Spring 2015 members’ consultation

Close up of an oak leaf

In spring 2015 we asked our members for their views on a number of proposed changes to our governance arrangements.

The consultation closed on 7 June 2015. The sections below describe the proposed changes that we asked our members to comment on and provide a summary of our members’ feedback on those proposed changes. Information on the final governance review proposals and their adoption is available in the ‘Governance Review 2014/2015’ article below.

Key proposals

The key proposals we consulted on related to the role, size and composition of the Council and the relationship between the Board and the Council. These proposals and the thinking behind them as we presented them to members in spring 2015 are set out in the sections below.

Overview of members’ feedback

We received a total of 580 responses to the consultation.

  • 231 respondents stated that they were broadly in favour of all the proposals and did not provide a view for or against individual proposals

  • 8 respondents stated that they were against all of the proposals and did not provide a view for or against individual proposals

  • 106 respondents provided responses that were unclear or that were unrelated to the proposals

  • 235 respondents provided their views for or against individual proposals. These responses are described in further detail in the sections below

The working party leading the review considered carefully a summary of our members’ feedback when finalising their proposals for presentation to the Trust’s Board and Council. Thank you to everyone who participated in the consultation.

The role of the Council

Proposed change

The separate but complementary roles of the Board and the Council are described in the Trust’s constitutional documents. The Council is charged with appointing the Board, holding it to account and ensuring the Trust stays true to its core purpose. Over the past 10 years the Council has generally fulfilled these roles successfully. However, we concluded that how the Council fulfils its role of holding the Board to account could be clarified further by the addition of the following items:

  • to review annually the Trust’s strategy in order to satisfy itself that it is consistent with the Trust's core purpose

  • to satisfy itself that major risks to the long-term reputation of the Trust are being addressed by the Board

These additional activities are consistent with the Council’s central role of ensuring the Trust does things and works in ways that are consistent with its charitable purpose. They are intended to provide the Council with greater clarity about how to do so.

Members’ feedback

Seventy five respondents provided a view on this particular proposal.

  • 54 respondents agreed with the proposal

  • 6 respondents disagreed with the proposal

  • 15 respondents partly agreed and partly disagreed with the proposal. The majority of these respondents felt that an annual review of strategy was too frequent. A small number of these respondents felt that the term “major risks to the long term reputation” required clarification. A small number of these respondents queried whether the clarifications were necessary.

The size of the Council

Proposed change

The Council has 52 members – 26 are directly elected by National Trust members and 26 are appointed by Appointing Bodies that are selected by National Trust members. When we conducted a survey of our current Council members, the majority felt that the Council was too big to be effective. Constructive debate and the ability to develop arguments can sometimes be hampered by the large number of people at Council meetings.

We concluded that decision-making and debate could be improved by reducing the size of the Council so that members have a greater ability to participate and can work as a more cohesive group. In turn this would strengthen the Council’s ability to hold the Board to account. We believe, however, that the Council should remain large enough to provide a diversity of membership – it is crucial that we have Council members from different areas and backgrounds and with different perspectives and skills. We believe that a Council of 36 will allow us to strike a successful balance between our desire to increase effectiveness and our need to maintain diversity. We believe also that the current model whereby 50 per cent of Council members are elected by National Trust members and 50 per cent are appointed by Appointing Bodies works well and should continue.

We recommended that the number of Council members is reduced from 52 to 36. Of the 36 Council members, 18 should be elected by National Trust members and 18 should be appointed by the Appointing Bodies selected by National Trust members.

Members’ feedback

Two hundred and ten respondents provided a view on this particular proposal.

  • 113 respondents agreed with the proposal

  • 14 respondents disagreed with the proposal

  • 83 respondents partly agreed and partly disagreed with the proposal. Around three-quarters of these respondents agreed that a reduction in size was required, but felt that the proposed reduction did not go far enough. Around one-quarter of these respondents agreed that a reduction in size was required, but felt that the ratio of elected to appointed members was incorrect. A small number of these respondents agreed that a reduction in size was required, but felt that the proposed reduction went too far.

Council member tenure

Proposed change

Our current practice is that members normally serve three terms of three years (that is a total of nine years). We believe that a total term of nine years is too long – it's important that Council membership is refreshed regularly to ensure that new ideas and perspectives are heard. We believe that a norm of two terms of three years (that is a total six years) would meet this aim. It would also mirror our rules on Trustee tenure and the practice in various other charities.

