Governance Task and Finish Group
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Task and Finish Group - your role
Andrew, Ganesh, Monika, Peter and Tacqua
Thank you for agreeing to be part of the Governance Task and Finish Group (TFG).
You will be an adviser and a sounding board, enabling FICM's solicitors and governance adviser (Chris and Izzy from Mishcon, and me, Lucy Devine) to test and improve proposals before presenting any options to the FICM Board as a whole.
Our first meeting will focus mainly on the CICM Board of Trustees and a little bit on Council: who should hold which role, how long terms are, how people get elected or appointed, and how terms might end before the expected time. Please feel comfortable - it's fine if you don't all agree with each other - recommendations don't have to be unanimous.
There is a LOT to do! There are literally hundreds of decisions to make, and there obviously isn't enough time to do this one by one in the three or four TFG meetings we are likely to have before the FICM Board meeting in April.
So for (I hope!) non-controversial topics, I will recommend proposals that are standard practice in a Medical College which is a charitable company, and/or what I think will work well for you. Please read through these in advance of our meetings, and let me know if you have any concerns or questions. These will be at the top of each of the relevant pages in this website.
Our discussions in meetings will focus on the more challenging topics, where we need to talk through different options and their advantages and disadvantages. I will set these out separately, and explain why I think they require more time.
Very quick refresher: Charity law and regulation - please read this
Understanding the role and duties of Trustees will be essential for making recommendations about governance in CICM, so here is a quick refresher.
The first thing to note is that being a Trustee is an active role. Trustees must do their best to further the College's charitable purposes.
The definition of a Trustee
First, a charity trustee is a functional position (ie whether or not a person is a trustee depends on what they do, not how they are described). The statutory definition of a “charity trustee” is in s.177 of the Charities Act 2011, ie any person who has “the general control and management of the administration of a charity.”
The role of a Trustee
Being a Trustee carries serious responsibilities and liabilities. Trustees are subject to the legal and regulatory requirements imposed by charity law, set out below.
They must satisfy the six key duties of charity trustees:
(a) Complying with the law and the College's governing documents
Trustees will be under a duty to ensure that the College complies with its Articles of Association and any documents which sit under this.
(b) Ensuring that the College is carrying out its purposes for the public benefit
Trustees must ensure that they only spend the College's funds on its charitable purposes . Spending the College's funds on the wrong purposes, or in a way that provides a private benefit to individuals or non-charitable organisations which is more than merely incidental, is a breach of duty and could, in extreme situations, result in the Trustees being personally liable to reimburse the College for any loss suffered.
(c) Always acting in the College's best interests
Trustees owe a fiduciary obligation of undivided loyalty to the charity’s objects . As charity trustees, they are in a position of trust and confidence and must act on behalf of the College and its beneficiaries.
(d) Managing the College's resources responsibly
Trustees must act responsibly, reasonably and honestly at all times, exercising sound judgement in respect of the College and its assets. They must avoid exposing the College's assets or reputation to undue risk.
Staff, and staff time, are included in the concept of "resources" - it's not just money.
(e) Acting with reasonable care and skill
Trustees must exercise such care and skill as is reasonable in the circumstances, making use of their own skills and experience and taking appropriate professional advice where necessary. This includes giving sufficient time to their role as charity trustees, preparing for and fully participating in Council and Board of Trustee meetings.
The law generally protects charity trustees if they have acted honestly. Trustees who have acted dishonestly, negligently or recklessly can be held personally accountable to the charity for any financial loss they cause.
(f) Making sure the College is accountable
Trustees must ensure that the College complies with statutory accounting and reporting requirements, and is accountable to its stakeholders.
Trustees must also take decisions in the right way
When taking any decisions in relation to the College, the Trustees must act in the best interests of the College, making balanced and appropriately informed decisions, considering the long-term as well as the short-term implications of those decisions and the impact on current and future beneficiaries. The Charity Commission’s guidance on trustee decision-making (Decision Making for Charity Trustees (CC27)) provides a framework of seven decision-making principles which the Commission expects charity trustees to follow. In summary, trustees must:
(a) act within their powers;
(b) act in good faith;
(c) be sufficiently informed;
(d) take account of all relevant factors;
(e) identify and disregard irrelevant factors;
(f) manage conflicts of interest; and
(g) ensure their decision is within the range of decisions that a reasonable body of trustees could make.
Very early thoughts about Council
One of the challenges with designing governance for a medical College is that for the Members and Fellows, Council - which I think will lead on the profession (medicine and membership) will be the most important body. But charity law, the Charity Commission and the government all mainly focus on the Trustees, because they are the people with the legal duties and responsibilities.
So to get the governing documents sorted, we have to do this work in a slightly topsy-turvy way round, ie consider the Trustees first and then Council. Please be reassured that Council's role will be hugely important: it just isn't as bound by rules as the Trustee role is. I have suggested a few basic assumptions about Council, just for context and reassurance - please click the orange button below to look at these before you get stuck into the main work for our first meeting, which you can get to via the blue button a bit further down this page.
Task and Finish Group - Trustee detail
Please click or tap the blue button below. This will take you to the TFG area for thinking about CICM Trustees.
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