The English-Speaking Union Of the Commonwealth MINUTES of the meeting of the Board of Governors held at Dartmouth House on Thursday, 19th July 2012 at 4:00pm. Present: Dame Mary Richardson (Chairman), Lord Boateng, Ann Carley, John Cartwright, Saroj Chakravarty, Rod Chamberlain, Matthew Congreve, Roger Cornwell, Alan Cox, Jon Dye, Charmaine Jayetilleke , Sir Peter Jennings, Bob Lintott, Colin McCorquodale, Derek Morgan, 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 (Director-General), Sophie Barlow, Steve Orme, Steve Roberts, Jacqueline Finch (Minutes)
1. Welcome and Apologies The Chairman welcomed Marina, an intern invited to the meeting by Lord Boateng. Apologies had been received from Sara Brown, Dr Laurie Burbridge, Pauline Chakmakjian, David Cheeseman, Leslie Dubow, Sir Michael Graydon, Bilal Mahmood 2. Declaration of Interests The declaration by Matthew Congreve was noted 3. Minutes of the meeting held on Thursday, 15th March 2012 The minutes were agreed and approved by the Board subject to the inclusion of Derek Morgan in the list of attendees. 4. Matters arising The Chairman expressed that she was enjoying meeting the Diamond Jubilee Club members who were proving to be stunning people doing huge things. She said that she would like to meet as many members as possible. 5. Policies for Approval a) Complaints Policy Subject to minor changes the revised Policy and Procedure for Complaints was unanimously approved. 1 Â Â
It was agreed that a procedure for members of staff with complaints about ESU members should be included in the Staff Handbook and that a complaints policy and procedure for Branch use be developed. 6. Churchill Medal of Honour a) Recommendation from the Nominations Committee The Board approved with acclamation the recommendation from the Nominations Committee that Mary Weston be awarded the Churchill medal for her services to the ESU. 7. ESU Future Strategy The Chairman reported that good progress was being made in the preparation of a Strategic Plan and that the Governors’ afternoon discussion of progress made to date had been very useful. The Director-General endorsed this both on the governance and operational sides. A complete draft would be available in time for the Branches Conference and a further draft for the Board in November 2012. Lord Boateng said that Georgia presented a massive opportunity but had to be handled carefully. Colin McCorquodale also counselled caution. 8. Director-General’s Report a) Information Technology Review The Director-General said that he was grateful to Anthony Harris for the expert work he had done on the report. The report concluded that some of the promises made on what would be available could never have been delivered. However, the underlying infrastructure is fit for purpose and, with modest investment over 2 to 3 years, can be moved forward in a manageable way. Feedback from members of the working party was very positive. During discussion Governors complimented Anthony Harris on an excellent report and concurred with his conclusions. The following points emerged •
That Branches wanted to put their material (articles, photos, programmes) onto the site and to use the web pages as a marketing tool and information base for ESU members.
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That there had a been a huge step forward in the accuracy of monthly membership lists although the e mail addresses did need to be brought up to date. It was suggested that Dartmouth House staff should work through Branches on this, asking Branches to sort out e mail listings for their Branch. One copy of circulars could then be sent to branches for them to circulate via e mail to ESU members.
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That a ‘dummy site’ was being established to test out changes.
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That the costings for the essential next steps had been verified and that the sums were included in the budget.
The Board approved the recommended next steps and associated expenditures.
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b) Organisational update The Board noted the latest version of the Organisational Chart. c) World Members Conference The Board noted the Conference Programme. The Director-General commented that the programme for the conference was good and interesting and he hoped that members would be encouraged to attend. During discussion it was confirmed that the host ESU (in this case Turkey) was responsible for the finances of the Conference, including any losses. d) Compton Fundraising Campaign Management Services Proposal The Director-General reported on a proposal from Compton to carry out the next phase of the fund-raising plan. However, he recommended to the Board that no further action should be taken until the newly appointed Director of Business Development, who has a background in fund-raising, takes up post in early October and his expertise in the field can be utilised. During discussion the Hon Treasurer indicated that the costs of fund-raising had not been included in the budget for 2012-2013. It was also suggested that the preparation of the essential ‘case for support’ might be separated from the wider proposals so that some progress might be made. The Board accepted the Director-General’s recommendation and looked forward to a report at its November 2012 meeting. Lord Boateng referred to the need for all Governors to be involved in fund-raising and proposed that the Director of Business Development should establish with each Board member what they could offer in terms of time and networks. The Director-General welcomed this suggestion but emphasised the need for the new Director to have time to establish himself within the working environment first. e) ESU and University of Westminster in Georgia The Director-General reported on a visit he had made to Georgia with the University of Westminster at the invitation of ESU Georgia. He referred to the naming of English as opposed to Russian as the second language in Georgia and to the proficiency in English requirements for higher degree work. He stated that in his view this marked a tremendous opportunity for the ESU to be involved in a major development with the potential for expansion to other areas. In a wide-ranging discussion Governors •
Saw this as a potential trailblazer for work with universities
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Welcomed the idea of working with an ‘innovative’ government
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Cautioned that careful attention would need to be given to the politics of this part of Europe 3
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Confirmed that the ESU was working in Rumania and considering other potential work in Japan, Malaysia and parts of Asia
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Confirmed that funding would be sought within Georgia by ESU Georgia and through international agencies.
