REPORT ON THE CTC TRUSTEE SELECTION PROCESS

[Philip Benstead]

CTC MEMBERS
Please forward the contents of this to interested parties
and
contact your ctc councillors asking them that the motion passed at the CTC 2016 AGM is adhered too and that the agreed policy regarding ALL applicants for trusteeship are permitted to stand for the election.
See the bottom of this email for details.
CTC COUNCILLOR CONTACT LIST
http://www.cyclinguk.org/sites/default/ ... list_0.pdf

REPORT ON THE CTC TRUSTEE SELECTION PROCESS

From: Dan Howard <daniel_n_howard@hotmail.com>
Date: 20 September 2016 at 14:21:41 BST
To: <CyclingUK_Board@cyclinguk.org>
Subject: Confidential - Nominations Committee
Hi Jim,

We discussed and considered these issues in depth. For clarity, rather than paraphrasing I’m going to copy and paste the text which will appear on the voting form. All of the candidates who appear on the voting form have been endorsed by the Nominations committee. Other members of the Board may have similar queries so I’ve copied this response to everyone.

“At least 9 Trustees must be members of Cycling UK, elected by the membership. In addition, the Board may appoint 3 further Trustees, who do not have to be members of Cycling UK – one of whom will be the Senior Independent Trustee. The way we do this changed in 2016 following our governance review:

• Members who wish to stand for election were invited to submit an application. The Board’s Nominations Committee assessed their application and considered the degree to which they have the personal qualities, skills and experience required; and how well they would complement the existing skill mix on the Board.
• Details of the candidates, their election statement and the Nominations Committee’s views are contained within a separate form enclosed with Cycle.
• Every member has one vote per vacancy.
• There is one UK-wide constituency.
• Voting is done by post or online. To help us keep our costs down please vote online.
• Should a candidate withdraw during the election process the votes for this candidate will be void.

The Nominations Committee is pleased to report that there was an unprecedented number of high quality applications to join the Board. The applications were screened by the Committee following the thorough process agreed by the Board. The candidates put forward for election below all exceeded the criteria in the person specification by demonstrating two or more of the additional skills, qualities and characteristics we specified, which relate to:

1. the legal frameworks in the devolved nations which affect sustainable transport, health and wellbeing
2. marketing communications skills, and specifically an interest in digital strategy
3. experience of operational and risk management
4. commercial experience with a particular focus on organisational growth and/or income generation
5. encouraging application from younger people/ women / ethnic minorities to ensure our Board is as diverse and inclusive as possible

The Nominations Committee also considered how best to resolve two motions passed at the 2016 AGM.

The membership approved the recommendations of the governance review in the form proposed by the Board, which required that at least 9 Trustees be elected by the membership and provided for other members to be recruited from outside the membership as co-optees or to fulfil the role of Senior Independent Trustee, provided that they became members of Cycling UK on taking office as Trustees. At the same meeting, the membership also passed a motion proposed from the wider membership that candidates for election as Trustees should have been members for at least 12 months.

Since all 9 of the current Trustees were elected by the membership, the Board could have filled the 2 vacancies for general Trustees by co-opting individuals. However, the Board and the Committee are keen to ensure that members have the opportunity to elect the new Trustees and to choose from the best candidates.

The committee has identified 4 excellent candidates for election who have been members of the charity for over 12 months. The committee also identified 6 similarly excellent candidates who do not meet that criteria. Having reviewed the applications, the committee felt that in the best interests of the charity and in light of the uncertain effect of the resolutions, members should be offered the opportunity to vote for these exceptional candidates whether or not they have been members for over 12 months. Those who have been members for over 12 months are clearly identified on the voting paper.”

Best wishes,

Dan

From Philip Benstead to CTC Council

Dear All
I formally request the following to be sent via email:
The version of the Governance Working Group Report and Recommendations that was circulated to CTC members for the 2016 AGM and the procedure THAT WAS TO BE USED IN the selection process for the forthcoming trustee election.
The version of the Governance Working Group Report and Recommendations that WAS USED IN the selection process for the forthcoming trustee election.
QUESTIONS 1
Please give details when ANY CHANGES and on who authority that this occurred between the first and second documents.
QUESTIONS 2
Please give details when ANY CHANGES and on who authority that permits the ignoring of the following motion that was passed at the CTC 2016 AGM
Elections to Council This AGM proposes that candidates must have been fully paid-up members for least a year prior to the closing date for nominations. Candidates shall state on their election address the date they joined CTC and length of time as members.
QUESTIONS 3
Please give details and on who’s authority that instigate the policy the required any nominee for trusteeship to get an endorsement from the nomination committee before were eligible to stand as candidate for the election to become a trustee of the CTC.

