NTS Report 4 Aug 2010 - National Trust for Scotland

9
Revived Governance sets Strategic Direction
Sometimes organisations have to experience crisis and criticism
before they are ready for radical reform.
Throughout the public forums conducted by the Review, there
was general agreement that the current dual system of
governance has to end. There was less certainty on how.
The current Board numbers 14, composed of ten non-executives
and four staff directors. Following the Mackay review, the
Board was “specifically entrusted with the active operational
management of the Trust in all its aspects”.
That still left the Council with a valid interest in strategic
direction and whether it was being followed day by day.
The Council consists of 50 people elected by the membership
and a further 35 who represent external organisations with
broadly comparable heritage and environmental interests. In
addition, more than 100 people are engaged in standing
committees and panels.
There is no great certainty about who, in practice, are trustees for
purposes of the Charities and Trustee Investment (Scotland) Act
2005. This defines the role of a charity trustee as having
responsibility for “the general control and management of the
administration of the charity”.
There are other anomalies. The Audit and Risk Management
Committee reports, for example, to the Council – which, in
theory, has no operational responsibilities – and not to the
Board. This clearly empowers the former to address all sorts of
issues, and the latter to take the view that risks have already been
assessed elsewhere.
This overlap of responsibilities has led Council members to
complain to the Review that Board papers have been withheld
from them or have been delayed beyond the point when they
could make their views known. And inevitably staff,
particularly those who are Trustees, are drawn into internal
political processes whether they want to or not.
The Review has consulted widely with charity regulators and
auditors on the best way ahead.
It has reached a clear and unanimous view that the dual
governance structures of the Trust having both a Board and a
Council have to end. They engender duplication and delay,
uncertainty and friction. They are inappropriate for 21 st century
Scotland.
In the following pages the Review outlines its recommendations
for a new governance structure, with a maximum of 15 Trustees.
This, we believe, is the Fulcrum of Change needed to revitalise
NTS and give it a sense of strategic direction.
What You Said:
• “I don’t know what the difference is between the Board
and Council.” (An NTS manager)
• “The governance is dysfunctional. There is a pervasive
mindset among staff and those on the Board and Council
that personal and sectional interests are more important
than the interests of NTS as a whole.” (A Council
member)
• “Council should be abolished and the Trust run by a
Board of ten or twelve.” (A Members’ Centre Chairman)
• “Too much of our time goes on serving governance
structures and not enough on doing our job.” (A staff
member)
• “Why should I put money into NTS if they are all
chasing each others’ tails? I want to, but I can’t until they
are clear where they are going, and why.” (A major
funder)
• “You cannot have a Cabinet without a Parliament. Yes,
there should be a small executive but there have to be
people around to keep an eye on it.” (A representative
member)
• “The sad thing is that staff have to develop political
skills as they negotiate their way between the Board and
the Council.” (A former Board member)
What Others Do
• The average number of trustees on the Boards of
Scottish charities is thirteen.
• A recent study for the Office of the Scottish Charity
Regulator found the optimum number of Trustees to be
between eight and sixteen.
• “Between ten and fifteen Trustees is the size at which
the right mix of skills can be balanced with the number
required for efficient decision-making.” (Baker Tilly, the
number one UK charity auditor)
Future
of
NTS
Review
of
NTS
Revived NTS Governance
• “The Trustee body should be large enough to include
the skills and experience needed to run the charity
effectively, but small enough to allow effective discussion
and decision-making.” (The Charity Commission)
• “Charities have to pass the ‘Ronseal’ test – to
demonstrate they they do exactly what it says on the
tin.” (Charles Neil, Chair of the Charities Finance
Directors Committee)