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Suggested that information on where Governors are travelling should be sought in order to see how they might be helpful when abroad.
Governors then referred the project to the Chairman’s Committee for detailed follow-up. f) 39 Charles Street The Director-General reported that work would shortly commence on the above adjoining property including work to provide below ground level provision. In order to protect the ESU’s position he had appointed a party wall surveyor to advise the ESU. g) Charitable Activities The paper prepared by Steve Roberts was noted. Steve Roberts thanked Lord Boateng for his offer to host the Awards event at the House of Lords and in response to a question he confirmed the ESU’s commitment to persuasive speech. h) Business Development and HR The paper prepared by Sophie Barlow was noted. In response to a question about whether the alumni reunions were just for alumni or also open to Governors Sophie Barlow replied that the reunions were open to Governors, although Governor attendance would need to be carefully managed in terms of numbers and that she would let Governors know to which events they were invited. It was agreed that one of the reunions should be put back to a later date in order to avoid a clash of dates. The Board noted the draft appraisal and staff handbook documents and recognised that this was work in progress. It was agreed that the plans should be developed to a realistic timetable, considered in detail by a committee and then brought to the Board. 9. NCEW a) Notes of the meeting held on 15 March 2012 The notes of the meeting held on 15 March 2012 were noted. b) NCEW Review Report Richard Oldham presented the report from the NCEW on its future. The six recommendations included the closure of the NCEW and its replacement by a Members Committee for England and Wales with a clear remit and a representative membership. He reported that NCEW had met before the Board meeting and had agreed an implementation plan that would see the new committee in place by November 2012.
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During discussion some Governors were very supportive of the progress made to create a functional membership committee but others questioned the need for and viability of such a committee. Given the divergence of views, the Chairman proposed, and the Board agreed, that the recommendation from the NCEW Review Report should be referred back to NCEW and put forward at the Branches conference to ascertain what members want. Once that has been established, it should be brought back to the Board so that Governors can accept/approve the decision made by members. c) Branches Conference The conference is taking place on 19th October and a provisional programme was in place which included consideration of the Royal Charter Report, Director’s reports, a presentation of the Development Plan, and with provision for a Branch Chairmen session on the morning of the 20th. On this occasion it was also proposed to have the Churchill Lecture at the evening dinner. A wide-ranging discussion followed on the process for selecting a Churchill lecturer and the award of the Churchill Medal. The Board was reminded that normally the person chosen to give the lecture would be someone who represents a summation of a career or major achievement that sets the individual apart from mainstream. The Churchill Lecture also presented an opportunity to raise the profile of the ESU, to raise money and to give a sense of respect of the ESU’s activities. The Director-General recognised this but said that a proper process had been followed and there is a need to engage with new communities, to attract new audiences and to foster youth involvement with the ESU. The Board accepted this argument and agreed with the Director-General that on this occasion, the lecture should be called the ‘Churchill Youth Lecture’ to be given by Luke Lancaster, an exceptional young man whose talents had earned him global recognition. The Churchill Medal would, as agreed, be awarded to Mary Weston. 10. Finance a) Minutes of the Finance and Investment Committee held on 19th June 2012 The Minutes were noted by the Board. The Hon Treasurer reported that the committee would be reviewing membership categories and associated subscription charges and would make recommendations to the November Board meeting. He also reported that the committee was seeking to resolve the process for making payments back to Branches. b) Finance & Operations update up to 30 June 2012 (incl Management Accounts) The Financial Performance Overview paper prepared by Steve Orme was noted. He reported on the year on year improvement in the finances of the ESU, although for the year ending on 31st March 2012 there was still a deficit. He reported on the encouraging increase in activity from Leith’s and the increase in ESU membership that suggested that the increase in subscriptions had not impacted negatively. He referred to the Programme of Works that was due to commence in order to carry out essential and commercial works. He said that the commercial works would help to maximise revenue for Dartmouth House. 5
In response to questions Steve Orme •
confirmed that the telephone system was an old system and needed to be brought up to date and that the new system would result in savings for the ESU due to reduced monthly charges and no requirement for capital investment
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agreed that a quinquennial review of Dartmouth House and the Mews should normally be carried out but that the current focus is on immediate priorities in relation to the budget available
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confirmed that Wi-Fi provision is part of the Anthony Harris review but that no contracts would be signed until the review of the web provision had been carried out.
