• Meeting 4, Feb 11th 2026

    We are now cantering towards the end

  • Summary of Meeting 4

    Meeting 4 was so straightforward that the notes are minimal - I've written a summary right here, rather than needing a separate page.

    Main reflection: this was a very helpful and straightfoward meeting, with broad agreement on everything. The hard work is done - thank you very much.

    Here are the notes.

    Council

    1. Council composition
      1. Agreed that we would recommend a provision to enable an elected Council Member from England in the unlikely event that all successful candidates were from the devolved nations.
      2. Agreed to ask the FICM Board to decide if the Chair of SSUAG should be ex officio on Council or not.
      3. Agreed everything else set out below
      4. Noted that our current recommendation for Council is impressively small.
    2. Review of how Council is working - agreed that CICM should do this after a year
    3. Council meetings: timing and frequency, and how they "feel"
      1. Our main agreement was that this didn't have to be set in stone right now. We can suggest a starting point, and then the President and the Secretariat make the final decisions over the next year. Our starting point suggestion is as follows.
      2. Three Council-only meetings a year, three Board of Trustees-only meetings a year, and one extra for each which is joint and combined with a Strategy Day/Afternoon
      3. It would make sense for Council to be at least a couple of weeks before the Board meetings, so that Council can feed into the Board
      4. Noted that Council shouldn't be having to go to the Board every time it wanted to spend £3.50: there would need to be a business plan underpinning the strategic aims, and that business plan would have a budget.
      5. Everything else set out below was agreed.... and in particular: this will only work if Council meetings are focused on discussions and decision-making, with less passive receiving of information.

    4. What does Council lead on?

    1. Agreed that the examples below were helpful in offering reassurance that Council will have substantial authority, noting the Board's responsibliity to look after the charity as a whole. (thank you again for the examples, everyone)

    5. How would someone be removed from Council?

    1. Agreed the recommendations below with one significant change: that for now, the Member right to remove Trustees (this derives from statute and can't be removed, not that anyone has requested this) should not be extended to Members being able to directly remove elected Council Members.
    2. We also agreed that if someone's Trustee role is ended (eg they are removed) their Council term will also end.

    Members' rights from the Companies Act 2006

    Agreed the recommendations below, in particular that 5% of Members eligible to vote would be needed to requisition an EGM or to place an agenda item on an already scheduled meeting, and that the quorum for a General Meeting would be 40 people (including proxy voters). For the avoidance of doubt, elected Council Members do count towards the quorum.

  • MEETING 4 MATERIALS

    Introduction

    In this meeting, we will finalise our proposals on Council - with the caveat that the TFG does not always have strong views one way or another on who should have what role.

    We will also think about how the Companies Act 2006 will drive the design of Members' meetings (ie AGMs and EGMs), Member rights and how (although this is unlikely) Members can make decisions between AGMs.

    Onto the detail!


    Council

    We need to think about and hopefully settle on...

    1. Who is elected and who is co-opted
    2. When Council should be reviewed to see if it's working (in terms of Who Does What)
    3. How often it meets, how much is real life and how much is hybrid, and what the meetings should "feel like"
    4. Some examples of topics and decisions that Council would lead on
    5. Awkward bits - in what circumstances should someone be removed from Council?

    Member meetings (ie AGMs and EGMs)

    We will be mainly guided by the Companies Act 2006 here, which is great, as it means the work is easier. This will be Section 6 below.

  • 1 and 2

    Final proposal - CICM Council

    Purpose

    Council will have oversight of all clinical, professional and health policy matters

    Composition: see below. This is based on:

    • Discussions with the TFG and feedback from the Board and staff.
    • An assumption that the Board of Trustees will include eight elected Members of Council (P, VP, four Chairs, two Elected Council Member Trustees) and that these people should not outnumber elected Members of Council who are not on the Board.

    The proposal below would create a Council of 24 people. This is smaller than many other Councils, so the FICM Board could add a few roles if they wished to.

    Elected Members of Council should review the operation of the CICM Council after a year.

    Elected by

    Members

    12 consultants

    Two Resident Doctors, who will then be Co-Chairs of the IiT Sub-Committee

    One consultant to represent each of Scotland, Wales and Northern Ireland (ie three in total)

    = 17 people, all consultants except the Resident Doctors

    Update - we could add the power to create a place for an England-based ECM if every place mentioned above was filled with people from devolved nations. AGREED AT TFG 4

    We want to keep the proportion of Council Members who are Trustees to Council Members who are not Trustees sensible - we don't want a situation where only a few elected Council Members are not Trustees, feeling left out - nor a situation where the Board of Trustees does not have a substantial majority of Council Members.

    Co-opted or ex officio

    • Critical Care Pharmacy
    • ACCP (Advanced Critical Care Practitioners)
    • PCCS (Paediatric Critical Care Society)
    • Lay rep
    • Defence rep
    • President of the ICS
    • Chair of SSUAG (??) - but consider that they already feed in through another Committee

    UPDATE, agreed at TFG 4 - FICM Board will be asked to decide if the Chair of SSUAG needs to be on Council ex officio, or will report through CRW.

