2018 SGM decision briefing

ICE Council September 2018 – Governance changes and Special

Sept 2018
General Meeting

Summary

• This year ICE balloted its members to agree changes to the Institution’s governance structure. The
ballot took place between 1 June and 10 July 2018 and more than 70% of those who voted were
in favour of this resolution.
• During the ballot window, a group of members petitioned to hold a Special General Meeting. An
SGM was duly held on 31 July 2018 at which three resolutions were carried.
• Council took time to consider their response to the resolutions.

This set of Q&As offers answers to potential questions about the specifics of the changes to ICE’s
governance structure, the SGM process and Council’s response to the SGM resolutions.

Council Statement – 5 September 2018

Council to implement full governance consultation and review following the results
of the Special General Meeting

4 Sept 2018: ICE Council met to discuss the results of a Special General Meeting (SGM) called after the summer’s
ballot on governance changes to the Institution.

The membership has already voted on a proposal to reduce the size of the Trustee Board from 44 to 12 and having
gained majority support during the ballot these changes will go ahead in November.

However, the Council accepts the result of the SGM and legitimate concerns expressed at that meeting about the
need for effective communications. It has therefore decided to implement a full governance review, which will be
overseen by ICE Council.

The review will consult very widely across the membership and interested parties and will report to Council
throughout 2019, prior to framing recommendations on the basis of the consultation.

Speaking on behalf of Council, President Professor Lord Robert Mair and Vice President, Public Voice Rachel
Skinner said:

“Council has and continues to act scrupulously in accordance with ICE’s by-laws.

“Under our by-laws we are compelled to introduce the governance changes accepted by the membership in
July.

“At the same time, we have listened to and accepted the results of the SGM. In particular, we recognise that
there were concerns over communications, engagement and process in how those proposals were brought

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to the members.

“In accordance with the SGM resolutions, Council has decided to commit to a full governance review under
the new trustee structure. This will include a comprehensive period of consultation to ensure that a full
range of views are heard.

“Our next step will be to appoint an independent chair to lead this review. They will develop terms of
reference, form a diverse and inclusive working group and collate an onward programme for Council
approval in December.”

Special General Meeting (SGM)

What was the result of the SGM?

The motions put to SGM attendees, along with voting numbers, are shown below:

1. That the SGM expresses disappointment with the ICE in its handling of the Governance Ballot on proposed
changes to our Royal Charter, By-laws and Regulations and its failure to conduct extensive consultation with
the Membership at large.

140 voted for this resolution, 75 voted against this resolution. This Resolution was carried.

2. That the ICE Council be required to undertake extensive and effective consultation within ICE’s membership
at large, and expressly within the UK and International Regions, Special Interest Groups, Expert Panels and
Associated Societies on the need for, nature of and details of changes in ICE governance, such that the
Institution meets the spirit of the Charities Commission’s Code of Governance for larger charities whilst at
the same time meeting the needs and aspirations of the Institution and its membership.

129 voted for this resolution, 87 voted against this resolution. This Resolution was carried.

3. That the ICE Council be required to formulate new proposals for ICE Governance following and derived from
the consultation and to then hold a new ballot of the Membership on those new proposals.

129 voted for this resolution, 88 voted against this resolution. This Resolution was carried.

Why was an SGM called?

An SGM was called by a small group of members after a motion calling for one reached the required 60 signatures.
The proposers tabled the above motions which meeting attendees were asked to vote on.

I noticed that I could only vote at the SGM by attending in person. Is it possible to
provide an option for proxy voting in future?

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ICE by-laws currently make no provision for proxy or electronic voting at an SGM. It would not have been possible to
make such a change during this process without facing a significant challenge. However, it is exactly issues like this
that can be consulted upon in the upcoming process.

The SGM motions called for a member consultation to be held. What consultation was
done – and why was this not seen as sufficient?

Extensive debate took place in Council, who are elected representatives of the membership, before the decision was
taken to put the proposals to a membership ballot. Council is made up of members from across the UK and
internationally, and every ICE member has a representative on Council, in much the same way that Members of
Parliament represent their constituents.

