NTS Report 4 Aug 2010 - National Trust for Scotland

12
Recommendations on Governance 3
R16: The Review recommends that the President remains a
Trustee until such time as the office is reconsidered in new
legislation.
The NTS founding legislation requires the President to be a
Trustee and can be changed only by Parliament. On revision of
the Acts, the Trust may wish to revise this requirement so that he
or she is no longer party to Board decisions and can, in
consequence, have an impartial role in the charity’s affairs.
In the meantime, the President will act as ambassador and
guardian of NTS corporate memory, and will continue to be
elected at, and chair, the Trust’s AGM.
R 17: The Review recommends that the Vice-Presidents are
appointed in an honorary capacity.
Pending revision of the NTS legislation, this recommendation
makes clear that Vice-Presidents hold an honorary position and
are not members of the Board of Trustees. They will continue to
be elected at the AGM, ideally from a wide geographical
background, and will carry out ambassadorial functions.
R18: The Review recommends that new Trustees should publish
a code of NTS Good Governance.
Details are given opposite on page 13.
It will be for the new Board to determine its own working
practices, but it appears to the Steering Group that around eight
meetings per year will be appropriate. The key issue is that
Trustees should concentrate on strategic objectives and not stray
into operational matters or attempt to micro-manage the charity.
The job of the Leadership Team is to run the organisation’s dayto-day
operations. The role of the Board is to encourage, warn
and advise the Chief Executive in the delivery of objectives.
Trustees should expect to commit around 20 days per year to
their role. After election, they should go through a planned
induction process which should be extended to cover
conservation as well as governance and finance. There should
also be periodic review meetings during which Trustees discuss
with the Chairman their contribution to the Trust.
R19: The Review recommends that the Trustees should be
assisted in their work by three Standing Committees: Audit,
Investment and Nominations.
The Audit Committee should monitor and analyse the
robustness of the Trust’s financial recording and reporting
systems and review its internal controls, risk management
measures and internal audit function. The Committee should
consist of at least three Trustees (one of them its Chair) and two
external members.
The Investment Committee should provide advice and
direction on all financial investments made by or on behalf of
the Trust. The Committee should consist of up to a dozen
members, the majority of them external experts with a strong
background in investment. The Committee should be chaired by
a Trustee.
The Nominations Committee should continue to be charged
with ensuring that the Trust adopts open and transparent
processes in filling vacancies within the Trust’s governance.
After the establishment of the new Board, the Committee should
identify and recommend candidates to the membership for the
future election of Trustees. Details of criteria and the
assessment process should be made freely available.
There should be five members of the Nominations Committee :
three Trustees and two external appointments. The Committee
should be chaired by an independent external appointee, with
members serving a single 4-year term. The two external
members of the Committee should be appointed by the Board.
The Review does not recommend the establishment of a Finance
Committee. The necessary experience of financial management
should be secured within the Board of Trustees itself. In the
event of external advice being required, this can be obtained by
the Chair on an ad hoc basis.
The Review does not see the need for a Remuneration
Committee. Given the reduction in governance, it believes the
salary and conditions of senior managers can be determined in
discussions between the Chair and the Trustees.
The Review stresses that the work of the Standing Committees is
advisory and that only the Board is responsible for the general
control and administration of the charity.
R20: The Review recommends that the Conservation and
Regional Panels continue in an advisory capacity, pending a
reconsideration of their effectiveness by the Trustees.
During the consultation process, the Review received mixed
responses on Panels. Some were seen as excellent and essential,
others as having no particularly effective role. There was also
wide variation in working practice and regularity of meetings.
In addition, problems were reported on the capacity of staff to
service the Panels adequately.
On balance, we believe that the range of specialists available
through the Panel system should be maintained – as a source of
expertise and advice for Trust staff. It should be made clear that
the Panels are not part of Trust governance.
It is essential that Panels are fit-for-purpose and meet specific
organisational needs. Their membership, terms of reference and
ways of working should be reviewed after the new Board is
elected and then every three years.
It may be then that Trustees will wish to view the Panels as a
flexible ‘pool’ of advisers whose expertise the Trust can draw on
from time to time as corporate needs require.