The current rules
allow for a maximum of twenty-one, this is too large by modern standards and
smaller boards are known to be more effective (PwC’s Non-Exec Directors Report
2014). A smaller board
will promote greater efficiency, aid decision-making, encourage increased
ownership, collaboration and accountability amongst Board members.
The new rules will
allow for up to four Directors from the membership/volunteer groups as well as four
independently appointed Directors. We want to ensure
there is a diverse range of views and it is vitally important to maintain
stakeholder representation at Board level. Board members,
whether independent or member/volunteer representatives, will be appointed
based on two key criteria; Firstly, their
ability to contribute to the overall governance and strategic development of
CSSC and their ability to add value in a specific area of expertise and experience. In order to
provide CSSC with high-calibre prospective Board members from within the
membership, a Board Candidate Programme will be introduced. This will provide
access to a new training programme to ensure prospective Board members are
Board ready and develop the skills, knowledge and understanding to operate at
Board Level.
Should a skills
gap be identified, the rules allow up to three additional persons to be
appointed to the Board. This additional
flexibility will help to ensure that the Board can recruit Directors with the required
skills and experience necessary.
No. However, the CEO
will attend Board meetings in an advisory capacity but will not be a voting
member.
Not immediately. It will be for the
newly formed Board to determine what structures need to be put in place and to review
the existing sub-committee structure, to ensure that member and volunteers views
are heard at board level. We envisage the
Volunteer Committee operating as it does now and potentially more direct
representation for Sports & Recreation Bodies (SRB’s) on the Sports &
Leisure Committee.
The President's Role
The President’s
role is already permitted within the CSSC rules. The incumbent will
provide additional capacity at a senior level within CSSC and will focus on
performing ceremonial and ambassadorial duties with an emphasis on key
stakeholder engagement. The role will be
filled in the same manner in which the current Chair is appointed and will help
to retain the historic link to the Civil Service and the Cabinet Office. The President
would be appointed for a term of two years, and a renewable term of two years
to ensure enough time to have an impact in the position.
The CSSC, Cabinet
Office and Civil Service HR work together sharing capacity and capabilities to
deliver wellbeing strategic priorities and develop new ones. The recent Memorandum
of Understanding (MOU) has reinforced and strengthened the strategic
partnership between CSSC and the Civil Service with the vision of mainstreaming
CSSC across all departments.
The Chair Position
This will allow an
independently appointed chair with the capacity, skills, experience to lead the
Board and ensuring the Board is effective in all aspects of its role. This includes; First, setting
the board’s agenda and ensuring board members receive accurate, timely and
clear information. Secondly, undertaking
an annual evaluation of individual and board performance. Then, ensuring
board members update their skills and knowledge. Lastly, ensuring
constructive discussion and challenge with the Executive Team.
Currently, the
Permanent Secretary in the Cabinet Office and/or the Head of the Civil Service
will nominate a suitable candidate for the position of Chair.
A formal
discussion will take place with the Appointments Committee and the Chair
appointed by the Board on the recommendation of the Appointments Committee.
Under the new
process, we propose to make use of an external recruitment agency and / or a
public advertisement for the recruitment process.
Shortlisted candidates
will be selected and appointed by the Appointments Committee based on their knowledge,
skills, experience and capacity to undertake the role. We are consulting with the Cabinet Office about this
proposed change which will bring it in line with the other Board members.
The Appointments
Committee is appointed by the Board and consists
of at least two members of the Board and at least one member of CSSC who is not
a member of the Board.
The appointment, remit
and composition of the Appointments Committee will be reviewed based on the
proposed changes.
The Election Process
The current
process is considered ‘not fit for purpose' for the following reasons; Firstly, It can
lead to a Board that is not balanced, which lacks the appropriate mix of
skills, experience, independence and knowledge necessary to lead a
multi-million pound organisation. Secondly, some
members are able to vote multiple times and others not at all depending on the
positions they hold. Also, the
current process has the tendency to produce Board members who are best connected
and networked but not the most qualified or suitable. Finally, It is proposed
that the current electoral system for Board members will cease.
When a board vacancy arises, whether
independent or member-nominated a role description would be produced and advertised. CSSC members will be invited to apply, self-nominate
or be nominated by another individual or affiliate. They will then undergo a selection and interview process
conducted by the Appointments Committee. This will ensure that all CSSC Member
Board representatives are selected in a consistent manner and have
demonstrated how they can add value to the CSSC Board. Affiliated organisations would decide how
they collectively nominate candidates to be put forward for selection.
The proposed board
composition will consist of four representatives of the CSSC membership. This will ensure
members retain a voice at Board level and that the Board can recruit Directors
with the required skills and experience necessary to ensure that members’ requirements and their interests are safeguarded.
Board Role & Terms
Not as yet. We have recently
conducted a Board Skills audit and so we have a better understanding of the
skills needed to operate based on the current and future strategic needs and
capabilities. It has also
highlighted areas the new Board will need to address in terms of the list of
qualities and experience regarded as essential or important for the Board. This will ensure
that we select and recruit against the right mix of strategic capabilities to
lead CSSC.
The rationale
behind this is to ensure there is an influx of Board members with a fresh
perspective and approach which will occur more frequently. It will enable the
Board to address any skills gaps when necessary. If a Board member
wishes to stand for a position again after serving the maximum term, they will
be entitled to do so after a three-year stand down period.
