Governance review: response from Martyn Wade

The following response was received from Martyn Wade, Chair of Cilip Council, to my request for details of the of the professional bodies that Cilip had investigated as part of the governance review.

My thanks to Martyn for providing the information and for allowing it to be shared. This will enable members to review and decide if the bodies mentioned provide the sort of model and structure that Cilip should emulate, with the caveats that Martyn has outlined.

I would also like to say that despite reservations over the proposals I absolutely appreciate the hard work that has gone into the project by both paid officers and elected members.

However, now is the time for the membership to review, discuss, and if necessary amend, the proposals put forward. This should not be viewed as a criticism of the of the hard work already done but as a natural part of the democratic process to ensure healthy debate within a membership organisation.

Hi Leon

Thanks for your email.

CILIP is a member of the Professional Associations Research Network which provided a useful source of information on structures in other professional bodies. After examining a range of models two bodies with similarities to CILIP – the Institute of Occupational Health and Safety (IOSH), and the Museums Association were looked at in more detail. Both use appointed members successfully, although their appointment processes they use have been adapted for the proposals for CILIP.

IOSH operate a model that involved a nominations committee filling most Board and committee roles which they were very positive about. The Project Board did not recommend this model to Council as they felt that members would still wish to elect the majority of trustees, but should have the opportunity to appoint some (a minority) to allow for recruitment of skills and experience that might not be available after the elections process (assessed through the board skills matrix).

The Museums Association work on a system of electing eight trustees and then identifying gaps and approaching appropriate people to bring skills or representation of an interest area to the board. The Project Board did not consider that this process was transparent enough and that a proper application process would need to be in place to demonstrate openness in recruiting appointed members.

CILIP also of course looked at what is normal practice for charities of our size, which is generally to appoint all trustees by interview.

You might also be interested in the positive response from the Privy Council which has to approve the charters of all Chartered bodies:

“Overall Privy Council Advisors felt the proposals put forward by CILIP to amend their governance structure appeared practical and also appeared to refine the governance structure and provided improved clarity. The introduction of a smaller Board of Trustees, to replace a larger Council, was felt to be appropriate. The proposals for the Board to be chaired by a President elected from among its own members was also considered appropriate, as were the proposals regarding the election of the Vice-President and the Treasurer.”

There is also an issue about having two-tiers of trustees. All trustees of a charity have equal legal responsibility for the running of the organisation. The governance proposals do not allow appointed members to be Chair (unlike co-opted trustees in the current arrangements) and the Board quorum requires there to be a majority of elected trustees present. To prevent appointed trustees from voting for their own Chair would be an additional, and severe, limitation on their decision making ability when they retain the full liability.

I hope that this clarifies things for you, and I am happy for you to share this reply.

Best wishes, Martyn


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