At our 2017 AGM we agreed to carry out a Governance Review. That review has been led by Dame Deirdre Hutton DBE and supported by Julia Unwin CBE. It has been completed in three-stages and at each stage we have sought the views and opinions of Trustees, members and other stakeholders and taken professional advice. Using this feedback and insights, the review has made a series of recommendations.
While some of the Governance Review recommendations can be implemented by the people at Which?, there are important changes that require our members to agree and are being put to this year's AGM as Special Resolutions. In addition to the explanatory notes in the Notice of AGM, and further material in this section, we have also set out further questions and answers in this document.
A marked-up copy of the Current Articles is available here and shows the changes that will be made if each of Special Resolutions 6, 7 and 8 pass but Special Resolution 9 fails.
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.
We have now published the final report from our governance review which sets out recommendations to help achieve these aims and the Council of Trustees will bring forward resolutions to implement a number of the proposals at this year’s AGM.
Thank you to everyone who has contributed to the review. We continue to welcome your thoughts and encourage you to vote at the AGM on 23 November 2019. You can email your comments or questions on the review to Govreview@which.co.uk. Voting packs for the AGM will be sent to ordinary members at the end of October and those who want to will be able to vote in advance of the day.
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
Thank you to everyone who submitted a question and completed the report survey, we greatly value your feedback. Members of the GRC have recorded the answers to your questions by video, and Anabel Hoult, CEO, has addressed any questions we received relating to strategy in the document below. Thank you also to those members who joined our live Which? Conversation session on 25 June, 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 members 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 make individuals as powerful as the organisations they have to deal with in their daily lives.
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 members (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 detriment, making individuals 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.