/Board-Minutes-January-2012

The English-Speaking Union Of the Commonwealth MINUTES of the additional meeting of the Board of Governors held at Dartmouth House on Tuesday 24th January 2011 at 3.00pm.

Attendees Dame Mary Richardson (Chairman), Lord Paul Boateng, Sara Brown, Dr Laurie Burbridge, Ann Carley, John Cartwright, Pauline Chakmakjian, Saroj Chakravarty, Rod Chamberlain, David Cheeseman, Matthew Congreve, Roger Cornwell, Alan Cox, Leslie Dubow, Jon Dye, Sir Michael Graydon, Sir Peter Jennings, Bilal Mahmood, Colin McCorquodale, Dr Colin Niven, Richard Oldham, Gill Prior, Professor James Raven, Holly Shakespeare, Michael Shankland, Roger Tilbury, Dr Tony Wood In Attendance Professor Steve Hodkinson (Secretary), Peter Kyle (Director General), Chris Margaritis.

1. Welcomes and Apologies The Chairman welcomed all new Governors to the Board.

Apologies had been received from Lady Boyd, Charmaine Jayetilleke, Bob Lintott and Derek Morgan 2. Declaration of Interests The declaration by Matthew Congreve was noted.

3. Minutes of the meeting held on 17th November 2011 It was noted that these would be taken at the normally scheduled meeting to be held on 15th March 2012.

4. List of Board Members The new composition of the Board was noted. The Chairman confirmed that at the 2012 AGM three Governors would retire under the six year rule and that rotation of Governors would apply under Bye-Laws 49-51.

5. Finance 1

a) Management Accounts to December 2011 and forecast for year ending 31st March 2012 The Hon Treasurer spoke to the management accounts and to the year end forecast. He emphasised the efforts being made to improve ESU’s finances and explained the main factors at play: • • • • • •

The welcome healthy upturn in income from trading in Dartmouth House as compared with the previous year The ongoing uncertainty over the timing and financial outcome of the rent review with the Red Carnation Group The insurance settlement in relation to the damage to the Long Drawing Room The moves to reduce the costs of staffing at Dartmouth House through a staffing restructure, although the outcomes from this were as yet not finalised The reduction in printing and stationery costs by not printing Dialogue and making greater use of e mail An increase in allowances for depreciation as a result of the capitalising of the database and web-site investment over a four year period

Whilst the projected year end outcome appeared to be more favourable than for the previous financial year, the Hon Officers and the Director-General cautioned that 3 months remained in the current financial year, that assumptions were being made about being able to accrue any uplift in the rental income from the hotel, that the final financial outcome of the staffing restructure was as yet unknown and that the figures did not include the kind of provision necessary for the upkeep of Dartmouth House. They emphasised that the financial situation remained serious.

The Chairman raised the issue of indemnity cover for Governors and staff. The current cover was considered to be inadequate, although it was recognised that arriving at a figure that would cover any eventuality was extremely difficult. The Board agreed that arrangements should be put in hand to increase to a sum comparable with organisations of a similar size to the ESU. b) Draft Budget for 1st April 2012 to 31st March 2013 The Hon Treasurer presented the Budget Draft indicating that further work needed to be done on this by the Finance and Investment Committee at its February meeting before the next scheduled meeting of the Board. Jon Dye reported on the process adopted, indicating that this had been the first time that such an in-depth examination of all areas of expenditure had taken place and that the team was on a learning curve in this respect. The Director-General was now holding senior staff meetings with staff engaging on financial matters affecting their areas, a move that all had broadly welcomed. Staff were now planning events on a full cost basis and considering ways in which any projected shortfalls against those costs could be bridged. The need to relate all programmes directly to the ESU’s charitable purposes was emphasised.

