Board Composition

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.