The Board is Proposing major changes to the Articles of Association without consultation

The Governance review and the proposals based on it were conducted without consultation with your CC. The flyer was issued to us on Friday 30th November. We were invited to web meetings on 4th and 5th December to receive a briefing and have the opportunity to ask questions. We received copies of the full Governance Report at 11:00 on Monday 3rd December.

We rapidly established that the recommendations in the flyer had been accepted by the Board and that the content of the rule changes was not up for discussion. This is in violation of longstanding precedent, in which changes in Governance have been the result of consultation with your CC, representing the interests of the members.

We are supportive of some of the proposed changes, and we have offered to engage with the Board (as is our role under the current Articles) to find a way forward. But we cannot support the proposed new Articles in their current form, for the reasons given below.

We do not accept that it is good practice for the Board to attempt to alter the rules under which it operates unilaterally and without wider consultation.

Removing the right of members to stand for the Board

Far from democratising the organisation, the proposals would make the right of members to stand for the Board subject to a veto by the Nominations Committee, which would be appointed by the Board. Effectively the Board would become self-selecting.

The Nominations Committee presently comprises two Board members, two CC members and an independent Chair (as recommended by the 2014 Governance review) and does not have to power to veto candidates.

We reject the suggestion that the proposed changes increase democracy; in fact they reduce it.

Replacing the elected CC with a hand-picked members' forum with no power to hold the BoD to account

Your Consultative Council as presently constituted consists of 30 unpaid volunteers elected by the members. It:

  • may elect any member as a Director during Board elections
  • should be consulted by the Board and Management on major issues
  • is represented on the Nominations Committee which selects Board candidates and sets Board remuneration
  • in extremis, your CC can call a General Meeting and propose the removal of directors

The new members' forum which would replace the CC would have no such powers. The proposed changes would remove existing checks and balances on the Board, with no equivalent replacement. The members' forum is not included in the new Articles and would exist entirely at the discretion of the Board.

A rushed decision by a depleted Board

The timetable for the Governance Review has been unnecessarily rushed. Due to resignations this year the Board is currently short on numbers, consisting of two external directors, three elected directors (one having resigned as they were unable to support the decisions made by the board) and the IPSE CEO. Three new elected directors are due to take office at the AGM in January.

The Nominations Committee presently comprises two Board members, two CC members and an independent Chair (as recommended by the 2014 Governance review) and does not have to power to veto candidates.

We believe a decision of this magnitude should have been discussed by a Board with a full complement of elected members.

Ethos of IPSE as a membership organisation

The Board is describing the proposed changes as “best practice”. But the best practice cited is for commercial organisations, and we consider that in many ways this is not relevant, or is indeed harmful, for a democratic membership organisation. We believe that in such an organisation there must be a wider body of members, external to the Board of Directors, that has real power to scrutinise and check, as well as advise and encourage, the activities of the Board. Within IPSE that role has been fulfilled by your CC.

Since its birth in 1999, IPSE (formerly PCG) has had a strong ethos of being a member-owned and member-led organisation. We believe the proposed rule changes would take the organisation in a very different direction, leaving it entirely in the hands of an unaccountable and self-selecting Board of Directors.

We would ask you to vote AGAINST the resolution to change the Articles of Association.

Who are the CC? What do they do?

The current list of CC members can be found here. The IPSE Consultative Council (CC) is an advisory body elected annually from the IPSE membership. Members of the CC monitor, support and inform the board of issues raised by the membership, particularly in the regular CC meetings.

We are an electoral college responsible for the election of directors to the board. Two members of the CC sit on the Nominations Committee, ensuring there is membership representation in the review of board candidates. We are privy to operational data, of a non-commercially sensitive nature, that enables us to make enquiries on behalf of the membership regarding the impact and effectiveness of the strategy set by the board. The role of the CC is built into the current Articles of Association as a key part of the organisation’s governance structure.

The CC are entirely voluntary and unpaid.

Frequently Asked Questions

**NEW!** What changes are being made?

Click here for a detailed analysis of the changes.

What does this mean for me (and why should I care)?

We know the majority of members joined IPSE for the insurances and don’t mind that their membership fees also fund the lobbying work the team do. These changes are unlikely to have any significant impact on your day to day engagement with IPSE.

Those members who joined IPSE because they believed in a member-funded, member-lead, member-focussed organisation could well be concerned by the changes. The organisation is aligning itself to becoming more commercial in nature with a less transparent governance structure. There is a high risk that the board and SLT become an echo chamber, which could result in the organisation moving in a direction that doesn’t reflect the wishes or needs of the members.

What have the CC done about this?

When the CC first were informed about the decisions the board had taken, we quickly asked for the following:

  • A copy of the report issued by the independent expert
  • Terms of reference for the review (which had not been shared with the CC prior to the review commencing)
  • A delay to the implementation of the changes to allow for consultation

The last item was refused.