QUESTIONS 4
Please give details of the interview process for the selection of candidate for trustee election and why not all candidate were interview.

[matt_twam_asi]

Philip, you seem to have posted on a public messageboard something that was expressly marked as confidential. Did you get permission to do this?

[Philip Benstead]

.Philip Benstead ---------- Forwarded message ----------
From: "PhilipBenstead1" <philipbenstead1@gmail.com>
Date: 20 Sep 2016 23:42
Subject: CTC Trustee nomination process lack of communication
To:CTC Council
Dear David et al
I feel the lack of communication to nominees for trusteeship of the CYCLISTS’ TOURING CLUB is appearing to create the feeling among some nominees that the process is being rigged. If that is not correct and you can put my mind at rest I would be grateful for reassurance and explanation.
Given the nearness of the deadline for the publication of CYCLE magazine in which the papers for the trustee election will be included. I wish to express my disquiet at the manner the nomination process is being carried out, the task of grading the application to become a trustee of the CTC. Did the nomination committee follow he selection process as published in the Trustee application pack?
I have had it confirm by MARTIN COCKERSOLE that it was state at CTC council meetings on a number of occasions and at the CTC 2016 AGM that CTC members who are unsuccessful in meeting or partly meeting the selection criterial who are not disqualified would still be eligible to stand in the trustee election but would not be endorse.
It is my contention that the nomination committee may be exceeding their authority. They may be excluding nominees and changing the process as agreed at CTC COUNCIL and endorsed by the CTC AGM.
Given I was not called for an interview it is my opinion that the selection process is faulty and hence is not valid.
Therefore, I must insist that all nominees who have not made the cut are invited to be included in the election process.
Given that I have been a CTC Councillor from 2013 to 2015 as such was not disqualified I formally wish to state that I insist as of right to be include on the ballot paper for the election of trustees.
Given the compliant made against the process for the election councillors for the south east England region during 2015, an impartial observer may contend that the nomination committee may have unwittily undertaking electoral maladministration.
If the nomination committee carry on with this apparent course of action they are in danger of bringing the CYCLISTS’ TOURING CLUB into the area of reputational risk.
I look forward to answers to my concern soon.

[gaz]

I formally request the following to be sent via email:
The version of the Governance Working Group Report and Recommendations that was circulated to CTC members for the 2016 AGM and the procedure THAT WAS TO BE USED IN the selection process for the forthcoming trustee election.

http://www.cyclinguk.org/sites/default/ ... r-2016.pdf

From which I believe Appendix 6 is of key importance (My bold and underline).

Given I was not called for an interview it is my opinion that the selection process is faulty and hence is not valid.

The Nominations Committee has discretion over which candidates it calls for interview.

If the Nominations Committee feel they need further assurance around a candidate’s suitability they may choose to invite the candidate to take part in an interview, either face to face, telephone or visual electronic media.

The Nominations will provide a statement on each individual candidate stating whether:

• The candidate meets the person specification, is fully competent to carry out the trustee role and would complement the skill mix on the Board
• The candidate meets the person specification and is fully competent to carry out the trustee role
• The committee has no recommendation to make on the candidate
• The candidate does not meet the person specification and is not recommended for election

All candidates shall be entitled to stand for election should they wish following receipt of their statement. The election material will note what statement has been applied to each candidate.

All of the candidates who appear on the voting form have been endorsed by the Nominations Committee.

If in DH's comments "endorsed" simply means the NC have attached their endorsement statement (glowing or otherwise ) to the election material for every candidate wishing to stand, then all appears to be in order. If the NC has blocked any candidate from appearing on the ballot paper for no other reason than being unable to give them a positive statement that would be troubling.

[Philip Benstead]

Look some candidates are not ctc members or have been for less one year as require by the motion passed at last year’s agm

[Philip Benstead]

The reason the motion below is being ignored this that is that it was an ordinary motion and as such according to company law is advisory. To be mandatory it it need to be a special motion but that required 75% majority which is all most impossible to get for anything.
This motion was passed at the CTC 2016 AGM

Elections to Council This AGM proposes that candidates must have been fully paid-up members for least a year prior to the closing date for nominations. Candidates shall state on their election address the date they joined CTC and length of time as members.

