/Board-Minutes-March-2012

The English-Speaking Union Of the Commonwealth MINUTES of the meeting of the Board of Governors held at Dartmouth House on Tuesday 15th March 2012 at 5.00pm.

Attendees Dame Mary Richardson (Chairman), 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, Charmaine Jayetilleke Sir Peter Jennings, Bob Lintott, Dr Colin Niven, Richard Oldham, Gill Prior, Professor James Raven, Holly Shakespeare, Michael Shankland, Roger Tilbury, Dr Tony Wood In Attendance Professor Steve Hodkinson, Peter Kyle, Sophie Barlow and Andrew Day (ComptonsItem 7d only) 1. Welcomes and Apologies The Chairman welcomed Charmaine Jayetilleke and Bob Lintott to the Board. She informed the Board that Lady Boyd had stepped down as a Governor and expressed her thanks for her contribution to the ESU in that capacity.

Apologies had been received from Lord Paul Boateng, Bilal Mahmood and Colin McCorquodale 2. Declaration of Interests The Chairman thanked all Governors for completing the Declaration of Interests process.

The declaration by Matthew Congreve was noted.

3. Minutes of the meeting held on 17th November 2011 The Minutes were agreed as a true record of the meeting.

4. Matters Arising a) Actum 4: Louisa Hutchinson Complaint Governors considered the correspondence that they, Branches, other individuals and the Charity Commission had received from Louisa Hutchinson in the period prior to the Board meeting and correspondence on behalf of the Board with Louisa Hutchinson and 1

the Charity Commission. After discussion the Board agreed that the Board’s decision of 17th November 2011 that the letter of apology sent to Louisa Hutchinson on 14t October 2011 by the Chairman on behalf of the Board was a fair settlement of the complaint and that the steps taken by the Board since July 2011 had addressed the identified process issues. The Board asked the Secretary to write to Louisa Hutchinson to convey this decision and to inform her that the Board would not respond to further correspond on this matter. That letter should be copied to the Charity Commission and that those ESU members in receipt of correspondence from Louisa Hutchinson should be similarly informed of the Board’s decisions. b) Actum 6a): Complaints Policy The Secretary reported that a further draft of the policy would be brought to the July Board meeting. The delay had been caused by the need to reconcile differing advice on the appeals process. It was agreed that once the revisions had been checked by the ESU’s legal advisors the policy would be passed to the Audit and Risk Committee prior to coming to the Board. c) Actum 7e): Web-site Governors expressed concern over the slow progress being made on the web-site. The establishment of a working party to progress the development was noted and it was agreed that the executive now needed time to make progress. It was agreed to place this as an item on the agenda for the July 2012 Board meeting for a full discussion.

5. Minutes of the meeting held on 24th January 2012 a) Subject to the correction of the date of the meeting the Minutes were agreed as a true record. b) It was noted that provision was in place for electronic communication to Branch Chairmen who did not have e mail access to be passed on via the Branch Treasurer or another Branch Officer. c) It was noted under Actum 5c) that the full review of membership categories and related subscription rates would be completed by the end of 2012.

6. Policies The Board approved the Governors’ Expenses Policy.

7. Director-General’s Report a) Departmental Reports

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The Director-General spoke to his written report which detailed the charitable programmes and included a Branches report prepared by Meriel Talbot and the regional officers, something that he wanted to produce more frequently in the future. He referred to the steps he was taking as Secretary General of the International Council to ensure that all members of the Council were complying with the Council’s agreed procedures.

In response to questions about ‘Speech and Debate’ and ‘Discover Your Voice’ the Director-General said that he had initiated a review of every programme in terms of cost effectiveness and impact so that priorities for the future could be identified. It was not sustainable for programmes to be run unless there were sufficient resources to cover the costs.

It was noted that Branch charitable activities were not included in the report and the Director-General agreed that consideration needed to be given to the creation of a combined programme of activities that was both suitable to different contexts and related to the overall aims of the ESU. The Hon Treasurer expressed his hope that the ‘Great Shakespeare Debate’ and’ Stratford Study Course’ could be retained perhaps by raising more donations locally. The DirectorGeneral said that he shared this hope but that in this difficult financial recovery period being able to cover costs was crucial. b) Hotel Rent Review The Board noted the actions being taken to progress the review. c) Staffing Restructure The Director-General reported on progress in making appointments to positions within the new structure and thanked Governors for their involvement in interview panels. He reported on the appointments made to date and thanked Ron Dellal, Annette Fisher, Martin Molloy, Meriel Talbot and Jo Wedderspoon, all of whom would be leaving the ESU over the next two months for their work for the ESU. Given that this information was now in the public domain Governors were free both to congratulate those staff who had been internally appointed to posts in the new structure and to wish those who were leaving well.

