Reports 8Mar14/Governance Committee report

Governance Committee report

For Board meeting of 8 March 2014

Members: MM, KW, GD, JS

General

Govcom had one formal meeting this quarter, on 23rd January, the minutes of which can be found here.

Progress on governance recommendations

Hudson recommendations

4. Two year term for chair. This is currently an informal expectation. We recommend to the board that the term for chair should be set to be the same as the term for trustees.

7. GovCom should be chaired by the chair of trustees. We agree: see Board committees below.

12. Term of office of chair to begin 6 months after elections. This is no longer relevant. That recommendation was a one-off proposal in response to a particular situation that obtained at the time and was never intended to be a continuing rule. We ask that the board set this aside accordingly.

13. Mentoring/coaching support for Chair. This is in place with assistance from our ex chair, Chris Keating, and also through the current chair's recent membership of The Association of Chairs.

14. Review of chair's performance every two years. We agree and recommend implementation.

48. Consider adopting Foundation's COI guidelines. We are still reviewing these in detail, and will report back. Our version appears generally better and more appropriate for us, though.

Chapman recommendations

We are continuing to focus on the Chapman Recommendations.

C1. Completed.

C4. Chapman recommended a list of actions that are reserved for the board in contrast to those set out in the Scheme of Delegation. This is in progress, as mentioned below.

C8, C9, C10. Completed.

C11 - The calendar is completed, and public.

C12 - Improving the agenda for board meetings. Done. Tentative timings have also been added.

Relationship with volunteers

A volunteer working group has been set up to work with Katie Chan on volunteer liaison and development. The group will first meet on 19th March. One of the areas of focus will be on increasing the number of active volunteers (rather than solely on the number of members), and setting up a friends' list.

Board committees

The Governance Committee is working on an updated charter for itself. The current charter is focused on procedural issues, such as ensuring the board has the right skills and overseeing the AGM, whereas it would be preferable to adjust its focus to cover general governance issues as the first rather than the last task. The committee would also like to include a clause in the interests of transparency to allow observers to be invited by Govcom rather than waiting for the Board to initiate this. Finally, we plan to amend the charter to implement Hudson recommendation 7, namely that that Govcom should be chaired by the chair of trustees.

Proposals will be brought back to the board.

The charter for the Audit and Risk (ARC) Committee is generally good, and ARC has said that they do not think that that any amendments are needed.

Non-board committees

The committee is working on a new charter for off-board committees, as discussed at the December board meeting. This will be brought to the board for discussion and potential adoption as soon as it is ready.

Updating the articles

The Committee has this in hand, and will be making recommendations in good time before the AGM

Honorary officer roles

Draft versions of the honorary officer roles are available on the office wiki. Once agreed by the committee they will be returned to the board for final approval.

Vice-chair

GovCom recommends that the board appoints a vice-chair.

Scheme of delegation

The Committee has reviewed the scheme of delegation and do not think that there are any immediate issues requiring attention. A couple of minor issues may be brought to the board at the next meeting to ensure alignment with our new strategic plan (if approved).

As an adjunct to the scheme of delegation we are drafting a list of matters reserved for the board.

Standardising format of staff reports

Govcom recommends that all staff reports come to the board through JD. We have created and will be using at this board meeting a new reporting format.

Preparation for elections

The tellers are in place, and their work is progressing. Ed Saperia has confirmed that there is a room available in the Barbican for the AGM

Scotland

Both GD and Mike Peel have drafted proposed resolutions for the AGM. This needs discussion.

Cultural Outreach Ltd

We agreed with GD's recommendation that Cultural Outreach Ltd should have at least two directors who are independent of WMUK. Two volunteers were invited to become directors - Doug Taylor and Mike Peel. Doug has agreed and is now in place as a director, along with JD. Mike Peel has raised a number of legal queries.