April 2016 Council meeting

[Roger de Coverly]

Papers for this are starting to appear at
http://www.englishchess.org.uk/about/ec ... and-board/

Just to flag up a couple of issues.

There is a proposal that directors should be elected for three year terms. Whilst this would, on paper, have prevented the Andrew Paulson challenge to Roger Edwards, there are surely recent examples where having an annual election was an opportunity for the voting membership to express an opinion.

Another proposal is that the FIDE Delegate should be appointed rather than elected. With the current state of FIDE, is this a good thing? Players in the UK are mostly not in favour of the current incumbent as FIDE President and the voting membership at Council usually reflects this in its choice of FIDE Delegate. It's known that the FIDE President can have more influence on those in charge of Federations than individual players, so you could get a pro-incumbent Board selecting a pro-incumbent FIDE Delegate against the wishes of the wider chess playing population.

[Mick Norris]

There is a proposal that directors should be elected for three year terms. Whilst this would, on paper, have prevented the Andrew Paulson challenge to Roger Edwards, there are surely recent examples where having an annual election was an opportunity for the voting membership to express an opinion.

Which they could do anyway, by tabling a motion to remove a Director

[Angus French]

There is a proposal that directors should be elected for three year terms. Whilst this would, on paper, have prevented the Andrew Paulson challenge to Roger Edwards, there are surely recent examples where having an annual election was an opportunity for the voting membership to express an opinion.

Which they could do anyway, by tabling a motion to remove a Director

Personally I prefer the current arrangement: it seems to me that if a current Director is halfway decent they'll be re-elected (assuming they want to be); and, I think it's a useful discipline to have Directors and Senior Officers reapply for their position annually.

Elsewhere, I notice a proposal - supported by the previous CEO - to report how card votes were cast in Council meetings. (I'm in favour of this.)

Something else: I didn't see proposals for the implementation of League Management Software or for a switch to monthly grading.

[Roger de Coverly]

Something else: I didn't see proposals for the implementation of League Management Software or for a switch to monthly grading.

It might come in under Budget and Finance proposals, there again it may have been dropped for the time being. Were there any applicants for the project of supplying the software?

[Julie Denning]

In my election address at the last AGM I stated that, if elected, I would seek to take an interest in the implementation of the Pearce Report recommendations. Over the intervening period I have been putting this into effect.

As the review was looking at constitutional and governance matters one might have expected the Governance Committee to take the leading role in this. However, at the start of the current Board's tenure this committee was in a state of disarray due to resignations and it was recognised that Directors would have to take a significant role in the task. The upshot was that I found myself appointed to chair a sub-committee to consider the review findings. (I would add that the Governance Committee is now well on the way to being restored to health under its new Chairman.) I will therefore try to respond to points being raised here on this subject, although please accept they will be my responses that haven't been coordinated with Board or Governance Committee colleagues before making them.

An overview of the Report's recommendations suggested they fell into various broad categories. Some just required tidying up of the website and were quickly implemented. Others were considered to be the remit of the Board alone, such as matters to do with the conduct of Board meetings and clarifying reporting lines. Many of these points are in hand. Of the remaining matters we decided to prioritise those to do with elections. The rationale was that if Council saw fit to approve the necessary paperwork changes at next month's Finance Council, the recommendations could be implemented at this year's AGM. Into this category fell the re-establishment of the post of Non-Executive Chairman of the Board, election of an independent Chairman of Council, 3-year tenures of office and the election / appointment of the FIDE Delegate.

Relevant points so far raised in this thread are the 3-year tenures and the FIDE Delegate. The former comes directly from the Pearce recommendations without modification. The FIDE Delegate appointment wasn't quite so straight forward. All other ECF posts are either elected by Council or appointed by the Board (or by specific Directors). What Pearce actually recommended for the FIDE Delegate was a bit of a hybrid of being appointed by the Board but approved by Council, whilst reporting to, and taking directions from, the Board. The recommendation being put to Council adheres to the latter part of the Pearce recommendation but refrains from creating this unique situation of being a Board appointment subject to Council approval. Rather, we are recommending that the FIDE Delegate is simply appointed by the Board, in line with all other Officer posts.

