Independent Directors

[Mrs H]

So - Independent Directors - irrespective of the fact that this is obviously a funding requirement so we are not actually going to have much choice in the matter - two questions:
1 Do people think it will be good for the sport?
2 How on earth would you get an effective person not associated with the sport to agree to sit on the board?

I don't know the answer to the first one but I suspect the answer to the second one will be a "transfer system" with other sports or bodies who are in the same position. You sit on my board and I'll sit on yours. - that way we both get the money.

[Clive Coles]

I was wondering if there was going to be a Nope discussion concerning the composition of the new board.

I think the strategic direction of our sport should be determined by "elected" active orienteers. The sad thing is folk have become so detached and frankly disillusioned by what has gone on with BOF over the last 4 or 5 years that nobody seems to want to stand for election. So BOF faces a problem. The AGM proposals will ease that problem but is this move in the real interests of our sport ?

Independent Directors seem to being introduced so as to placate our Funders. if we want Sports England funding we appear to have no choice but to go for this style of governance. I personally don't like having to make such a choice. We are effectively giving the Executive the power to select and appoint who they choose.

As far as the issue of gender representation is concerned I hate the concept of imposing a quota based system. There are people of ability from both genders within our sport ~ I am more than happy to continue to select potential directors from the list of those who come forward to stand. I prefer to continue to base that judgement on what each of them have to offer.

I am undecided ~ I sit at my PC with a half completed proxy form. Interesting to see if this thread develops

[greywolf]

it's a stupid idea driven by funder quangos who apparently think it would be a great idea if the voluntary sector became more like the business world, because obviously there's so much good practice we can learn from the bankers and the animal carcass procurement industry

if i understand it correctly, by some strange sleight of hand the usual expectation of independence on the part of independent directors (i.e. they have no previous or material connection with the company) has been diluted, and the "independent" directors can now be drawn from the membership, as long as they haven't previously been involved in the governance structure of the sport - so instead of those who know nothing we'll get those who don't care

no doubt being an independent director of a private company is a nice little earner but assuming the BOF board will remain unpaid it's difficult to see who's going to bother. also, of course, it requires a whole new architecture of appointments panels etc to occupy the staff and Board's time when they could be doing something useful

[graeme]

How on earth would you get an effective person
...
drawn from the membership, as long as they haven't previously been involved in the governance structure of the sport

Tricky - Can youse think of any effective member who hasn't been on the board.

it's a stupid idea driven by funder quangos ... to occupy the staff and Board's time when they could be doing something useful

Exactly so.
But the staff and board dont actually do the useful stuff (at least, in that role).
As in so much publicly-funded work , the important job of the board and BOF staff is to screen the people actually making the sport happen from "stupid ideas driven by funder quangos" while keeping the funding in place. By and large, they do it well (and we may be better off with an ineffective person...).

[greywolf]

How on earth would you get an effective person ... drawn from the membership, as long as they haven't previously been involved in the governance structure of the sport

Tricky - Can youse think of any effective member who hasn't been on the board.

Independent doesnt just mean "not been on the BOF Board before": according to the Board minutes "British Orienteering recommends to Sport England that the definition of an Independent Director be a person who has not been involved in the national governance structure including any Board, Committee or group"

[Arnold]

Have you read the minutes of any recent board meetings? They are so boring as to send you to sleep..review of effective governance..whole sport plan..independent directors..director skills assessment..talent pathway..safeguardig vulnerable people policy..blahblahblah

The board meetings don't really seem to be about orienteering any more.

The charitable explanation is graeme's - all that crap is necessary to get the cash, so the board are kindly shielding ordinary members from that. I'm sure there's some truth in that, but I also worry that the board lulls itself into thinking it's doing lots of useful stuff when really it's mostly form filling.

So why would anyone want to be on the board anyway? Independent or not.

I do hope spookster or someone else will tell me I've got it all wrong and really it's super exiciting stuff?

[SeanC]

I'm not expecting the Booker prize from such minutes, but prompted by this thread I thought I'd read it.

Anyway having read the minutes and reading between the lines there are a couple of things that caught my eye.

