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Posted 27 June 2017
by Leanne Yendell

Teaching an old dog new tricks – what should charities learn from the RSPCA Governance Review?



The RSPCA is one of the country’s best known charities and the largest animal welfare charity in the world. Recently, the charity has been the subject of findings which demonstrate the importance of appropriate governance and has already obtained its members’ approval for certain changes.

The report into the charity’s governance was commissioned by the trustees (the Council) and highlights several areas requiring change. It is important to note that the findings did not criticise the charity – which without doubt undertakes valuable work nationwide – instead, it sought to compare against the “best in class” to allow the RSPCA, as well as other charities, to make proactive and long-lasting changes which would be in the best interests of the charity.

Many of the recommendations do not require an exhaustive revamp of their rules and/or constitution – in fact, steps have already been taken by the Council to implement some of the recommended changes. Many charities could learn something from the report and seek to implement in their own respective structures without great difficulty. I have highlighted some key points to consider:

  1. Is your Trustee board genuinely in control of decision making?

Charities need a ‘check and balance’ mechanism to operate efficiently. If one person or a small group of people is exercising excessive control over key decisions, it may mean that your charity is not adequately balanced. This could lead to arbitrary decisions being made in the interests of a person rather than the charity itself. It may be that a trustee is a professional whose advice is never questioned by the rest of the board; or a founding trustee has created an autocratic culture where their decision should be followed. Have a think about whether your trustees have true freedom.

  1. Your trustee board should be ‘just right’

Poor composition can make a board unworkable. Too few trustees may mean that your board fails to operate at all; too many could jeopardise efficiency in making much-needed decisions. Does your board represent a sufficient cross-section of skills that are deemed valuable to the charity?

  1. Does your constitution sufficiently support the needs of the charity?

A big focus of the report was decisions made by the Council; for example, removal of a co-option provision in 1997, a minimum period of membership to be elected as a trustee and rules allowing only board members to sit as a committee member. These restrictions meant that there was an excessive burden on existing Council members to perform multiple functions and also that the charity missed out on new skills and attributes that were desperately needed. Trustee recruitment can be hard enough without unnecessary constitutional restrictions. Whilst you must maintain standards, you must ask whether your constitution encourages ‘new blood’ to key roles and protects the wellbeing of your existing board. In light of the recommendation, the RSPCA have now passed a motion to reinstate a co-opt provision “provided that a majority of the members of any committee shall consist of members of the council”.

  1. Do managers and trustees have a good relationship?

Trustees are ultimately responsible for the administration of the charity, however it is the managers who warrant its day-to-day running. This means that there must be a collaborative effort by both groups – anything less will result in a disjointed corporate structure. The RSPCA’s management and Council were reported to have worked well together when stabilising the charities finances, but they did not balance their separate cultures and behaviours. Trustees and managers will have different perspectives as their functions are different. For example, trustees might just see a dip in key performance indicators, but managers may be able to provide operational context as to why this is the case. Make sure that the two groups trust and respect one another – if they do not, investigate why and what might be done to rebuild the relationship.

 

Whilst many of the above tips may seem obvious, it is possible to overlook them by focusing on matters that are deemed more important. However, it is only when things go wrong that the ‘cracks’ in governance start to show and so it is best to be proactive.

 

 

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About the author

Leanne Yendell

Paralegal

Paralegal in our Company and Commericial team at our Exeter office