The Welsh Pony and Cob Society
Cymdeithas y Merlod a'r Cobiau Cymreig

WPCS Governance Review - List of Recommendations

Detailed outline of Council's response to the recommendations

7.2.2 GOVERNANCE AND ADVISORY STRUCTURES

A small Chairman’s Working Group of Council should be formed to manage the proposed changes up to and including the AGM of March 2007. The Group’s responsibility would be to prioritise and monitor the work, not to actually do it. After March 2007, the new Council would probably wish to put similar measures in place.

The Working group to be re-named Council Working Group; to be chaired by Chairman, L. Bigley.

The Working Party was elected by drawing lots of Council members who had volunteered: Miss S. Hardy, Mrs. C. Fell, Mrs. E. French, Wm. Lloyd and Mrs. D. Thomas

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

All existing members of Council should stand down at the AGM of March 2007 and be replaced forthwith by the duly elected Trustees. Existing members should be eligible to stand for the new Council. Not accepted.

An open vote by Council members was taken to: Reduce Council to 15 in a gradual process over 3 years

E.T.E. Davies proposed – seconded E.G. Prosser
5 elected for 2007 – 5 for 2008 and 5 for 2009

Those who have been on already for six years by the time of the election not to stand for re-election.

Council should not include the President and President-Elect ex-officio and their role within the Society should be clarified.  Agreed – but would not have Voting Powers

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.E.T.E. Davies proposed – seconded Mrs. E.Dart Not accepted. It was strongly felt by members that a Nominations Committee could be viewed as a selection committee and this could be counter productive in rebuilding members trust.

Use a job specification to inform candidates and members of the skills, experience and knowledge required of a Trustee of WPCS and use it for the proposed elections. It should include a commitment to executing a work programme based on the review’s recommendations and refer specifically to business and governance skills as well as a commitment to the ethos and objectives of WPCS. The specification does not need to be approved by the EGM and can be drawn up with reference to documentation available in the public domain.  Agreed

Ensure, by 31 October 2006, that the membership list is accurate and up to date. Agreed

Clarify and agree the respective roles and functions of Trustees and staff at the first meeting of the new Council in 2007. Develop the existing Induction and Training Programme for Trustees, based on an annual skills analysis from 2007 onwards, using recently published National Occupational Standards for Trustees as a foundation. Agreed

Offer reasonable expenses to Council members so as to ensure as wide a spread of representation as possible. This is permitted within current rules and should be publicised as part of the nomination literature for the proposed elections in 2007. Agreed

Identify those sub-Committees of Council required to stand as permanent bodies; they should include Finance, Personnel and Membership functions. Council and its Sub-Committees may co-opt members with special expertise to serve on a time limited basis for a special purpose. Other requirements, essentially of a temporary nature pending the completion of discrete tasks, should be covered by Working Groups led by a Trustee, but otherwise made up of rank and file members with particular expertise. The creation of sub-Committees and Working Groups is a matter for Council. Agreed

The Chair and vice-Chair of Council should not be expected to attend all Working Groups and should apportion the chairing of the sub-Committees between them. Agreed in principle

An independent panel should be set up to deal with judging issues from 31 October 2007; it should be chaired by a Council member, but otherwise be made up of non-Trustee members with relevant expertise and build on the recent work carried out by the Judges Administration Board. Agreed in principle.  Needs further consideration and comments.

Create an Advisory Group representing the various sections and functions within WPCS, of no more than 40 members, to meet twice per year from July 2007. Members would be selected by local Associations for their expertise and experience. The Advisory Group would have no executive powers, but would provide an essential platform for communication, providing expert information and comment on matters relating to Welsh Breeds and the services provided by the Society. It should be chaired by the President or President-elect and the issues raised would be referred to Council through the Chief Officer. Agreed in principle. Continue with Area Association Meetings but twice a year. International meeting on annual basis.

Final details to be re-viewed

Hold annual discussion fora, from 2008 onwards, on issues pertinent to the development of the breed in different regions of the UK, using the local Associations to organise events. This will serve to unify the membership with the Society and to acknowledge activities outside Wales. Agreed.

7.2.3  GOVERNING DOCUMENTS AND PROCEDURES

Completely revise the Memorandum and Articles of Association to meet the Society’s current needs and reflect the contents and ethos of the Business Plan and present it at the AGM in March 2008. The Charity Commission’s model provides a good guideline and can be adapted to suit WPCS. Agreed

Allow all members a proxy vote at General Meetings and distribute the necessary paperwork with calling notices; this to be included in the revised Memorandum and Articles of Association, including also a facility for secret ballot at General Meetings. Agreed

Set up Regulatory Codes to encompass various procedures:

• Standing Orders of Council and General Meetings
• Terms of Reference for all sub-Committees, panels and Working Groups setting out their membership, purpose, delegated powers and limits on authority
• Code of Conduct for Trustees
• Complaints against members and Trustees
• Discipline of members and Trustees
• Nominations and elections to Council
• Appointment, conduct and discipline of judges
• Delegated staff powers

