15 The Dell
Chesterfield S40 4DL
17 September 2018
The Charity Commission
PO Box 211
Bootle L20 7YX
For the attention of the Chief Executive
The Institution of Civil Engineers (ICE) - Registered Charity Number 210252
I write to make a formal complaint against the Council and President of The Institution of Civil Engineers (ICE) which is a Registered Charity.
The ICE has over 92,000 members worldwide. It is based in the UK. Currently our Royal Charter and By-laws ensure that members are involved in how ICE is run. The ICE is an organisation of its members, by its members and for its members.
The President of the Institution of Civil Engineers (ICE) has recently written to the Privy Council seeking approval of a proposed change in governance structure. The present governing Council of 44 elected members will become advisory only and power will pass to an appointed, as opposed to elected, 12-member trustee board.
About 20% of the Council membership changes annually and the election of new members is by ballot of the whole membership. This year the ballot closed on 10 July 2018 and for many people this was the first they knew of the proposed major change in governance. To succeed the proposal needed 67% of the votes cast. It achieved 70% but only 9% of the electorate voted.
Many members considered that, because of the failures in communication, the process was flawed. The By-laws have provision for a Special General Meeting (SGM) if called for by 60 members. More than 120 members signed the call for an SGM which was held on 31 July and considered the following three resolutions:
1. That the SGM expresses disappointment with the ICE in its handling of the Governance Ballot on proposed changes to our Royal Charter, By-laws and Regulations and its failure to conduct extensive consultation with the Membership at large.
2. That the ICE Council be required to undertake extensive and effective consultation within ICE’s membership at large, and expressly within the UK and International Regions, Special Interest Groups, Expert Panels and Associated Societies on the need for, nature of and details of changes in ICE governance, such that the Institution meets the spirit of the Charity Commission’s Code of Governance for larger charities whilst at the same time meeting the needs and aspirations of the Institution and its membership.
3. That the ICE Council be required to formulate new proposals for ICE Governance following and derived from the consultation and to then hold a new ballot of the Membership on those new proposals.
All three proposals were carried overwhelmingly.
The ICE Council met on 04 September 2018 to consider this result. It accepted the resolutions from the SGM. A working party under an independent chair will conduct a review of governance and report during 2019. However Council decided to seek Privy Council approval immediately for the establishment of the appointed Trustee Board and the advisory role of Council.
There is considerable anger, frustration and concern among the general membership at what is considered a cavalier approach to the results of the SGM. Some have asked whether a second SGM could be called. Furthermore I understand that some members have approached lawyers to enquire whether, in the event of Privy Council approval, a judicial review might succeed.
I fully accept that there is a need for a substantial council restructure. However in view of the forthcoming governance review it should be delayed until the working party has reported. Otherwise the review will be under the control of the new appointed Trustee Board.
Based on the information above, and my experience of being a member of the Professional Conduct Panel and the Ethics Committee at the ICE, I consider that the President and Council of the ICE have breached the Charity Commission's Governance Code and in particular Principle 7: Openness and Accountability wherein, amongst other things, the following are stated:
- " - - - The board leads the organisation in being transparent and accountable - - -"
- " - - - The public’s trust that a charity is delivering public benefit is fundamental to its reputation and success, and by extension, the success of the wider sector. Making accountability real, through genuine and open two-way communication that celebrates successes and demonstrates willingness to learn from mistakes, helps to build this trust and confidence and earn legitimacy - - -"
- " - - - The board ensures that the charity’s performance and interaction with its stakeholders are guided by the values, ethics and culture put in place by the board. Trustees make sure that the charity collaborates with stakeholders to promote ethical conduct - - -"
- " - - - the board thinks about how best to communicate how the charity is governed - - - "
- " - - - The board makes sure there is suitable consultation with stakeholders about significant changes to the charity’s services or policies - - - "
I look forward to hearing from you.
Bob McKittrick BSc, CEng, FICE, FIStructE