Improving Charity Governance: Insights and Recommendations for Trustees

RAS Governance review 2024 Presentation to Council May 24 Wellspring Consulting Ltd 0

To discuss today 1. Background 2. Headlines 3. Context: refresher on the role and liabilities of charity trustees 4. What s going well? 5. Improvements you have already identified 6. Suggestions: What might make your roles more fulfilling? 7. Highlights from interviews 1

1. Background 2

Background (1) I carried out the following activities: Interviewed sixteen members of Council and the CEO Observed a Council meeting and a Finance Committee meeting Read meeting minutes and other documentation from the past eighteen months Noted and considered the contents of the Society s governing document Discussed early findings with the Steering Group 3

Background (2) Reminder of Trustees legal duties Ensure the Society is carrying out its purposes for the public benefit Comply with your governing documents, and the law Act in the Society s best interests Manage the Society s resources responsibly Act with care and skill Ensure the Society is accountable 4

Background (3) 1. If Trustees act in breach of their legal duties, they may be personally liable to make good any financial harm done to the charity. They can also be disqualified from being a Trustee. 2. However, this is highly unusual, and generally requires Trustees to have been fraudulent or negligent. 3. Custodial sentences for anything to do with being a Trustee are extremely rare! And they are for crimes which anyone would receive a custodial sentence (eg fraud) there is no crime of not being a good Trustee 5

2. Headlines 6

Headlines 1. Congratulations! 2. You have great Trustees, who feel very well supported by staff. 3. You have a strategy, which lines up with your charitable purpose. 4. Everyone is working hard to deliver this charitable purpose. 5. There are some possible changes which I think would make your roles more fulfilling, and use your time better, but there no burning issues. Throughout this document, the hourglass icon means that I have templates and examples from other learned Societies which you are welcome to use, if this would save you some time. 7

3. Whats going well? 8

Whats going well? Everyone feels that their voice is heard Very high quality Trustees, who are committed and energetic Trustees actually enjoy Council meetings Lots of praise for the President A sense that you could all call out worrying behaviour Trustees are very positive about staff Trustees feel that EDI actually matters Trustees are happy with Council s size Thoughtful consideration of difficult issues 9

3. Possible improvements that you had already thought of 10

What youd already thought of - major Bye-laws The Treasurer role Trustee Code of Conduct I agree that there are some gaps in your bye-laws, and that it might help you in the future if you filled these in particularly giving yourself the power to remove a Trustee from Council. I agree with the concern that this is far too operational for one voluntary person you are also an outlier in terms of how other learned societies Treasurers operate I agree that you ve done really well to get a Member Code established - and that there is a gap for those elements of being a Trustee that are not covered in the Member Code. Recommendation To develop a Trustee Code of Conduct, a process for how someone reports a potential breach, and a plan for how you will manage potential breaches Recommendation Recommendation To change the role so that it is similar to other Treasurer roles, focusing on oversight and challenge of staff, investment advisers and auditors. This will require an extra staff member (possibly part-time) This is covered later in more depth 11

What youd already thought of - minor Committee ToRs Expectation of Trustees who are not resident in the UK I agree with the concern that most of these are little thin (the Finance ToRs are much more solid) I agree that you need to set expectations! Recommendation Trustees not resident in the UK should attend at least one meeting in person, with travel and subsistence funded by the Society. This meeting should align with something important in the Society s calendar, eg NAM or the AGM Recommendation To re-vamp Committee ToRs, making their remit clear, setting out what is expected of members, explaining how to remove a Committee member if necessary, and stating how the Committee will connect with Council 12

3. Possible improvements that might make your roles more fulfilling 13

Making your roles more fulfilling This splits into three main areas 1. How it feels to be a Trustee in the RAS 2. Meeting management and getting business done 3. Bye-laws 14

Being a Trustee in the RAS (1) Starting the role Understanding the Society Some Trustees felt lost when they started their role they didn t really know what they were meant to do, or how to do it. Induction was much later than they expected. Trustees think that the Society s staff are great and they would like to get to know them more! At the very least, they would like an organogram. Recommendation Provide an organogram of how the Society works, and who does what Invite staff and Trustees to mingle, perhaps before/after a Council meeting? Invite staff to present at Council, on a rolling basis Recommendation Induction should be very soon after the role begins. Your auditors, Buzzacott, offer high quality, free training for Trustees you could take advantage of this. 15

Being a Trustee in the RAS (2) Terms of office The VP role Feeling fulfilled The Society has two-year, three-year and five-year terms of office. Two years is a very short time in which to learn how to be a good Trustee, and then perform well. Five years is a long time to be in one role. This role is not clear! Different Trustees had different ideas of what it meant, and the bye-laws do not help. Many Trustees wanted to do more, but didn t know how to be useful Recommendation Recommendation Recommendation Recommendation Recommendation Recommendation Ask staff to think about how Trustees could help over the year could they identify mini work packages that would be bounded and manageable for Trustees, given Trustees existing workload in their day jobs? workload in their day jobs? Ask staff to think about how Trustees could help over the year could they identify mini work packages that would be bounded and manageable for Trustees, given Trustees existing workload in their day jobs? Ask staff to think about how Trustees could help over the year could they identify mini work packages that would be bounded and manageable for Trustees, given Trustees existing workload in their day jobs? Ask staff to think about how Trustees could help over the year could they identify mini work packages that would be bounded and manageable for Trustees, given Trustees existing Think about what you want the VP role to be is it mainly about Awards? Or is it being a special support to the President? If so, how? Consider uniform terms of three years, with eligibility to be re-elected for another three-year term.

