Reports 2015-12-12

These reports were provided for the Board Meeting held on 2015-09-12

Govcom report to board

Non-trustee membership of Govcom

We recommend to the board that Rosie Chapman be appointed as a non-trustee member of Govcom.

ARC will be making its own recommendation.

Policy reviews

Review of board committee charters

We recommend adoption of the revised board committee charters:

• Governance Committee Charter/Proposed revision (Diff: [1])
• Audit and Risk Committee charter/Proposed revision (Diff: [2])

These draft charters have been reviewed and agreed both by Govcom and by ARC.

The major changes are:

• to provide for non-trustee voting members, as approved at the 2015 AGM
• to clarify delegated powers
• to ensure clear voting procedures, to include non-trustee members
• to tidy and align the wording of the two charters.

As requested by the board, the charters ensure that non-trustee members can't forcibly outvote trustee members. (In a situation where there are, say, two trustees and two non-trustees present, and:

• Both non-trustees vote in favour
• One trustee votes against
• One trustee abstains

then the decision to approve should be valid. Although there are more voting non-trustees than voting trustees, the abstaining trustee could if he or she felt strongly block the decision by voting against. The abstention is a way of saying 'I don't mind either way').

Review of trustee code of conduct and conflict of interest policy

We recommend adoption of the revised policies applying to trustees:

• Trustee Code of Conduct/Proposed revision (Diff: [3])
• Trustee Conflict of Interest Policy/Proposed revision (Diff: [4])

There are no major changes of scope. The main intent of the revisions is:

• to update the policies to include the current version of the Nolan Principles and the latest Charity Commission recommendations
• to ensure compliance with the articles, including changes made at the 2015 AGM
• to clarify actions in the event of breach
• to make it clear that the duty of confidentiality continues after a trustee has left the board
• to improve logical structure and remove duplication.

Review of proposed committee member code of conduct and conflict of interest policy

We recommend adoption of two new policies applying to non-trustee members who are appointed to board committees with delegated powers:

• Committee Member Code of Conduct/Proposed
• Committee Member Conflict of Interest Policy/Proposed

These policies set out the requirements for non-trustee board committee members. Members are expected to sign up to the Nolan Principles, but not to all the detailed and rigorous requirements that we impose on trustees.

These draft policies have been reviewed by and are acceptable to the non-trustee members we are intending to appoint to Govcom and ARC.

Trustee elections and succession planning

As requested by the board, we reviewed trustee succession planning. It was noted that at the next AGM there will be at least four trustees who will be up for election, perhaps more. Once again, that will mean that least one and probably several trustees will be elected for one-year terms only.

We consider that the current rules result in too much board turnover and instability, as well as unnecessary uncertainty for candidates who might wish to put themselves up for election. Two-year trustee terms for elected and for co-opted trustees result in 50% of the board being up for election/re-appointment each year, which is higher than current governance best practice.

Under article 16.3, "if more than three Elected Directors are appointed at an Annual General Meeting, the number appointed in excess of three shall be required to retire at the next Annual General Meeting". This rule was intended to stagger trustee terms. It works well for that purpose, but we consider that it cuts in at too low a number, and as written takes effect too often. Also, providing for only one year terms in such a situation causes uncertainty both for the individual trustees and also for the board itself.

We consider it desirable that trustees should be elected/co-opted for standard three-year rather than two-year terms, and that this should apply to existing trustees. To ensure that article 16.3 bites only when really needed, it should apply only when more than four (rather than three) trustees are elected at the same time. Trustees who are subject to the rule should be elected for a two year rather than for a one year period. That will continue to ensure offset trustee terms while removing some of the inherent difficulties of the present system.

We recommend to the board that a change in the articles be put to the members at the next AGM. MM has agreed to prepare a draft amendment taking these points into consideration.

Process for membership approvals

A proposal to delegate membership-approval powers to the CE was drafted and reviewed: see Govcom Agenda 2015-11-16/Reports. This was considered workable by LC-R..

We recommend that this policy be adopted.

Statutory reports to Companies House and Charity Commission

LC-R reported on the status of statutory reports to Companies House and Charity Commission (WMUK and Cultural Outreach Limited). All were up to date as at 17 November.

Date of 2016 AGM

We recommend to the board that the 2016 AGM should be held on Saturday 9 July, in conjunction with a volunteer day.

Date of annual board awayday/workshop

To give each new board the opportunity to work together more quickly after the AGM elections, from next year the annual board workshop/awayday will be moved from December to September (to the weekend of 10-11 Sept in 2016).

Govcom long-term planning

It was agreed to work with LC-R on the following issues at forthcoming meetings:

• update policies listed at Constitution. Separate out strategic policies that are appropriately set by the board from operational procedures that are or should be within the remit of the chief executive. Generally update outdated policies, with less procedural stuff that needs board approval.
• improve scheme of delegation (ARC to recommend procedural and financial controls).

Work to overhaul our articles

Athough it had previously been agreed to work on updating our articles to bring them more closely into line with the Charity Commission model, having looked at what needs to be done in more detail we now feel that this could and should be deferred. While the articles could be tidied up, there is nothing fundamentally wrong with them and the amount of work needed to do a proper job would be considerable. LC-R agrees and has noted that such a task would inevitably take a lot of her time. The priority at the moment should be on more pressing issues as fundraising.

We accordingly recommend to the board that we reverse our previous decision to undertake a full review of the articles at this time.

Board and board committee minuting

At a previous meeting, D'Arcy Myers had indicated that he would be happy to minute future board meetings for us. Further discussions have clarified that his availability might in fact be limited, and it was agreed that we should not after all take him up on his offer. LC-R has indicated her long-term aim of having board and board committee minuting carried out by a trained staff member, but for the moment we will carry on with our current ad hoc arrangements.

Transparency

Quarterly score and narrative:

The committee agreed a transparency score of 3/5 for the three months Aug-Oct. Negative points were the lack of public discussion about volunteer strategy following the last volunteer strategy day, and the fact that publication of trustee expenses seems to have ceased. Positive points include the CE's significant efforts immediately on appointment to get out to meet the community, and the early posting of draft policy reviews for community input.