NCB’s new governance structure
Background
At NCB’s AGM in November 2008,
members agreed in principle to the Board of Management’s proposal
for restructuring the organisation’s governance. The proposals
provided for a smaller, more focussed Board of Trustees
complemented and advised by a larger Membership Forum. The
Forum would be drawn from NCB’s members, councils, fora and
networks. Endorsing the proposal, the 2008 AGM agreed that
the planned new structure would improve the governance of NCB and
facilitate a stronger member engagement with NCB. At the 2009
AGM, members formally approved the new structure, together with
NCB's new constitution.
Below is a brief outline of the new Board and Membership Forum,
the representatives on both bodies to be drawn substantially from
the membership. The full text of the proposals, as endorsed
by the 2008 AGM and approved at the 2009 AGM, can be viewed on this
website via the link at the end of this paper. The material
on the site includes outline terms of reference for the Board of
Trustees and the Membership Forum, the proposed composition of both
bodies, and the planned implementation timetable.
Board of Trustees
The Board of Trustees will comprise the following 13 –14
members:
- 3 x honorary officers, appointed by the full
membership
- 2 x young Board members, appointed by Young NCB
- 5 x Board members drawn from NCB’s Membership Forum and
appointed by the Selection Committee
- 3-4 co-options appointed by the Selection Committee
The Board will be responsible for all governance issues and will
include trustees selected from among self-nominated Forum members
and some co-options, the latter (possibly also drawn from the
Forum) intended to address identified gaps in trustee skills or
experience. Board members will be selected according to an
agreed set of governance criteria, skills and experience, and not
according to membership categories. All Forum members who
meet those criteria will be entitled to put themselves forward for
selection.
All Board members will be drawn from the Forum, except the
honorary officers and the co-opted trustees (who might but need not
be Forum members), and all will serve an initial three-year
term. The two young Board representatives will not be
trustees, but will have rights and safeguards similar to those they
were accorded in NCB’s previous constitution. Existing
trustees whave been "passported" initially to the new structure to
ensure continuity.
The Board will have seven meetings a year, to include the
trustee awayday and AGM. The Chair and the Vice Chair will be
expected to attend meetings of the Board and either or both will
attend Forum meetings. All other Board members will also be
encouraged to attend Forum meetings.
Membership Forum
The Membership Forum will consist of 50-55 members drawn from NCB
members, fora, councils, networks and partners, and from Young
NCB. The Forum will function as an advisory body to NCB and
to its Board of trustees. The primary focus of the Forum will
be to strengthen member engagement with NCB, to provide a link
between trustees and the wider membership, and to advise the Board
on policy development and strategic direction. To facilitate
meaningful discussion at Forum meetings, there will be an enhanced
level of input to the meetings by a range of NCB staff, and Forum
members will additionally be encouraged to participate in online
and other forms of communication. The Board of Trustees will
have a specific duty, although not a legal requirement, to take
account of the Forum’s recommendations and to incorporate them in
its governance of NCB.
Forum members will be either elected or appointed to the Forum
in a way similar to that which formerly operated for Board
members. As with the Board of trustees, Forum member terms of
office will be three years, with existing trustees passported
across initially to ensure continuity. The Forum will be
responsible for appointing its own Chair and may choose to have a
young member as co-chair.
Selection of Board of Trustees
Trustees
drawn from the Membership Forum will be appointed by a standing
committee comprising the Chair and one other member of the Board of
Trustees, together with the Chair and two other members of the
Membership Forum. The Selection Committee will additionally have
oversight of the election of the honorary officers and the
appointment of young Board representatives.
As instructed by the Selection Committee, the Company Secretary
will be responsible for identifying forthcoming vacancies on the
Board and for drawing up and circulating the relevant criteria in
advance to the Membership Forum, full membership or Young NCB, as
appropriate. Members of the Membership Forum will be invited
to self nominate and the Selection Committee will make appointments
to the Board based on the extent to which nominees meet the
advertised criteria. The co-option vacancies will also be
appointed by the Selection Committee, from among the Membership
Forum or from outside it, at the discretion of the Selection
Committee and depending on the Committee’s assessment of any
current gaps in trustee skills and experience. Trustees drawn
from the Membership Forum will be replaced on the Forum. The
Forum will meet up to three times a year, including the AGM.
Election/appointment of Forum members
The
Company Secretary will be responsible for identifying forthcoming
Forum vacancies and for informing the relevant appointing body or
issuing a call for nominations to the relevant membership
constituency, and for holding any subsequent ballots which might be
required.
Next steps
NCB has issued a call for
nominations to the various vacancies on the Membership Forum.
The first meeting of the Forum, an induction event, will take place
at NCB's Wakley Street offices on Thursday 25 February 2010.
See further detail of the proposals [PDF
84KB], as approved by members at the AGM.