Most people who have given feedback so far (not just the TFG) have very strong views.

These views are also very different: before the TFG meeting on November 21st there was very little consensus to start working with.

However, there is good awareness amongst most of the FICM Board that charity law and governance is not part of their professional skills (and why would it be?) - so people are keen to learn more, to enable good decision-making. Members of the TFG were pleased about the idea of a charity law and governance training session, specially tailored to FICM's needs.

Would you like to give feedback? click here

This is what I think I picked up about how people are feeling, as opposed to their views on technical questions like "this part of the new structure should be X and this should be Y".

Positivity of TFG members

The meeting itself, and the one-to-ones with Andrew and Ganesh beforehand were very positive. Every member of the TFG is energetic, and committed to getting CICM's structure and processes right.

Current frustrations and concerns

There was strong frustration is about the existing situation. This was in two main areas:

FICM Board meetings

This is causing concern in three ways.

1. These meetings are largely "transmit and receive". So it feels as though it's hard to make a difference if you are on the Board but not a Chair of the three main Committees. The meetings are not interesting.
2. There is a sense of "we were elected, but how do we serve the people who put us here?"
3. There is also insufficient clarity about who should be at both Open and Closed Board and who should only be at Open Board - is there a rule, or is it all ad hoc?

FICM Exec

This is causing concern in two ways.

1. it feels as though it has become the place where nearly all decisions are made, and
2. there is only a limited mandate for this. The Dean and Vice-Dean have been chosen by elected Members of Council. But - notwithstanding their hard work and everything they have achieved in these roles - the other clinicians on the FICM Exec are there because they were selected by whoever was the Dean at the time of the vacancy coming up - and the posts were not advertised.
3. This is probably frustrating for everybody. The Chairs have a huge workload, which may not be sustainable when FICM becomes CICM. And Council Members who are not on the Exec may feel excluded, and that there is no path to taking on more responsibility save standing for Dean or Vice-Dean.

The culture

The TFG noted that attitudes and culture will be a big part of CICM's eventual success, and this will be a challenge. However, the TFG is committed to recommending what they think is right, not just what they think can be most easily achieved.

Would you like to give feedback? click here

A lot of the feedback was focused on, or driven by, the current function of the FICM Exec.

However, I recommend that the function and composition of a group which keeps things moving between Board of Trustees and Council meetings is the last thing that we look at, not the first. To start with designing the Exec would be like the tail wagging the dog, or a small gear trying to turn the entire machine.

I suggest the following order of thinking:

1. Mythbusting - what can we reassure people about?
2. What is Council's role?
3. What is the Board of Trustees' role?
4. Who should be on Council, and who should be on the Board of Trustees? (this will need to be an iterative process)
5. Then and only then - what should the FICM Exec be reborn as? (What is it called? Who is part of it? What is delegated to it and what is not delegated to it? How transparent is it?)
   
   Would you like to give feedback? click here

Mythbusting

The main myth we need to bust is that things will just stay the same, but with a different name.

Council

There was consensus that Council should lead on the profession of intensive care medicine.

Note: there is nothing in the draft charitable objects/purposes which is not about intensive care medicine.

• In very plain English - something like "medicine and members"? or "the home of discussions and decisions on intensive care medicine and the clinicians working in it"?
• In slightly more formal English - something like "the body of the College focused on the practice of intensive care medicine as a profession, which includes the professional, clinical and educational functions of the College"?
• In formal legal terms, this could be expressed as "Council shall have oversight of all clinical, professional and health policy matters and may exercise such other functions as are delegated to it by the Board of Trustees, subject to any restrictions imposed by the governing documents"

The Board of Trustees

From Section 177 of the Charities Act 2011, the definition of the charity trustees is the "persons having the general control and management of the administration of the charity". (NB "administration" is not the same as "admin" like paying bills!)

A classic definition of a Board of Trustees is "the body of the College with legal responsibility for the general control, government and management of the administration of the College, its property and affairs."

The Trustees' responsibility is to further the College's charitable purposes.

There will sometimes be a need to approve or challenge something that comes from Council, and it will need to commission and approve the College's strategy. But its main agenda items will be based on holding staff (and others) to account for delivering the College's strategy, money, risk, governance and compliance, reputation, running the College, etc etc. It will also support Council if Council escalates something to the Board for their advice or agreement to resources.

Trustees and Council should not be acting in opposition to each other, fighting for control. They are both there to deliver the charitable objects.

Who should be on each body?

This is covered later in this summary of our meeting.

What should replace the FICM Exec?

This is covered later in the summary of our meeting

Would you like to give feedback? click here

Requirement to act within the law

The legal definition of trustee might feel counter-intuitive to many people. It is completely understandable the first, instinctive answer to the question "Who are the Trustees?" is "The people on the list of Trustees on the website" or "the people on the Board of Trustees" or "The people who the Charity Commission list as Trustees". We will have to be very careful to explain that the definition of a charity trustee is about what the individual does, and the influence they have.

It is rare, but not impossible, for an individual to meet the legal definition of a charity trustee and yet not be seen as a "proper Trustee". This might happen if someone leads or influences a substantial part of the work of the charity, or whose advice influences Board decision making.

This would create two risks:

1. the individual would have the duties and liabilities of a charity trustee, even if they were not aware that they were
2. transactions requiring trustee approval may be void if it turns out later that some charity trustees were not included in the vote

This will become relevant when we start to think about who should be on the Board of Trustees, and in particular, who should be there because of a role they hold.

Levels of fulfilment, and the ability to make a difference

It will be important to push the message that all bodies in the governance structure offer different opportunities and duties. The Board ofTrustees should not be designed as, or thought of, as any of the following:

1. the only people with power
2. the seat of power
3. where the real power is... or
4. the only place where you can make a difference

The Board of Trustees is different: not better or more fun or more satisfying or more impressive. Council and the Board of Trustees should have the same aim, which is to deliver the charitable objects. They just do it in different ways.

