DRAFT THE ENGLISH-SPEAKING UNION OF THE COMMONWEALTH MINUTES of the meeting of the Board of Governors held at Dartmouth House on Thursday 29 September 2011 at 5.00pm.
Attendees Dame Mary Richardson (Chairman), Lord Paul Boateng, Lady Boyd, Saroj Chakravarty, Rod Chamberlain, Jon Dye, Alex Finnis, Bilal Mahmood, Derek Morgan, Richard Oldham, Sir Peter Jennings, Gill Prior, Holly Shakespeare, Roger Tilbury
In Attendance Professor Steve Hodkinson (Secretary), Peter Kyle (Director-General), Chris Margaritis.
1. Welcomes and Apologies The Chairman welcomed new members to the Board. Apologies had been received from Alan Cox, Jenni Hibbert, Colin McCorquodale and Lord Alan Watson.
2. Declaration of Interests none were declared. The Secretary reminded Governors that completion of a Declaration of Interests form annually is a requirement.
3. Minutes of the meeting held on 21 July 2011 The Chairman signed the Minutes of the meeting as a true record.
4. Matters Arising Actum 5 dii p.2 The Board reaffirmed its policy that legacy income should not be used without the specific agreement of the Board. Actum 10 p.4 The Chairman reminded members that she had asked if they would hold members’ clinics in their local branches and to liaise with Branch Chairmen on this. Given that London is disproportionately represented on the Board it was agreed that Governors could be allocated to another branch for this purpose in liaison with the Director-General.
5. Co-option of David Cheeseman as a Governor: The Chairman proposed that David Cheeseman be appointed to fill one of the three places for Co-opted Governors. David’s appointment would provide much needed expertise in catering, customer service, human resources and a wide range of other business expertise. He had already given significantly of his time to assist in a review of catering arrangements. His co-option was unanimously agreed.
6. Committee Structure, membership and terms of reference a) Subject to some minor alterations to wording the Board approved the new committee structure, Committee chairmen and membership and terms of reference. In agreeing the Board recognised that there would be a revision of membership in the new year as a consequence of elections to the Board and that each Committee would carry out a review of its terms of reference after one year. It was noted and agreed that the notes of meetings of committees would be brought to the Board with matters for Board discussion/decision highlighted in a report. b) It was agreed to add Gill Prior to membership of the Charitable Activities Committee and to invite Sarah Brewer of HSBC to serve as an external member of the Nominations Committee.
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c) Chairman’s Committee was authorised to take any necessary action in the event of an emergency. d) In response to a question about Executive actions requiring Board approval the Director-General reported that he had instituted fortnightly Senior Team meetings and that with this and the Chairman’s Committee he was confident that matters for the Board would be handled effectively. e) It was agreed that a template for a revised NCEW constitution would be brought to the Chairman’s Committee.
7. Director-General’s Report a) The Director-General reported on progress with regard to the damage to the long drawing room. Repairs were due to start shortly and to take some 7-10 days. Formal approval had been received for the basic repairs but a settlement in relation to lost business was pending and it was unlikely that additional costs such as decorating and re-hanging curtains and chandeliers would be met. The marquee in the mews courtyard had been a great success in saving business and he was investigating ways in which a marquee might become a more permanent feature. The Board agreed on the desirability of redecoration in the rooms affected whilst there was the opportunity. b) The Director-General reported that the Chesterfield Hotel rent review process was underway and that he hoped that agreement could be reached prior to the close of the financial year. c) Progress was being made in estimating the overall costs of services to members. To date the estimate stood at just over £86 far above the average subscription of some £24. Being in a position to have an accurate picture of the costs was vital in relation to gift aid and VAT issues. Advice in relation to the latter was being sought but was at an early stage. Members noted that problems that had arisen for Branches with the new database had been sorted out. The Chairman asked members to inform her of any problems that do arise. d) The Director-General reported that a number of staff had already left and that two additional and important members of staff would also be leaving soon. He was currently conducting an analysis of ESU’s functional needs and would report to the Board on this at a later date. e) The review of catering provision was remitted to the Dartmouth House Ltd Executive Committee for action and Directors of the ESU’s trading company were asked to take into account the service to ESU members as well as the return on any contract that was let. f) The Director-General referred to a range of potential partner organisations for various ESU activities. He reported on a very successful FCO funded visit to Jordan by the Speech and Debate team which had been extended into Egypt and Tunisia and had involved both the British Council and UNICEF. g) The Director-General announced the welcome news that HSBC would donate £50,000 per annum for three years for the International Public Speaking Competition. He was also exploring with HSBC additional support for a programme to mark the Jubilee celebrations.
