John F McFadzean - Response to Presidential Commission into ICE Governance
Presidential Commission into ICE Governance Consultation on Interim Report dated August 2019
Submitted by John McFadzean MBE BSc FICE CEng
This submission has been prepared in response to the Commission’s request for feedback on the
findings detailed in the Interim Report of August 2019.
My response deals primarily with Article 5 of the Full Report - ICE’s top- level governance
I do not agree with the Commission’s recommendation that that “ICE’s top level governance structure
should comprise a compact Trustee Board with a larger mainly advisory Council”….
This is the major disputed issue which led to the formation of the Commission following the
groundswell of dissatisfaction amongst Members at the
Institution’s lack of openness during the ballot process which in turn led to the fundamental
restructuring of the Institutions governance procedure.
It is encouraging to note that the Commission considered this fundamental issue from first
principles however there appears to have been little consideration given to of the outstanding
success of the governance procedure that was applied for decades, prior to the changes made in
2018. Surely this is of major importance.
With reference to points 5.1.3 and 5.1.4, it is not unusual that a sub section or in this case the
Executive Board would have made decisions confident in the knowledge that the Council would approve
them in due course. They were no doubt in line with agreed strategy. This is not however an
argument for tipping the balance of accountability on its head and proposing a self- accountable
Trustee Board with an “advisory” Council. Presumably the Trustee Board is now directly accountable
to the members.
I do not believe that the legal obligation incumbent on the Council members to which the report
refers are of any significance, and in any event these could be simply covered by appropriate
The Commissions Executive Secretary advice is that “the board should be the right size to govern
effectively. There is no right or wrong size of Board.”
Subsequent advice is based on the Charity Governance Code, a US study by Bain Capital Private
Equity (presumably most relevant to Corporate Boards) and evidence from Dr Andrew Purkis OBE, a
specialist in Charity governance
all appear to be biased towards smaller boards. I see no quoted evidence of
advice given by organisations who successfully operate with larger boards, or indeed past Members
on the successful management of a larger ICE Board.
If The ICE was a Corporate entity (within which I have spent almost my entire working career) I
would have no hesitation in agreeing with the principle of a small board operating a business in
order to generate a profit and pay dividends to its Shareholder, to whom it is accountable.
Our Institution is as far away from a Corporate entity as is possible given it’s noble purpose to
foster and promote the art and science of Civil Engineering.
Most of the remaining recommendations relate to the refinement of the governance structure the
Commission is currently proposing and since I disagree with Interim finding 1, I do not propose to
comment on the other issues at this time.
I trust the Commission will seriously consider these issues I have raised. John F McFadzean MBE.