Talk:Audit and Risk Committee charter
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Greyham drew my attention to the fact that he could not find this on the agenda- please excuse us if it is somewhere else already! Jon Davies WMUK (talk) 16:59, 26 March 2013 (UTC)
Hudson review
The Hudson review, dated 31 January 2013, was accepted by the Board of WMUK soon afterwards, if my recollection is correct. Section 4.1.2 Committee structure recommends of the Audit and Risk Committee:
- "This committee should be chaired by a member of the board, and have one independent member appointed by the board on recommendation of the Governance Committee."
We still don't have the independent member (not "observer") appointed by the board. I suggest it's time the charter was updated to reflect the Hudson review's recommendation, which is important to bring us closer to best practice in governance. --RexxS (talk) 16:36, 10 July 2014 (BST)
- On the agenda for the next meeting, I understand. --MichaelMaggs (talk) 10:22, 11 July 2014 (BST)
- I see from the minutes (ARC Minutes 2014-09-10 #Skill review of ARC members/Hudson recommendation re members of ARC) that the Hudson review recommendation to have one independent member was lumped in with a skills review. The Board has made no progress in implementing this important recommendation, which had nothing to do with skill sets and everything to do with the transparency of having an independent member sitting on the ARC. The Hudson review didn't suggest having a non-voting observer - which would be a token - but an independent member. Under the current scheme of delegation there may be some items where such an independent member could not vote (i.e. make a decision), but it is wrong to suggest that they would have to be barred from participating in discussion on any topic and from voting on any issue that was not a delegated power of the directors. I note that the ARC minutes stated "Until an amendment to the constitution is made, ARC are happy to accept someone with an appropriate skillset as an observer." Is there any intention to make an amendment? or has the Board decided not to implement Section 4.1.2 of the Hudson report? I think it would be preferable to reach a decision and make a statement if that is the case, rather than just assuming the issue will go away if left long enough. --RexxS (talk) 17:46, 6 May 2015 (BST)
- A change to the Articles is needed to allow appointment of an independent (voting) member. The resolution to achieve this is already planned and will be put before the AGM in July. The draft is available for comment at 2015 Annual General Meeting/Resolutions. --MichaelMaggs (talk) 17:57, 6 May 2015 (BST)
- I see from the minutes (ARC Minutes 2014-09-10 #Skill review of ARC members/Hudson recommendation re members of ARC) that the Hudson review recommendation to have one independent member was lumped in with a skills review. The Board has made no progress in implementing this important recommendation, which had nothing to do with skill sets and everything to do with the transparency of having an independent member sitting on the ARC. The Hudson review didn't suggest having a non-voting observer - which would be a token - but an independent member. Under the current scheme of delegation there may be some items where such an independent member could not vote (i.e. make a decision), but it is wrong to suggest that they would have to be barred from participating in discussion on any topic and from voting on any issue that was not a delegated power of the directors. I note that the ARC minutes stated "Until an amendment to the constitution is made, ARC are happy to accept someone with an appropriate skillset as an observer." Is there any intention to make an amendment? or has the Board decided not to implement Section 4.1.2 of the Hudson report? I think it would be preferable to reach a decision and make a statement if that is the case, rather than just assuming the issue will go away if left long enough. --RexxS (talk) 17:46, 6 May 2015 (BST)