General Meeting Vote Results

I am pleased to inform you that, following the Special General Meeting held on 10 October 2023, the resolution, to make partial amendments to the rules concerning governance, has been accepted with clear support from the majority of our members who voted at the Special General Meeting:

  • 74 votes in favour
  • 9 votes against
  • 3 abstenations

We appreciate the time and contributions of everyone who participated in this important decision-making process. Your engagement and commitment to the CSSC is invaluable.

The acceptance of this resolution marks a significant step forward towards enhancing the efficiency and effectiveness of our governance. We are confident that these changes will contribute positively to our mission and objectives – to better meet the needs and wishes of our members.

Thank you once again for your active involvement and dedication to CSSC. 

If you have any questions or require further clarification regarding the resolution or its implications, please do not hesitate to reach out to us by contacting Governance2023@cssc.co.uk.

We look forward to implementing these changes and working together to create a stronger, more responsive organisation for all our members.

Click here to access the minutes, voting results and presentation of the SGM.

Update

The Governance Working Group successfully concluded a very positive three-month consultation and engagement period which began on 16 June 2023 and ended 15 September 2023.

The key discussions, questions and conclusions are set out in the Consultation Report, which can be found here.

For any questions related to the report, please send through to the Governance Working Group

 

Overview

CSSC is at a pivotal time in our history. Having celebrated our 100-year anniversary we find ourselves having to operate in a volatile, uncertain and complex commercial, post covid environment. CSSC currently has over 128,000 members, a turnover of over £7 million, a £12 million investment portfolio and a significant property portfolio nationally. 

In order to be responsive to the present and future needs of our members and the organisation, we are pleased to announce that we have conducted an extensive Governance Review, which began in April 2022. 

The key objective of the Review is to examine the governance framework by which CSSC is run and to make proposals that will strengthen CSSC’s ability to create value for its members and operate effectively in line with its legal obligations and objectives.  

The review is based on several key principles that underpin CSSC’s core purpose, that is: 

  • To recognise our history and to retain links with our past, as CSSC evolves. 
  • To learn from other relevant membership bodies and commercial organisations to adopt good governance practices. 
  • Continue to value our volunteers and: 
  • Ensure collaboration remains at the heart of CSSC. 
  • To ensure that CSSC is fit for the future. 

The review culminated in a Report with key recommendations, which were considered and endorsed by the main Board in December 2022. Three priority areas were identified to develop a balanced board with diversity of thought, skills and to improve effective decision making, that is: 

  • Accountability. 
  • Representation and Diversity
  • Leadership. Skills and Experience 

The proposals are designed to strengthen our ability to create value for our members, enable a more balanced board with a breadth of views, skills and experience to lead the organisation and establish good standards of governance.  

Approach

In December 2022, the Board considered the initial Governance Review and accepted the recommendations, which included setting up a Governance Working Group to develop a programme of change, for implementation over the next five years (2023-2027). With the help of KinseySears, an external consultant, the approach of the Governance Working Group has been to: 

  1. Define the purpose and objective of the CSSC and the Board’s role. 
  2. Engage with the Board and the Executive Team through questionnaire and interviews. 
  3. Conduct a current state analysis of the organisation and the Board. 
  4. Identify key issues to address. 
  5. Define the optimal Governance Structure and Governance Code, and  
  6. Develop a change management and implementation plan. 

Key Findings

The key findings of the Governance Review related to themes raised during the research and engagement:

The review found that the current Board is too large and recommended reducing its size.
The Board would benefit from adjusting the balance between CSSC member/volunteer representatives and appointed directors, with more independently appointed directors required to address specific skill gaps.
The Board needs a broader range of key skills and expertise to lead the organisation
The retention of directors from the CSSC membership and volunteers is essential to ensure that members continue to be represented and have a voice.
The current electoral system is not fit for purpose, and the review suggested that it needs to be improved.
There is no regular evaluation or feedback on how individual Board members are performing.
The current Board composition and election process do not provide the diversity of representation or skills and experience to be representative or look after the membership's best interests.
Potential or perceived conflict of interest needs to be addressed.
The current induction process does not adequately prepare new Board members.
There is a lack of monitoring and evaluation against key strategic objectives at Board level.

