Good Governance Consultation at the Spitfire & Hurricane Museum
RAF Manston Spitfire & Hurricane Memorial Museum
Matthijs Demedts – Museum Manager
Angela Gill – Museum Mentor
T: 01843 821 940
Title of Project
Good Governance Consultation
February 2013 to Mid-November 2014 (extended to March 2015), follow through still in effect.
What was the Project aim(s)?
- To identify trustee skills gaps (produce skills audit)
- To raise awareness of Trustee Responsibilities (undertake presentation)
- Review staff roles ( produce Collection Officer and Museum Manager Job Descriptions)
- To Develop Code of Governance (Trustee Consultation documents included Governance & Management Structure, Board Chair Role Description, Trustee and Board member Description and Trustee Recruitment Policy)
- To consider move from Charity to CIO ( paper on Advantages & Disadvantages produced)
- To allow future Forward Planning to be more organised and targeted as board (strategic) and staff (operational) goals could be identified, assigned a responsible person/team and implemented by a specific target date. I.e.; to allow realistic, efficient and effective planning.
What was the impact of the project?
What new skills your staff and volunteers gained?
- Trustees received presentation on Trustee responsibilities in relation to charitable trust.
- Trustees can now recognise weaknesses in the board and address them.
- Trustees are able to make more informed/objective decision as to continuity of the role of ‘member of the board/trustee’.
- Staff (in particular the manager) have received valuable experience in strategic governance and relevant structures, thus enabling them to more fully understand the framework in which they operate and the resultant challenges.
- Staff have received valuable experience in working with and coordinating consultants and board members.
How has your organisation become more efficient and/or effective?
- Reviewed Museum Manager role and recruited a new manager in February 2014
- Recognised skills gaps within Board, new trustees to be recruited by April 2015.
- Resulted in the establishment of the Management Committee, it’s terms of reference as well as role descriptions and terms of reference for the future creation of various volunteer teams.
- CIO structure was discussed, approved, adopted and is currently in the process of being implemented.
- Staff reviewing process implemented as part of the staff structure
What are your organisation’s plans for a sustainable and resilient future as a result?
As a result of the project, the Museum will be run according to the new Charities Commission CIO structure.
Specific results are;
- Recruitment of 2 new trustees to meet identified skills gaps (marketing, sponsorship, fundraising, etc.). Date for completion April 2015.
- Review of management committee to be undertaken so as to provide the committee with a clearer brief and remit to relieve the trust of all remaining operational duties moving forward.
- Need of certain policies and procedures identified as being required. The museum will seek funding to retain JM Consultancy in an advisory capacity to assist the manager (and trustees) in drafting full policies and procedures.
What went well and what didn’t go well?
During consultancy Board was reactive in nature;
- Change in Chair in September 2013: previous Chair's emphasis was on progressing Accreditation matters such as governance and had worked closely with Museum Mentor to apply for funding for Good Governance consultancy. Whereas the as new chair concentrated on commercial and operational concerns such as café and museum lease, also followed up on moving from trust to CIO, as the latter structure provided trustees with legal protection, which in turn could allow for more “risk taking” (albeit extremely limited in scope).
- Appointment of Museum Manager: Existing Museum Manager announced wish to leave in November 2014. Sub-group set up to develop Job description, advertise for Museum Manager, Matt Demedts appointed February 2014
- Matt Demedts, Museum Manager progressed Organisational Chart, Management Committee Terms of Reference, Volunteer Team Terms of Reference and Communications Structure and gained approval from Board. (annual review undertaken and is to be revised and presented at April 2015 Board)
- Papers: Trustee Consultation documents included Governance & Management Structure, Board Chair Role Description, Trustee and Board member Description and Trustee Recruitment received from Robert Taylor in May 2013, presented at June, August and September 2014 Board as papers which included Museum Mentor comments. Elaine Sansom held 1 to 1 sessions with trustees to produce a skills audit. No actions or approvals given by Board.
- Robert Taylor attended Board meeting 19th March 2014 to discuss papers presented, particularly in consideration of move from Charity to CIO. Robert Taylor and consultant Julie Cole (referred to the museum via SEMDP) produced and talked to paper on Advantages & Disadvantages of moving to CIO.
- Board appointed Julie Cole, Social Enterprise consultant in August 2014 to progress Museum from Charity to CIO.
