied that the 13 information is adequate. 14 A. No, I think the -- the piece that would probably address 15 the point you make is the way that the quality control 16 work was actually documented, as I mentioned. But 17 I don't think there was a separate meeting before this 18 meeting to consider the issues again in the sense of 19 that day or very close proximity to that day. 20 Q. Could we scroll down the first page here to get to the 21 paragraph above the signature. You see another 22 conclusion is expressed here that: 23 "It was concluded that procedures to ensure the 24 quality and acceptability of the terms of the Infraco 25 Contract Suite had been adequately executed and that the 23 1 tie Chairman should send the letter to the CEC 2 Chief Executive with the recommendation that completion 3 should proceed." 4 Dealing with that question there, that the 5 conclusion that the quality procedures had been 6 adequately implemented, reading it short, for you to 7 draft that minute in advance, you must have been 8 satisfied that that was the case; is that correct? 9 A. Yes. That is fair comment. However, it's also designed 10 to make sure that everybody else in the meeting was 11 addressing the same question. 12 For example, if someone felt that there was an 13 inadequacy to the procedures that had been followed or 14 there were major issues that were still outstanding, 15 then this was a final chance, if you like, to raise that 16 point. 17 So it's designed to achieve both ends. 18 Q. But was there an opportunity to raise that, or would the 19 management team attending that meeting really have taken 20 a view that: Mr Bissett has provided us with a minute 21 saying that there's adequate information, and that we 22 can conclude the quality control is accurate; therefore 23 it goes through on the nod, without anybody applying 24 their mind to it? 25 A. No, I certainly wouldn't say that any of the senior team 24 1 members on the list would put things through on the nod 2 just because I had written something down. They were 3 robust and professional characters. If there was an 4 issue, it would have been raised. 5 Q. From your involvement with corporate transactions, you 6 will be familiar with verification tables or 7 verification notes in which a record is kept of the 8 basis for every material statement of fact or opinion on 9 a sentence by sentence basis. 10 A. I am, yes. 11 Q. Nothing like that was prepared for the statements in the 12 various close suite of documents in the report to the 13 Council? 14 A. No, it wasn't. 15 Q. Was there any reason why that wasn't done? 16 A. I don't think it was considered. I think we felt that 17 that suite of quality control procedures which we've 18 discussed this morning was adequate to make sure that 19 the documents were in good shape. 20 Q. I referred earlier to the Approvals Committee. I would 21 like to take a look at the minute of that, please. It's 22 reference CEC01289240. We see this is headed "MEETING 23 OF tie AND TEL APPROVALS COMMITTEE TO CONFIRM THE 24 AUTHORITY TO PROCEED WITH COMPLETION OF THE INFRACO 25 CONTRACT SUITE". Again, it's got the same day, 25 1 13 May 2008? 2 A. I see that, yes. 3 Q. There are three attendees. You're not one of the 4 attendees at this meeting? 5 A. No, I think those three attendees are the members of 6 that Approvals Committee. 7 Q. But nonetheless, from the appearance of this, it looks 8 as if it's another minute that was prepared by you? 9 A. It does, yes. 10 Q. And would have been prepared in advance? 11 A. Indeed, yes. 12 Q. So if we scroll down and look under the heading "Infraco 13 contract", we can see that in advance you expressed the 14 conclusion that: 15 "The Committee and each member individually noted 16 that adequate information had been provided on which to 17 competently proceed." 18 Do you see that? 19 A. I see that, yes. 20 Q. Now, if you are making that essentially as a statement 21 in the minute presented to the meeting, was there ever 22 any consideration by the members of the committee as to 23 whether or not there was adequate information to 24 proceed? 25 A. Well, that minute, I think, would have been on the table 26 1 when the meeting took place. As you'll be aware, 2 they're very often used as an agenda for the meeting. 3 So again, I would say if it was written in the 4 expectation that by that stage, there wouldn't be any 5 issues because one would have hoped to have heard of 6 them before this stage, but that was a final opportunity 7 where if someone felt that what was in the minute wasn't 8 supportable, they had the opportunity to raise that 9 matter. 10 Q. Do you think that was a realistic opportunity to raise 11 that, or, on 13 May, when everything had to be done to 12 get to signature, was it essentially a conveyor belt 13 decision, a process which had to be done to get to 14 completion? 15 A. I think the opportunity in real terms did exist, but 16 I would say by that stage, given the amount of work and 17 the amount of discussion that had already taken place, 18 it would have been a surprise if someone had raised an 19 issue at this very late stage that hadn't been raised 20 earlier. So it didn't preclude it, but nor was there 21 any expectation that we would have another debate on any 22 particular matter. 