The attached Governance Manual has been drafted to reflect and to build on the discussions at the fourth Steering Committee meeting (September 2012, London). It is co-authored by Ian Hanham, Director of Corporate Resources, EveryChild and Neill Stevenson, independent consultant and Executive Director, Center for Advanced Management Development. The purpose of the manual is to provide a clear, user-friendly document which codifies the governance operations of Family for Every Child, and which enables members to modify the governance approach as appropriate without always needing to revert to the higher level Articles of Association (which are framed to comply with the laws of England and Wales). The manual, and the thinking which underpins it, has been shared with the Membership and Governance Task Group throughout its development. It is now being brought to the Steering Committee for debate, challenge and review. As there will be ample opportunity during the Committee meeting to discuss the detail of the manual, we ask you in pre-read to consider in broad terms: Does the governance structure, and its interfaces, as laid out in the diagram on page 7 and in the relevant sections of the manual, make sense and provide appropriate checks and balances such that the membership can be confident that they have sufficient ability to influence Family for Every Childs activity whilst enabling the board and secretariat to efficiently and effectively deliver on behalf of the membership? Do the categories of membership and associated voting rights (including the votes required to call meetings, pass motions and resolutions etc.) fit with the Committees expectations? Do the criteria defining the make-up and operation of the board (section 6) achieve the objectives of the Committee? o In particular, please give thought as to whether the Chair should be independent of the membership, and potentially selected specifically to be Chair, or whether it is preferable for Chair to be selected from within the board. Please look at Appendix 1 in considering this question. Is the manual clearly written so that it will be user-friendly to new members and effective when needing to understand how governance decisions are made?
During the Steering Committee session on governance there will be an opportunity to discuss and explore all aspects of the governance proposal. The intention is that
by the end of the meeting we have agreed all of the substantive components as to Family for Every Childs governance approach. Following the Steering Committee review and agreement, a final version will be prepared and signed off by the task group and the interim trustees. During this stage, we will also confirm with the legal advisers whether any changes are required in the Articles of Association to bring this into effect. The manual will then become operational as from the election of a member-representative board in March 2014. Once the board is elected, and the governance manual is operational, a number of the current ways of working will change, for example: the interim trustees will stand down and will be replaced by a majority elected / minority co-opted board as described in the manual, the Steering Committee will disband and be replaced with the Assembly structure as per the manual, existing task groups will be disbanded if there is ongoing activity, this will be absorbed into sub-committees or into task groups formed according to the new governance procedures, the support unit will become the secretariat, reporting directly into the Family board; it will no longer have a management reporting line into EveryChild, a grant agreement will come into place between EveryChild and Family for Every Child, laying out the management approach from April 2014 onwards; a service level agreement will be established defining the support services and standards provided by EveryChild to Family.
You will note in section 6 that the EveryChild board have set down their proposed approach to board representation for the transitional period. In doing so, they have explicitly acknowledged that control of Family for Every Child is ceded to the Family board (and therefore to the membership due to the majority of board representation) from March 2014. This proposal enables EveryChild to discharge their fiduciary duties effectively, and is also felt to provide a benefit to Family through transition by having EveryChild representatives more actively engaged than would be the case in a traditional grant relationship. The Steering Committee will be asked to sign off on this proposal during the governance session.
Governance Manual
Document history Version Description Date (of creation) Final Version Fourth draft for final review with lawyers and task group V02 Third draft for pre-read and discussion of the Steering 22 August 2013 Committee V01 Second draft for circulation to membership and governance 19 July 2013 task group V00 First draft for IH / NS review with AG / NP 16 July 2013 Document storage Location Currently on EveryChild internal drive Programmes, Alliance, Governance of Family for Every Child, Governance Manual
Beliefs The best place for a child to grow up, regardless of background or circumstance, is in a safe, caring and permanent family. Children should have at least one protective, responsible adult who cares for them in their own home - preferably a parent or, if this is not possible, a family member. Keeping families together is a priority and more support must be provided for those who need it. A range of quality alternative care options must be made available for children who cannot be cared for by their parents. Decisions about childrens care should be made in their best interests, appropriate to their individual circumstances, and involving children and families. Children in alternative care should remain as close as possible to their home communities.
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This governance manual is complementary to, and consistent with, the Articles. It is intended to be a more user-friendly working document to codify governance operations and to enable members to modify the governance approach as appropriate without a need to revert to the higher level Articles. It should be noted that, in case of any discrepancy between the two documents, the Articles have precedence under law changes to this manual should always be checked to the Articles to ensure that the two documents remain consistent.
