Constitutional Engagement Marianne Wyles, Institute Secretary

1. Constitutional EngagementMarianne Wyles, Institute Secretary

3. Constitutional Engagement Sue Upton’s presentation just now referenced a dependency on changes to the Charter so I thought I would take the opportunity to follow that up with a brief talk through of what that means in practice and engage with you on other constitutional points of interest. A Royal Charter is granted by the Privy Council in recognition of an organisation’s "pre-eminence, stability and permanence. Which is just as well! Our physical Charter and Bye Laws are the CIPD’s governing document (or constitution), setting out our charitable objects (which to remind you all are the promotion of the art and science of the management and development of people for the public benefit). Its accessible on our website http://www.cipd.co.uk/cipd-hr-profession/about-us/cipd-charter-bye-laws.aspx and any changes to it must be approved by ¾ of our Chartered Members voting in person or proxy in General meeting, and agreed by the Privy Council. Our Council (not the Privy Council!) is part of this constitution – (one representative per Branch plus the Board) and has the powers I have referenced in the top right chunk of the circle. I’ve put levy fees and subs first as that is what Sue has been talking about. The exact power is “Council can levy admission fees, transfer fees and annual subscriptions on Members at such rates as it shall from time to time determine and may levy different rates on different categories of Members”. If you wish to do so by more than 1% above RPI, you must call a general meeting of members to approve this. What we will be proposing to the Members at the AGM on 14 January 2014 for the reasons Sue articulated, is to remove the 1% cap. It is also the intention to move to a rolling subscription in due course.

4. OK - onto your other powers. You can establish or dissolve branches - I’m not aware the last time this was done, but you can do it ! It’s great to see so many branches represented here today by the way. • And also - elect the majority of the Board. • Our Board composition is pretty prescriptive - we have the • President • The President Elect • Immediate Past President • Honorary Treasurer • Chair of the Board • Chief Executive • Vice President, Membership and Professional Development • Up to 9 elected Board members. (Elected meaning elected by Council). And you will have seen from two previous communications that we put some vacancies on hold in the last cycle while Peter was appointed and we were considering optimum board size. • The Board have debated whether it is sensible to appoint to the position of President one year in advance of them taking up the post, and whether it is necessary for the Immediate Past President to have a formal governance role. And they have concluded that it is not... • What we currently have even if someone just serves one two year term as President (ie the elected head of the Institute and accountable to the Membership) is that they have to formally commit for 5 years (ie 1 before and two after), and 7 if they serve two terms. • They considered that if they increased the term of the President from two to three years that would be comparable with the other Board members and they would have the full responsibilities for the complete length of their tenure. • But the impact is if you take these positions out of the Board composition - in order to keep the balance between the two we are proposing that the numbers of Council elected members also reduce. The maths would make this 7. ( 0.5625 to 0.583) and the total number of Board members - 12, a number recommended in many governance guides as being optimum for decision making....

5. What we are not proposing is any difference to the duties of the Chair of the Board whom Council elect, and Dean Royles whom many of you know has done sterling work for us over the last four and a half years. President and Vice Presidents Gill Rider is approaching the second year of her second term of office and we are looking for someone who can continue to provide inspirational leadership, play a pivotal role in helping to shape the CIPD’s agenda and increase our impact. Currently the Members elect Vice Presidents as honorary officers and we currently have 7, one per portfolio of the HR Profession Map. Another suggestion that we will be making is to reposition these roles (apart from the VP Membership and Professional Development) as Expert Advisers (or similar) to give advice and support in the public domain but have them appointed instead by either Board, Executive team or Council . They don’t have constitutional accountability or report to the President so its slightly out of kilter for it to be an ‘All Member vote’ and while we are considering other improvements - it was a good opportunity to look at this. But what you might be most interested in is Nominations. What the CIPD does not have currently is a Nominations Committee as a sub Committee of the Board. The Combined Code states that there should be a formal, rigorous and transparent procedure for the appointment of new directors to the Board and while we routinely set up Appointments Panels and advertised vacancies, we should formalise this. Our Directors are also Charity Trustees and it’s extremely important that the people being elected by either Members at AGM, or by Council have gone through a robust process where we have reviewed the balance and effectiveness of the Board, identified the skills needed, reviewed who might best provide these against objective criteria, the time requirement of posts and that appointees have the time and commitment to devote. See link to the current Board also on our website - http://www.cipd.co.uk/cipd-hr-profession/about-us/board.aspx The next Board meeting on the 5th November is going to consider proposals to set one up and if these proposals are taken forward then the next round of vacancies (two of the current Board are retiring next May) would go through this process. I put frequency here – this was just in relation to your own Council meetings, you meet twice a year but I think meetings like this are a great way to engage with you between the formal meetings – normally as you know the meetings are chaired by the President – we plan on introducing some flexibility here.

6. Membership – the reason for this prompt is that we are planning to waive the absolute on Trustees having to be a Chartered Member. We are fortunate that the person we would like to put forward as Honorary Treasurer (who we hope to introduce to those of you attending ACE) does have a dual accounting and CIPD qualification but this may not always be possible and we are planning on saying that in exceptional circumstances the Board may waive the requirement for Members of the Board to be chartered Members if it is agreed to be in the best interests of the Institute to do so. My question you may want to debate in your break out groups are would you be happy for a similar clause to be put into Membership of Council ? And last but not least, Professional Conduct – Council have responsibility for the professional standards to be adopted by members including all matters of professional conduct and ethics - and we have made much progress here on the code itself (the four principles of Professional Competence and Behaviour, Ethical Standards and Integrity, Representative of the Profession and Stewardship) – and the investigation and disciplinary procedures. But what I would like to hear from you is how else you might like to support us in this. And my closing point is just a reminder that our AGM is the 14th January 2014 so I look forward to seeing many of you at that meeting. We will be sending out the notice around mid December and it will include a link to the proposed changes to the Charter. Please do come back to me personally if you want me to talk you through anything you have heard here today. Marianne Wyles, Institute Secretary m.wyles@cipd.co.uk 020 8612 6701 Break out groups Is there anything in what I went through that you want further explanation of? What’s your reaction to the suggested changes ? Requirement for Council to be Chartered Members? Professional conduct ? How else would you like to engage with us ? Marianne 09.10.2013