Reports 7Dec13/Governance Committee report

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Governance Committee report[edit | edit source]

For Board meeting of 7 December 2013

Members: MM (chair), CK, GD

1. General[edit | edit source]

Govcom had one formal meeting this quarter, on 9th October, the minutes of which can be found here. The committee also completed consideration of the Chapman governance audit report and undertook four trustees candidate interviews.

2. Governance audit report[edit | edit source]

Since the last board meeting, Rosie Chapman completed her interim governance audit. Her report was reviewed by Govcom, and we recommended immediate publication to the board. That was promptly approved, and the report was published on Wiki on 21st October.

The overall tenor of the report was extremely positive, with Rosie noting that good progress on governance has been made, although of course work remains to be done. Of the 50 recommendations set out in the original Hudson report good progress has been made on almost all, and half of the recommendations have already been fully implemented into the charity’s practices.

In appendix 2 of her report, Rosie set out 15 ongoing actions that we should take to complete our implementation of the Hudson review recommendations. For convenience, an on-Wiki copy of appendix 2 can be found here.

For decision:
We recommend that the board formally adopts all of the Chapman recommendations as ongoing guidance as we continue our work to implement the remaining Hudson recommendations.
For decision:
We ask the board to delegate continued work towards final implementation to Govcom, who will report back at each board meeting.

3. New trustees[edit | edit source]

As approved at the last board meeting, Govcom interviewed all four approved candidates and recommended appointing three, namely:

  • Padmini Murray: as co-opted trustee
  • Simon Knight: as replacement elected trustee
  • Joseph Seddon: as replacement elected trustee

All three recommendations have been subsequently approved by a written decision of the board dated 17 November 2013. Accordingly, all three are now full board members.

We have been encouraged that both phases 1 and 2 of our efforts to strengthen the board attracted a decent number of high quality candidates for trusteeship, and that we had a good selection from which to choose.

That concludes this section of the committee’s work, for the moment at least.

4. Ongoing committee work[edit | edit source]

For decision:
We should like the board to approve the following scheme of ongoing work for the committee:

Priority issues[edit | edit source]

Now that we have a full and fully-functional board, we consider that there are several issues of high priority that need our concentrated focus in order both to strengthen our governance further and also to improve our ability to work closely with our members and volunteers to deliver high quality projects.

Subject to any comments, Govcom intends to work on the following with a view if possible to bringing proposals to the community and to the next board meeting for discussion.

4.1 Redefine the role and purpose of the non-board committees to give them greater prominence, and if need be re-constitute and re-vitalise them with greater volunteer input to drive forward programmes. At present, the roles and memberships of non-board committees are somewhat unclear, and that has led to atrophy and lack of focus. Board/committee communication needs to be improved, and better board support for the committees’ work is needed. We would hope and expect that this will result in considerably greater community involvement.

4.2 Improve board and member/volunteer alignment generally. Further discussion of the possibility of having a ‘volunteer advisory panel’ or something similar is we think sensible, but we need to carry through and not simply discuss. We would propose to work with Katie to look at strategies to date, review the recent survey, and take a broad look at the issues with a report for discussion at the next board meeting.

4.3 Review and re-define if necessary the remit of the board committees to enhance the charity's ability to make real progress between meetings, and to achieve our stated aim of reducing meeting length. Consider whether as part of their standing remit the committees should have any delegated powers.

Ongoing issues[edit | edit source]

4.4 Work with Jon on refining and improving the Scheme of Delegation to the CE.

4.5 Continue work towards implementation of the Hudson review recommendations.

4.6 Define the role of the charity’s honorary officers (GD has already produced a paper on this which we expect to be able to use as the basis for a recommendation at the next meeting).

4.7 Improve staff reporting requirements to focus more on programmes/tasks and less on individuals.

4.8 In preparation for the next AGM, start work on a review of the charity’s articles to ensure that they are fully compliant with best charity practice and with recent changes in charity law. There are also some specific issues that have arisen on which we would like greater legal clarity, namely:

  • vires for the CE's delegated day-to-day management powers (including budget-management, making of procurement contracts and management of staff) under his existing Delegation Scheme or any future modifications of it;
  • vires for the July Board's decision to instruct the CE to handle membership applications;
  • vires for bank mandates; and
  • legal status of observers at board meetings and board committee meetings.

This will require legal advice for which we guess a ballpark cost of perhaps £3500. We will revert to the board for further authorisation in advance of expenditure should that figure turn out to be grossly wrong.

MM, CK, GD 19/11/13