    Assumption: Education will become a main policy Committee in its right, and therefore its Chair will come from elected Council Members and is not mentioned in this list.

    Note 1 - If the Chair of LEPU is not an elected Council Member, they will sometimes need to be present at Council to report directly rather than through PAS, if there is a particularly complex legal issue to present.

    UPDATE

    Note 2 - CCLF is considering a proposal that the CCLF Chair will be an elected Member of the CICM Council from now on. If this is accepted, then the CCLF Chair will be on Council but not as an ex officio or co-opted position. NOTED AT MEETING 4

    = 7 people

    No / Not now

    • National Clinical Director for Critical and Perioperative Care - because this is England only, and because they will not be needed or be able to contribute to most items of most meetings.
    • Overseas rep (not enough overseas members at the moment)
    • Nurses (not enough nurse members at the moment)
    • RACs (no desire from the group to make this a specific category - of course, they are not barred from standing)
    • Chair of FFICM - because they will feed in via TAQ
    • Lead RA - because they feed in via another route
    • CCLF Chair as an ex officio post

  • 3

    How Council Manages itself

    I've set out some thoughts below on practical details.

    Frequency and timing

    Six meetings a year - to enable more discussion and decision-making. UPDATE - we now suggest three normal meetings, and one joint with the Board - total four.

    How long....

    1. Two hours?
    2. Two and a half hours?
    3. Three hours? UPDATE - as long as is needed! Three hours probably best, if there are only four meetings a year. As Pete says, a 2.5 hr meeting will need a teabreak, which makes it just two hours!

    Lining up with the Board:

    1. Two weeks before the Board, or
    2. Two weeks after the Board, or
    3. Same day/consecutive days?
      update - staff have said that the same day would be hard to manage. Agreed at TFG 4 that before the Board would be good, to enable the Board to consider Council's recommendations and requests

    Real life / online

    It should be possible to attend all Council meetings in person or virtually, but two a year should be especially prioritising physical attendance.

    This is to help people get to know each other better.

    Obviously, it would be good to line these up with other meetings (Board / Committees), to reduce people's travel.

    One could perhaps link to an annual Strategy Meeting, if this is something that CICM would like to do.

    Feel

    The meetings should operate on an understanding that Council Members will read papers in advance, and if possible, ask questions in advance so that staff can prepare answers.

    Submissions to Council (papers, presentations, etc) should be clear about the request to Council - eg to accept a recommendation, to choose from options, or to engage in a discussion that answers questions and enables progress on the issue in question.

    Most of the time in the meeting should be spent discussing whatever the request is, rather than receiving reports - but of course, sometimes, a presentation is needed in order to support decision-making.

    Voting

    Although we had originally discussed that all Members of Council could vote on all agenda items unless they were about CICM Membership issues, I now think it would be much simpler if only elected Members of Council can vote.

  • 4

    Some examples of what Council would lead on,

    with the expectation that the Board would agree

    The specialty

    UPDATED IDEAS (thank you!)

    Interaction with stakeholders to achieve common goals. We also get asked to represent FICM by other stakeholders e.g. RCPCH and will now in likelihood, be invited more formally by the RCoA

    Workforce planning in terms of liaison with Government.

    Representing the profession at Gov't level, interactions with devolved nations, AoMRC, Scottish Academy etc.

    Implications of proposed healthcare policy on ICM

    safety standards eg GPICS v3

    Transfer guidelines, usually in collaboration with other stakeholders eg ICS and SICS.

    End of life care guideline is soon to be revised

    The profession

    UPDATED IDEAS (thank you!)

    Exams - currently the governance structure for changes to FFICM has RCoA council at the top

    Larger CPD proposals e.g meetings collaboration with other stakeholders

    Membership

    Nearly all disciplinary decisions (eg about removing a Member for some reason)

  • and some examples of where Council would lead,

    but the Board would have to discuss Council's recommendation

    The specialty

    Policy position on assisted dying

    Policy position on industrial action involving Members

    The profession

    Significant reduction in exam fees or exam pass grades

    Offering exams in other countries (or does this happen already?)

    Membership

    Controversial decision about removing a Member - eg something that might affect the College's reputation

  • 5

    Situations in which an elected Council Member's term would end early

    The blue text below is taken this from the RCoA Ordinances, as this section was drafted by specialist charity lawyers only a few years ago. A few points to note:

    1. As CICM is a company, the Members will always have the right in company law to remove the Trustees - this comes from the Companies Act 2006. However, they won't automatically have the right to remove elected Council Members, so the text below provides this, so that Members feel empowered. But you don't have to have it. UPDATE - we agreed not to, at TFG 4
    2. The text also gives this power to the Board of Trustees, so that they could remove an elected Council Member, but only if it was in the best interests of the College. This would give a route to elected Council Members to request the Board to consider this.
    3. We could also add a rule that if an elected Council Member is a Trustee and is disqualified as a Trustee by the Charity Commission, or as a company director by the courts, their elected Council Member term will also end. Similarly, if the person is not a Trustee but would have been disqualified if they had been, their elected Council Member term will end. UPDATE - we also agreed that if a person's Trusteeship is ended, so is their Council term

    The situations are as follows:

    If they...

