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The Welsh Pony and Cob
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Letter to the Charity Commission |
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The Welsh Pony and Cob
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Letter to the Charity Commission |
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Mr. H. Iles 21 September 2006
Dear Mr. Iles, The report contained strong recommendations that presented a programme of fundamental change over a 2 year period. Each recommendation was considered in detail, with the report being accepted in principle as an acceptable way forward. I have attached a list of each recommendation and Council’s decision on each. There were some changes and amendments to the recommendations and I have expanded on each below with reasons for those amendments being agreed to. In a number of cases the recommendations touch on work already underway with the Society and this has outlined in the attached document. It is worth noting, however, that the majority of the recommendations have been accepted without hesitation, including the functional observations the majority of which are underway. In considering the recommendations and any suggestions that the strict letter of a recommendation would not be followed Council looked at a number of factors. Previous experiences of success or failure to change the memorandum and articles featured strongly, as well as the political environment that exists and has existed for many years. Council was, and continues to be, deeply aware of how any changes may be interpreted by members who continue to be suspicious of their motives. It was agreed that to simply accept the recommendations without discussion or debate, allowing for the possibility of amendment, would be irresponsible and negligent. In amending the recommendations outlined below all of these factors were taken into consideration. Council also bore in mind the advice received from yourself in your letter of 16 December 2005 where you indicated it was important that the Society and its trustees “have ownership of the process of change”. Reduce the size of Council to 12 by changing the existing Memorandum and Articles of Association at an EGM in the Autumn of 2006. Elections, by postal ballot with an independent scrutineer, should be carried out in January and February 2007 and reported to the AGM in March 2007. The issue of the elections and the independent scrutineer have been addressed for many years. The Societies Auditors have provided scrutineering services for elections and the ballot papers are posted directly by the printers and not handled by the Societies offices or Council members. It was felt that there was no need to change the current timetable, as the auditors do not disclose the result to anyone until the AGM in March. There was considerable discussion on the issue of the size of Council. Previously Council had proposed a reduction to 21 that had failed when it came to the EGM two years ago. Council felt that 12 would not bring the breadth of experience to the board that a slightly larger group would. It was agreed that 15 would be a reasonable number and would allow a rotation of 5 on an annual basis. The second issue that was considered was how this would be achieved. While Council recognised the merit of an immediate reduction to the final number at the next AGM it was also strongly felt that there was a need for continuity during such fundamental changes. The process of reduction would be extended to 2009 when the number of Council members would be 15. It had the merit of beginning the 3 year cycle immediately so that in 2009 the cycle would be well established. It would also ensure that from 2007 individuals elected on to the Council would have a clear and unambiguous understanding of their tenure. It was felt that all Council members standing down en masse would result in a considerable amount of uncertainty being injected into the situation. A measured and planned transition was felt to be most workable and, in the long term and most critically, the most likely to succeed. It was clear from the discussions on this point that there was a recognition that an amendment from 12 to 15 and a gradual transition over 3 elections (2 ˝ years) could be misconstrued as a reluctance on the part of Council members to change. This risk was weighted against the other risks of all Council members retiring at the same time. In terms of maintaining the momentum of the reforms it will be important to ensure a level of continuity and consistency through the change process. As part of the transitional reduction it was agreed that the tenure of Council members would ensure that any individual who had served 2 terms or more on the Council would not be eligible to stand for re-election for a further term. This affects a significant majority of Council members. This particular issue is addressed further below. Ultimately the decision to accept the principle of this recommendation with amendments as outlined above will enable the Society to move forward with the reforms necessary. At the same EGM resolve to appoint a Nominations Committee, independent of current Trustee interests and with clear Terms of Reference, to oversee the election of the new Council. This is permitted by the current Memorandum and Articles of Association provided it is agreed at the EGM. Following considerable thought and discussion it was concluded that the introduction of a nominations committee could be viewed as a selection committee. Members of the Council were mindful of the mistrust with which some sections of the membership viewed them. At this stage it was felt that such an interpretation could prove highly counter productive to the Council’s attempts to rebuild that trust. It was recognised that this could be revisited at a later date should it become helpful to do so. No Trustee should serve for more than two consecutive terms with a gap of six years before standing for election again. This issue has possibly been one of the more contentious debates within the Council. A significant number of Council members have felt quite strongly that the gap should be no more than 1 year as they felt that this was a model used in other equestrian organisations quite effectively. The issue was discussed with Ms. Woods who felt that the reduction to 3 years would be reasonable as it provided sufficient time for a turnover of individuals on the Council. This, though not suggested in Ms. Woods’ report, would be applied retrospectively from the point that it was passed at an EGM. In taking this approach the Council felt that it was a case of beginning as they meant to go along. By putting in place the final process for election, tenure and re-election the transition would be clearer, less open to confusion and therefore more likely to succeed. Council members who have served a total of 6 years or more at the end of their term of office will not be eligible to stand for a further 3 years. This would also apply to individuals who had previously served 6 or more years and have not yet had a “gap” of 3 years. They would not be eligible to stand for election until they had been away from Council for 3 years in total. The Chair of Council should not serve for more than five consecutive years, and should not be eligible for re-election to the Chair. Similarly the vice-Chair, although they should then be eligible to stand for the Chair. In this instance the Council felt that the recommendation in the report was not as far reaching as it perhaps could be. It was agreed that the word consecutive be replaced with the words in total. This provides consistency with the amendments to the tenure of Council members and would also be retrospective. Council felt that it was particularly important to ensure that leadership of the Council be refreshed and not be allowed to stagnate in the future. They also felt that the workload of the Chair would be likely to increase as a result of the changes and therefore a limit on tenure in a lifetime was appropriate. As I hope is clear from the above and the attached table of recommendations and decisions, Council have aimed to provide a workable timetable for change and reform. They have been mindful of the need to move forward but at the same time ensuring stability. It is hoped that the members will endorse this process at the EGM in October by passing the resolutions presented to them. Ultimately the decision of the Council to accept the principle of the recommendations, the majority of them in their entirety, should enable change to occur with dynamism and continuity at heart. We have also set aside time to meet with members before the EGM and to present the special resolutions within the context of the entire review. It will allow members the opportunity to ask questions, receive answers and consider the issues facing the society as a whole. I have enclosed further documents for information, including an outline of the achievements to date and planned actions for the future. Should you have any further queries or wish to discuss the matter further please do not hesitate to contact me or our Chief Officer, Gian Fazey-Koven. I sincerely hope that our response reassures you that we have accepted fully the need for change and that we are committed to realising it, despite the obstacles that may occur in such a highly politicised organisation.
Yours sincerely, |
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