Changes to the governance manual require a majority vote in favour at a meeting of the Assembly of Members (see section 4).
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3. Governance structure The primary bodies in the governance structure of Family for Every Child are: Assembly of Members Board Secretariat
3.1. Assembly of Members - summary The Assembly of Members is the highest body in the governance structure. Its main governance functions are to receive reports from the Board and the Priorities Advisory Group and to elect trustees. As well as governance functions, meetings provide an opportunity for knowledge sharing, practice exchange, agreement of advocacy objectives and to influence strategy development via the Priorities Advisory Group. Page 5
3.2. Board - summary The board is responsible for taking the broad brush decisions / steers from the Assembly of Members and ensuring these are translated into a detailed strategy. It is responsible for oversight of the strategy delivery. It is responsible for ultimate management oversight of the secretariats functioning it holds the chief executive to account. The board is responsible for ensuring good governance across the organisation. The board is accountable to the whole membership through the Assembly of Members. The ideal board size is between nine and thirteen trustees, with the majority of trustees elected by the membership. See section 6 for more detail.
3.3. Secretariat - summary The secretariat is accountable to the board via the chief executive. It is responsible for supporting the detailed development of, and operationalising, the agreed strategy. The secretariat facilitates and works with members, for example through working groups. See section 8 for more detail.
The governance structure is shown in diagrammatic form below, along with highlevel accountabilities.
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BOARD OF TRUSTEES
SECRETARIAT Key Makes appointment (where not appointed by Board of Trustees) Accountable to Provides advice to
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An Assembly meeting will include a decision on the timing of the next Assembly meeting. The Assembly Planning Committee will then be convened, at the earliest opportunity following the Assembly meeting, to determine the location of the next Assembly. This is supported by the secretariat, who advise on budget and resource implications, and are responsible for the meeting organisation, logistics etc. as agreed by the Planning Committee. Ad hoc Assembly meetings, which are held via electronic means, can be called by 25% of the full membership lobbying the President to call a meeting. An ad hoc electronic meeting requires 14 days notice to members, unless more than 50% of the full membership agree that it can be held sooner. An ad hoc physical meeting requires the agreement of 75% of the full membership, to be obtained via an electronic meeting. 1 months notice minimum is required for a physical meeting. The Assembly Planning Committee is responsible for agenda planning and other aspects of meeting co-ordination, supported by the secretariat. Page 8
Note that this list is not intended to be exhaustive; the decision of the Assembly Planning Committee is final. For the election of trustees, the Assembly Planning Committee is required to consult the Board Selection and Development Committee before determining the procedure to be used. The Assembly Planning Committee is expected but is not required to follow the Board Selection and Development Committees recommendation; if it chooses not to follow the recommendation, this fact and the rationale for it not being followed must be disclosed in the notice of election sent to members.
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5.2. Priorities Advisory selection panel A group of members, independent of the board, to select the representatives on the Priorities Advisory Group (see 7.3). All full or associate members are able to participate in the selection panels deliberations. This panel will determine the criteria for selection of members, based on the broad brush strategic direction and objectives agreed by the Assembly of Members, the experience and skill sets required to advise the board effectively on the activities to be prioritised in delivering those objectives, Other criteria as required by the Assembly, for example to ensure regional / functional / issue representation, as well as ensuring that diversity is considered and is supported.
The intent is for criteria to be agreed by consensus amongst those participating in the deliberation. In the absence of consensus, a decision will be made by a majority vote of the full members participating in the deliberation. The panel selects from amongst themselves one representative to work with the Assembly Planning Committee to manage the appointment process.
