British Orienteering AGM 2013

[Clive Coles]

Martin. I am getting a confused message from these two threads which are discussing the composition of the new board. On the question of there being quota systems:

If I understand correctly, the Gender quota proposal will be dropped if the Independent director quota proposal is voted downs. WHY ~ if the board believe it to be necessary, why are you happy to see it dropped ?

BOF refer to the need to have more young people on the board though they don't yet propose another quota. WHY ~ is it just because we currently have younger directors so a quota is deemed unnecessary ? Should the situation change would you ( or any other current board member ), seek to introduce a Young people quota to ensure that there was some younger voices on the board ?

I just want to know if the current Board really believe in the need for quotas so as to ensure some sort of equality balance within the Board or are they just doing what is being demanded by our current funding partners.

I have yet to be convinced that quotas are the correct solution to filling board vacancies. I am happy for the Board to continue to have powers to co-opt to fill vacancies I would also be happy if co-optees were appointed from outside orinteering if the need arose.

But co-opted directors should always have to put their names forward to the next AGM so that their appointment can be confirmed by a vote from the membership. The membership must retain the power to vote off any director appointed once their term of office expires.

If the voting membership does not have the final say regarding the composition of the very body that defines strategy for our sport, what is the point of even holding an AGM ?

[Spookster]

... so what happens if political correctness says we need a 12-year-old lesbian but we have a skills gap for a Treasurer for which the only "qualified" applicant is a mid-50's heterosexual male, and there is only one vacancy ?
(deliberately over-exaggerating for effect)

How do you know that they're lesbian and heterosexual, given that politcial correctness doesn't allow you to ask? And why would that matter?

And anyway, it turns out we don't actually have a skills gap for a Treasurer, because the membership has proposed a candidate who is ideally qualified for that role.

[Spookster]

I am not suggesting all associations should have a place on the board (some chairs might not wish to undertake the commitment), ~ I suggest rather that the Executive should seek to appoint a certain proportion of Directors from the panel of serving chairs.

Under the proposal it's not actually the Board that appoints indepenedent directors. Rather, the Board appoints a panel, and the panel appoints the IDs. The panel shall include a Constituent Association Chair.

28.1 Independent Directors shall be appointed by an Appointments Panel established by the Board.
28.2 The Appointments Panel for the purposes of Article 28 shall consist of a Director of the Board, a Constituent Association Chair and a non-member of British Orienteering, all appointed by the Board.

[Spookster]

If I understand correctly, the Gender quota proposal will be dropped if the Independent director quota proposal is voted downs. WHY ~ if the board believe it to be necessary, why are you happy to see it dropped ?

Correct, Proposal 4 will only go ahead if Proposal 3 is passed. Changes to Articles are complex, and I'm not the Board expert here. Nor is a forum the best place to try to explain it! In simple terms, we think it's only possible to achieve the requirements that Proposal 4 will place on us as a Board, if the Article changes in Proposal 3 are also made.

It is certainly not the case that the Board is not fully committed to diversity, including gender balance. The removal of Proposal 4 from the AGM in the event that Proposal 3 does not pass, has nothing to do with our commitment to gender balance.

BOF refer to the need to have more young people on the board though they don't yet propose another quota. WHY ~ is it just because we currently have younger directors so a quota is deemed unnecessary ? Should the situation change would you ( or any other current board member ), seek to introduce a Young people quota to ensure that there was some younger voices on the board ?

We all know we have a problem that the younger senior age categories (e.g. 21, 35, 40) are far smaller now than they used to be. We are an aging sport, with insufficient newcomers in those age classes. I think that by having some younger people on the Board, we can help to redress that issue. I don't think that needs an "age quota".

I just want to know if the current Board really believe in the need for quotas so as to ensure some sort of equality balance within the Board or are they just doing what is being demanded by our current funding partners.

I have yet to be convinced that quotas are the correct solution to filling board vacancies. I am happy for the Board to continue to have powers to co-opt to fill vacancies I would also be happy if co-optees were appointed from outside orinteering if the need arose.

Yes, the board wants a diverse range of skills, experience, and gender. And yes, so do the funding bodies, because it helps to ensure better governance, better decision making, and ultimately better use of the money the funding body is giving us. Quotas help to assure those objectives are achieved.

[Clive Coles]

Thanks Martin ~ those are two very helpful posts.

[Paul Frost]

I've already queried this before, but the AGM booklet says:

Proposal 4 (a Special Resolution) regarding gender of Board members:
“that amendments to the Company’s Articles are made as set out below to come into effect (if passed) immediately after the end of the 2016 AGM”.
This proposal will be withdrawn if Proposal 1 is not passed.

I don't know if there are any official ramifications of what looks like a typo.

[Spookster]

I've already queried this before, but the AGM booklet says:

Proposal 4 (a Special Resolution) regarding gender of Board members:
“that amendments to the Company’s Articles are made as set out below to come into effect (if passed) immediately after the end of the 2016 AGM”.
This proposal will be withdrawn if Proposal 1 is not passed.

I don't know if there are any official ramifications of what looks like a typo.

I'm sure it's a typo (early drafts of the AGM papers had IDs as proposal 1 and gender balance as proposal 2). I've already notified Laura at the office.

[Clive Coles]

I think this the critical paragraph in the Sports England document that explains why the Board are proposing these changes.

