What are the proposals in detail?
You can read in detail below the proposals for changes to the RTPI's governance structure including a reduction in size of the Board of Trustees to bring the RTPI in-line with best practice.
The following changes will take place taking into account the recommendations mentioned in the Charity Good Governance Code:
(A) Size of the Board of Trustees:
- The size of the BOT will be reduced from 17 to 13 Trustees.
- The Vice President and Immediate Past President will no longer be the Trustees but would be invited to attend BOT meetings as observers. The IPP and Vice President would remain as members of GA.
- The position of Honorary Treasurer will be abolished. This position has effectively been replaced by the Chair of the BOT Finance Committee, appointed by the Trustees from amongst their number.
- The Trustee for Scotland will be replaced by a Trustee for the Nations who would be a Trustee elected to represent Ireland, Scotland, Wales and Northern Ireland.
- The Trustee for the Nations and Regions will be replaced by a Trustee for the English Regions.
- The number of Chartered Trustees be reduced from ‘up to 6’ to ‘up to 5’ Chartered Trustees. Note that BOT has been operating on 5 Chartered members since June 2019 and that all elected Trustees except for the Young Planner are Chartered members. The 2 co-opted Trustees can be chartered or can be non-members. The current co-opted Trustees are non-members.
- All other positions would remain, the maximum size of the board would be 13 Trustees which is more than the Charity Governance Code suggests, but the BOT retains the discretion to appoint less than two Co-opted Trustees depending on gaps in experience or skills required. Without these the BOT would comprise 11 trustees.
(B) Term of appointment for the Trustees: The terms of appointment of the Trustees (excluding the Chair, the Co-opted Trustees and the Presidential Team) will be three years, renewable once. At the end of the second term/sixth year in office, the Trustee would have to stand down for at least one year unless they are elected to a new role. If the Trustee (including the Chair and the Honorary Solicitor and Secretary) is selected to a new role after serving on the Board of Trustees for six years or three years, the maximum period they can be on the Board of Trustees is nine years in total. After an individual has served for nine years in their position which would have resulted in them being part of the Board of Trustees, they shall not be eligible for re-election to a position that would result them being part of the Board of Trustee until they have been out of office for at least one year.
(C) The Eligibility criteria: To ensure the effective management of the affairs of the Institute, diversity and that the Trustees in specific positions have the relevant skills and experience: the eligibility criteria for the following positions has been changed as follows:
- Chair of the BOT: The Chair of the Board of Trustees is the most senior leadership role in the Institute so the prospective candidates should demonstrate relevant experience. The Chair of the BOT would be required to be in the ‘governance role’ in three out of the last five years and the supporters for this role has been increased from four to six Chartered GA Representatives.
- Vice President: In order to not to unduly limit the pool of the candidates, the Trustees reduced the length of time for active participation in the affairs of the Institute for the Vice President from two to one in last five years.
- Honorary Solicitor and Secretary: Increased the number of supporters for this role from 4 GA Representatives to support from 1 Legal Member/Legal Associate and 5 Chartered GA Representatives.
- Trustee for the Nations: Nominations for this position would be invited from the Chartered Members who live or work mainly in Ireland, Scotland, Wales and/or Northern Ireland (who live or mainly work in these nations) with the support of at least 6 Chartered Members, of which there must be two Chartered Members from two different Nations in support.
- Trustee for the Regions: Nominations for this position would be invited from the Chartered Members who live or work mainly in England. The nominations shall be supported by at least 6 Chartered Members, of which there must be 3 Chartered Members from three out of the nine different regions in support.
- Chartered Trustees: Increased the number of supporters for this role from 4 Chartered Members to 6*Chartered Members
- Young Planners Trustee: Increased the number of supporters from 4 Chartered Members to 4 Chartered Members and 2 Student/Licentiate Members.
(D) Other key changes:
- To clearly allow the General Assembly, General Meetings and BOT Meetings to happen either with the physical presence or virtual presence of the members.
- The Bye-Laws have been amended to take into account the EDI requirements: he/she is changed to say they; his/her is changed to say their/them; himself/herself is changed to say themselves.
- Clarified the provision in relation to the casual vacancy in the position of the Chair of the BOT.
- Added the transitional provisions for the smooth transition to effect to the agreed new provisions/processes.
- For the appointment of the Associate members of the GA, the criteria for the supporter has been changed from the support from 4 Associate members to 4 Associate/Chartered Members as it was almost impossible to meet the previously required criteria.
- Refocus the General Assembly and its value to the Institute and the profession.
- The GA to meet 4 times per annum with at least one physical meeting, preferably the first meeting of the year to coincide with the inauguration of the President, and at least one virtual meeting. In case of the physical meetings, the GA Representatives will be allowed to have the opportunity to attend the meeting either in person or virtually: Should the circumstances allow and sufficiency of funds is there, the Trustees aim to hold two physical GA meetings a year.
- The RTPI regions should have a regional representative on the GA with one named substitute to attend the GA meetings. The substitute member must be a member of the RMB and/or National Ex Com (as relevant and applicable).
- The relationship between the PPRC/EPP and the GA – To establish a clear role and relationship between the PPRC/EPP and the GA, the Trustees agreed to provide in the Regulations for the PPRC to be constituted as a Committee whose composition should be agreed by the Board of Trustees. The Regulations of the RTPI to include the England Policy Panel and to change its name to the England Policy Committee.
- If a Committee Member fails to attend two consecutive meetings, without the consent of the respective Committee Chair, the Board of Trustees in consultation with the respective Committee Chair may decide to resolve that his/her office be vacated.
- To reduce the requirement of maintaining majority GA members on the standing committees to five GA Representatives on each standing committee (including the BOT and GA members) excluding the PPRC for which the composition would be decided by the BOT.