- Secured Freehold of Museum and land as gift from the current airport owner on the 16th October 2014 (Letter of Freehold request sent from Board).
- Completed full application and agreed constitution for CIO in late November and received confirmation early December 2014. The apparent rapidity of the approval was largely due to the museum operating as a freehold. The museum manager is still currently undertaking implementation process e.g. transfer bank accounts, contracts etc. Unfortunately there is little support from the board for this activity.
- January 2015 revisited trustee recruitment policy and skills audit produced by Robert Taylor consultant. Approved policy and expressed their intention to progress recruitment of new Trustee members.
Was the consultant/trainer the right person for the job? Why is this?
Robert Taylor and Elaine Sansom undertook the work plan as agreed, consulted with and presented to staff and trustees in order to produce associated papers. However, development or finalising of drafts was not undertaken as feedback from Board was not forthcoming though papers were presented on a number of occasions to Board.
Robert Taylor, as an alternative to finalising report (project end date had been fixed as November 2014), agreed to attend Board in March 2014, where on trustees' request he discussed CIO.
As a result of this discussion, the board decided to focus on achieving a CIO and in order to speed this process up hired an additional consultant (Julie Cole of JM Consultancy) to draft CIO constitution, application and submission to Charities Commission.
How did you encourage everyone in your organisation to engage in the project?
This was probably the most challenging aspect of the project. As per an email dated 2nd February 2014 from Museum Mentor to Sarah Corn, it was noted that: “you can see that I tried to get Board the engaged – from this point there was either not enough time, they had not read papers or did not provide input”. Papers had been recommended to be presented to May, June and September 2014 Board meeting but were consistently deferred. Once the CIO structure was identified as the agreed way forward, there was a brief flurry of engagement by the board until they hired JM Consultancy to create and submit the CIO Constitution and application. Once approved the board congratulated JM Consultancy but then undertook no further action. Final stages of transfer are now being completed solely by the Museum Manager in coordination Julie Cole and are rubber-stamped by Board.
In hindsight, perhaps the presentation of papers as a whole was the wrong approach and each paper should have been divided and presented individually at Board meetings to ensure engagement and feedback was given. Furthermore, trustees should have been assigned responsibility over individual part of the transfer to CIO and good governance rather than delegating to the museum manager and mentor as the latter strategy has resulted in a reverse order where staff are now undertaking a strategic role (in addition to their operational roles).
If submitting this report to any trustees thinking of changing their governance structure the museum would recommend the following do’s and don’t’ s.
- Get professional help for the application process or make sure you have a very clear understanding of your organisation and CC jargon.
- Make sure you have all relevant policies in place.
- Decide early on if you want to incorporate any shops etc.
- Retain the services of legal advisers
- Remember that bodies such as KCC/SEMDP can provide excellent consultants and some funding.
- Take the opportunity to learn about the transfer, can be crucial to career and personal development.
- Just transfer to CIO solely for liability reasons.
- Waste an opportunity to really re-think your governance system.
- Rely entirely on a consultant or lawyer to provide you with a finished project. Your input is essential.
- Delay or defer. Once you’ve decided on a CIO, transfer promptly and set yourself target points. Otherwise people will forget and lose commitment.
- Delegate the process to staff. It is a strategic development and needs to be undertaken by the strategic governing body of the organisation.
What are your plans for the future?
With the governance structure of the museum now established (as a CIO), the imminent recruitment of new trustees and the review of the management committee, it is understood that the museum governance will be able to function on a more strategic level then previously possible.
There are still areas for improvement though;
- Trustees need to undertake a proactive approach to policy writing and procedural implementation as these are strategic documents that guide the board and management of the organisation. Thus providing continuity and a smooth transition from one board member/manager to the next.
- Trustees would benefit from implementing certain practical steps to assist them in more effectively completing their roles. For example; budgets could be assigned to trustees to meet certain agreed outcomes (ideally linked to the forward plan) such as raising £XXX for a specific project. A strategy could then be created by trustees and implemented by the management committee. In a nutshell, trustees could benefit from being trained in ‘being a trustee’.
Overall Cost of Project
Initial SEMDP funding £7,000
JM Consultancy – CIO Application £1,200
JM Consultancy – Drafting Key Policies £1,105
ABS Law – Legal Advice (estimated) £2,000-£3,000
Total (approx.) £12,305