8. Branches’ Conference and NCEW a) Richard Oldham reported that 65 people had signed up for the Branches’ Conference to take place 1416 October, but that places were still available. He described the programme which included entertainment from the former royal harpist, a visit to Colin McCorquodale’s family house, a literary speaker, and the launch of the book on the History of the ESU. The Chairman said that it was important to look to the future of the Branches’ Conference and ideas of holding it together with the Churchill Lecture and an Awards’ Dinner were being considered to add value to the occasion. Different ideas were welcomed. In September 2012 the World Members’ Conference would be held in Istanbul and that would give time to plan a very different type of Branch event in 2013. b) With regard to NCEW many suggestions were being received about its future. The Board was reminded that a primary and very clear purpose of the NCEW is to represent and vote on behalf of
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England and Wales on the ESU International Council. Its status is therefore that of the National Committee for England and Wales under the Royal Charter and not a Governors’ Committee. An NCEW working party had been established to review its constitution and terms of reference and would report to the March 2012 Board meeting.
9. Finance a) In the absence of the Hon Treasurer Jon Dye presented the Annual Report and Accounts for approval. He thanked Rod Chamberlain for the considerable work he had undertaken to draw the report together in collaboration with staff and officers. He reported that the Auditor was content to sign a copy of the accounts subject to any final amendments. He referred in particular to the valuation of benefits in kind that had been included in the accounts for the first time. This represented the value of the generosity of Branches, individual members and partners to the charitable work of ESU. Jon Dye proposed and Derek Morgan seconded the proposal that the Chairman be authorised to sign the amended version of the Annual report and Accounts. The resolution was passed unanimously. b) Jon Dye then spoke to the Management accounts for the period to end August 2011. The 12 months forecast indicated that there would be a deficit at the end of the financial, the size of which would be largely determined by the completion of the rent review during this financial year. Other factors such as the anticipated income from donations had yet to be counted in but the underlying structural deficit had to be tackled. He reported that the task of getting accurate financial information had been the biggest challenge and that would continue to be so for some time ahead. During discussion Governors identified the need to ensure that • • • •
proper provision is made to tackle the backlog of repairs and renovations to Dartmouth House including disability access staffing provision meets the needs of the organisation a cash forecast is available to supplement current financial information there is a well-founded fund-raising campaign.
The Board agreed that a further draw down from reserves could be made within the authorised limit set by the Board in July 2011. c) Governors expressed their wish to help with fund-raising and emphasised the need to engage with people with networks capable of helping ESU to move forward. The Chairman said that in this context it was important to move ahead speedily to appoint Vice and Deputy Presidents, to give temporary honorary membership to people prepared to help ESU and to appoint Counsellors through the Nominations Committee. The Director-General was asked to establish a set of principles to underpin fund-raising so that there was certainty behind its purpose. It was agreed that a half day brainstorming session on fund-raising would be arranged for Governors who wished to do so to make an input.
10. Role descriptions The role descriptions for Chairman and Honorary Treasurer were agreed.
11. AGM preparation a) The tabled AGM Agenda was noted. b) The Chairman reported that she intended to call for a postal ballot at the AGM and that preparation for that were being put in hand by the Secretary. In response to a question about the necessity to elect 20 Governors, Dame Mary said that the Royal Charter required that there be 27 elected Governors and the number of vacancies reflected that requirement.
12. Dartmouth House Ltd The Board noted the appointments made to the Executive Committee of Dartmouth House Ltd.
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13. Reports from Committees The Minutes of the Chairman’s committee held on 15 September were noted.
14. Chairman’s Items The Chairman spoke to her paper that listed all the positive actions taken over the previous months. She referred in particular to the need to distil the Aims and Objects of the ESU as written in the Royal Charter into a mission statement that would be recognised and used throughout the ESU at home and internationally. Members welcomed an approach that aimed to unify ESU worldwide under a single mission but did not underestimate the nature of that task. The Chairman asked the Secretary to speak to his report into the ongoing complaint by Louisa Hutchinson. He reported that after an examination of all the documents relating to the complaint and a meeting with Louisa Hutchinson, he had concluded that the Board should offer its regrets for delays in the handling of the complaint, for shortcomings in relation to some of the procedures adopted and for not responding to questions about governance issues she had raised. He advised the Board that the Chairman should write on its behalf a letter of apology. The letter should also include the measures that have or are being taken to ensure that future complaints would be speedily and effectively dealt with and an offer to meet with Louisa Hutchinson in order to achieve a full resolution of the complaint. The Board unanimously accepted the content of the report and endorsed the proposed procedure for resolving the complaint. 15. Date of next meeting: Thursday 17 November 2011 at 5.00pm followed by the AGM at 6.30pm
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