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The Board accepted the draft budget, recognising that at the present time some of the financial variables referred to in the discussion of the management accounts and affecting the draft budget could not be predicted with any certainty or were not as yet included (e.g. the costs of refurbishing areas of Dartmouth House). The draft did, however, represent a firmer basis on which to plan for the next year than had been available for the current financial year. In a wide-ranging discussion the Board recognised the need for a fund-raising programme to which Governors could contribute, supported the DirectorGeneral’s initiatives to reduce expenditure on printed material by a more creative use of e mail and web technology, and thanked David Cheeseman and the Director-General for the work they had carried out to improve the financial return from the existing catering contract.

It was agreed that branding and print design would be considered at a future meeting of the Board.

The Board expressed its thanks to the Hon Officers and the Director-General for the progress made. c) Membership Subscription Rates from 1st April 2012 The Board considered in detail the membership subscription rates to be charged from 1st April 2012. Among factors considered were • •

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The fact that subscriptions had not been increased for 10 years and their value to the ESU had eroded over that time by approximately 30% The strict Charity Commission and HMRC rules that apply when the costs of membership services exceeds the value of the subscription as is now the case with the ESU The fact that one third of subscription income is returned to ESU Branches The question of a phased increase in subscriptions The possibility of having a reduced subscription rate for members receiving information and notices only by e communication, although it was recognised that such a move could impact on both VAT and Gift Aid benefits currently being received The possible impact on ESU membership numbers of increased subscription rates The need to plan for the future by having a comprehensive look at membership categories and a more creative approach to future changes in rates of subscription, including consideration of the benefits accruing to London Branch members in particular from the location of Dartmouth House.

It was then proposed and unanimously agreed that •

All subscription rates would be increased from 1st April 2012 to reflect the erosion in their value since the last subscription increase

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A strategy for future membership categories and subscription rates would be prepared and brought to the Board for agreement prior to the start of the 2013/14 financial year.

The Chairman would communicate with all Branch Chairmen and the membership at large fully to explain the Board’s decision.

6. Chairman’s Items a) Immediate Tasks for the Board and the Director-General The Chairman spoke to the paper setting out the immediate priorities for the ESU. After discussion the following strategic tasks and responsibilities were agreed The development of a new strap line to accompany a slightly abridged version of the ESU’s aims as set out in the Royal Charter. The new strap line should recognise that ESU is concerned with ‘peoples’ (as opposed to ‘nations’), is ‘global’ in character and operation, and builds relationships though a shared language. Any proposed strap line should be tested out with stakeholders prior to implementation • That the Royal Charter and Bye-Laws Working Group should work to an implementation date of November 2014 in order to ensure that a full consultation with the membership can be undertaken and sufficient time allowed for Privy Council approval • That the Board seeks to ensure that the ESU is effectively managed and governed, and that there are clearly understood roles for all ESU members and Governors • That all Branches should meet the requirements of effective governance including those regarding sustainability through succession planning and training • That the future of the NCEW should be agreed without delay, in consultation with NCEW and others.

• That the Board and the ESU membership at large should seek to ensure that within 5 years the ESU is solvent and prosperous, with a diverse and growing membership including an increasing number of younger members, and a cost effective and fit for purpose staffing structure.

• That in the same timescale the ESU should be the recognised leader in the use of English, a truly global charity with a global signature programme and working together to common objectives.

• That all charitable activities will be related specifically to the ESU's objects, be fundable and reach both the current and a wider group of beneficiaries, and be supported throughout the Branch network.

• That a phased rationalisation and renovation of the Mews House and Dartmouth House be undertaken in order to overcome past neglect and to make best use of our assets through catering, events and lettings. The strategy should include a review of the use of the whole space in the Mews House to achieve staff office accommodation, a possible Club room for Young ESU, and an income stream from lettings and rents. Key issues for consideration are disabled access and the use of the courtyard.

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6b) Committee Membership The Board agreed the paper on Committee Membership and welcomed the formation of a ‘Young ESU’ Working Group to be chaired by John Cartwright.

7. Any other business The Chairman asked that in view of the size of the Board of Governors, Governors should notify the Secretary with any items and supporting papers in advance of Board meetings.

8. Dates of Future Meetings Meeting dates were confirmed as 15th March and 19th July commencing at 5.00pm.

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