It will be noted from the Council papers for the Finance Council that we have also been able to act on the recommendation to re-draft Bye Law No. 4 and to carry out a complete review of the Articles of Association to bring them into line with current company legislation and ECF practices. (Thanks on the latter aspect are due especially to Robert Stern as Chairman of Governance and his extensive professional background in corporate governance.)

We recognise there's still quite a bit to do but with a fair wind and Council's support I'd hope there wouldn't be too much outstanding beyond this year's AGM.

[Roger de Coverly]

Into this category fell the re-establishment of the post of Non-Executive Chairman of the Board, election of an independent Chairman of Council, 3-year tenures of office and the election / appointment of the FIDE Delegate.

With everything else that was taking place at the 2015 AGM, the Pearce report was nodded through without much discussion. That's as it reads from both official and unofficial reports. The previous sacrifice of the Non-Exec Chairman was a consequence of an obsession with minimising the headcount of Directors and the creation of a post of Chairman of Council is a novelty. It's difficult to see either as controversial. The other two proposals are. I might or not be asked by local representatives for an opinion on the 3 year tenure and the appointment rather than election of FIDE Delegate. Were I to be asked, I would want a stronger justification than a recommendation by the Pearce report in order not to suggest a vote against.

[Julie Denning]

Roger de Coverly said:
at the 2015 AGM, the Pearce report was nodded through without much discussion

Roger I disagree. My clear understanding is that at the 2015 AGM the Pearce Report was NOT nodded through at all. There was clear concern amongst Council Members that they were being asked to agree the report with minimal time for discussion. Speaking as a Council member, I said I didn't read the motion being put to us in that way at all; rather I read it as simply asking Council to agree that the review team had carried out the task asked of them. The meeting chairman, as I understood it, agreed with that interpretation and that is all that Council voted on and can be held to. In other words, in my view Council is still at liberty to discuss any of the Pearce recommendations.

I would hope 3-year tenures wouldn't be too controversial. The objective is to have a greater degree of continuity on the Board. It inevitably will take anyone a little time to work themselves into a new role. Some projects require rather more than 1 year to establish fully. Traci Whitfield's work in setting up the Junior Academy is an obvious current example, but I'm sure other Executive Directors could cite examples as well. As has been observed elsewhere, under Article 54 a Director can always be removed by a simple majority vote at Council.

I recognise that the FIDE Delegate question might be more controversial. A significant aspect of the Pearce recommendation was to clarify reporting lines and in the case of the FIDE Delegate to make it clear that he or she was to take directions from the Board. The proposal now being put to Council fulfils this aspect. Not being a Director and taking directions from the Board puts the FIDE Delegate in a similar position to other Officers, none of whom are subject to Council approval. I would need some convincing that there was merit in creating a unique (and cumbersome?) procedure for this one post of being appointed but still needing Council approval.

[Roger de Coverly]

Not being a Director and taking directions from the Board puts the FIDE Delegate in a similar position to other Officers, none of whom are subject to Council approval.

That in itself is a problem, the apparently unaccountable "Strategic Planning Officer" being a case in point. At the time of the formation of the ECF, the BCF had directorships for almost everything including the important (to players) positions of British Championship manager and grading manager. At the time, there was an obsession with reducing the number of directors, so these important roles were swept up into the remit of the Home Director and thus lost their overview from the voting membership at Council. It would be better really if at least some of the managers were announced at the AGM, so they had the legitimacy of Council support.

The FIDE role can be important. If we look at other countries, it's seen from time to time that the Directors can be captured by one FIDE faction or another against the wishes of the players, it being an assumption that votes in Council reflect player opinion.

[Roger de Coverly]

As has been observed elsewhere, under Article 54 a Director can always be removed by a simple majority vote at Council.

I don't think that's the same as being able to vote "none of the above". Assuming a minority is opposed to the continued presence or policies of a Director, then the annual election gives more opportunity for this to be expressed. It entrenches powers of the Directors at the expense of membership. It can be argued that's a good thing of course.

[benedgell]

Something else: I didn't see proposals for the implementation of League Management Software or for a switch to monthly grading.