The Board then agreed that the improvements works could be commenced in line with the budgeted spend. The Chairman expressed her thanks to Steve Orme, Alan Cox and Jon Dye for all the work they had done to regularise the accounting processes. c) Report and Accounts for the Financial Year to 31 March Rod Chamberlain presented the draft Annual Report and Accounts that had been discussed in the Audit and risk Committee. He indicated that the numbers were more or less complete except for the rent review, that the notes were subject to the auditor’s review and the content of the textual parts still needed to be finalised. He referred to a ‘connected party issue’ that had arisen in respect of the close relationship between a Governor and a member of the ESU staff. Whilst the Governor had quite properly declared an interest at all meetings, reporting rules required a note in the accounts clarifying the connected party issue. The auditors had provided a form of words and the Secretary agreed to confirm with the Charity commission that the form of words would be acceptable to it as regulator. He reported that the auditors would issue a clean audit certificate, that there were no adverse comments about the current finance team, that there was clarity with regard to international ESUs and benefits in kind, and that there were no issues concerned with the use of restricted reserves. A few minor internal audit issues only had been raised by the auditors. He referred the Board to the risk assessment which set out the top 5 risks facing the ESU, an analysis of those risks and mitigation measures that had been considered by the Audit and Risk Committee. The Board endorsed the risk report. Rod Chamberlain then proposed that, given that the next Board meeting was not due until after the AGM, the Board refer the finalisation and sign off on a ‘going concern’ basis to the Chairman’s Committee. This was agreed, although Governors would be sent an on-line and hard copy once the outcome of the rent review is known. The Chairman thanked Rod Chamberlain for his work in preparing the Annual Report and Accounts for a second year.
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11. Dartmouth House Limited a) Minutes of the meeting on 28th June 2012 The Minutes of the Dartmouth House Limited meeting were noted by the Board. b) Report and Accounts for the Financial Year to 31 March The DH Ltd Accounts formed part of the ESU Report and Accounts. A draft of the accounts had been considered by the Executive Committee of DH Ltd. 12. Reports from Committees and Working Groups The Minutes of the Board Committees under items 12a)-12d) were noted by the Board and it was confirmed that Lord Boateng had agreed to host (at the House of Lords) the Book Awards Day. e) Young ESU Working Group Report John Cartwright presented the report of the working group. He summarised the recommendations emphasising those concerned with schools and universities in England and Wales, the membership age and subscription rate proposals for young ESU members, the need to re-engage with Alumni, the proposal that each branch should have a dedicated youth office, and the possibility of a global IT-based project that could unite ESU youth. The Chairman thanked the working group for its work. She said that it was obvious that there was a lot of work to be done to follow-up the proposals and asked Directors of Business Development and Charitable Activities and their respective committees to carry this out and report back to the Board. Matthew Congreve said that a longer report, containing more detail and elements discussed but not yet agreed by the working group, was available for Governors who wished to receive it. Sophie Barlow was asked to send a list of contact details for all alumni to Branches f) Royal Charter Working Group Report The Chairman referred to the earlier detailed discussion of the recommendations with Lord Watson and Governors’ full approval of them. The Board unanimously agreed that the draft resolutions should be sent to the Privy Council for comment and then when appropriate circulated to Branches and made available for comment to ESU members. 13. Board Elections and AGM November 2012 Steve Hodkinson presented the draft Notice of AGM which included the names of the 2 Governors standing down under the 6 year rule and those 6 Governors required to offer themselves for re-election under the rotation rule. Gill Prior and Derek Morgan, two of the four Governors who had served only since July 2011, had kindly agreed to stand for reelection in order to avoid lots being drawn. The Board unanimously agreed to nominate to the AGM for re-election: Lord Boateng, Rod Chamberlain, Bilal Mahmood, Derek Morgan, Richard Oldham, and Gill Prior. 7
The Chairman informed the Board that she would not be calling for another postal ballot prior to the 2014 AGM when, subject to the AGM elections in 2012 and 2013, those Governors who had been elected in a postal ballot of all members would have served for three years. It was suggested that the Board should consider recording attendance at Board meetings. Steve Hodkinson reported that this was already done and could be available for Board Committees too. It was agreed that attendance would be recorded in the Annual Report and Accounts 14. Chairman’s Items a) Magna Carta 2015 The report from Leslie Dubow was noted. Gill Prior reported that Salisbury is a Charter City and that work to celebrate 2015 was in hand. b) The Chairman thanked Colin McCorquodale for his overseas ambassadorial work. Reports and photos have been posted on the website. c) There will be no Board appraisal this year. d) The Chairman read out a letter from Her Majesty the Queen thanking her and the ESU for the loyal address that had been sent to mark the occasion of Her Majesty’s Jubilee. e) The Chairman reported that some progress has been made on finding a new President for the ESU. f) The Chairman reported that she was reviewing the Board Committee structure in light of the changes to the structure within Dartmouth House. She intended to form a Business Development Committee to oversee the work of the Business development directorate and to rationalise meetings of the Chairman’s and Nominations Committees. Committee Chairman were asked to review their terms of reference so that changes could be introduced concurrently. 15. Dates and times of future meetings The dates and times for future meetings were noted by Governors including the next meeting of the Board on 15th November at 5.00pm after the AGM at 3.00pm.
There being no further business to discuss, the meeting closed at 6:30 pm.
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