It should also be noted that the ballot was in effect a consultation of the membership. If less than two thirds of the
membership had voted in favour the resolution would not have been passed. We believe that, having been given
approval to put the decision to a membership vote by their representatives on Council, it was fair and democratic to
allow members to have their say on the matter and vote with their conscience.

Members were informed of Council’s intent to ballot them the day after Council made the decision, in a news article.
Several further communications were issued to members, including via the member e-newsletter, regarding the
ballot.

This process of asking the membership’s permission to enact changes has been used since the Institution was
founded and is the best way to ensure that every single eligible member has their say.

I am confused about the difference between the member ballot and the SGM vote. Can
you please explain?
There have been two separate opportunities to vote for change at the ICE in recent months.

The first, which was a six-week ballot process open to all ICE corporate members, proposed a number of changes to
the rules that govern the ICE. This process, referred to here as the “ballot” or “member ballot”, ran until July 2018
and the electronic votes received from thousands of members who chose to vote confirmed that each of the
proposed changes should proceed. Under our democratic process, overseen by the Privy Council, this result means
that the governance changes must and will go ahead.

The second voting opportunity was the Special General Meeting or SGM. An SGM was called by a group of members
after the ballot process was already live, but before the ballot results were known. The SGM itself was held after the
ballot results had been announced. The requisitioners (the people who called for the SGM to take place) wanted to
test the three statements reproduced above. At the SGM itself, around 215 eligible votes were cast in person. The
results have been handled in accordance with our by-laws, as explained below.

SGM resolutions – Council response

What options were available to Council with regards to the SGM resolutions?

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By-law 99 governs the next steps. It states:

‘As soon as practicable after it is passed a resolution of a Special General Meeting, which the Special General Meeting
is competent to pass, shall be considered by the Council which shall resolve either (1) to accept and, if required and
subject to By-law 100, to implement the resolution or (2) expeditiously, and in accordance with By-laws 102-104, to
put the resolution to a vote of the Voting Members entitled to vote thereon. The notice required by those By-laws
shall be accompanied by a statement of the Council’s reasons for not resolving to accept and implement the
resolution of the Special General Meeting.’

So, in summary, Council had two choices:

1) In line with the SGM resolutions, commit to a full governance review under the new trustee structure with a
prolonged period of consultation. This may lead to a future ballot, if required, most likely in 2020.

2) Ballot the membership on the SGM, setting out why Council wishes to reject the resolutions passed at the SGM

What has Council decided to do?

Council has accepted the resolutions that were carried at the SGM.

How will the governance review and consultation work?

Council will appoint an independent chair to lead this review. The chair will develop the terms of reference and form
a diverse and inclusive working group for Council approval in December.

The process will involve a very wide consultation of the membership and interested parties and will report to Council
throughout 2019, prior to framing recommendations on the basis of that consultation.

Why is Council continuing with the governance changes set out in the Ballot, given the
views of the SGM?

Council has not ignored the outcome of the SGM. Nor can we ignore the fact that the ballot process must, legally,
run to its conclusion. The procedures to be followed as a direct result of the June-July governance ballot are clearly
set out in our agreed by-laws and ICE has re-confirmed that process with the Privy Council since the SGM.

The Privy Council will not permit the ballot result to be overturned by the SGM. The ballot was held in accordance
with the by-laws, and 70% of voting members voted in favour of the resolution, so it would be a breach of our own
by-laws to ignore this result. Therefore, Council had no choice but to move forward with the proposals as per the will
of the membership.

The SGM result showed clearly that some members feel that the ballot process could
have been run better. How can you go ahead with implementing the ballot decision on
this basis?

Council has noted the outcome of the SGM and intends to proceed with implementing the resolutions, but (as

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above) this must be done in accordance with the by-laws. This relevant by-law was drafted and voted upon by
members in 2008.