I can provide some example flowcharts showing how a few different decisions might get made within CICM, and who has what approval at each stage.

Would you like to give feedback? click here

Chairs - or other role-holders as ex officio Trustees

Before the meeting, there was strong feeling that there should be no automatic Trustee role for (for example) the Chairs of the main three Committees. This was partly based on a view that this would block other good candidates from Trusteeship, and partly because in the past, these Chair roles have been allocated by the Dean rather than voted in by their elected Council Member colleagues.

In the meeting, we discussed:

1. the legal definition of a charity trustee,
2. the current proposals to open Chair roles to all elected Council Members as a competitive process,
3. the possibility of having more elected Council Members on the Board of Trustees (ie not just "the great and the good")

We also noted that although it was easiest to talk about this topic using the example of the Chairs of the main Committees, as they exist in real life now, there might be other roles in the future whose holders could end up meeting the legal definition of a charity trustee.

Members of the TFG understandably wished to have more time to think about this, but felt (to different individual extents) that if these roles were awarded as part of a democratic process, and there was space on the Board for more varied voices, they might feel more comfortable with ex officio roles for Chairs / people in similar positions. The group also noted that some people might only want to be a Chair of a Committee but not a Trustee, which created a risk of reducing the pool of good people.

So, who might be on the Board of Trustees?

There was agreement that the following could be a starting point for discussions - only a starting point!

Ex officio roles

The President and Vice-President (noting that the VP should not automatically become the President)

Possibly, the Chairs of the main Committees - or other people in roles which might meet the definition of a charity trustee

Backbenchers, Awkward squad, Grit in the Oyster, Fresh voices

Three elected Members of Council could be elected by their peers to become Trustees. This could be anyone, whatever level they were at.

Their function would be to provide challenge and different views to the ex officio Trustees, who are likely to be further advanced in their careers and very networked.

Lay Trustees

Three Lay Trustees have already been appointed (Treasurer, Governance and Legal, and Communications)

Co-opted Trustees

There could be a power to co-opt up to three Trustees to fill a specific need for a specific time if this was not met by the current Trustees at any time. This is only a power, not a requirement.

This would be eleven/twelve steady members of the Board of Trustees, with extra co-opts if they were needed.

Would you like to give feedback? click here

Are there any other groups of people who should be Trustees?

There are several cohorts within likely CICM membership, some of whom may be candidates for a reserved place on the Board. For example, Residents, Recently Appointed Consultants, SAS doctors, pharmacists, overseas members, etc etc. The group's very early views were that it would be impossible to choose one or two from this list, and there wasn't room on the Board for all of them. It is likely that the contribution and influence of any representatives of these cohorts is better placed in Council.

Would you like to give feedback? click here

Who should be on Council?

The group agreed that there was more than one driver of Council composition, in particular:

1. Who: individuals elected by the Membership or cohorts of the Membership
2. .....Particular cohorts of Membership high up the list for thinking about are: the devolved nations, Residents, Recently Appointed Consultants. There will be more - SAS doctors? Nurses? Pharmacists? Overseas Members?
3. Who: people who are not Members but who are brought in because of their roles. We should not automatically say that co-opts who haven't been for ages should be taken off the list: instead, we should make CICM Council a more rewarding and interesting place to be.
4. How many: 1) Council can be bigger than the Board of Trustees. It needs to have voices from the whole profession, and it does not have the sort of discussions (eg three hours on VAT, HR and estates) that require a smaller group. 2) there should be enough elected Members that if - and this is a big if - the early suggestion for the Board of Trustees composition is accepted, those elected Council Members who are not Trustees are not just a few people feeling left out. This may require there to be more elected Council Members.

Would you like to give feedback? click here

What will take the place of the FICM Exec?

There was broad agreement that:

1. Although there is a need for some sort of group to pick up and move on work that comes into the College between Council and Trustee Board meetings, it cannot just be the same as it is now.
2. A good starting place might be:
1. it should not be called the Exec
2. it could be a sounding board for the CEO (and for anyone with a big idea that they are nervous about sharing with the whole Board/Council)
3. it could be a group which triages the College's inbox, deciding what goes to staff, what goes to a Committee, what could be dealt with by Council/Board by correspondence, what goes to a scheduled Council/Board meeting, and what needs a Council/Board meeting to be called specially.
4. it should have a Scheme of Delegation agreed by Council and the Board, to cover what does not fit into the list above

The TFG also thought there might need to be more Council meetings in a year, especially if the "new Exec" was taking fewer decisions. They welcomed this, and would like to feel less rushed and that they could build better relationships with fellow Council Members.

Would you like to give feedback? click here

Context

There wasn't time to get through everything in the one-to-ones or in the main meeting, and members of the TFG had already done a lot of thinking and grasping new topics. In later meetings, as well as what's mentioned above, we will need to pick up on:

1. Who should be Chair of Trustees: the President or a specially recruited Lay Trustee?
2. Term lengths, especially the complexity of intertwined Council and Board of Trustee terms
3. Managing the interplay between an individual's Trustee role and their role on Council (eg what happens if one ends but not the other?)
4. Quora in Council and Trustee meetings
5. Max / min numbers of Trustees
6. Majorities required for different sorts of decisions in Trustee meetings, casting votes
7. Making decisions between meetings
8. Removing a Trustee from office

Would you like to give feedback? click here

You know how this works now...if you haven't already given feedback then....

Click/tap the orange button.

There is a named section for every member of the Task and Finish Group.

Please add your questions and feedback in your section, and only your section!

Thank you for getting to the end of this page. I know it was a long read.