4.1.1. Key Criteria for Effective Governance The legal/governance structure reflects good practice, allows for open recruitment to Board and provides adequate protection to members.
The Board is effective. The Chair demonstrates strong leadership skills and an independent approach. The Board is well balanced, no one individual or group has unfettered powers of decision-making or dominates the Board. At least 25% of the Board - and ideally a third - are independent and the Board has an appropriate balance of skills. New members have inductions, terms are normally limited to 2 x 4 years and the Board critically evaluates its performance annually.
The Board’s remit and size supports effective decision-making. Ideally the Board size should not exceed 12 members. In exceptional circumstances where the Board size exceeds this number, the NGB must be able to justify this on the basis of organisational effectiveness. The Board is strategically, not operationally, focussed. There is an effective committee structure.
Appointments to Board for the independent posts are via an open recruitment process. All appointments, including those drawn from the membership, are informed by skills needs which are regularly assessed and there is evidence of a skills-based assessment and appointment process for all Board positions. The Board actively works to attract a diverse range of candidates representative of the community that it serves or seeks to engage. In line with the Davies report, NGBs should aim for their Board to comprise at least 25% women (or men where they form the currently underrepresented grouping) by 2017 as part of a journey to improve the diversity of Boards.
Decision-making processes are clearly documented, approved and communicated. Decisions are made at the appropriate level.
Transparency and accountability is intrinsic to the way the Board, the CEO and the wider NGB operates.

It makes the choice simple ~ whether you believe this change is good for the sport or not these are the terms of acquiring Sport England funding in the period 2013-17. Support the proposal and we get funding; turn it down and we risk getting nothing.

At the start of this discussion I was undecided ~ I guess I'm becoming a reluctant convert.

[King Penguin]

Is the "2016" also a typo ?
or is this to allow all those who will be starting a 3-year term this year to complete their cycle before it applies ?
If so, should it not come into effect immediately at the start of the 2016 AGM so as to apply to those elected at that meeting ?
or is it just to fit in with the "by 2017" in the Sport England document ? In which case it will technically be in place in time but I guess not actually enacted until the Easter 2017 elections.
I presume SE will be setting the financial allocations for 2017-2021 during 2016, in which case would it not be wise to be demonstrably compliant before they do so ?

[Mrs H]

I wonder if the gender requirement applies to sport like netball

[Paul Frost]

It makes the choice simple ~ whether you believe this change is good for the sport or not these are the terms of acquiring Sport England funding in the period 2013-17. Support the proposal and we get funding; turn it down and we risk getting nothing.

At the start of this discussion I was undecided ~ I guess I'm becoming a reluctant convert.

If you believe this change is bad for the sport how can you vote for it?

If someone offered you x thousand pounds in return for swallowing some slow acting poison with the likelihood that it would kill you, would you take the money and drink it?

[Spookster]

I wonder if the gender requirement applies to sport like netball

Well, since you ask...

England Netball is the NGB, and the Sport England requirements will apply.

England Netball Board
The All England Netball Association (England Netball) is a company limited by guarantee. It is a private company, which operates as a members association on sound business principles.
There are no shareholders and the board of directors is directly accountable to members for the performance of the company. The Company acts as the National Governing Body for the game of netball and is a membership, not for profit, organisation covering all aspects of the great game of netball from grass roots to elite athlete participation.

The Board considers that good corporate governance is central to achieving the company's objectives and the principle of safeguarding stakeholder's interests. To support this aspiration the Board operates a number of sub-committees and working groups. The Board delegates to the Chief Executive Officer the day to day and business management control.

The make up of the Board is important as we supplement the netball skills, experience and knowledge of our elected directors with the wider sporting expertise and business and commercial acumen of our appointed directors. In this way the Board can demonstrate a skills mix that will allow it to fulfil its responsibilities effectively.

The Board operates on a rotational basis, to ensure a level of continuity, elected officers can serve for a maximum of four years and then retire. They may seek re-appointment but this will be subject to election by the Members. The current Board consists of up to 11, including the Chief Executive Officer.

The Board of England Netball for 2012/13 is:

Cheryl Danson OBE (Chairman), Lyn Carpenter (Vice Chairman), Lindsay Sartori (Treasurer), Sally Horrox, Kerrie Jones, Anita Navin, Fran Steele (all Elected Non-Executive Directors), Julie Moon, Martyn Wilks, Alex Scott Bayfield (all Appointed Non-Executive Directors) and Paul Clark (Chief Executive Officer).

Chief Executive Officer (Ex-Officio) Paul Clark is also a director.

So they've got 3 appointed directors out of 11, and currently 2 men out of 11.

[Spookster]

If you believe this change is bad for the sport how can you vote for it?

If someone offered you x thousand pounds in return for swallowing some slow acting poison with the likelihood that it would kill you, would you take the money and drink it?

If you really think that allowing the Board to have 3 independent directors will kill the sport, you clearly shouldn't vote for it! But in that case we'll have to agree to differ on this one.

[Clive Coles]

I know Paul ~ we are being cornered with a choice of supporting the board to secure funding or risk losing SE funding all together.

I believe all members should record a vote, either in person, or as a proxy. That should be how we ensure we get the sport we deserve.

But this time, to my mind .... a choice of two uncomfortable options ! A time for pragmatism ~ which is the lesser of two evils ?

[Paul Frost]

If you really think that allowing the Board to have 3 independent directors will kill the sport, you clearly shouldn't vote for it! But in that case we'll have to agree to differ on this one.

It's not about allowing the board to have 2,3,4 or more independent directors, it's the fixed and cast in stone "must have 3" and the similar "must have 3 females" that I object to.

It may be different if we were a large organisation with lots of paid employees and paid directors. But we are a voluntary organisation with a limited number of people that want to get involved in the governance of it, so we need to be much more flexible and responsive to the limited supply of volunteers.

If the proposal is passed what happens if one year we can't find 3 independents and 3 females that want to be directors?

As an aside, it just occurred to me that males are in limited supply if you look around the paid staff. How come it is dominated by females when we are a male dominated sport?