Notes and reflections from Meeting 2

Summary - this was a great meeting. Everyone was there, and it was very positive and constructive. I think we have really moved on. Thank you very much for all your hard work.

The notes are below - as always, please feel very warmly invited to send corrections and additions.

What will replace Exec?

The TFG supported the concept of a "Triage Group", noting that there might be better names - maybe something like Support Group? Admin Group? Check-in group? Keep-in-touch Group? And perhaps calling it a meeting or function, rather than a group.

This would be what replaced the current Exec.

Lower down this page, there is an updated version of the diagram showing where it sits, and its proposed functions and membership. As agreed, I have removed the reference to inviting other people and people attending if they are interested.

The TFG felt that this group could be a very positive way of making sure that College business carried on between Council and Trustee meetings while maintaining transparency in general, and clarity of roles in particular.

A quick thought about terms of office

We noted that a common (and probably sensible) term of office for Council Members, Trustees and Committee Chairs alike is three years. A person is usually eligible to stand for a second term as a Council Member or Trustee. Extensions to terms are usually granted in situations like the following: an elected Member of Council has served for two years and successfully stands to be a Trustee. In that case, they would get a three-year extension to their Council term to enable them to serve a full Trustee term.

This is fiendishly complex, and we'll need to do a lot more work here.

Who should be on Council and how should they get there?

I have updated the proposal - scroll down to see how I have attempted to summarise our discussions. We noted that Council could evolve over the next few years: it doesn't have to be irrevocably agreed by July. We could put minimum "standards" in the Articles eg "at least X people in Y roles elected by the Membership", and then the Articles could refer to the Regulations for further detail, particularly on co-opted or ex officio roles. It will be much easier to amend the Regulations than it will be to amend the Articles, particularly when CICM moves to the stage where members transfer from the RCoA and other bodies to CICM.

We also noted that Education is highly likely to move out of TAQ and become a main policy Committee, ie one which plays a substantial part in furthering the charitable purposes in its own right. Members of the TFG were supportive of this.

We talked about keeping Council a manageable size. We have already noted in previous meetings that Council can be much bigger than the Trustees, as it does not have to make decisions about topics that require detailed discussions in smaller group, eg tax, finance, HR, compliance etc. It is also right that Council is the place for many voices, to bring in expertise on all elements of the specialty. However, obviously it can't grow infinitely large...I suggest that anything under 30 is doing well, and our current proposals definitely meet that goal.

I welcome any and all feedback.

Board of Trustees, and in particular, Chairs of the main policy Committees

We are nearly there - at least, we are nearly there in terms narrowing down options, even if we don't have one single option that everyone is happy with. I think we are all agreed on the President, Vice-President, Lay Trustees and the possibility of Trustees recruited for a specific time period if particular skills were needed. So all that remains is "Who else from Council is on the Board?".

(note: we agreed that we did not want to recommend electing to the Trustees directly from the Membership, with successful candidates being Trustees

but not on Council. )

Mishcon de Reya's and my recommendation that Chairs of the main policy Committees should also be Trustees was based on an assumption that these Chairs would be elected by Council, and that those votes would be cast in the knowledge that the successful candidate would join the Board. As noted yesterday, I'm sorry that the election part of this wasn't clear enough in the pre-read: I thought it was something we all already had in our minds, but I was obviously wrong.

I also want to re-emphasise that there is very little consistency across medical Colleges here, especially as not all Colleges make it easy to see who does what, and there are often different job titles for similar roles. There definitely isn't a clear enough pattern across other Colleges to say "everyone else does this", which is why we haven't made any such statement - and anyway, even if there was a pattern, it is still your choice about what is best for CICM.

The advice from Chris and me is based partly on charity governance principles and charity law and partly on our view about what will be easiest and most pragmatic for a brand-new charity with limited staff resources: nothing else.

So, I think this probably comes down to two main options now, which are:

Option A

1. Chairs are elected by elected Council Members, or chosen by a Nominations Committee after an open advert to all elected Council Members (up to FICM/CICM to decide which method - but please note that even a small Nominations Committee needs a few warm bodies from inside Council and/or will need people from outside Council - this in itself can be a sensitive choice, and means that with a small body of elected Members we might run out of unconflicted people!)
2. These people are not automatically Trustees. There is no link at all between the roles. The College manages the risk and extra admin/resource needs this will create (set out below)
3. The Chairs can apply to be Trustees, but their term as a Trustee is highly unlikely to line up with their term as a Chair, meaning that either their Council term is extended even longer or there is never a space on the Board.
4. (Note: whichever option is chosen, the Trustees will be able to remove someone from their role as a Chair or as a Trustee if they are performing poorly. This could be at Council's request. )
5. The Board of Trustees would be as follows:

President and VP

Three Lay Trustees

Four to eight Trustees who are elected Council Members, elected to the Board by elected Council Members

(If needed, up to three Trustees recruited for particular skills for a specific time period)

Total: 9 to 13 in steady state. This would be impressively small for a medical College.

