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Governance updates

The ICE Council and Trustee Board have agreed in full the findings from the Presidential Commission’s Final Report. See below how they are being implemented.

Implementation of Findings

The Findings are being implemented using a three-stage approach.

Stage 1: Procedural Changes

The Trustees directed that those findings which were mainly procedural should be implemented as soon as practicable. This stage is now complete and examples of the changes we have implemented are shown below.

Stage 2: Regulations and Terms of Reference Changes

Those findings which necessitate a change to the Regulations or Terms of Reference are currently being reviewed by the Trustee Board and the Council..

Stage 3: By-law Changes

Those findings which affect the By-laws will require the approval of the Trustee Board and the ICE’s Corporate Members. We will hold a ballot in June – July 2020 to seek members agreement.

Stage 1: Procedural Changes

Transparency and openness are vital elements in building confidence in the Institution’s governance. The Governance pages of the ICE’s website have been revamped to incorporate the Commission’s recommendations in this area. Below are some examples of the changes we have incorporated.

  • Volunteer Handbook – provides useful advice on how members can get more engaged with ICE.
  • Terms of Reference - current Terms of Reference for the Trustee Board, Council, Nomination Committee and the main standing committees which report to the Trustee Board.
  • Governance Handbook – serves as a simple guide to ICE Governance and is updated each year to reflect emerging best practice. It is available on the Trustee Board page on the ICE website.
  • Trustee Board Minutes – minutes are published after each Trustee Board meeting once approved by the chair and are then confirmed once approved at the subsequent meeting.
  • President’s Calendar – details past and forthcoming events so that members may be aware of the President’s considerable activities.
  • Annual and Special General Meetings – provides details about our Annual General Meetings, Annual Reports and Special General Meetings.
  • Council Meetings – the Council has reshaped its agenda and the ICE Strategy Sessions were launched in April 2020.

Stage 2: Regulations and Terms of Reference Changes

The Commission findings require changes to the Disciplinary Regulations and the Terms of Reference for the President, Trustee Board, Council, Nomination Committee and the principal committees.

In addition, ICE has also set up two member-led committees to review the way in which we select our trustees and how we communicate with our membership.

Nomination Committee (NOMCO)

A member led committee has been formed to review the Nomination Committee Terms of Reference. This will be led by David Porter, Chair of the ICE Audit Committee and past member of Council, working with Lawrence Shackman (recently Chair ICE Scotland) and ICE Council member Kate Cairns.

Communications Committee

A Communications Committee has been formed to review how we engage with our membership, wherever they may be, to ensure that the ICE is transparent and inclusive. This will be led by Liz Waugh, a trustee and a professional communications expert.

Current Terms of Reference for the Trustee Board, Council and the Nomination Committee are available to view on the Boards, Committees and Panels webpage. These will be reviewed by the Trustee Board and the Council once the ballot results have been announced.

Changes to the Disciplinary Regulations and Terms of Reference for the principal committees which report to the Trustee Board were approved by the Trustees at their meeting in March and noted by Council in April and are available to view on the Boards, Committees and Panels webpage.

Stage 3: By-law Changes

In order to implement the Commission Findings in full, changes will need to be made to the Institution’s By-Laws which will require members agreement in a ballot.

Members will be asked to vote on resolutions about the following amendments and additions to the By-laws. The proposed changes are described in full in document K.

  • a change the composition of the Trustee Board to allow ICE voting members to elect four trustees. This in line with the key principle that the majority of Trustee Board members should be elected either directly or indirectly by the ICE voting membership;
  • a reduction in the number of Vice-Presidents to three, all of whom will succeed to become President (subject to annual approval by the Council);
  • a change in terminology for ‘Nominated’ and ‘Ordinary’ members to provide clearer definitions;
  • the insertion of provisions that provide for the election of ‘Ordinary’ members of the Trustee Board;
  • the insertion of provisions that: (i) automatically end the term of office of a member of the Trustee Board where that person is no longer legally able to be a Trustee; and (ii) provide a mechanism for the Trustee Board to dismiss a Trustee; and
  • transitional provisions to provide continuity so that existing trustees serve their appointed time and new trustees are introduced over a three-year cycle.
  • A change to the rules for attendance and voting at a Special General Meeting (SGM) to allow Non-Voting Members to attend an SGM as an observer and make an oral contribution;
  • The insertions of provisions that that allow those voting members who are unable to attend a SGM in person to be able to vote by post or electronically (before and during the meeting).

The proposed changes will ensure that the membership will retain control of the direction of the Institution via a robust and transparent election process by directly electing four members of the Trustee Board.

The Trustee Board approved the proposed changes to the By-laws at their meeting in March and the ballot will be held between 1 June – 14 July 2020 to ask for member’s agreement to approve the changes.

These changes are driven by the findings from the Presidential Commission and were supported by the Trustees and Council, who recognise the need for an efficient and transparent approach to governance.

More Information

For more information on the Presidential Commission’s findings and to read the final report, please visit the Presidential Commission page.

If you would like more information about any of the proposed governance changes, please email [email protected].

 
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