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Appointment of Council trustees

The Council of the Consumers' Association is the ultimate governing body of our charity and the Which? Group as a whole.

Council trustees are responsible for the continued success of Which? and the achievement of our charitable mission; to make individuals as powerful as the organisations they deal with in their daily lives.

For many years, the majority of our trustees have been directly elected from our membership through an annual Council election, and the remaining trustees were co-opted (appointed by interview). This process has now changed and the distinction between co-opted and elected Council trustees has been removed.

Why was change needed?

As a result of an independently led governance review, which you can read about here, it was concluded that the process for the appointment and election of trustees was outdated and no longer served as best practice. Changes in the regulatory environment put volunteer trustees in positions of considerable responsibility and public accountability that were rarely known even 10 years ago, with the charity sector coming under increasing scrutiny and expectations for robust governance. It was noted in particular that the Charity Commission and the Charity Governance Code all have requirements and expectations around the skills, experience and time commitment of trustees to ensure they are able to fulfil the role required of them under the Charities Act 2011, the Companies Act 2006, and more broadly to ensure good governance.

As a charity, therefore, we have a duty and responsibility to build a Council of Trustees with the right mix of experience and diversity, in the widest sense, to represent all UK consumers.  We require a Council of Trustees who can provide stewardship built on the provision of expert and effective oversight, to ensure that the organisation can grow, be sustainable, and meet the many challenges and duties that it has in a digital age, while staying focused on the delivery of the Which? mission.

With this in mind, the Governance Review looked at a broad range of potential models for trustee appointments, before recommending the adoption of the Member Approval Model, which was subsequently voted for overwhelmingly by our ordinary members at our November 2019 AGM.

What is the Member Approval Model?

In essence, the Member Approval Model enables the Council of Trustees to appoint the best person with the most appropriate skills to a vacant role while also increasing their accountability to our members.

The model places the onus on the trustees as a group to explain to members why each trustee has been appointed and the value that they add, so that members are better informed. Eligible* members will be invited to cast a vote for both the reappointment of existing trustees and for the appointment of new trustees.

*Eligible members are ordinary members or subscribers/members who have subscribed to Which? goods or services for more than one year.

An outline of the Member Approval Model process and how trustees' terms works in practice can be found below:

Member Approval Model flowchart 26 Kb | 22 Jun 2020
Trustee terms in practice 14 Kb | 19 Jun 2020

Do other charities use the Member Approval Model?

Charities adopt lots of different approaches to appointing trustees, depending on their legal form, purposes and history. We see the Member Approval Model as a blend of the best we have seen in the governance of other charities and commercial companies because it has, at its heart, the need for all trustees to be accountable to members while responding to the obstacles we found from our previous appointment model.

Our decision was informed by what we heard during consultation with members and stakeholders during the Governance Review, our research of the options available, the views of the Governance Review Committee and the Council of Trustees and the input and experience of sector experts.

How will we seek applications for vacant trustee positions under the new model?

We will be innovative and committed in the search for a diverse range of talents, skills, background and experience and will find engaging ways to ensure that all those interested are encouraged to apply.

All trustees will be appointed by Council following a search-and-selection process led by a Nominations Committee with two independent members, and we’ll ensure transparency of the processes used to find and appoint new trustees.

What happens if members don’t accept a trustee appointment recommendation?

Members will be able to vote trustees off Council if they are dissatisfied with either their performance or attendance.

If members do not approve the appointment or reappointment of a trustee, that person will step down and will be prohibited from reapplying for a period of three years.

Any replacement appointment will be made initially by the Council of Trustees (following a recommendation of the Nominations Committee which is responsible for undertaking an open search-and-selection process). The appointee would only be able to continue as a trustee if their appointment is approved by members at the following AGM.

How long can a trustee serve?

A trustee can serve up to three terms of three years, so a total of nine years. Only in exceptional circumstances can a trustee be reappointed after nine years.

Who can apply to become a trustee?

The application process will be open to all, including our members. Vacancies will be widely advertised, including through our magazines, so keep a lookout.

Note: It is a requirement of our Articles of Association that Council trustees must become an ordinary member of the Consumers’ Association on appointment.  

Roles and responsibilities of Trustees

Information about the responsibilities of the Council of Trustees, and the skills needed for the role of trustee, can be found below.
 

If you have any questions, please get in touch by emailing council.appointments@which.co.uk 

2019 Council electionUnlink

The results of the Consumers' Association election 2019 are as follows:

Council Election 2019 results 27 Kb | 25 Nov 2019

The Consumers’ Association would like to thank the candidates who stood for election and welcome new Council members Richard Sibbick and Melanie Griffiths. The elected members of Council took up their positions following the AGM on 23 November 2019.