Risks and admin / resource needs that will need to be managed

(please note that none of these are deal-breakers, but it is important to be aware of the downsides as well as the upsides.)

1. The Chairs should be at Board meetings anyway, to advise Trustees, answer questions contribute to discussions - either there for the whole thing or called in and out where relevant. The first will create a risk that the Chairs will "accidentally" be charity trustees in law anyway, if they are deemed to meet the S177 definition in the Charities Act. The second feels like it would be disjointed and not a good use of the Chairs' time. It will also be harder to meet Charity Commission, Charity Governance Code and the new Charity SORP requirements for clear lines of accountability and decision-making.
2. To meet Charity Governance Code requirements, each main Committee should include a Trustee - if this Trustee is not the Chair, the College will need to manage this awkwardness (ie for each main Committee, there will be a Trustee from the Committee who is not the Chair, and a Chair who is not a Trustee) at Board meetings and ensure that there are clear lines of communication and accountability
3. If a Chair successfully also stands as a Trustee, their term of office without needing to go back to the Membership for an election will be extended for another three years, to enable them to do a full Trustee term. The minutes of Board meetings may need to be clear at all times whether the person is speaking in their role as a Chair or as a Trustee (I will check this).
4. The Chairs will almost definitely need a regular meeting if they are not regularly all together at the Trustee meetings - this will then require ToRs, staff support etc. Again, the College will also need to be vigilant about the Chairs not slipping into S177 definition.
5. This is a very nuanced point, but the College will also need to be careful about the balance between the best interests of the Charity (which should drive every decision) and the desire to help Council Members to feel fulfilled. There is definitely some overlap here, because an enjoyable Council will attract good people, but it would be advisable to be confident about justifying the extra risk and admin.

Reasons for Option A - the view of some members of the TFG is that this would be more democratic, and would offer opportunities to more Council Members, spreading the workload more evenly and bringing different skills to the Board. It would also remove the risk of losing a good candidate because they did not want to be a Trustee and a Chair.

NB I've said "some" because I thought I picked up at the end of the meeting that some people still weren't sure.

Option B

1. Chairs are elected by elected Council Members after an open advert to all elected Council Members, setting out the skills and experience required. Candidates must provide a statement explaining how they meet these requirements. This will be made available to elected Members of Council, who will then vote. This could be on an STV basis, and would be online, not at a meeting. Council will be required, by its Terms of Reference, to vote in the best interests of the College and not on a popularity basis.
2. These people will be automatically Trustees (ex officio Trustees), with a three year term covering both roles.
3. (Note - as above, the Trustees will (as above) be able to remove someone from their role if they are performing poorly. This could be at Council's request.
4. The Board would then be as set out below:

President and VP

Three Lay Trustees

Four Chairs (CRW, TAQ, PAS and probably Education), elected to these roles and also to the Board by elected Council Members

Four Trustees who are elected Council Members, elected to the Board by elected Council Members

(If needed, up to three Trustees recruited for particular skills for a particular time)

Total: 9 to 13 in steady state. As above, this would be impressively small for a medical College.

Reasons for Option B - these are set out below, and are unchanged since they were provided before the meeting.

Please let me know your final (or at least temporarily final) view on Option A or Option B or any other Option you think of - there is a Feedback link below.

Should the President of Council and the Chair of the Trustees be the same person?

We have agreement: yes, they should.

The reasons are set out below and are also unchanged.

What is the quorum for a Trustee meeting, and what constitutes a majority?

We have agreement: the TFG accepted the recommendations set out for the meeting

Next steps

1. Lucy to write notes
2. Members of the TFG to give feedback on the notes, and on the Chairs question
3. Lucy to provide a summary to the Exec to ask for feedback - please note this is not asking for approval!
4. Lucy to provide a similar summary to the FICM Board for the January 21 meeting
   

Thank you again for all your hard work.