- The BOT agreed to reduce the time period for applications for membership of committees from eight weeks to four weeks.
In 2019 the RTPI Board of Trustees agreed to undertake a Board Effectiveness review. This was partly in response to the Charity Governance code and partly due to a growing awareness of the challenges of effective decision making within a large Board.
The last time RTPI undertook a similar process was in 2003. A great deal has changed in that time so the Board of Trustees sought third party expertise and consulted widely with the membership in order to establish what changes needed to be made and what structures needed to be updated to reflect the most up to date charity governance guidance.
The last time RTPI undertook a similar process was in 2003. There was a significant change in the organisation with the replacement of the ‘Council’ with the Board of Trustees as the Institute’s principal decision-making body. The role of Chair was created replacing the role of the President in chairing the Council. The eligibility criteria were not updated at that time.
Minor changes to the membership section of the Bye-Laws was done in 2018.
In April 2019 the Board of Trustees commissioned the National Council of Voluntary Organisations (NCVO) to conduct a Board effectiveness review. In July 2019, the Trustees received the report from the NCVO. This review and status of the recommendations is available here.
Following the work done by the NCVO, a Governance working group of trustees was established led by the Chair of the Trustee Board. This group worked throughout 2020 and early 2021 to develop the best way to integrate these recommendations into the governance structures of the Institute.
The BOT Chair shared the status of the board effectiveness review and the progress that was being made to implement the review with the General Assembly members in their meetings in 2020 and 2021 through her BOT Chairs report to the GA. The reports are available to view here.
The BOT formally consulted with the GA on the proposed changes in their meetings in January and June 2021. The BOT Chair consulted with the following Committees, Panels and Boards in their meetings since the start of the year 2021 until the conclusion of the consultation process in July 2021:
- Education and Lifelong Learning Committee
- Nations & Region Panel
- International Committee
- Policy Practice & Research Committee
- Membership & Ethics Committee
- North West Region RMB/RAC
- South West Region RMB/RAC
- London RAB/RAC
- East Midlands RMB/RAC
- Scottish Executive Meeting
- West Midlands RMB/RAC
- North East RMB/RAC
- South East RMB/RAC
- East of England Regional RMB/RAC
- Irish Executive Committee
- Northern Ireland Executive Committee
In addition written responses were received from the South West, North West and Yorkshire RMBs which were also considered by the board in finalising the proposals.
Although members have already voted in favour of the the changes, they are still subject to approval by the Privy Council. We therefore cannot yet set out a detailed timetable until this has taken place.
The proposed changes to the Bye-Laws would be implemented in stages. The changes would come into effect as each post comes up for elected positions starting from 2023. The changes would not therefore impact on the current members of the presidential team or trustees unless they choose to or are eligible to stand for re-election. In 2023 the posts of Chair and the Trustee for Scotland are up for re-election. There would be no election for the Honorary Treasurer. A full timetable for the changes will be published soon.
As per the Charity Commission’s recommendation as advised through the Good Governance Code, the optimum size of a board is about 10 to 12. More isn’t necessarily better when it comes to board size. The organisations with smaller boards are more collaborative and dig deeply into important issues. Much of the attention to board size comes from changes in regulatory concerns and the focus on board compositions needing increased independence and diversity. In the smaller boards, directors and trustees have the same level or greater ownership and accountability and definitely not less.
The Honorary Treasurer position has rarely, if ever, been one of the Trustee positions that has been contested at an election. The Finance Committee’s terms of reference fulfil the requirements mentioned in the Honorary Treasurer role description. Hence, there is no significance of having an Honorary Treasurer position.
None of the Chairs of the other committees, including the standing committees, are elected positions. The Committees of the Institute have specific delegated responsibilities. The Committees through the Committee Chairs report to the Board of Trustees and the GA. The Board of Trustees has the delegated responsibility to appoint the Chair/Vice Chair of the Committees. The Chair of the Finance Committee should be appointed by the Board of Trustees as are all the other positions on the RTPI Committees.
The BOT Chair shared the status of the board effectiveness review with the General Assembly members in their meetings in 2020 and 2021 through her BOT Chairs report to the GA.
The BOT formally consulted with the GA in their meetings in January and June 2021. After the consultation with the GA, the Trustees thoroughly discussed and took into account the feedback received from the GA members.
The dialogue with GA will continue during the first half of 2022 on the detailed implementation of the changes so that we are ready for the elections for 2023 positions.
The Charity Governance Code considers that a board of between 5 and 12 trustees is good practice. The RTPI’s Board is currently operating with 16 Trustees, but has more typically had 17. In consultation with the General Assembly, the Board of Trustees has agreed that the number of trustees be reduced to 13.
These changes are intended to reflect the importance of the Board of Trustees in the governance of the Institute’s affairs and to ensure that Trustees have wide support within their electorate (i.e. the General Assembly representatives). Positions affected include the Vice-President, Chair, Hon Secretary, and Chartered, Young Planner and Independent Trustees.
The RTPI believes that, as the Institute’s affairs become more complex, a two year term is insufficient for a trustee to become a truly effective member of the board. A three-year term renewable once is in line with current best practice. The proposed exception to this is that the Chair would be elected for a term of three years only. The Chair’s role is increasingly demanding and in the interests of good governance it is appropriate to limit the time any one individual can spend as chair of a board.
The General Assembly (GA) to revert to four meetings a year from 2022, at least one to be a virtual meeting. The GA should be provided with training, and other resources made to enable it to perform its function. GA should be empowered to become the ‘Think Tank’ of the RTPI with its policy and practice debates filtering into the work of the PPPRC/EPP/Executive Committees and the Research Team.
In order to achieve a shift to increased accountability in the way that the Institute is operated, a range of bye-laws will need to be changed. A full list of these changes will published on the RTPI website in due course.