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John F McFadzean - Response to Presidential Commission into ICE Governance's picture

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.

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