It might come in under Budget and Finance proposals, there again it may have been dropped for the time being. Were there any applicants for the project of supplying the software?

Yes, there were applicants.

[NickFaulks]

and in the case of the FIDE Delegate to make it clear that he or she was to take directions from the Board.

Has that ever not been clear?

[Roger de Coverly]

Has that ever not been clear?

The Board and FIDE Delegate have never been particularly at odds except during the Paulson period, although I suspect Gerry Walsh was not totally humming at being instructed to oppose the re-election of you know who in 2006. There was at least one election where Nigel was opposed by a candidate who could clearly be labelled as FIDE establishment loyalist and who lost. I'm not sure what would have happened in the event of a vote the other way.

[NickFaulks]

I'm not sure what would have happened in the event of a vote the other way.

The other candidate would most certainly have cast the ECF's vote as instructed by the Board. I hope you are not suggesting otherwise.

[Mick Norris]

In my election address at the last AGM I stated that, if elected, I would seek to take an interest in the implementation of the Pearce Report recommendations. Over the intervening period I have been putting this into effect.

As the review was looking at constitutional and governance matters one might have expected the Governance Committee to take the leading role in this. However, at the start of the current Board's tenure this committee was in a state of disarray due to resignations and it was recognised that Directors would have to take a significant role in the task. The upshot was that I found myself appointed to chair a sub-committee to consider the review findings. (I would add that the Governance Committee is now well on the way to being restored to health under its new Chairman.) I will therefore try to respond to points being raised here on this subject, although please accept they will be my responses that haven't been coordinated with Board or Governance Committee colleagues before making them.

An overview of the Report's recommendations suggested they fell into various broad categories. Some just required tidying up of the website and were quickly implemented. Others were considered to be the remit of the Board alone, such as matters to do with the conduct of Board meetings and clarifying reporting lines. Many of these points are in hand. Of the remaining matters we decided to prioritise those to do with elections. The rationale was that if Council saw fit to approve the necessary paperwork changes at next month's Finance Council, the recommendations could be implemented at this year's AGM. Into this category fell the re-establishment of the post of Non-Executive Chairman of the Board, election of an independent Chairman of Council, 3-year tenures of office and the election / appointment of the FIDE Delegate.

Relevant points so far raised in this thread are the 3-year tenures and the FIDE Delegate. The former comes directly from the Pearce recommendations without modification. The FIDE Delegate appointment wasn't quite so straight forward. All other ECF posts are either elected by Council or appointed by the Board (or by specific Directors). What Pearce actually recommended for the FIDE Delegate was a bit of a hybrid of being appointed by the Board but approved by Council, whilst reporting to, and taking directions from, the Board. The recommendation being put to Council adheres to the latter part of the Pearce recommendation but refrains from creating this unique situation of being a Board appointment subject to Council approval. Rather, we are recommending that the FIDE Delegate is simply appointed by the Board, in line with all other Officer posts.

It will be noted from the Council papers for the Finance Council that we have also been able to act on the recommendation to re-draft Bye Law No. 4 and to carry out a complete review of the Articles of Association to bring them into line with current company legislation and ECF practices. (Thanks on the latter aspect are due especially to Robert Stern as Chairman of Governance and his extensive professional background in corporate governance.)

We recognise there's still quite a bit to do but with a fair wind and Council's support I'd hope there wouldn't be too much outstanding beyond this year's AGM.

Julie

Thanks for that - it is good to see an ECF Director posting here on ECF matters, hope more follow suit

[Andrew Zigmond]

I've now had a scan of the documents for council. One question that arises from the three year terms is what happens if the incumbent chooses not to serve out their term? I'm assuming that a successor is elected at the following AGM but only serves as many years as are left before the position next comes up for election but I can't see that stated anywhere (apologies if I'm just being blind).

Also when a vacancy has historically occurred between AGMs or a position has been left vacant (as happened this year) the board has traditionally appointed a suitable candidate who has then served until the next AGM. Would a board member appointed in such circumstances have to be ratified at the next meeting?

My only other query concerns the granting of undirected proxies to the chairman of council. What influence might this give the chairman in real terms?