We informed the board that some of the reasoning behind their proposals were factually, and legally, incorrect. We note that some of the wording from the initial release has been tempered as a result but the core changes remain the same. Our attempts to collaborate on a mutually agreeable way forward have been rejected.

We have not been allowed to add our view to any paperwork or communications IPSE has issued with regards to the AGM, so we have set up this website and a social media campaign to raise awareness that there is an alternative opinion.

Why haven’t the CC emailed me about this?

We do not have access to the membership email list. We are legally allowed to access the register of members but IPSE are under no obligation to include email addresses in that data, and have therefore withheld it from us.

A postal mailshot would be prohibitively expensive (note how little physical post you receive from IPSE!).

What does the CC propose instead?

The CC agree with many of the findings and believe that there is scope and opportunity to make IPSE better. If the AoA changes are not implemented, we propose the following:

  • Code of Conduct for the CC
  • Formalised scope for the role of the CC in the organisation’s governance structure, with updated Terms of Reference
  • Continued inclusion of CC members on the Nominations Committee
  • A collaborative review of the governance report involving consultation with the CC and the wider membership

We have been championing regional events for members for some time and some CC members have co-ordinated these on their own as IPSE chose to move to webinars rather than face to face networking or collaborative sessions. We are pleased to see that the members’ forum proposal could see a return to a focus on local membership engagement and are keen to offer our support in this area.

I’ve heard that CC members have resigned. Why?

Yes, it’s true that there have been resignations from the CC over this issue. Each person had their own reasons for taking this action. Unlike the board, the CC does not require all members to agree all the time. We function best with a wide variety of views and, most of the time, tend to come to a broad agreement.

The resignation reasons are available in the IPSE Governance forum. Some people felt the board were taking the right approach and therefore do not support the majority view that the AoA changes were a step in the wrong direction. Others were angered by the approach the board were taking and felt that the CC were not responding strongly enough.

Why an EGM? Why not just campaign against the AGM Special Resolution?

The EGM was called because of the board’s refusal to collaborate or consult on the changes. A majority of the CC felt that the board were no longer fully acting in the best interests of the organisation and its members and that there should be a change of leadership.

As the Chair is ultimately responsible for the board, we are calling for the removal of the current Chair to enable this change.

You would not be aware of our opposition to the AoA changes if we had not raised sufficient support for the EGM. This was the only method remaining after the board refused to collaborate with us.

What can I do to help?

You can share the website ipse-agm.co.uk on social media: Twitter, LinkedIn, Facebook, etc to your colleagues and co-workers who are also IPSE members.

Please also join the discussion on the IPSE forums and make sure that you ask questions of the board to help you decide which way to vote.

Can I attend the AGM / EGM?

Yes, please do! You will have opportunity to ask questions before casting your vote. However, just in case you find you cannot attend, we also recommend you register your proxy vote on the IPSE website (see links below). Your proxy will be cancelled if you do attend but registering makes sure your vote is recorded.

We recommend you choose the option “Appoint the Chairman as your proxy with your instructions” to make sure that your voting preferences are recorded. The Chair is legally obliged to vote according to your instructions although we have been unable to confirm exactly how that is evidenced in case of any concern or query. If you do not trust the Chair to vote as you instruct, then you can appoint someone else as your proxy but do risk your vote not being recorded if they are unable to attend.

How do I register my proxy vote?

We have a short guide here (PDF). Instructions are also available on the IPSE website for each meeting (links open in a new window):

There are strict deadlines for registering your proxy:
  • AGM – 10.00am on Thursday 24 January 2019
  • EGM – 9.00am on Thursday 31 January 2019

Contents

Here you can find and access some of the material and links that we have prepared to help you understand the rationale behind our actions.

Our letter to the CC Chair

This was the letter that was sent to the CC Chair on the 9th December

click here to download

Our rationale

The concerted view of the majority of the CC

click here to download

How to register your proxy

You can either turn up in person or vote via proxy - follow this guide to see how

click here to download

Contact Us

We welcome your thoughts and views

Email us

Articles of Association comparason

We have perfomed an analysisof the current and proposed AoA to help you understand what will actually change

Click to download

Mailing list

Keep informed of progress

Click here for more

CC Code of Conduct

One of the outcomes from the governance report was the need for a Code of Conduct - this wasn't aimed at the CC (due to the recommendation to disband it) but the CC wholeheartedly agreed with the suggestion. A CC Code of Conduct has been in on the table for discussion for a good while but never quite made it onto the agenda.

The CC would like to propose the attached draft as a starting point for discussion.

We have begged/borrowed/robbed with impunity to bring together the attached and, should the CC still exist after the AGM, will look to work with all stakeholders to finalise the content and embed it into the future of the CC.

Proposed IPSE CC Code of Conduct

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