Meeting management, and getting business done (1) Workflow The Agenda Risk management Some Trustees felt that sometimes, they did not have visibility of progress on actions. (Trustees were also very sympathetic about staff capacity. ) Trustees were not aware that they could suggest items for Council s agenda Trustees had very varied views on how risk is managed and they cannot all be right at the same time! Recommendation Recommendation Make the risk register available to all Trustees via the website Discuss highlights and significant changes at each Council meeting Don t think of it as a Finance responsibility all Trustees are responsible for risk management Recommendation The action log should include action owners and likely start and completion dates (so that staff can be open about what is realistic). Actions that are behind schedule could then be easily identified and discussed at Council. Agendas do tend to follow a yearly pattern this is quite normal. However, Council members could be invited to submit suggestions for each Council meeting. 17

Meeting management, and getting business done (2) The Officers Meeting Links between Committees and Council Closed sessions The Officers meet as a sub-group before each Council meeting. At the moment, this does not cause any concern relationships on Council seem to be good, open and trusting. However, this sort of sub-group can grow organically and assume more power than the original intention. There is no expectation that Trustees meet on a regular basis for a short time (eg 10 minutes at the beginning or end of each meeting) without staff present Given that Council is quite large, it is odd that so few Committees are chaired by Trustees. This means that Committees are sometimes working in isolation from Council, apart from submitting reports that are received but not discussed. Recommendation Council should consider there is no governance requirement for this a regular short session that is for Trustees only. This is usually at the beginning or end of a scheduled Council meeting, and is an opportunity to discuss anything awkward, or resolve issues between Trustees. (I am aware that this already happens with remuneration) Recommendation This is something just to keep an eye on you could: Remind yourselves each time the group meets that it does not have any extra powers Take notes of discussions, and check that the group is not sliding into being a group of super Trustees Recommendation If possible, Committees should be chaired by Trustees. However, if the subject matter of the Committee is so specific that there is no suitable Trustee to Chair, there should be a Trustee on the Committee who reports back to Council. (Already in your bye-laws does it happen?) 18

The bye-laws (1) The bye-laws are a little elderly, and do not reflect changes in charity governance over the last ten years. The following table sets out a summary of what I think the gaps and challenges are. Area Conflicts of interest and loyalty Issue There is very little here, and no mention of connected persons (ie family of Trustees) Recommendation Bring in modern text from the Charity Commission and/or other learned societies As above Benefits that Trustees are allowed to receive Ending Trustees terms As above Recommendation As above There is no power to remove a Trustee (either via a Trustee resolution or a Member resolution) There is no list of situations in which a term will end automatically (eg being convicted of certain offences, being declared bankrupt) There is no specific power to hold hybrid AGMs or EGMs Recommendation If possible, Committees should be chaired by Trustees. However, if the subject matter of the Committee is so specific that there is no suitable Trustee to Chair, there should be a Trustee on the Committee who reports back to Council. There is no power to offer a proxy vote Council should consider there is no governance requirement for this a regular short session that is for Trustees only. This is usually at the beginning or end of a scheduled Council meeting. Consider whether you want this Members meetings As above Members meetings 19

The bye-laws (2) Area Elections and terms of office Elections and terms of office Issue There is no flexibility to extend someone s term Recommendation Consider whether you want this It s not clear in the bye-laws whether people are elected before the AGM and announced at the AGM, or actually elected at the AGM The power to take actions to take such actions as it deems necessary to correct any imbalance if the balloting list is not viable, balanced and representative is not clear in a way that respects the rights of all participants is not clear This is absent Decide what you want to happen in future Elections and terms of office Decide what you actually want this power to be, and when to use it Recommendation Recommendation If possible, Committees should be chaired by Trustees. However, if the subject matter of the Committee is so specific that there is no suitable Trustee to Chair, there should be a Trustee on the Committee who reports back to Council. Removal of a Member Decide the process you actually want Use Charity Commission standard text Council should consider there is no governance requirement for this a regular short session that is for Trustees only. This is usually at the beginning or end of a scheduled Council meeting. Dissolution clause UPDATE November 2024 the Society s solicitors have since also recommended two minor changes to the Charter. 20

Finally Councils size You asked me to think about Council s size. It s definitely on the large side, but: 1. No-one saw this as a problem (although a few of you said you didn t want it to get any bigger) 2. Many Trustees saw it as a positive, for bringing in a range of views 3. There is no Charity Commission mandate on Board size Recommendation This is really up to you - you could reduce the number of Councillors (retaining the same proportion of A and G), or carry on as you are. Chairing a large meeting is a learned skill, so Presidents should feel comfortable about asking for training if they are finding it hard to manage this element of their role. Separate but connected, some of you mentioned that it was hard to get the same input at Council from online attendees as from real-life attendees. This is the same everywhere: I think most organisations feel that the benefit of hybrid Council meetings outweighs this disadvantage. However, Trustees should try to come to meetings in real-life: the relationship-building that happens in real life contributes to good governance. 21

Thank you! Questions? 22