Some flexibility will be required so that Council members with particular skills or expertise can serve for longer in exceptional circumstances. We also believe that the Senior Member of the Council should be able to serve a third term. The Senior Member is similar to the Senior Independent Member in other organisations. They ensure that the views and concerns of Council members are shared with the Chairman and support the good running of the Council in general. The Senior Member is normally an experienced Council member and so wouldn’t usually be appointed to this role until part way through their second term. If they were not allowed to serve a third term on Council it is unlikely that they would be able to serve their three-year term as Senior Member.

We recommended that, unless there are exceptional circumstances, individuals should be eligible to serve two terms (that is a total of six years). The Senior Member should be permitted to serve a third term to allow him/her to serve three years as Senior Member.

Members’ feedback

One hundred and fifty seven respondents provided a view on this particular proposal.

  • 120 respondents agreed with the proposal

  • 18 respondents disagreed with the proposal

  • 19 respondents partly agreed and partly disagreed with the proposal. Around half of these respondents disagreed that the Senior Member should be able to serve a third term. The remaining half of these respondents disagreed that Council members should be allowed to serve additional terms in “exceptional circumstances”.

Balance of Council and non-Council Trustees

Proposed change

Our constitution requires that the majority of our Trustees should be members of the Council. There are between nine and 15 people on the Board at any one time. Based on our experience over the past 10 years, we believe that having some Trustees on the Council and some Council members on the Board has been beneficial to both bodies. It contributes to shared understandings and collegiate working without undermining the Council’s role of holding the Board to account.

However, we believe the requirement that a majority of Trustees are appointed from the Council is not in the Trust’s best interests. It is essential that we are able to appoint the best Trustees, those with the knowledge and skills needed at any one time. Reducing the minimum number of Council members on the Board will provide the Trust with greater freedom to recruit the candidates with the skills and knowledge needed by the Board. There will be occasions when candidates with the right skills and knowledge can be found on the Council – but on other occasions this might not be the case.

We recommended that there should be a minimum of four Council members on the Board of Trustees, including the Chairman and Deputy Chairman.

Members’ feedback

One hundred and six respondents provided a view on this particular proposal.

  • 55 respondents agreed with the proposal

  • 27 respondents disagreed with the proposal

  • 19 respondents partly agreed and partly disagreed with the proposal. Around two-thirds of these respondents agreed that the overlap between the Board and the Council should be reduced, but felt that the proposed reduction did not go far enough. Around one-third of these respondents agreed that the overlap between the Board and the Council should be reduced, but felt that the proposed reduction went too far.

  • 5 respondents provided a response that was unclear

Other proposals

Proposed changes

The rest of the proposed changes are more practical in nature and are aimed at improving the Council’s ways of working and our engagement with members. We’ve set out a summary of these proposals below.

Ways of working

We want to develop further the Council’s ways of working. We have looked at how we recruit, train and support Council members, structure Council meetings and manage interaction between the Council and the Board. Changes under consideration included:

  • including geographic diversity as a criterion when considering Council member nominations

  • ensuring that a Trustee is included on the Council Nomination Committees* established when appointing the Trust’s Trustees, Chairman and Deputy Chairman (while ensuring Council members remain in the majority)

  • improving the job description for Council members

  • improving induction arrangements for new Council members

  • changing the number and structure of Council meetings to reflect better the Trust’s annual cycle of business

  • conducting reviews of Council members’ contributions

  • considering how Trustees should be involved in Council meetings

*Nominations Committees are groups of Council members selected to make recommendations about appointments to the Board.

The Board of Trustees also reviews its own ways of working regularly and will be doing so again in 2015.

Member communications

Traditionally, our members have been able to express their opinions on major issues facing the Trust by asking AGM questions, voting in Council elections and submitting members’ resolutions. However, only a small number of members now choose to share their views in this way. This means that we need to find other ways for you to share your views and we need to make it easier for you to contact us. Over the next two years we therefore plan to pilot new ways for members to share their ideas with us.

Members’ feedback

One hundred and seventeen respondents provided comments on other proposals.

  • 88 respondents provided suggestions for improving communication with National Trust members

  • several respondents provided comments about monitoring the performance of Council members

  • several respondents provided comments about the qualities and skills of Council members

  • several respondents provided comments about the geographic representation of Council members

  • several respondents suggested that there should be a review of any changes that are implemented after a suitable period