Sponsorship: Credit to BOF for getting on and investigating this. This has been the subject of a few threads here. Interesting that there seems to be no chance of sponsorship of our major events, but possibilities of sponsorship of the squad, WOC and the new development initiatives. The comments about the lack of money to find/manage sponsors reminds me of our reluctance to spend money on publicity.

Money left over from WOC 1976. How the wotzit did that happen? Only 37 years... How much is it, and could we not have the money for truely innovative development initiatives ? Or just do something useful with it. Give it to Comic Relief rather than enriching some bank?

There's a lot of SportEnglish which is a bit tedious but I guess if you work in this area then you start to write like this. Or it's a way of writing minutes that doesn't offend? Also BOF are employing people and this generates some not so entertaining stuff. I'm glad I don't have to work in HR. Can' t see a problem with directors looking to be better trained or communicate with us better.

[Scott]

The following rant is entirely my own personal opinion, and is definitely not in any way authorised or approved by the rest of the Board, who may or may not agree with it. And I can only apologise for the length.

I was initially pretty sceptical about the idea of Independent Directors. I grew up in the far west of Cornwall, so am used to complaining about outsiders coming in and telling us what to do. But the more I have thought about it, the more I have come to feel that Independent Directors are not just a good idea in principle but, on a purely practical level, are almost essential, although personally I do think it would be more helpful if they could have been called "Appointed Directors".

Let's not delude ourselves that the current process for appointing Directors to the Board is particularly effective. The current process is, in effect, that whoever wants to be a Director can be a Director. This is amply demonstrated by the fact that I am a Director despite having lost all of the Board elections that there have ever been with more candidates than vacancies.

Turnout for AGM votes in recent years has generally been somewhere around 5%, although it did nearly reach 10% when we had all the four levels good, three levels bad excitement. This is so low that, if there does happen to be a vote, with a minimum of three positions to be filled each year you can probably get elected in third place by getting all your friends send in proxy forms. (The slightly sad implication of my having lost those elections is thus that I don't have very many friends.)

Of course, we should be trying to encourage more people to put themselves forward for election as Directors, and that applies whether or not this proposal is passed by the AGM. And yes, the Board does have an image problem. We're trying to do something about this. It's not easy. At the end of the day, we're a company with 15 employees and a seven-figure turnover which partly comes from public grants; that does bring with it a certain amount of boring stuff that needs to be done.

Now, there are certain skills the Board currently doesn't have and which (I think) it is quite important for the future of the sport that it should have. Two obvious ones are marketing and sponsorship. Judging from assorted Nopesport threads, and from what people tell me at association meetings and in car parks, a lot of people seem to think these topics - marketing our sport so that more people will want to do it; obtaining sponsorship so we can pay for more stuff without having to increase membership and levies - are quite important.

The current Board are honestly doing our best. The sponsorship consultancy that's going on at the moment (paid for in full by Sport England) has been enormously helpful, and looks like it may eventually deliver us some substantial amounts of additional income. But, being honest, none of the current Directors really know an awful lot about developing a marketing strategy or about negotiating major sponsorship agreements, and these are fairly difficult areas to bluff our way through.

It would be great if we had an election where the membership could choose between several orienteers who had relevant sponsorship expertise (or marketing expertise) to offer. But I think we have to be realistic.

That said, I do actually know a few orienteers who have this expertise, and when I've spoken to them, a couple have even seemed interested in being on the Board. But, when it comes down to it, some people simply don't like the idea of putting themselves forward for election. Even when I explain to them how easy it generally is to get elected, they still aren't keen on being voted on for what they see as an unpaid job. They are worried they are not "famous" enough within the sport, that they don't post on Nopesport enough, and in fact they would prefer to be interviewed by a panel, knowing they'll be judged on their skills and experience. (I'm not making this up; orienteers who would be much better Directors than I am have actually said this to me.)

Of course, it may still be the case that we can't find people with the skills we need from within orienteering. But would it be that much of a disaster to have a person who knew a lot about sports marketing but who wasn't an orienteer on the Board? It seems to me that that might be better than having a lot of orienteers on the Board trying to make decisions about sports marketing even though none of them really know anything about it.