For further context, the following is an extract from the ballot paper which was sent to members in 2008 when the
by-law was amended:

“The (Orr) Governance Review considered that it would be inappropriate to determine the policy and
direction of the Institution on the passage of a resolution by as few as 150 members who happen to be able
to attend an SGM in London. ICE Council has acknowledged that the SGM provides a proper mechanism for
members to put forward ideas as well as being a means of enabling Council to be brought to account in its
direction and management of the Institution. However, Council considered that the By-laws should provide
for a clear process to enable SGM resolutions to be reviewed by Council. Council’s concerns were that:

a. a resolution passed by a relatively small number of members forming the quorum at an SGM might not
necessarily reflect the view of the Institution’s [then] 80,000 members both nationally and internationally;
and

b. a group of unelected members should not have the ability to pass a resolution that in some circumstances
could impose an unacceptable risk of liability on Council members as Trustees, particularly where there were
financial and business risk implications.”

In the case of 2018’s SGM, fewer than 150 members, out of a total of over 92,000 people, voted in favour of the
resolutions.

It should also be noted that the resolutions, as drafted by the requisitioners for the SGM, did not ask for the changes
to be halted or the ballot to be overturned. The resolutions asked for a period of consultation and the formulation of
new proposals. This is exactly the course of action being carried out by ICE.

Aren’t you just hiding behind lawyers and by-laws?

Absolutely not. As you would expect, ICE seeks legal advice to ensure that it complies fully with its by-laws and it did
so in this case. It must listen to the advice of solicitors and act in its best judgment to comply with by-laws. To ignore
such legal advice would be to fail to discharge its duties as guardian of the Institution.

Why are you implementing the governance changes in November despite the results of
the SGM?

The majority of the membership who voted in the June-July ballot are in favour of these changes. It is not within ICE
Council’s power to overturn the results of the democratic ballot and as such we must proceed as directed by the
membership.

However, nor can the results of the SGM be ignored. This is why we are pursuing the option to undertake a
governance review as previously outlined and as requested by those who called the SGM.

What form will the promised consultation on governance take?

We appreciate that today’s membership expects, wants and needs us to reflect modern best practice in terms of
communication, engagement and consultation. The governance review gives us the perfect opportunity to show

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real progress in this area. We realise that in reality we need to give many different ways for our members to engage,
and in return we hope that a larger proportion of members will choose to become more involved with our Institution
and make their views known to us.

The Presidential Team is open to ideas at any time and is always keen to listen to any members who see
opportunities for improvement. This helps us to achieve not only our communications and engagement objectives
but also supports our strategic goals around raising the wider profile of civil engineering.

How much has this whole process cost the Institution?

There are a number of factors that need to be included in the costs of the ballot process and the SGM. In total we
can estimate that the current direct costs of the entire process have been approximately £60,000. The cost in staff
time and the consequent inability to undertake other work is considerably higher.

What is the point of voting in a member ballot if all that is needed to overturn them is to
organise 59 friends and colleagues to call an SGM and have them overturned?

The course of action being taken by the elected Council means that the SGM outcomes will be taken into account
but will not overturn the ballot result, as voted for by the membership.

ICE would always encourage all eligible members to vote in ballots. It is one of our active objectives to encourage
further engagement from members and to increase the democratic involvement of all members.

It was identified in the Orr Review of Governance in 2008 that it would be “inappropriate to determine the policy and
direction of the Institution on the passage of a resolution by as few as 150 members who happen to be able to attend
an SGM in London. ICE Council has acknowledged that the SGM provides a proper mechanism for members to put
forward ideas as well as being a means of enabling Council to be brought to account in its direction and management
of the Institution”.

This area will undoubtedly form part of the governance review and consultation programme that the Institution is
now instigating.

Does this mean that Council is ignoring the democratic result of a ballot?

No, ICE is compelled by the result of the ballot and Privy Council expectations to bring about the trustee changes
accepted by the majority of those who voted. However, we cannot ignore the issues raised by the requisitioners at
the SGM. It is for this reason that the new governance structure will be implemented in November, but a
comprehensive and detailed consultation and review process will also be undertaken.

Ballot and governance change background briefing

The ICE Council recommended that members approve the proposed changes to the Institution’s governance
structure which are designed to ensure that ICE follows the Charity Governance Code for larger charities. The ICE
Council also believes that the recommendations will make the Institution more agile – more able to meet the needs

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of society, industry, and members.