He said that the advertisements for the posts that had not been filled, including the three Director positions, would be advertised as widely as possible via all Branches, Alumni, the web-site, the international network and on-line recruitment sites.

After discussion Governors agreed that if suitable candidates did not come forward at first then interim appointments should be made.

The Chairman congratulated the Director-General on the exemplary process that he had implemented. She reported that whilst no complaints had been received about the

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process, the interviews or the outcomes, she had received two complaints concerning matters that could have affected the process. She informed Governors of the process she was adopting as Chairman to investigate those complaints.

The Board agreed to form a panel of three Governors to hear any appeals that might result from the complaints.

Sophie Barlow was thanked for her work on the staffing restructure and the DirectorGeneral was asked to keep the Board informed of progress. d) Compton’s Resources Study Andrew Day was welcomed to the meeting. He reported briefly on the main conclusions in his very positive report in relation to the ESU’s capacity to realise considerable sums from annual fund-raising, capital fund-raising and the creation of an endowment fund the income from which could only be used for designated purposes provided the ESU was able to make available sufficient resources to support the fund-raising and could recruit a high calibre fund-raising leadership board.

In response to a series of questions from Governors Andrew Day • • •

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Confirmed that contributors to his evidence base had included only a very small rather than comprehensive sample of people outside of the ESU Believed that the fund-raising estimates in the report were realistic provided that investment in fund-raising did take place Confirmed that whilst there were no hard and fast rules investment of between 5% and 15% of the fund-raising target would need to be invested in order to be successful Clarified that since fund-raising is set against an ever changing context then the shelf life of six months of the report’s findings was a reasonable estimate Indicated that in his view if a business plan was prepared and run professionally and with the support and commitment of the ESU then the chances of success were good Confirmed that Comptons has a fund-raising team that could be engaged to do the work Said that the build up to the centenary celebrations was the ideal time to have a campaign.

During discussion Governors made the following points • •

That the current financial situation and the demands on the time of the DirectorGeneral had to be taken into account in any plan That to be successful fund-raising needed to be in the top 3 and not one of 10 priorities, required leadership from the Chairman, an agreed vision for the future,

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• • •

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an act of donor commitment from everyone involved and above all ‘a persistent voice’ That the case for support is critical to success and that the first draft of such a case as expressed in the document would not be the case his Branch would make That identifying the names of potential helpers and donors was needed That there were differences in the levels of difficulty in annual fund-raising as opposed to capital and endowment giving and that any capital appeal would need to be very clearly expressed That the best people to raise money were ESU members and staff themselves That the biggest risk would be lack of ambition and that ESU should either go for it or not at all.

Andrew Day was thanked for his report and left the meeting.

It was agreed to refer the report to the Chairman’s Committee for report back to the July 2012 Board meeting.

8. NCEW a) The notes of the meeting held on 17th November 2011 were received. b) The Board noted that the Branches Conference would probably be held on Saturday 20th October 2012 but that Friday 19th would also be retained until arrangements could be confirmed. c) Richard Oldham reported that the report on the future of the NCEW would be presented to the July 2012 Board meeting and that the draft that had been circulated to all Branches and discussed at the NCEW meeting earlier in the day had been well received.

It was suggested that the draft paper lacked a rationale for the proposals but in general those governors who had seen the draft felt that good progress had been made.

It was agreed that the final paper together with a procedure for implementation of the recommendations would be brought to the July Board.

9. Finance a) The Notes of the Finance and Investment Committee meeting held on 13th February 2012 were noted. In response to a question concerning the proposed reduced % allocation of subscription income to Branches the Hon Treasurer said that the purpose was to maintain the sums transferred at current levels and agreed to ensure that this was achieved. b) The Management Accounts for the period up to 31st January 2012 were received. The Honorary Treasurer asked Governors to note that the projected outturn was worse than in the previous report because of the need to match received donations from outside bodies

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to the year in which the actual expenditure would occur. He described the financial situation as better than in the previous year but that there was still an operational loss. c) The Budget for the financial year 2012-13 was accepted by the Board, together with the assumptions that had been built into it concerning the hotel rent review, buildings repairs. It was also recognised that no provision had as yet been made to meet the Board’s condition that reserves drawn down to offset deficits should be replenished. It was noted in discussion that a high proportion of the planned expenditure was supported by income from rents and the risks associated with this and were currently being looked at by the Audit and Risk Committee.

The Hon Treasurer thanked Jon Dye, Peter Kyle and Ron Dellal for all their work on the financial and budgeting process.

