Governance – Dull with a silver lining?

Mark Downs, Chief Executive of the Society of Biology is our guest blogger, taking a look at some of the challenges of governance.

Governance is dull. Lots of bureaucracy and an administration overhead. Enough said? The strange thing is that it can become quite interesting if you’re not careful. That’s the situation I found myself in after just a few months in my new job as the CEO of the Society of Biology back in late 2009. It was a new organisation with completely new governance.

logo cmyk copyThe Society was formed from a merger of the Institute of Biology and the Biosciences Federation bringing together an organisation with individual members with another focused on organisational membership. This was a real challenge in terms of governance with the need to ensure both individuals and organisations had equal weight. The other complication was that the majority of the member organisations were other specialist biology based learned societies covering various sub-disciplines all with their own version of governance to contend with! For individuals we had a variety of grades to cover ranging from school pupils to Fellows.

The good news was that the new Honorary Secretary, Professor David Coates, had a great eye for detail and wanted the Society to be forward looking. We all owe him a great deal for the work he put in. It undoubtedly set us on the right course.

Our current model is a positive, modern set-up and ensures our trustees are closely linked with members, who provide the majority of the income of the Society. To deal with the differing membership types two “colleges” have been established – one representing individual members and one member organisations.

Our 15 Trustees make up the Board of the Charity with responsibility for the strategic direction and oversight of the organisation. Eight are elected (four from the College of Individual members and four from organisational) and seven are appointed by Council. The aim here was to ensure balanced representation with the ability to appoint trustees to fill skills gaps. Terms are four years.

As a Charity incorporated by Royal Charter our Articles and Bylaws have to be approved by the Privy Council – ideally not something that you should keep seeking to change. That is why the ability to describe almost all things in Regulations, agreed by the Trustee Board, has been a huge benefit, allowing us far greater flexibility to adapt to new challenges and opportunities.

VirusesBut has it worked? Is there a silver lining to investing time in governance? For the Society of Biology I think the answer is a resounding “yes”. We certainly haven’t got it all right first time and we have needed to change supporting committee structures, separate out audit from finance and put in place more specialist committees than we originally envisaged. But, the critical point is that the initial framework has allowed us to do that easily. The initial burden of establishing good systems has paid off. Current charity sector best practice has included a push for more representative trustees and committees and through regular review of Board effectiveness and consulting the members we will keep returning to this.

Of course, for membership bodies it is often the codes of conduct and quality of assessment which are critical. For me that is where the Science Council plays a crucial role helping organisations to share best practice, offering an independent and standardised quality assessment through the licensed registers. We have certainly benefited from it.

I am always struck by the misunderstandings that surround the operation of charities. Most of it is common sense and most things are possible. Too often individual charity rules or articles are used as excuses not to do new or different things. Perhaps if charities were more regularly viewed as businesses aimed at delivering social benefit rather than shareholder value, trustees would have a different perception? The irony for professional bodies is that the minority who are not registered charities can easily tie themselves up in governance knots in the pursuit of fairness and transparency. Charity law is far from perfect. But it’s a good framework for many.


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