Govcom minutes 2015-11-16
Minutes of the Govcom meeting of Monday 16th November 2015 at Development House, London
Present: Michael Maggs - chair (MM), Greyham Dawes (GD)
In attendance: Lucy Crompton-Reid - CE (LC-R), Rosie Chapman - committee member elect (RC)
Apologies
Apologies were received from Kate West and Nick Poole.
Declarations of interest relating to matters on the agenda
None
Minutes of last Govcom meeting
The minutes were approved.
Matters arising
GD noted that reviewing the problems with CiviCRM was a task for ARC rather than Govcom. MM confirmed that.
Make recommendation to the board for non-trustee membership of Govcom
- Recommend to board that RC be appointed as a non-trustee member
Agreed to make the recommendation to the board.
Policy reviews
Review of board committee charters
Recommend modifications for approval at the 12 December board meeting.
- Governance Committee Charter/Proposed revision (Diff: [1])
- Audit and Risk Committee charter/Proposed revision (Diff: [2])
Changes are needed to:
- provide for non-trustee voting members, as approved at the 2015 AGM
- clarify delegated powers
- ensure clear voting procedures, to include non-trustee members
- tidy, and align the wording of the two charters
The draft policies were reviewed. Some changes were suggested, and MM agreed to amend the drafts and to re-circulate to the committee for final comments before they are put before the board at the December meeting.
Review of trustee code of conduct and conflict of interest policy
Recommend modifications for approval at the 12 December board meeting.
- Trustee Code of Conduct/Proposed revision (Diff: [3])
- Trustee Conflict of Interest Policy/Proposed revision (Diff: [4])
Changes are needed to:
- bring the policies into line with more recent Charity Commission recommendations
- ensure compliance with the articles, including changes made at the 2015 AGM
- clarify actions in the event of breach
- improve logical structure and remove duplication
The draft policies were reviewed. Some changes were suggested, and MM agreed to amend the drafts and to re-circulate to the committee for final comments before they are put before the board at the December meeting.
Review of proposed committee member code of conduct and conflict of interest policy
Recommend new policies for approval at the 12 December board meeting.
The draft policies were reviewed. Some changes were suggested, and MM agreed to amend the drafts and to re-circulate to the committee for final comments before they are put before the board at the December meeting.
Consider cycle of trustee elections and succession planning
Board succession planning was reviewed. 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.
The committee considered 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 results 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 the committee considered 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.
The committee considered 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.
It was agreed to recommend to the board that a change in the articles be put to the members at the next AGM. MM agreed to prepare a draft amendment taking these points into consideration.
Process for membership approvals
See proposal at Govcom Agenda 2015-11-16/Reports.
The proposed process was considered workable by LC-R. Agreed to make the recommendation to the board.
Forthcoming dates
- LC-R reported on the status of statutory reports to Companies House and Charity Commission (WMUK and Cultural Outreach Limited). All are up to date. The committee asked that copies of the submitted online CC Annual Return 2015 be included in the Board Papers for the December Board Meeting.
- It was agreed to recommend to the board that the 2016 AGM should be held on Saturday 9 July, in conjunction with a volunteer day.
- 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).
MM said that though 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 he now feels that this should be deferred. While the articles could be tidied up, there is nothing fundamentally wrong with them, and the amount of work that would be needed to do a proper job would be considerable. LC-R agreed and said 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.
It was agreed to recommend to the board that we reverse our previous decision.
At a previous meeting, D'Arcy Myers had indicated that he would be happy to minute 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 will work on the 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.
AOB
None.
Dates of 2016 Govcom meetings
The following dates were noted:
- Thur 11 February
- Thur 12 May
- Thur 11 August
- Thur 10 November
All starting at 2.30 pm