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6.2. Trustee election rules / processes Election of member representatives is managed by the Assembly Planning Committee, having taken advice from the Board Selection and Development Committee. Election is by a simple majority the individuals with the most votes are selected in order, depending on the number of seats available for election. Trustees are elected for a term of three years. At the end of the first term, a trustee can stand for re-election. At the end of the second term, a trustee must stand down from the board for at least a three-year term; the member organisation represented by this trustee cannot nominate another trustee for election for at least one full board term. 6.3. Elected member leaving their organisation If an elected trustee leaves their organisation, the member organisation has the right to nominate a replacement trustee. This nomination will be put to the full members for ratification; rejection of the members nomination requires at least 75% of the voting members to reject the proposal. If members reject the nomination, a by-election is held, co-ordinated by the Assembly Planning Committee. The member organisation in question is able to nominate a candidate for a second time, including the candidate rejected in the ratification vote. The elected representative serves the remainder of the term outstanding i.e. stands down at the same date as the originally elected board trustee would have done. If from the same member organisation as the original trustee, the Page 11
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7. Board sub-committees 7.1 Finance and Audit Committee Responsible, on behalf of the board, for oversight of good financial and governance management, for example: o in depth monitoring of financial targets and performance, o audit oversight, o risk management oversight, o assurance on financial policies and controls operated by the secretariat. Chaired by one of the trustees. Participants are drawn from a mix of trustees and individuals co-opted from outside the board / membership for their specific skills and, potentially, to bring added independence. Makes recommendations to the board, has no formal decision making power. Four meetings per year before board meetings. 7.2 Membership and Standards Committee Responsible, on behalf of the board and the whole membership, for overseeing o the membership standards, o the process for identification, assessment, and acceptance of new members, o the process for oversight of members to ensure ongoing compliance,
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7.3 Priorities Advisory Group Responsible, on behalf of the whole membership, for advising the board on how to prioritise human and financial resources to ensure that the memberships objectives can best be achieved in practice. Participants are selected by the Priorities Advisory selection panel. Chaired by a co-opted trustee, for independence and to avoid perceived conflicts of loyalty, whilst also ensuring a link between the board and the advisory group. In particular, has a role in advising the board and secretariat prior to any strategy development or budget-setting processes. Also has a role in reviewing proposed budgets and advising the board as to whether the secretariats proposals have met the objectives laid out. Advisory only. No formal decision making powers, board are expected to listen to their advice but are not required to follow it. Report for information at the Assembly of Members on their work. Frequency of meetings is ad hoc, dependent on the prioritisation work to be undertaken. The Assembly of Members will determine the minimum / standard frequency. 7.4 Board Selection and Development Committee Responsible, on behalf of the board, for considering the board skill sets / skill gaps, identifying relevant board training opportunities to address gaps and assessing the co-option needs of the board to complement existing skills / to close gaps. Responsible for managing the process of trustee co-option job specifications, advertisement and interview.
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8. Secretariat Accountable to the board via the chief executive. Responsible for supporting the detailed development of, and operationalising, the agreed strategy. Facilitates and works with members, for example through operational / issuerelated working groups. These may be formed at the discretion of the secretariat or at the request of members. See appendix 2 for more detail on the secretariat.
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The Chair of the board should preferably be independent of the membership. This helps the board to function, and be seen to function, objectively on behalf of the membership as a whole (and therefore on behalf of children without parental care as a whole). It is a key mechanism for the management of conflicts of interest and of loyalty.
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A high level structure chart showing the secretariat organisation, along with more detail of functions undertaken, will be added as an appendix once agreed. This will be kept up to date by the secretariat, and will not require members to sign off changes.
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Annex to the Governance Manual - Process for first elections to the board
For the first appointments to the board and key committees, we will need to apply a different process than is described in the Governance Manual for future elections. This annex looks at the first board election specifically, given the importance of getting these in place for March 2014.
Proposed process / timeline Prior to September 2013 steering committee members consider whether, in principle, should they become a full member, their organisation would want to nominate a candidate for board election. September 2013 discuss the governance manual and the proposed governance structure. Assess the likely number of candidates, based on in principle nominations from the membership, and the implications for the first election. o Agree the details for election timing (e.g. whether should be at the beginning or end of the March meeting), and also the timing of the first board meeting (during or after March steering committee meeting). o Discuss how many votes should be permitted for the first election, and whether members should be prevented from voting for themselves - to ensure that, with such a small number of organisations voting for a large number of seats, the process is as democratic and representative as possible. Between September 2013 and January 2014 prospective full members discuss within their organisations (including board) and agree: o whether they wish to nominate a candidate to stand for the first board, o who will stand as the member representative, o prepare a brief Candidate election statement for circulation to the voting membership. February 2014 members are informed whether they have been accepted to full membership. Following notifications, candidates submit their statement to the support unit. Support unit manages the first election process. Election pack sent out with as much notice as possible before the steering committee meeting / election. March 2014 election held at the steering committee meeting, per the timings agreed in September 2013. First board meeting held, also per September 2013 agreed timing.