Alan Simpson response to Interim Report from Presidential Commission
First of all I would like to congratulate you on the Interim Report that you have published. It is well structured and argued and it is clear in what it is saying. Well done! Organisations should regularly review their governance arrangements and should not shy away from reforming them to meet current requirements. The structure that was in place a year ago with 44 members of Council acting as trustees needed reform and the structure that was put in its place has major failings. It is excellent that you have now looked at the needs of the organisation, carried out a review of the alternatives and come up with credible and well reasoned proposals.
In paragraph 2.3 you state that the ICE exists not for the benefit of its members but for the public good. I would argue that it exists for both the members and the public good and it is this dual purpose which creates the tension between the different governance arrangements and has largely caused the current disquiet in ICE. Addressing the public good is best delivered by a small executive team of trustees who are probably appointed rather than elected, while looking after the needs of the members is served by a larger body of trustees who are elected. These two aims of the Institution are not incompatible and both need to be met which inevitably results in a kind of hybrid structure.
From my own experience I know that it is perfectly feasible to have excellent governance with a committee of over 20 people acting as trustees. It does however require all of the trustees to understand their responsibilities and to be involved in the organisation to an extent that is perhaps beyond what ordinarily elected members of Council are able to commit to. I therefore accept that the dual structure of a smaller Trustee Board and a Council is a pragmatic approach.
The size, membership and appointment of both the Trustee Board and the Council then become crucial to the whole arrangements.
You quite rightly say that the Trustee Board needs a balance of skills but it should also be diverse in terms of gender, ethnicity and background. To be able to achieve a balance of skills and diversity on the Trustee Board may not be possible if there is only one Trustee who is not a member of ICE. I recognise that Interim Finding 4 allows a second Trustee who is not an ICE member in exceptional circumstances but I believe that you should allow greater flexibility in the membership of the Trustee Board with up to a third of its members being made up of people who are not members of ICE.
To achieve the balance of skills and diversity on the Trustee Board I am not entirely happy with any of your options in Interim Finding 5. In any election it is imperative that a focused list of candidates who meet the criteria is prepared. One of the criteria for would be knowledge of the workings of ICE. Being a member of Council is likely to be one way qualify for this but not the only way and a past member of Council would also clearly be equally suitable. I recommend that members of the Trustee Board are elected by Council from a short list prepared by NomCo. This will be seen by the membership as a mechanism of avoiding the potential for a self perpetuating clique to take over the running of the Institution. I do not believe that it is practical to have elections by the membership as a whole because, if you are trying to appoint, say, four or five people, the selection of one with particular skills may influence a subsequent appointment to achieve diversity. This would be virtually impossible to achieve with an election by the membership at large.
Interim Finding 6 requires greater clarity on the appointment of the members of NomCo. I agree with the ex-officio roles and the graduate of student member but I believe that all of the other members should be elected by Council. This will be clear and understandable to all the members.
In Interim Finding 7, NomCo should also interview potential candidates as well as “gathering detailed information”. They need not interview all applicants but only those who appear to pass the criteria for the posts. One of the most important attributes is the right attitude in a candidate which can usually only able to be assessed in an interview.
In Interim Finding 9, I believe that Option C should be adopted. The President is the figurehead of the Institution and should not also be responsible for the running of the organisation as well, partly because his time is limited. The Senior Vice-President can then chair the Trustee Board. This will provide additional checks and balances in case an egocentric President tries to drive a personal agenda, which has been seen in other organisations.
The title of Vice-President which is then subdivided into Succeeding and Non-succeeding Vice-Presidents is confusing to most members. I believe that only those who have been selected to succeed as Presidents should have the title Vice-President. All other members of the Trustee Board would be described as Trustees. I am not convinced that all Trustees should be allocated a particular portfolio because some skills which are required on the Board cut across different portfolios. These skills include such things as legal and marketing where their input would be used in different portfolios.
Your desire to achieve greater transparency is commendable and has my total approval as do your proposals in Interim Finding 12 which attempts to ensure that the different strands of the ICE’s work remain aligned.
You avoid making recommendations on the voting rights of graduates because it does not come within your terms of reference. As we are looking at the governance of the Institution, I believe that it is important to address this issue and I believe that graduates should be included in membership ballots. I cannot accept the alternative view given in paragraph 7.6 because I cannot believe that any graduate would become a member purely so that they could vote in ballots.
If you would like me to expand further on any of my points above I would be happy to do so. In the meantime I wish you well in your deliberations.