The new structure will see a smaller, more agile Trustee Board becoming responsible for the Institution’s strategic
decision making. A new Council will act in an advisory capacity to the Trustee Board. The new Council will meet
regularly and play an important role as a body to which the Trustee Board can turn for advice. The new Council will
also focus on wider professional and societal issues and use their wide expertise to propose solutions to tackle them.

It is important to note that this process will have no impact on any members’ professional qualifications or on the
Institution’s status at large.

Key points
• These changes were driven by the ICE Council who recognised the need for an efficient approach to
governance;
• The changes will ensure that we follow the Charity Governance Code which sets out best practice for
charities of our size;
• The changes will make the Institution more agile and effective, and represent a modern approach to
governance;
• The membership will retain control of the direction of the Institution via a robust and transparent selection
process;
• This is not a radical change to the way ICE is governed, rather, a sensible proposal to improve the way that
the Institution is managed.

Charity Governance Code

The Charity Governance Code Steering Group states that good governance in charities is fundamental to their
success. It believes that a charity is best placed to achieve its ambitions and aims if it has effective governance and
the right leadership structures. Skilled and capable trustees will help a charity attract resources and put them to best
use. Good governance enables and supports a charity’s compliance with relevant legislation and regulation. It also
promotes attitudes and a culture where everything works towards fulfilling the charity’s vision.

The Charity Governance Code sets out seven principles to help charities and their trustees develop high standards of
governance. Whilst not a legal or regulatory requirement, the code is used by charities across the United Kingdom to
guide best practice. It was developed by a cross-sector steering group with the help of more than 200 charities,
individuals and related organisations. The seven principles which make up the code are:

1. Organisational purpose - The board is clear about the charity’s aims and ensures that these are being
delivered effectively and sustainably.
2. Leadership - Every charity is led by an effective board that provides strategic leadership in line with the
charity’s aims and values.
3. Integrity - The board acts with integrity, adopting values and creating a culture which helps achieve the
organisation’s charitable purposes. The board is aware of the importance of the public’s confidence and
trust in charities, and trustees undertake their duties accordingly.
4. Decision-making, risk and control - The board makes sure that its decision-making processes are informed,
rigorous and timely and that effective delegation, control and risk assessment and management systems are
set up and monitored.
5. Board effectiveness - The board works as an effective team, using the appropriate balance of skills,
experience, backgrounds and knowledge to make informed decisions.
6. Diversity - The board’s approach to diversity supports its effectiveness, leadership and decision-making.

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7. Openness and accountability - The board leads the organisation in being transparent and accountable. The
charity is open in its work, unless there is good reason for it not to be.

What will the new governance structure look like?

In accordance with Principle 5 of the Charity Governance Code, the ICE Council believes that the members and
society will be better served by a 12-strong Trustee Board. Currently, decisions about how ICE should be run are
taken by Council, and responsibility for delivering them lies with the Executive Board. The new Trustee Board will
take over the decision making functions of the ICE Council and will also be responsible for implementing them. The
ICE Council will act as an advisory body to the Trustee Board. Further detail of positions on the Trustee Board and
Council can be found below.

How will this improve governance?

Whilst there is no doubt that the current size of the Council affords the Institution a great deal of knowledge and
insight into a variety of subjects, its size can mean that agreeing on a way forward is not always straightforward.
Council only meets three times a year for three hours with a 24-hour strategy meeting in October. The practicality of
gaining agreement, or even detailed discussion, on the complex and complicated issues ….? the Institution’s trustees
have to manage in a group of 44 is incredibly difficult. The Institution will be better able to reflect and respond to
the rapidly changing nature of the profession and wider society if a more agile structure, which facilitates swift
decision-making, is adopted.

The proposed structure will allow the management of ICE to be better overseen by a smaller group of trustees
allowing the Council both to hold the Trustees to account on behalf of the members, and to use their expertise,
experience and knowledge to advance the cause of civil engineering as set out in out Charter.

Who will be appointed to the Trustee Board and how will they be appointed?