Currently the
right to remove a board member sits with the voting members. However we propose
for the Board to have this right as in practice it can be difficult to put a
resolution to members if the reason for removal is sensitive or if the board
member needs to be removed swiftly
The three-year stand down rule will only apply to Board roles which
includes the Chair.
Remuneration
is not provided for Board members, and there is no shortage of highly qualified
candidates interested in Board positions.
Many
individuals are motivated by career development and the opportunity to make a
difference in organisations with a purpose, even without financial
compensation.
CSSC Ltd
is a Co-operative and Community Benefit Society, registered with the Financial
Conduct Authority.
There is a requirement for Member-Nominated Directors to be members of CSSC: but there is no requirement for Non-Executive Directors, however we are considering the requirement for the four Non-Executive Directors to become CSSC members upon appointment. This would require changes to the membership provisions in the Rules.
Board members have specific responsibilities, including making decisions that impact the business. Being on the Board makes them accountable for those decisions. The Board role involves certain responsibilities and liabilities, and it’s important for Board members to be embedded in the organisation to be held accountable.
Board Development
The new Board
Induction process has yet to be developed. Newly appointed
Board members will undergo specific training on the statutory, legal and
fiduciary responsibilities. This will include
meetings with key members of the Executive team, an introductory meeting with
the Chair and the formation of an individual development plan to ensure they
have the acquired skills and experience necessary to enable them to fulfil
their potential.
This will be led
by the Chair. It will be
accompanied by an annual review of the Board performance as a whole.
In order to
provide CSSC with high-calibre prospective Board members from within the
membership, it is proposed that a Board Candidate Programme is introduced. Prospective CSSC
Board members from the membership will have access to a new training programme
to ensure they are Board ready and to develop the skills, knowledge and
understanding to operate at Board level. Funding will be
committed for a set number of places available each year and applications
invited with priority access given to under-represented areas of the community. In addition to formal
training, delegates will observe Board/committee meetings, shadow and be mentored
by a current or a past Board member.
The Governance Code & Conflicts of Interest
We plan to broaden
the scope of the Code of Conduct to provide clear guidance on the standards of conduct
and behaviour expected of all Board Directors and in particular around
conflicts of interest. We are proposing
that Board Members do not hold any other or multiple Officer appointments
throughout CSSC. This is to ensure that there is no potential conflict
of interest at Board level, or any perception of conflict amongst stakeholders
or within CSSC subsidiaries and that would include any organisation which
receives funds or support from CSSC directly or indirectly. All board members
will be required to sign up to the new Codes of Conduct. Members will still
be able to get involved in area, regional and national activities such as
organising events etc. as long as this is not an Officer role, involves making
decision about money etc.
Board
members who hold regional and area roles will need to step back from those
positions to avoid potential conflicts of interest and make impartial decisions
at Board level.
Board Diversity
The Board is made up of 44% female 56% male, 5.5% from an ethnic background, with ages ranging from 40-70. In April 2023, we
appointed our first Equality, Diversity and Inclusion (ED&I) non-executive
Director onto the Board. The aim is to increase ED&I representation across
all our governance structures.
CSSC will proactively
recruit board members with the objective of ensuring the Board embraces
diversity in all its forms. Candidates should
be assessed to ensure they offer a broad diversity of skills and experience. In
addition representation of an ethnically diverse background, gender, age and
other characteristics must be at the forefront of Board appointments. The recruitment
process should take into account the cognitive diversity required to enable the
Board to operate effectively; with an evaluation of candidate’s approach being
assessed to ensure they bring a diverse range of perspectives and avoid group
think at Board level. We aim to use
targeted recruitment including the use of specialist agencies to ensure talent
is secured from the widest pool of skills, expertise and diversity.
Stakeholder Consulation
The consultation process
will begin mid-June 2023 and will end in the Autumn 2023.
The proposals for Governance Reform will be publicised on the website. Email communications will be distributed. Virtual meetings will be held with members throughout the consultation period during the day and evenings on various days from July to September.
The proposals for Governance Reform will be publicised on the website. Email
communications will be distributed including a special edition V News and
Regional Newsletter.
Individual letters
will be sent to all volunteers with a known postal address. Virtual meetings will be held with members throughout the consultation period during the day and evenings on various days from July to September.
Yes. The feedback will be collated and published on our website at the end of the consultation period.
Transitional Arrangements
From the
Rules coming into effect, the transitional provisions are to be agreed by the
Board, with a transitional end date of 31 December 2025. We are proposing that the independently
appointed Chair and the President’s role will be introduced at the earliest
opportunity. It would be for the new Chair to develop a Board with the requisite
skills and experience necessary to lead the organisation.
Impact on Area Associations & Regions
There are no planned
changes to the current Area and Regional Committee Structure.
We are confident that the four members/volunteers on the Board will ensure that members and volunteers retain a voice at Board level. The aim is to recruit Member-Nominated Directors with the requisite skills and experience necessary to lead the organisation. Importantly, it is also worth noting that this new process allows regular members, not just volunteers, to join the Board.
Additionally, to recognise the importance of the volunteer community, we propose that the Volunteer Committee becomes a standing committee to provide direct member representation, ensuring members can engage directly with Board representatives of Committees.
Revised Rules & Regulations
Yes.
A resolution will
be presented to voting members in the form of a simple notice setting out the
amendments in a schedule to the notice. The proposed changes will be listed for
voting members to see.
We propose to call
a Special AGM in the Autumn following a period of consultation with all
stakeholder groups.
Yes, we proposed to update the rules and regulations and use clearer
language that is easier to understand.