Key areas to address

Board composition

Recommendations related to the CSSC Board structure:

  • The Board should be reduced in size to nine members. It is proposed that this will consist of four representatives of the CSSC members and volunteers, four appointed independent directors and the Chair.
  • Composition of the Board:
    • Four representatives from CSSC members and volunteers.
    • Four appointed independent directors.
    • The Chair.
  • The CEO to attend the Board meetings in a non-voting capacity.
  • The post of President to be introduced. The role will focus on performing ceremonial and ambassadorial duties with an emphasis on key stakeholder engagement. The President should be appointed for a term of two years to ensure enough time to have an impact in the position while ensuring the role does not become an onerous commitment.
  • Appointment of the President for a two-year term.
  • Balancing impact in the position with avoiding excessive commitment.
  • The Chair position should become an independently appointed role, increasing the independence and objectivity of the Board's leadership.
  • The Vice Chair role should be filled by one of the four CSSC Member/Volunteer Board representatives, ensuring that the Board has a balance of representation and expertise.
  • Board members should be appointed based on their ability to contribute to the overall governance and strategic development of the CSSC, as well as their specific area of expertise and experience.
  • This will ensure that the Board has the necessary skills to govern the organisation effectively.
  • The Board terms should change from the current two terms of four years to a maximum of two terms of three years. This change will ensure that the Board remains fresh and dynamic, while allowing for the retention of valuable experience and knowledge.
  • CSSC should recruit new Board members proactively to ensure diversity in skills, experience, ethnicity, gender, age, and other characteristics that represent the membership they serve.

Board appointment process

  • CSSC should replace the current electoral system for Board members with a new system, where CSSC members/volunteers can apply or be nominated for a Board role and then undergo a selection and interview process conducted by the Appointments Committee. This will ensure that all CSSC Member/Volunteer Board representatives have demonstrated their ability to add value to the CSSC Board, and that there is consistency in the way all Board appointments are made. 

Board operation

  • The CSSC Board should introduce a new Code of Conduct, and all Board members should sign up to it. The Code of Conduct will be based on the principles outlined in the Cabinet Office Code of Conduct for Board Members of Public Bodies (June 2019). 
  • To prevent potential conflicts of interest, all Board members must relinquish other CSSC roles at the regional, area, club, or other representative level upon appointment to the Board.
  • The Board should introduce standing items to the Board agenda, such as financial reporting and monitoring progress against strategic objectives. These items should include a balanced scorecard or similar approach to ensure a comprehensive assessment of the organisation's performance.
  • The CSSC Board should meet quarterly to ensure that the organisation's performance is regularly monitored and evaluated.
  • CSSC should adopt a Governance Code that provides a clear framework for governance across the organisation, ensuring consistency throughout the CSSC network. Affiliated organisations can mirror the Code to align with CSSC's governance framework.
  • The new Board should review the Committees structure and enhance the links to key areas of the CSSC to ensure effective collaboration and alignment with the organisation's goals. 

Election process

  • CSSC should replace the current electoral system for Board members with a new system, where CSSC members/volunteers can apply or be nominated for Board roles and undergo a selection and interview process conducted by the Appointments Committee. This will ensure that all CSSC Member/Volunteer Board representatives have demonstrated their ability to add value to the CSSC Board, and that there is consistency in the way all Board appointments are made.

Board development

  • The CSSC Board members should undergo an annual evaluation process of their individual performance led by the Chair, accompanied by an annual review of the Board's performance.
  • CSSC should introduce a Board Candidate Programme to prepare prospective Board members from the membership. The training programme will ensure that they have the necessary skills, knowledge, and understanding to operate at Board level. 
  • A new comprehensive Board induction should be introduced, including specific training on the statutory, legal, and fiduciary responsibilities of Board members. 

Consultation Period

We have indicated the key changes which we are proposing. 

The proposals are designed to strengthen our ability to create value for our members, enable a more balanced board with a breadth of view, skills and experience to lead the organisation and establish good standards of governance.

We invite members to join virtual consultation meetings at the following dates/times: 

We encourage you to engage with the consultation, and we welcome any further views on the proposed changes during the period from 16 June 2023 to 14 September 2023. 

We value your comments and feedback and look forward to hearing from you during the consultation meetings.

To support your review of the proposed changes, please see the following appendices: 

If you wish to submit a written question or comment, we welcome all questions and comments on the proposals set out in this consultation document. Please contact us via the official Governance email address by 31 August 2023.