The selection process for both the Trustee Board and the Council will be transparent, simple, ethical and fair. The
President of the Institution will chair the Trustee Board, supported by seven Vice Presidents, three members
appointed by the ICE Council and one member recommended by the Nomination Committee. This represents no
major change to the way the Executive Board is currently selected.

Trustees will be appointed for a three-year term, which could be renewable once for a further three-year term. No
individual will serve more than six years as a Trustee.

The structure ensures that there is proper governance of ICE’s core activities as well as the functions that support
them. The Trustee Board will therefore comprise:

• President (Chair)
• Senior Vice President (Vice Chair)
• Vice Presidents each of whom have a portfolio which supports ICE’s core activities (6)
• Council Appointee Members (3)

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• Trustee Board Member (recommended by the Nomination Committee)

Who will be appointed to the Council and how will they be appointed?
The new Council will consist of 37 members, elected by the membership. It will be led by the President, who will be
the Chair, and Senior Vice President, who will be the Vice Chair. The new Council will therefore comprise:

• President (Chair)
• Senior Vice President (Vice Chair)
• General Members (15)
• UK Regions (12)
• International Regions (5)
• Graduates and Students (3)

How will the Trustee Board and Council work together?

The relationship between both groups will be one of mutual respect, support and openness.

The Trustee Board will be responsible for the leadership and management of the Institution. The ICE Council will
support the Trustee Board by delivering advisory and audit functions as well as scrutinising the performance of the
Trustee Board. The ICE Council will also provide the forum for exciting, passionate and relevant debate that allows
the Membership to examine and consider the issues facing modern civil engineering professionals, now and in the
future.

What will the transition arrangements be?

To ensure a smooth transition, those members of the current Executive Board who would, under the current ICE
governance structure, be members of the 2018/19 Executive Board, will automatically become members of the
Trustee Board for the remainder of their planned tenure. Currently three members of the Executive Board are due to
finish their tenures in November 2018.

To allow the Nomination Committee time to bed in, to provide continuity, and to reassure the membership that this
is gradual not radical change, the ICE Council will, exceptionally, elect replacements for vacant Trustee Board
positions for the 2018/19 session. This means that the first time that a Nomination Committee recommended
member of the Trustee Board will take up office would be in November 2019.

How did this affect those who stood in the 2018 Council elections?
Existing Council members completed their terms of office as already planned. Those who stood in the 2018 Ballot
were informed of the proposed governance structure changes and successful candidates will serve a three-year term
as previously but as a member of the Council in its new form, with amended responsibilities.

What will happen to the 2018 Presidential selection process?

The current Presidential selection process, agreed by the ICE Council, will be unaffected. Vice Presidents will
complete their tenures as already agreed by the ICE Council. Only once vacancies arise as current Vice Presidents’
terms end shall the Nomination Committee recommend new Trustees to the Trustee Board to fill those vacancies.

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Were members consulted on the proposed changes?

Yes. The ICE Council is elected to act on behalf of members and a range of options were presented to them at
Council meetings. The proposals were rigorously debated before Council members voted unanimously at the April
2018 Council meeting to put the proposals to a membership ballot. The Director General also spoke at the UK
Regional Affairs Committee to brief Chairs on the proposals. Additionally, letters were also issued to all Regional
Chairs to explain the rationale behind Council’s decision accompanied by a comprehensive set of Q&A’s.

How were the wider membership informed about the proposed changes?

A series of communications were issued throughout April informing all members of the upcoming ballot which gave
an overview of the proposals. These include an article on the ICE website and an article in the member magazine
NCE. Most recently, ICE President Lord Mair issued a comment piece in the June 2018 edition of
NCE in which he expanded on the proposals and gave his reasons as to why he supported the changes.

The specific wording of the resolutions upon which members have been asked to vote was contained within Paper K.
This was issued by letter or electronically to all members eligible to vote in late May.

What options did members have if they did not wish to see the proposals implemented?
Members were free to choose to vote in favour of, or against the proposals during the ballot. If less than two-thirds
of the votes cast were not in favour of the proposals, they would not have been carried.

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