How a blanket approach to a charity’s governance review led to ten changes

Having been appointed chief executive six months’ previously, I had begun to dig into our articles of association and code of governance. It quickly became apparent that they needed a comprehensive review as they had developed in isolation from each other and were no longer fully congruent. In addition, we were not in practice complying with all our own rules. There were, however, many other issues competing for my time and I therefore decided to attend only to the most pressing specifics and park a wider review for another time.

It was then that we were offered the opportunity to participate in the Hospice UK Board Development Programme run by Cass Business School. After discussion with our chair who supported the idea of an external review of our governance, we agreed to go ahead.

Conduct

In the first instance, the Cass consultant completed a desk review of our key documents, issued a questionnaire, surveyed all 11 trustees and interviewed the chair, me and three trustees. She then attended a board meeting as an observer. The comprehensive report which resulted from this work was subsequently presented to the board, and a working group of three trustees was created to oversee the resulting action plan drafted by me.

The review was well-received by trustees who had participated fully in its conduct, recognising that this was a positive opportunity to look at how we did our business as a board and gain advice on how to improve.

Outcomes

Seventeen overall recommendations were made, each of which was further divided into a number of specific possible actions. I would highlight the following actions taken by us as the most generally relevant:

• Governing documents. We conducted a full review of our governing documents, ensuring they were congruent with each other. Our articles of association were professionally reviewed to ensure compliance with current legal requirements.
• Terms of office. Trustee terms of office were clarified and a register created showing each trustee’s record and when re-election is due. This is used as the key succession planning document.
• Trustee induction. We revised and expanded our trustee induction programme.
• Meetings. Generally we subjected our agendas to greater rigour and refined our process for producing board papers to assist trustees. We produced an annual board and committee programme of work as the basis for agendas to ensure that the cyclical workload is sensibly distributed across the year. We also considered increasing the number of board meetings but this idea was rejected in favour of improving the efficiency and productivity of our quarterly meetings. We introduced a closed trustee session at the end of each board meeting, at which point all members of the executive team leave.
• Committees. We restructured the remuneration committee to become a governance committee with responsibility for trustee succession, board appraisal, CEO appraisal and senior management pay.
• Trustee appraisal. Annual one-to-ones between the chair and individual trustees were instigated. This includes gaining executive feedback on trustees.
• External environment. Various ways have been used to ensure trustees have awareness of the external environment, including inviting external and in-house speakers to meetings.
• Strategy. We discussed at length how best to create and then monitor strategy to gain full and appropriate board engagement. A dashboard was created to enable trustees “at a glance” to see key financial, clinical and HR information. The emphasis is on trends.
• Trustee area on website. We established a board space on our website, principally to pass information.
• Trustee ‘unannounced visits’. A policy for unannounced visits by trustees was devised. This enables pairs of trustees, usually one clinical and one non-clinical, to visit some aspect of the hospice for half a day and observe activity, speak with staff, volunteers, patients, families, customers etc. These visits are coordinated by the PA to the executive but dates are not made known in advance to any other staff. Following the visit, a report is written and presented to the next board meeting. This has been a very successful measure which, over time, has looked into many areas of hospice activity.

Overall, therefore, the external and wideranging review of our board governance was very valuable. The board quickly embraced the exercise and the resulting action plan remains a useful reference point. None of it was or is rocket science; the real benefit lay in completing a wholesale, rather than piecemeal, review.

Simon Caraffi is chief executive of St Peter’s Hospice in Bristol