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4.1 Governance structure
4.1.1 Board composition and terms of office
1.
The usual size of the board should be increased to nine trustees, to allow for greater diversity of hard and soft skills and experience on the board. It is proposed that some new trustees are appointed by board co-option, that is to say the board recruiting and appointing them using a similar approach to recruiting someone for a job. This will allow the board to ensure it has an appropriate mix of skills at any one time. It is the approach taken successfully by the Foundation to the creation of its board. So, in future we recommend that the board should usually consist of six elected trustees and three co-opted trustees. (See also recommendation 9.)
2.
The maximum size of the board should be increased to 11 trustees, to provide flexibility in managing transitions of trustees, skills and the Chair.
3.
Terms of office of trustees should generally continue to be two years for all new trustees, with a maximum of three terms of office. This maximum should only be extended if there are very exceptional circumstances.
4.
The term of office of the trustee chosen to be the Chair should be agreed by the board as two years as Chair. This gives enough time to undertake the role but is not overly onerous. The maximum terms of office of the Chair, as chair, should be six years, subject to reappointment by the board.
5.
The Vice Chair should chair board meetings when the Chair is unavailable and be a source of wise counsel to the Chair and be chosen with this in mind. The
board should continue to clarify the roles of its officers (Chair, Vice Chair, Secretary, Treasurer) and use standard charity templates to do so.4.1.2 Committee structure
6.
The board should establish a Governance Committee of at least three people which should be responsible for:
- establishing and maintaining a grid of the skills and experience required on the board and identifying those that are currently met and unmet
Compass Partnership
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