At our 2017 AGM we agreed to carry out a Governance Review. That review, which was led by Dame Deirdre Hutton DBE and supported by Julia Unwin CBE, was completed in three-stages over a period of 18 months. The reports from each stage are provided below. At each stage we sought the views and opinions of Trustees, members and other stakeholders and took professional advice. Using this feedback and insights, the review made a series of recommendations.
While some of the Governance Review recommendations could be implemented by the people at Which?, there were important changes that required the agreement of our members and which were put to the AGM in November 2019 as Special Resolutions.
A significant majority of members voted in favour of the resolutions. We agreed that these changes in governance were necessary to ensure that Which? could continue to be a relevant, dynamic force for consumer good, able to adapt to the fast-paced demands of the increasingly digital world we live in. We’re now looking at how we implement the recommendations and prioritise them since the coronavirus outbreak.
Here’s a summary of the changes and their benefits to the organisation and to you and other UK consumers:
Refresh the purposes and values of the charity to better reflect what we aspire to do and guide how we achieve our goals
Simplify and modernise the charity’s Articles of Association, making them easier to understand
Develop better ways to enable members to participate in, and influence, what Which? does
Adopt a new approach to Trustee recruitment, appointment and development that is transparent, focused on achieving diversity of thinking, background and experience, and reflects the importance of all the Trustees’ accountability to members
Adopt a new internal governance framework, which enables the Council of Trustees, subsidiary commercial Board and the Chief Executive to deliver on the group’s mission, values and strategy in a risk-focused way.
For further information about the AGM itself, please click here.
Third and final report - Recommendations Report
'Recommendations for shaping our future Governance'
Which? occupies a unique and important position as the only charity in the UK working at the intersection of consumers, business and policymakers, to create lasting positive change for millions of people. Which? needs to be easy to understand and easy to lead. It needs to be able to respond to the increasingly competitive digital environment, reinvigorate itself as a membership organisation and be more open and accountable. Its Trustees must be diverse in their thinking, expertise and experience and able to oversee collectively and effectively all aspects of what Which? does.
The final report from our governance review sets out recommendations to help achieve these aims and the Council of Trustees brought forward resolutions to implement a number of the proposals at our 2019 AGM.
Reports one and two
The first report of the review 'The Future Governance of Which' explores why we believe we need to review how Which? is run.
The second report of the review 'Evolving in a modern world' explores the different options to evolve the governance of Which?
Member events and engagement
What we’ve heard - ‘Evolving in a modern world’ - June 2019
The Governance Review Committee have recorded the answers to member questions by video, and Anabel Hoult, CEO, has addressed any questions we received relating to strategy in the document below. A live Which? Conversation session was held on 25 June, where members were invited to question our Corporate Governance team about the latest governance report. To read the conversation please click here.
Your Governance Review questions answered by video here:
Quick links to video content below:
‘The Future of Good Governance’ event - February 2019
On 15 February we hosted 'The Future of Good Governance' event at our London office attended by the Charity Commission, industry experts and similar organisations. We were pleased that a small group of ordinary members were also able to join us for the event.
For those who didn't attend, please find below a written summary and video clip of the event.
How we are run
Which? is the trading name for the Which? Group, wholly owned by the Consumers’ Association. As we operate as a social enterprise, our charitable purposes and commercial activities are intertwined.
The Council of the Consumers’ Association is the ultimate governing body of our charity and the Consumers’ Association as a whole. Council trustees are responsible for the continued success of Which? and the achievement of our charitable mission.
Each company within the Which? Group is also closely managed by its own board. The Which? Limited Board oversees and sets the strategy for our commercial activities. The Which? Financial Services Board oversees our financial services businesses.
Our chief executive, Anabel Hoult, looks after the day-to-day running of Which?, with support from over 650 staff based in Cardiff, London and Bristol. All of our staff work towards the same goal: to tackle consumer harm and help consumers be as powerful as organisations they deal with in daily life.
Find out more
As part of our ongoing commitment to transparency around our governance, we have published our Directors' Conflicts of Interests policy. This explains the approach we take to identifying, preventing and recording any conflicts of interest between Council trustees (and directors of other group companies) and their outside interests. This is available below, as well as some more information on our governance.
The Consumers' Association, which trades as Which?, is registered in England and Wales and is a charity, No 296072. Which? Ltd is its wholly owned trading subsidiary, also registered in England and Wales, company No 677665.
Remuneration Approach and Principles – 1 July 2017
The objective of our remuneration approach is to attract, retain and motivate employees of the highest calibre at all levels of our organisation and to sustain the delivery of high levels of performance without paying more than is necessary.
Which? is unusual: it is a social enterprise that sits within the charitable sector and is regulated by the Charity Commission, but its charitable parent organisation, the Consumers’ Association, does not rely on fundraising, government funding or grants.
All directly charitable activity is funded through the commercial activities of Which? Limited and its subsidiaries, with all group companies undertaking their activities with the aim of tackling consumer harm and helping consumers be as powerful as the organisations they deal with in their daily lives. The remuneration approach underpins and supports this.
We have adopted a core set of remuneration principles, which are set out below. More detail on our approach is set out in Appendix One:
- Which? uses reward as a tool to attract, retain and motivate our people to deliver our long-term ambitions;
- Our plans are simple and clear, as well as transparent to our members and other public stakeholders;
- Our approach recognises the hybrid nature of our organisation as a social enterprise with commercial operations;
- We operate common design frameworks throughout the organisation to ensure everyone is aligned against our common goals;
- The quantum and balance of the different reward elements are based on role/job family for the different markets in which we operate and compete for talent;
- All variable pay reinforces the delivery of our long-term strategic framework;
- Total remuneration (including fixed and variable pay) will be benchmarked to set a fair and role appropriate level;
- We do not offer variable pay that pays out over multiple years;
- We will have in place an annual variable pay plan for key employees with the maximum amount of variable pay at 100% of base salary; and
- We will incentivise for long term performance with a % component focused on progress towards long term objectives including group-wide financial and impact measures and the must win battles included in the strategic framework.