10. Dartmouth House Ltd The minutes of the Executive meeting held on 1st March 2012 were received for information.

11. Reports from Committees and Working Groups a) The Notes of the meeting of the Chairman’s Committee held on 1st March 2012 were noted. Under Actum 5a) it was agreed that a presentation on branding would be brought to the Board after discussion by the Chairman’s Committee. b) Jon Dye gave a brief oral report on the work of the Charitable Activities Committee that had met earlier in the day. He reported that the plethora of sub-committees would be reduced to three in number- Speech and Debate, Education and the English Language Council- each with terms of reference. He said that the Committee would work with the incoming Director of Charitable Activities when appointed to produce a strategic charitable plan and emphasised that the emphasis should be on doing fewer things better with greater charitable outcomes.

The Board agreed with the proposal that Ripon College, Cuddesdon, Oxford be invited to handle the administration of the clergy US travel scholarship. The fund for this purpose would continue to be held by the ESU. c) The Notes of the meeting of the Audit and Risk Committee held on 20th February 2012 were noted. The Committee Chairman, Rod Chamberlain, thanked committee colleagues and Sara Brown who had volunteered to minute the meetings for all their help. He stated that all the actions identified in the notes were being implemented and that he had noted the additional risk related to the charitable plan. d) The Notes of the meeting of the Nominations committee held on 21st February 2012 were noted. The Committee Chairman, Sir Peter Jennings, proposed an amendment to the

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committee’s terms of reference concerning nominations for the award of the Churchill Medal. The proposed amendment was approved by the Board. e) John Cartwright reported on the Young ESU Working Group’s discussions to date.

The group considered that membership could be increased by inviting all schools, colleges and universities to become partner members. He pointed out that of the c4800 Alumni only some 6.5% were members less than 200 paid subscriptions. The group was considering how to widen Alumni status, for example, by offering it to everyone who takes part in a debate. There also appeared to be considerable potential for expanding the Facebook debate topic of the week on a global scale. He concluded by saying that his group would report fully to the July Board.

The Hon Treasurer suggested that those receiving branch scholarships should be offered Alumnus status. f) Steve Hodkinson reported that the Royal Charter Review Group would present its report to the July Board and, subject to the Board’s approval, would then circulate to branches for comment and hold a consultation briefing as part of the October 2012 Branches Conference.

12. Chairman’s Items a) Diamond Jubilee Club The Board unanimously approved the Chairman’s proposal for the creation of the Club as a way of marking those ESU members who had served the ESU for 60 years. b) CRB Checks The Board agreed in principle that extending CRB checks to Governors as part of due diligence was a good thing to do. The Chairman agreed to explore the practicalities of this and any implications for Branches in their work and to report back to the Board. c) Board Elections 2012 Steve Hodkinson referred Governors to Minute 8 of the Chairman’s Committee held on 1st March 2012. He reported on the Committee’s discussion of a strategy to cover elections due prior to the implementation of any agreed changes to the Royal Charter and Bye-Laws in November 2014. He explained the Review Group’s thinking on the composition of the Board, terms and periods of office and fixed three yearly membership ballots and an end to rotation of governors on an annual basis. He pointed out that the membership had just elected 20 new Governors, some of whom would have to stand for rotation either in 2012 or in 2013 and in 2014. A firm decision on the process needed to be agreed by the Board in July so that arrangements for 2012 elections could be put in hand.

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The Chairman’s Committee had agreed that for the period up to the 2014 changes it would recommend to the Board that it should • •

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Leave any casual vacancies unfilled.

Nominate for re-election those Governors required to stand down under the rotation requirement and encourage those voting in the elections to re-elect those nominated so that they can complete their periods of office. In making this recommendation the Committee was most concerned to try to ensure that those 20 Governors who had been elected by a postal ballot of the ESU Membership should be allowed to complete at least one three year term of office (2011-2014).

Make no other nominations for election as a Governor.

ESU Members would, of course, be free to nominate candidates for election but the Committee hoped that ESU members, having chosen 20 Governors in a postal ballot, would wish to give them the opportunity of a three year term of office.

For her part the ESU Chairman had indicated that, subject to the above being agreeable to the Board, elections in 2012 and 2013 would be held at the AGM since over those two years those coming up for election as a consequence of rotation would largely be those who had been elected by a full postal ballot of ESU Members.

It was agreed that the proposals would be discussed at the July meeting after consideration of the report from the Royal charter Working Group. d) Committee Dates The planned meetings of committees were noted.

Secretary’s Note: An additional Audit and Risk Committee will be held on2nd July 2012 13. Date and time of future meetings 19th July at 5.00pm 15th November at 5.00pm following the AGM to be held at 3.30pm

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