I genuinely don't believe attracting candidates from outside the sport would be as difficult as some people suggest, bearing in mind that we would be able to advertise for people with specific skills to fill a specific role on the Board. This is particularly true in those areas where we are currently lacking, where I think there will be people out there willing to offer us their skills, expertise and ideas, and in return get a nice little boost to their own CVs. And yes, that does sound a bit mercenary, but we need to be pragmatic about it.

And at the end of the day, the majority of the Board will still be elected. If you think the Board has gone completely bonkers, you will still be able to put some alternative candidates up, vote them in instead and sort it out.

[Paul Frost]

I may be wrong (wouldn't be the first time), but wasn't there an empty seat at the board table after the last AGM and that the board had the power to co-opt someone during the year if it chose to?

So those people that want to do the job but don't want to stand for election could have just walked into the job.

Even if they couldn't be directors they could still provide advice and help to the board in a sort of consultancy role couldn't they?

[Spookster]

I may be wrong (wouldn't be the first time), but wasn't there an empty seat at the board table after the last AGM and that the board had the power to co-opt someone during the year if it chose to?

You are right. Our current Treasurer Bob Dredge has been co-opted onto the board, following the existence of a vacancy when Mike Forrest stood down. Article 28 allows the board to co-opt to fill vacancies.

[Scott]

I may be wrong (wouldn't be the first time), but wasn't there an empty seat at the board table after the last AGM and that the board had the power to co-opt someone during the year if it chose to?

So those people that want to do the job but don't want to stand for election could have just walked into the job.

Yes. What the Board did when co-opting a replacement for Mike Forrest last year was essentially the same process that is being proposed for Independent Directors: advertise for someone with a specific skill to fill a specific gap (last year this was to fill the role of Treasurer, which was an even more pressing gap than sponsorship or marketing), review applications, interview, appoint.

The result was that we were able to appoint someone who had an excellent set of skills for being Treasurer, and who (entirely by coincidence - we didn't take this into account at the time) would also have met the proposed criteria for an Independent Director, having not been involved in committees etc outside his club before. Which kind of shows that it can work.

[Big Jon]

no doubt being an independent director of a private company is a nice little earner but assuming the BOF board will remain unpaid it's difficult to see who's going to bother. also, of course, it requires a whole new architecture of appointments panels etc to occupy the staff and Board's time when they could be doing something useful

Read the new articles (or whatever they are called) passed last year - directors are allowed to be paid.

[Paul Frost]

So, it's already been happening and the current system allows for it.
Sounds like we don't need to change anything then. This has the advantage that we can do it when it is beneficial to the organisation, but don't have to do it just to met some target set by a third party.

[Scott]

There is, of course, an section in the articles to permit Directors to be paid, but it explicitly forbids the elected Directors from being paid, and it the proposal amends it so that paying independent Directors is also forbidden.

The new articles say:

22.5 For the avoidance of doubt, no payment shall be made by way of remuneration for services reasonably expected from an elected director

And the proposal for this year's AGM says:

22.5 For the avoidance of doubt, no payment shall be made by way of remuneration for services reasonably expected from an elected or independent director.

This rest of section 22 is required to allow us to pay the CEO, as I think we would struggle to find someone willing to do that job for free.

[Scott]

So, it's already been happening and the current system allows for it.
Sounds like we don't need to change anything then. This has the advantage that we can do it when it is beneficial to the organisation, but don't have to do it just to met some target set by a third party.

The current system allows us to advertise for and appoint people with vital skills, but only as long as there aren't people who don't have those vital skills but who want to be on the Board and who are more active about coming forward. That's not exactly a great system for ensuring the that the Board has necessary skills to function properly.

To put it another way, last year the Board could quite easily have ended up with a full complement of Directors, none of whom were willing and able to be Treasurer, and no ability to bring someone in to do the job. That's not really a great position to be in.

Having three out of nine non-exec Directors who are appointed to fill specific skills requirements allows us to ensure we have that necessary balance, without taking away overall control from the voting members.