We have undertaken a governance review in order to ensure up-to-date arrangements are in place to facilitate good strategic leadership, accountability and a framework that encourages diversity and inclusion.
Early last year, all voting members (FCT and AMCT) received an email from our then President, Peter Goshawk, explaining that the ACT was undertaking a governance review in order to ensure it has up-to-date arrangements in place to facilitate good strategic leadership, accountability and a framework that encourages diversity and inclusion. Peter informed members of a small interim change, ahead of the conclusion of the full review, reducing the maximum size of Council from 18 to 16. This was achieved by two members of Council completing their term of office at 30 April 2018 and by not holding an election for new Council members for the term commencing 1 May 2018.
Over the following few months, and with the help of a working party comprising two volunteer members and two Council members (including our Chief Executive), the governance review was completed and Council approved its recommendations in June 2018. Council also agreed revised Terms of Reference for both the Appointments, Remuneration and Audit Committee (ARAC) and Council in September and December 2018 respectively. The agreed changes are all in accordance with the ACT’s existing Bye-laws.
A summary of the key changes from the governance review is as follows:
- A further reduction in the size of Council to a maximum of 14
- Annual Council skills gap analysis to help inform the Council election and co-option process
- More information to be provided to members to help them decide whether to submit a nomination form for election to Council
- Nominations for election to require the support of one other member (previously two)
- Minor amendments to the process for the appointment of Officers
- Improved clarity around the roles and responsibilities of committees, panels and groups
Further detail on the changes is set out below:
Size of Council
Best practice across all types of organisations is to have a leaner, more efficient decision-making board that better enables it to fulfil its key responsibilities of oversight, stewardship and strategic direction. We wanted to adopt this more modern approach whilst at the same time supporting an overall governance framework that is representative and inclusive. Council therefore agreed a further reduction in the size of Council to a maximum of 14 by reducing the number of non-Officer elected Council members to 5. Council will therefore consist of:
- Chief Executive
- Four Officers: Immediate Past President, President, Deputy President and Vice President – all drawn from elected Council members
- Five further elected Council members
- Up to four co-opted Council members
The change is effective from 1 May 2019 with no existing members of Council required to step down early and with an election for new members each year going forwards, including for the term commencing 1 May 2019.
Diversity and skills on Council
It is important for Council to have a breadth of perspective reflective of our membership and society and with the right skills and experience to deliver our vision, mission and strategic plan. This should be achieved through a fair, democratic and inclusive election process with the flexibility to co-opt further Council members to bring on board specialist skills, as and when they are required.
No changes were proposed to the maximum number of co-opted members (4), however even with the further reduction noted above, elected members (4 Officers and 5 other elected members) will always form the majority of Council.
It was agreed that on an annual basis, or more frequently if required, Council would undertake a skills gap review and consider any other attributes or experience that would be beneficial to have on Council. Any skills or experience gaps identified will be highlighted in the information provided to members as part of the Council election process and will also inform Council’s discussions about co-option.
So that any member considering standing for election to Council has received all relevant information and is better placed to decide if they wish to submit a nomination form, a discussion will be arranged with the Director of Membership & Governance and one or more members of the current Council. This process was already available to candidates but will now be formalised and made a requirement for all candidates.
Previously, nominations from members for election to Council required the support of two other members. From 2019 onwards, candidates will only need the support of one other member (FCT or AMCT). This will make it easier for less well-connected members, especially those outside the UK, to stand for election.
Selection of Officers
The normal succession route for Officers is Vice President, Deputy President, President and finally, Immediate Past President, with each post lasting one year. Annually, ARAC recommends to Council the appointment of the next Vice President from the elected members and the existing Officers move up to the next Officer level with the Immediate Past President retiring from Council. This process has worked well and therefore only minor amendments have been made to this process.
To ensure that we have a strong pool of Council members for appointment to an Officer position and to facilitate smooth succession planning, candidates for election to Council will be informed, as part of the pre-nomination discussion, that stepping up to an Officer role is a real possibility for which they should be prepared. However, this will not rule out a good candidate for election who, for example, can only commit to one term on Council.
The governance review clarified that any Council member with an existing conflict of interest will not be eligible for consideration as an Officer.
Usually ARAC will recommend one candidate for appointment to Vice President but it was recognised in the review that there may be occasions when ARAC recommends more than one person to the post of Vice President, in which case Council will decide which person is appointed.
Committees, panels and other groups
The ACT has a number of groups that support our activities. The review recognised that only one of these groups, ARAC, has a governance role with delegated powers from Council and clarified its duties and responsibilities, so avoiding the duplication that was sometimes taking place between ARAC and Council. The chair of ARAC (Immediate Past President) now reports back to Council at each meeting as a standing item on the Council agenda.
All other groups are advisory in nature with no decision-making authority. They provide support and input into important areas of the ACT, helping Council and the ACT team to deliver our strategic objectives through the expertise, market knowledge, contacts and enthusiasm of treasurers. To reflect the nature of these groups and for clarity and consistency, those groups that have a continuing role (i.e. not working groups with a limited life) have been renamed from ‘committee’ to ‘advisory panel’ i.e. Policy & Technical Advisory Panel, Membership Advisory Panel, ACT Middle East Advisory Panel, East Africa Advisory Panel.
Formerly, the chairs of these groups (if not already members of Council) were invited to attend Council meetings. It was agreed that this would no longer be the case, however, the management team provides regular strategic updates to Council on key operational areas with, where relevant, the participation of the panel chair. As was already the case, Council receives copies of panel minutes.
For individuals, these groups provide a way to get involved, give something back to the profession, develop personal networks and participation is a rich source of CPD. They also provide a pipeline of talented members for future Council membership.
For the ACT, the most important function of these groups is their representative role, providing insight and understanding of the profession and a means to gather a range of views and feedback from the wider membership. We are very grateful for this invaluable input from our members and indeed, this governance review benefited from the contribution of three volunteer members who we would like to thank: Catherine Porter FCT, Joe Peka AMCT and Sharn Hawkins AMCT.
Council Terms of Reference
The Council Terms of Reference have been updated to reflect the changes agreed as part of the governance review.
Please do get in touch if you would like any further information on the governance review, are interested in standing for election to Council or would like to get involved in any of the ACT’s panels or groups.