23 Q. This was a day on which it was intended by all parties, 24 by which I mean the Council, tie, the Project Board, and 25 the contractors, that the contracts were going to be 27 1 executed? 2 A. Yes. 3 Q. If someone had said at one of these meetings: I'm not 4 sure that adequate information had been provided; that 5 would have derailed the entire process? 6 A. It could have, but that's happened before and that 7 opportunity existed. 8 Q. But in reality, the way that has to be avoided, and 9 assuming everybody does want to avoid it, is all the 10 work has to be done in advance? 11 A. Indeed, yes. 12 Q. I come back to: was there any record of the work having 13 been done in advance by this Approvals Committee to 14 record their satisfaction and the basis of their 15 satisfaction? 16 A. I'm afraid I don't recall any records being tabled at 17 that meeting. 18 Q. If I could ask you to look at another document, please. 19 It's CEC01515189. This is a minute of a meeting of the 20 Tram Project Board -- sorry, it is headed "Tram Project 21 Board", and if we see the heading, it notes underneath 22 that, it is a resolution of the members of the Tram 23 Project Board at a meeting on 23 January 2008, held 24 jointly with the Boards of tie Ltd and Transport 25 Edinburgh Limited? 28 1 A. I see that. 2 Q. Are you familiar with this document? 3 A. I'm pretty sure I would have seen it at the time, but 4 I can't recall specifically, I'm afraid. 5 Q. If you take it from me there are corresponding documents 6 of the same date appearing to be from the tie Board and 7 the TEL Board, just for completeness? 8 A. Okay. 9 Q. If we look down to the delegated authority reference at 10 the foot of the screen, paragraph 4 says: 11 "To approve the proposed delegated authority 12 arrangements to be adopted in order to ensure an 13 efficient and properly controlled process was followed 14 through to contractual commitment and during project 15 implementation: 16 "The delegated authority arrangements proposed and 17 approved were ..." 18 We see what it says: 19 "A Committee of the Boards of the Company, the Tram 20 Project Board and tie Limited would be immediately formed 21 comprising Messrs Gallagher, Mackay and Renilson, to 22 whom authority is delegated to approve final execution 23 by the tie Chairman of Notification to Award, the 24 Infraco Contract Suite, and any necessary related 25 agreements on condition that ..." 29 1 The first condition is: 2 "The final terms of the contractual arrangements are 3 within the terms of the Final Business Case, subject to 4 slippage of up to one month in programmed revenue 5 services ..." 6 And 2: 7 "They unanimously conclude that it is appropriate to 8 do so; and 9 "3. Approval has been received from the CEC 10 Chief Executive to proceed to execution of the Infraco 11 Contract Suite." 12 Do you see that? 13 A. I see that, yes. 14 Q. Did you understand these three things as being the 15 matters of which the Approvals Committee had to be 16 satisfied before they should recommend conclusion of the 17 contract? 18 A. That seems to be clearly stated, yes. 19 Q. Now, in the minute that you have drafted, it is inherent 20 in it that the three-man committee concluded it is 21 appropriate to conclude or to enter into the contract? 22 A. If they approved that minute, that would be the 23 conclusion, yes. 24 Q. There is no express mention in your draft minute for the 25 Approvals Committee, and we can go back to it if you 30 1 would like, of a consideration of whether the 2 contractual arrangements are within the terms of the 3 Final Business Case. Would you agree with that? 4 A. That seems to be the case, yes. 5 Q. Are you aware whether or not a separate exercise had 6 been carried out by the Approvals Committee to assess 7 whether the Contract Suite was within the terms of the 8 Final Business Case? 9 A. I'm not aware of any additional process having been 10 carried out. 11 Q. Were you aware of whether or not that process was ever 12 carried out at all? 13 A. Not in the sense of a specific process, but the people, 14 the members of that committee would be, I would expect, 15 fully knowledgeable about the content of the Final 16 Business Case and the close report documents, and that, 17 I would think, would be the documents they would use to 18 conclude with respect to that matter. I can't speak for 19 them, obviously, but that's what I would understand had 20 happened. 21 Q. We heard evidence from the three members of the 22 committee. It was your understanding of the person who 23 had prepared the minute, and you didn't include 24 consideration of that matter, it was your understanding 25 it had been dealt with separately? 31 1 A. Yes, and any other issues that were relevant to the 2 meeting that I did prepare the draft minute for. 3 MR LAKE: I understand. 4 Thank you, Mr Bissett. It's not been many 5 questions, but that's all I have to ask this morning. 6 A. Okay, thank you. 7 CHAIR OF THE INQUIRY: I don't think there are any issues. 8 Thank you very much, Mr Bissett, you're free to go, and 9 hopefully we won't call you again. 10 A. Thank you. 11 (The witness withdrew) 32 1 INDEX 2 PAGE 3 MR GRAEME BISSETT (recalled) .........................1 4 5 Examination by MR LAKE ........................1 6 7 MR ROBERT DAWSON (affirmed) .........................33 8 9 Examination by MR LAKE .......................33 10 11 Examination by MR DUNLOP QC ..................95 12 13 14 15 16 17 18 19 20 21 22 23 24 25 114