Agreed.  Code of Conduct – Council already agreed - to be done Complaints Procedures – agreed to by Council in June, 2005, may need bringing up to date in places

The Codes should be written and accessible on the website and at members’ request. The complaints and disciplinary procedures should ensure that the process allows for an appeal panel to be formed from Trustees who have not taken part at an earlier stage of proceedings; the Membership sub-Committee could be used for this purpose. The ultimate appeal panel should include a suitably qualified external arbitrator. Agreed

Complaints and disciplinary procedures against Council members should be heard by members who are not Trustees, drawn by lot, together with a suitably qualified external arbitrator. Final appeals by Trustees should go to external arbitration. All Codes should be drawn up by Council by October 2007 and reviewed for effectiveness after two years, in consultation with the membership. Disciplinary Procedures already agreed to by Council in June, 2005. Needs bringing up to date in places

Standing Orders of General Meetings should be put to the AGM of March 2008. Agreed

Council should use the Membership sub-Committee to deal with membership applications and give reasons when they are turned down; there should be a facility to appeal on matters of fact.  Agreed to in principle but needs further consideration

Make available to Council, members and staff an action and decision list arising from meetings on the website and/or on request within 10 working days of the meeting. Structured minutes of those meetings should be made similarly available within 20 working days. Any confidential items regarding individuals or commercial interests should be noted as such, but not published. This should be implemented by September 2006. Agreed in principle – needs further consideration

Members should be entitled to observe at Council meetings, provided due notice has been given, leaving the room when staffing issues or matters of commercial interest arise.

Agreed.

Members to correctly apply on appropriate forms – clearly understood to observe, not take part or speak, etc. Codes to be set in place

19 for;   9 against;  3 abstentions

7.2.4 TENURE AND CONDUCT OF COUNCIL MEMBERS

All Trustees on the new Council should serve for an initial term of 3 years to ensure initial continuity within the new structure. Thereafter one third of Council should stand down each year to encourage new ideas and skills onto the governing body. Agreed subject to transitional arrangements.

No Trustee should serve for more than two consecutive terms with a gap of six (change to 3) years before standing for election again. Amend to read gap of 3 years; Vote: 19 for 3 years;  1 for 6 years;  7 for 2 years.

The Chair of Council should not serve for more than five consecutive years (delete to read “in total”), 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. Agreed with following amendment: Delete consecutive; Add: In total

Trustees should not be judges of Welsh Breeds during their tenure on Council. Concern noted – decision to be made before AGM

No spouse or partner of a Trustee or member of staff should serve on Council.

Agreed. Any Council member currently in this position would not be eligible to re-stand for election at the end of their current term of office.

All Trustees should observe a written Code of Conduct which deals, amongst other matters, with collective responsibility, conflicts of interest and confidentiality. Breaches of the Code could result in a Trustee being expelled from the Council and the process should be made clear in Council Standing Orders. The Code should be introduced by 31 October 2007. Agreed - Chief Officer/Secretary already putting this in place

7.2.5 FUNCTIONAL RECOMMENDATIONS

These arise from the observations that lie outside the present review and are intended to help the Society make the best use of human resources and address some of the concerns of staff:

Carry out, by November 2006, the planned staffing review on an objective, functional and depersonalised basis, drawing up a structure that matches human resources with the Society’s requirements and achieves an appropriate balance of workload between posts. Agreed

The review should be overseen by the existing Line Management Committee, co-opting further expertise as required. This is a sensitive issue and consultation with staff is essential if there is to be co-operation with and understanding of the process. Agreed

As part of the review, ensure that all roles are clearly understood by clarifying responsibilities and lines of accountability. Agreed

Identify any training development needs arising amongst staff as a result of the review and agree a programme to address them. Agreed

Draw together, by September 2006, existing personnel procedures in a staff-handbook, identify any gaps and set a timetable for completing the guidance. Clarify and publish office procedures by January 2007. Agreed.  Continue with existing development project.

Agree, with Council, by August 2006, the limits of staff’s authority to purchase and pay for goods and services. Clarify the staff’s relationship with the Finance Committee and issue a manual of financial procedures. Ensure that management accounts are kept by staff so that spending can be monitored monthly and reported to the Finance Committee. Finance Committee to consider and come back with recommendations to Council

Support the Chief Officer to review her work priorities and bring the span of management responsibilities and tasks within manageable proportions. This will be especially important if the recommended changes to governance are adopted. With immediate effect, from the staff resources already available, provide clerical and administrative support so that routine communications and other activities can be followed through when the Chief Officer is out of the office or engaged in time-consuming work. At present the post operates in isolation and access to external mentoring would provide useful professional support pending and following the staffing review. Agreed

Carry out an external review of IT needs so that either better use is made of the existing infrastructure, or more suitable systems are brought in. This will make for greater efficiency and assist staff in their work.  Agreed

Evaluate premises needs, consulting with staff, and identify a site that is fully Health and Safety compliant and facilitates rather than hinders the effective functioning of the staff group as a team. Agreed

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