Community Leisure UK Special Interest Group Chairs & Trustees - - PowerPoint PPT Presentation

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Community Leisure UK Special Interest Group – Chairs & Trustees

Cate Atwater, Community Leisure UK Nigel Harrison, Chair, Oldham Community Leisure Apologies from Tim Davies, active newham

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Agenda

The landscape for trusts

• Landscape threats
• Landscape opportunities
• Trust threats
• Trust opportunities
• Resilience
• Conclusions

Governance

• A Code for Sports Governance
• Oldham Community Leisure’s

governance

• Reflections and discussions

The landscape for trusts

Cate Atwater, Community Leisure UK

Landscape Threats

• Spotlight on “outsourcing”
• = bad, = private, = loss of “control”
• Trust(s) going back in-house
• Teckal arrangements
• “Only a VAT saving”
• Threatened marketplace (is there a market?)
• Brexit – EU Procurement Directive
• Private sector operator “non profit” structures
• Leisure consultants influencing
• Expectations of leisure contracts
• Zero subsidy or payback

Landscape Opportunities

• (Continued) positioning in charity / social business space
• Non-profit-distributing
• Unified collective of NPDOs
• Services focused on public benefit
• Political movement – Mutuals, Carilion’s collapse
• Vocal support of Social Value Act
• Championing and rebalancing procurement
• Through strategic alliances
• Influenced the re-branding of the association

Trust Threats

• Re procurement
• Reducing management fees
• Increasing revenue pressures - energy, NLW, NMW….
• Increasing demand for services
• Continued / increasing short termism
• Merging District & County Councils, and London Boroughs
• Lack of access to capital
• Lean staff structures

Trust Opportunities

• (Continued) positioning in charity / social business space
• Services focused on public benefit
• Implementing the proposition research and recommendations
• Articulating charity status to customers (& non) and stakeholders
• Wrapping right around local strategic objectives
• Committing energy and time into local authority relationships
• Embedding within local VCSE sectors
• Community anchors
• Moving from procurement to partnership
• Contract extensions
• Providing solutions, and being part of solution

Conclusions

• Challenging immediate and medium term
• Brexit uncertainty & lack of political engagement
• Trust model is needed more than ever
• Trusts can provide a sustainable model focused on communities
• Significant opportunities as solutions are needed
• We will be right alongside trusts, working for trusts and engaging

with policy makers and key decision makers

Discussions Reflections

UK Code for Sports Governance Trust Chair’s Meeting 24 01 19 Nigel Harrison

Background

• Introduced in 2017 to improve

sports governance across agencies government fund

• Mandatory for all those who

receive funding from Sport England and UK Sport

• Three tiers – Tier 3 is for those
• rganisations receiving long-

term funding (or over £1m); Tier 1 is for one-off less than £250k;

Five Principles – 58 Requirements

POLICIES AND PROCESSES 8 requirements STANDARDS AND CONDUCT 6 requirements PEOPLE 13 requirements COMMUNICATION 5 requirements STRUCTURE 26 requirements

Structure – highlights and implications

"1.1 The Board of the organisation shall: (A) be the ultimate decision-making body and accordingly exercise all

• f the powers of the organisation; (B) be responsible for setting the strategy of the organisation; and (C)

maintain and demonstrate a clear division between the Board’s management and oversight role and the executive’s operational role. “

• Need clear roles and responsibilities document in place setting out delegated

functions to the Exec – not just financial but policies, staffing and major decisions

Structure – highlights and implications

"1.8 The Board shall be of an appropriate size to: (A) meet the requirements of the organisation; (B) have the appropriate balance of skills, experience, independence and knowledge; (C) manage changes to its composition (including that of its committees) without undue disruption; and (D) promote an open dialogue amongst the directors." 1.9 The size of a Board shall not exceed twelve persons unless agreed with UK Sport / Sport England.

• Ideally Boards should be 8-12 people – where there are appointed people on

Trust Boards (councillors, staff, customer reps) this may be limit the ability to attract people with the right skill set

• Many Boards are too big to be effective working as a team

Structure – highlights and implications

A director may serve on the Board for a maximum of either: (A) four terms of two years; (B) two terms of four years; or (C) three terms of three years“ When a director has completed their maximum term, at least four years must elapse before they can be eligible to stand as a director for that organisation again.

• Could have major implications for current members of the Board
• Forces organisation to think about succession planning – especially around the Chair’s position
• Need to ensure rotation is fairly spread out, and be on top of who is due to finish when

Structure – highlights and implications

1.19 At least 25% of the Board shall be independent non-executive directors

• Independent includes not having worked for the company over the last two / three years
• May be an issue with the Board having a number of representative members e.g. Councillors,

staff 1.20 Each Board shall appoint one of its independent non-executive directors to be the Senior Independent Director.