    • resign by notice to the Council in writing;
    • cease to be a Member of the College;
    • are incapable, whether mentally or physically, of managing their own affairs;
    • are removed from office by a resolution of the Trustees, such removal to be in the interests of the College, after inviting the views of the Council Member concerned and considering the matter in the light of any such views;
    • UPDATE - we agreed to take this one out at TFG 4- are removed from office by a resolution of the Members passed at a General Meeting by a simple majority of voting members voting, in person or by proxy,
    • die.

    UPDATE - This is no longer relevant as we decided not to extend this right to Members Detail of how Members would remove a Council Member (to demonstrate that it's not easy, and highly unlikely to be used to make a point, or to be vindictive)

    1. A resolution to remove a Council Member under the Articles must have the support of [anything up to 5%] of voting members and must be sent to the College's principal office together with:
      1. the name of the Council Member the members propose to remove and the reasons for the proposed removal;
      2. the names and membership numbers of the members who support the proposal; and
      3. a request to requisition a General Meeting in accordance the Articles, at which meeting the members wish the proposed resolution to be considered.
    2. Any resolution by the members to remove a Council Member may not be passed in writing, but must be considered at a General Meeting at which the Council Member concerned has been invited to give their views and the matter must be considered in the light of any such views.

  • 6
    Member meetings and rights etc, from the Companies Act

    CICM will be a charitable company, and so the most straightforward way of deciding how to manage AGMs and EGMs and Members' rights about making decisions is just to use the provisions in the Companies Act 2006 (and also variations and additions that have become normal with technology changes, eg being able to hold entirely online meetings)

    Note

    AGM = Annual General Meeting

    EGM = Extraordinary General Meeting (not Emergency!) -

    these are called to discuss something that cannot wait for the next AGM

    There must be an AGM, no later than 15 months after the previous one

    The 15 months gives flexibility if there is a problem of some kind.

    Members have one vote each at AGMs and EGMs

    We can seek legal advice on excluding specific agenda items that apply only to particular cohorts

    AGMs and EGMs can be real life, hybrid, or totally online

    This will give CICM flexibility

    Members are entitled to 21 days' notice of the AGM, and 14 days' notice of an EGM

    In practice, CICM is likely to give Members much more notice than this, as it will want good attendance.

    Members can requisition a General Meeting (ie Members can force Trustees to call an EGM)

    This requires a certain percentage of Members to get together and do this. The Companies Act allows flexibility up to 5% of the Membership, so we could go for 5% to limit vexatious attempts at requisitions. With social media, getting 5% would be much easier than it was when the Companies Act was passed in 2006!

    Members can also require an item to be placed on the agenda of an AGM or EGM that is already organised - see above

    The Companies Act gives the Trustees power to decide that a request is vexatious and therefore not call a meeting, but they have to make this decision reasonably: they couldn't just refuse because they didn't like it.

    Members can vote by proxy if they cannot or do not wish to attend an AGM or EGM

    This doesn't mean that the AGM or EGM will be full of strangers who are Members' proxies: a Member can exercise a proxy vote simply by emailing or using a unique voting link to register their vote ahead of the meeting.

    If they decide that they do wish to attend the meeting after all, they can withdraw their proxy vote and vote at the meeting. Obviously, they don't get a double vote!

    Members can remove a Trustee

    This is only possible at an actual meeting: they can't do it using online voting between meetings.

    Only Members can approve changes to the Articles, and only Members can approve who the Auditors are

    The former is why it's important to get the Articles as right as possible first time, and to put the fine detail in Regulations or Bye-laws.

    CICM can ask Members to vote on something outside an AGM/EGM...

    BUT!

    This is very, very rarely used because the denominator of the fraction used to determine whether or not there is the required majority is the entirety of the voting Membership - at an AGM or EGM it's only the people who are eligible to vote who are actually there (including online) and any proxies.

    So it's almost impossible to get a majority because most people just won't respond.

    You can choose the quorum for an AGM or EGM

    We need to balance the quorum being too big, meaning that you might not get enough people - and so small that it's easy to be taken over by a pressure group.

    I think we should ask staff about normal attendance. As a starting point, 40 feels about right. Trustees and elected Council Members count towards the quorum.

  • Feedback for Meeting 4

    Please tell me what you think (or just email me, or call me, or we can fix up a Teams) - especially if you have any preferred options.

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