Reports 2015-12-12

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

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:

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:

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:

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.

ARC report: Meeting on 2nd December 2015

Decisions needed at 12 December Trustee Meeting

1. To formally appoint the new auditors

2. To accept the resignation of old auditors

3. To accept the ARC recommendation that we formally opt for an independent examination rather than an audit

4. To approve the 2016/17 budget

5. To approve the bank mandate recommendations

6. To approve the amended ARC charter

7. To appoint the CEO as a director of COL

8. To appoint Megan Griffith Gray and Alistair McCapra as external members of ARC

This was a long and quite complex meeting with a number of issues thrown up by the changes in the senior management of WMUK

QMFR and Q4 forecast.

We looked in detail at the QMFR and the Q4 forecast alongside the CEO commentary, and we were talked through the detail by Lucy and Davina. The presentation of the figures was excellent, they were produced on time and we had no concerns about the reporting. ARC was pleased to note that the year end out turn is likely to be better than budgeted. Unfortunately as noted by the FDC, this was due to underspending on programmes.

Budget 2016/ 17

We have now received our grant allocations from the FDC and the budget is in the process of being firmed up by the CEO and her team. They are working hard to achieve a breakeven budget without cutting back on programme budgets and we look forward to seeing the final result of this work.

Report from the audit panel

The audit panel interviewed auditors on 23 November. We were unanimous in recommending the appointment of Kingston Smith. The board needs to formally agree the appointment, and accept the resignation of our previous auditors.

Alongside the appointment, changes in the turnover thresholds mean that we are no longer obliged to have a formal audit and can opt for an independent examination instead. This will reduce the fees by around £3000 per annum, and ARC recommends to the board that we take advantage of the statutory option and opt for an independent examination.

Bank mandates

ARC discussed the bank mandate situation and signing levels. It was agreed that the CEO would present a paper to the board with recommendations on signatories and levels of authorisation. It was agreed that staff signatories should be limited to the CEO and the senior managers, with other staff only having the authority to set payments up within the system.

Procurement procedures

A walk through of the procurement procedures needs to be completed before we can sign these off. It was suggested that we ask Kingston Smith to do this as part of their initial review of internal controls.

Gift Aid

This year’s return is once again being completed manually and work is underway.

CRM system

It was agreed that we would hold this as an agenda item, pending formal review of what we need from the system and how best to provide it.

ARC Charter

The amended charter as agreed by GovCom was approved by ARC

Risk Register

As a major review of the risk register was undertaken at the last ARC meeting, it was agreed that we would review again at the March meeting.

Internal systems

It was noted by ARC that we had been asked to look at a number of areas where our procedures have not worked as expected. For example we were late putting trustee expenses up on the wiki, and we were over a week late in filing the COL accounts. While it was agreed that

1. We would file the dormant company accounts alongside WMUK

2. We would ask the board to formally appoint the new CEO as a director of COL

we remained concerned about the overall management of our legal obligations. It was agreed that the senior management team would instigate a diary system to support the ongoing management of these areas.

ARC would like to thank Lucy and her team for the well thought out agenda, getting papers out in good time, and particularly Davina for her work in producing clear, timely and accurate financial information.

Carol Campbell

Report from audit appointment committee

The audit committee met on the 23rd November and 'interviewed' three firms.

Moore Stephens

Kingston Smith

UHY

The tender figures were £5850 and £5750 for MS and KS with UHY coming in at £8500.

UHY gave a presentation focusing on their knowledge of us as their USP. Both MS and KS gave good presentations but KS shone with the added extras that they could offer as part of the fee, which includes two hours of fundraising advice, HR advice, IT advice as part of the package. We decided to recommend that Kingston Smith be appointed.

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