• Specific role to hold the Chair to account – separate role description required

Structure – highlights and implications

1.19 At least 25% of the Board shall be independent non-executive directors

• Independent includes not having worked for the company over the last two / three years
• May be an issue with the Board having a number of representative members e.g. Councillors, staff

1.20 Each Board shall appoint one of its independent non-executive directors to be the Senior Independent Director.

• Specific role to hold the Chair to account – separate role description required

People – highlights and implications

"2.1 Each organisation shall: (A) adopt a target of, and take all appropriate actions to encourage, a minimum of 30% of each gender on its Board; and (B) demonstrate a strong and public commitment to progressing towards achieving gender parity and greater diversity generally on its Board, including, but not limited to, Black, Asian, minority ethnic (BAME) diversity and disability. “

• Specific target relating to the gender balance of the Board (generally aimed at getting more women on Boards)
• No specific target for BAME and disability but general expectation that the composition of the Board is reflective of

the community it serves – or at least sets out plans of how it will achieve this in the next few years

• Strong, public commitment using specific wording on the website: For example

“We recognise and embrace the benefits of having a diverse Board, and see increasing diversity at Board level as an essential element to achieve our stated aims and objectives. A truly diverse Board will include and make good use of differences in the skills, experience, background, race, gender and other qualities of Trustees. We are committed to progressing towards achieving gender parity and greater diversity generally on our Board, including, but not limited to, Black, Asian, minority ethnic (BAME) diversity and disability. As a reflection of this commitment we will achieve and maintain a minimum of 30%

• f either gender.

These differences will be considered in determining the makeup of the Board and be balanced appropriately whenever possible. All Board appointments are made on merit, in the context of the skills and experience required to fulfil its responsibilities”

People – highlights and implications

2.2 Each organisation shall identify proportionate and appropriate actions to be taken to support and/or maintain (as appropriate) the diversity targets set out in Requirement 2.1. 2.3 The Board shall ensure that the organisation prepares and publishes on its website information (approved by the Board) about its work to foster all aspects of diversity within its leadership and decision making, including an annual update on progress against the actions identified in Requirement 2.2.

• Requirement of a Diversity and Inclusion Action Plan for the organisation which

is published annually on the website

People – highlights and implications

2.4 Each organisation shall have a formal, rigorous and transparent procedure for the appointment of new directors to the Board, and all appointments shall be made on merit in line with the skills required of the Board. 2.5 In exceptional circumstances a director may be Co-opted onto the Board if this is necessary to ensure that the Board has the skills and/ or experience necessary to fulfil its role. 2.6 The appointment of the Chair and independent non-executive directors must be via an open, publicly advertised recruitment process.

• Requirement of open recruitment with recruitment packs in place
• Specific targeting for the right skills required
• Require nomination committee of the Board to recruit new members

Communication– highlights and implications

3.1 Each organisation shall publicly disclose information on its governance, structure, strategy, activities and financial position to enable stakeholders to have a good understanding of them. "3.2 Each organisation shall publish: (A) in the case of organisations which employ more than 50 staff, the total remuneration paid to its senior management team; and (B) the remuneration (if any) paid to each of its directors (except for members of the senior management team who are Ex Officio directors).“

• If in doubt publish it!

Standards and Conduct – hig ighlights and im implications

4.1 The Board, led by the chair, shall undertake, and maintain in writing a record of, an annual evaluation of its

• wn skills and performance and of individual directors, and that of its committees (committee evaluation need

not be undertaken annually). 4.2 External evaluation of the Board shall be facilitated at least every four years or at the request of UK Sport / Sport England.

• An annual evaluation to take place consisting of questionnaires, individual discussions with Board members
• n their performance and review meeting. Senior Independent reports on the performance of the Chair.
• Takes time and the will to be evaluated by Members – setting the right culture is required
• External evaluation will be a cost every four years

Policies and Process – hig ighlights and im implications

5.6 The Board must actively plan and monitor the financial position and performance of the organisation against an annually approved budget and at least four year financial forecast.

• Implications of keeping the four-year forecast updated each year, especially between contracts (generally will be
• k for Trusts)

Poli licies and Process – hig ighlights and im implications

5.7 The organisation shall maintain robust risk management and internal control systems. 5.8 The Board shall conduct an annual review of the effectiveness of the organisation’s risk management and internal control systems to ensure that they provide reasonable assurance.

• Strong emphasis on the management of business risk
• Risk strategy needs to be in place setting out the organisation’s appetite for risk in different areas of work
• Up to date risk register to be part of regular committee or full Board meetings

Summary ry

• There are other, similar codes in place (e.g. Charity Commission, UK Code of Corporate

Governance) that Chairs will be aware of

• The Sports Code tends to go a bit deeper when you get into the detail
• For Trusts (not funded by SE) it’s a useful tool to self-assess their own governance systems.
• It does take up a lot of time initially and some of the detail is frustrating. But persevering with it

puts the governance in a good place

• There needs to be the backing and will of the CEO and Chair to make it happen as changes will

probably need to be made

Discussions Reflections Governance of your own trust? Challenges with governance?

Next steps

• Six webinar topics:
• 1. UK Code of Governance for Sport - tonight
• 2. Mentoring new trustees
• 3. Recruitment of trustees & retention
• 4. Increasing Board diversity
• 5. Strategy / KPI planning at a Board level
• 6. Landscape mapping, current risk discussion and landscape with local authorities in particular – partly tonight
• In-person meeting and training with NCVO: the landscape and current challenges, role responsibilities of trustees and legal

form / liability, working with management, effective governance, and board review and development. I’ve also briefed Dan to discuss board conflict and developing high performing boards. £700 for full day, plus venue costs = c. £2,000

• Shared contact details within the SIG