Also the nomination committee appear to be stopping some CTC members from stand for election.

Both of the above goes against the wish of CTC members.

CTC council is not following it own rules.

It appears that some on the CTC council take the view that the rules are what they say they are and that the memberships view is not important.

[Philip Benstead]

Dear Philip,
Thank you for your message.
I attach copies of:
(i) the Governance Working Group Report and Recommendations circulated to Cycling UK members prior to the 2016 AGM which included draft Terms of Reference for the Nominations Committee, and
(ii) the Terms of Reference of the Nominations Committee as approved by the board of trustees on 4th June 2016.
You have the recruitment pack which went to applicants for places on the board.
Your Numbered Questions

The Terms of Reference for the Nominations Committee were approved by the trustees in a form that is simpler than the draft but remains consistent with the recommendations of the Governance Working Group.

The AGM resolution requiring candidates for election to the board to have been members for 12 months was not ignored. If we had wished to ignore or avoid it, the board of trustees could simply have co-opted trustees. We discussed the situation carefully and in depth and agreed that the membership should have the opportunity to choose trustees from those candidates who best fulfilled the specification for the role. The background, decision and rationale for that decision is clearly articulated on the voting form.

The role of the Nominations Committee in screening candidates was set out in the recommendations of the Governance Working Group as approved by members at the AGM. Candidates were screened against the published criteria and we were lucky enough to be able to offer members a choice of 10 excellent candidates to join the board of trustees.
The candidates for election were assessed against published criteria using an objective scoring method adopted on the advice of our professional HR advisor in accordance with the Terms of Reference of the Nominations Committee. We did not need to interview any candidates because the committee members each felt able to allocate scores on the basis of the material provided to them by candidates.
The Wider Issues
I have responded above to your questions, but I do not propose to enter into lengthy correspondence on this matter. The Nominations Committee had to make difficult decisions about how best to comply with the requirements of the AGM resolutions and complete the election process in the best interests of the charity as a whole.

It may help you to know that:

- there were 50 applicants, an outstanding result,

- of the 50 applicants just 15 had not been members for the past 12 months. Even if all 15 had been discounted, there would have been 35 applicants,

- a number of those applicants did not meet the essential criteria set out in the materials for the Governance Review (which were shared with members prior to the approval at the AGM),

- I can confirm that even if all 15 of those who had not been members for 12 months are discounted, you did not score in the top 10 or even the top 20,

- if members wish to vote for people who have been members for more than 12 months, they can do so – and will still have a choice of excellent candidates.

In the circumstances, we concluded that it would not be in the best interests of the charity as a whole to present members with a ballot listing up to 50 candidates, some of whom did not meet the stated requirements for the role. To do so would have been confusing for members and likely to deter a significant number from voting.

I see the large number of applicants wishing to join the board of trustees as a very positive sign and hope you will agree. Members have the opportunity to elect the candidates they prefer from a wider field than has been presented to them for many years. If they wish to select candidates who have been members for more than 12 months, they have the opportunity to do so.
I appreciate that you will be disappointed that your application was not successful on this occasion. That does not, of course, prevent you from contributing to the work of Cycling UK in other ways – and I hope you will choose to do so.
Best wishes,
Dan

[Philip Benstead]

Cycling UK Nominations Committee Terms of reference

Purpose 1. To consider whether candidates who stand for election for the Chair, Vice Chair or Trustee roles have the appropriate personal qualities, skills and experience required.

2. To promote and facilitate a diverse and inclusive board.

3. To help ensure the membership has a range of candidates to choose from.

4. To oversee the recruitment process when there is a decision to co-opt people to the Chair, Vice Chair, Senior Independent Trustee or Trustee roles or recruit externally.
Authority The Nominations Committee is appointed by, and responsible to, Cycling UK’s Board. Its decisions are subject to the Board’s approval. The committee will produce a written report on its work and recommendations to every Board meeting and flag up urgent issues to Trustees between meetings where appropriate.

Responsibilities

1. To consider whether candidates who stand for election for the Chair, Vice Chair or Trustee roles have the appropriate personal qualities, skills and experience required. a. Carry out a Board skills audit prior to the start of any election process to identify the Board’s requirements; and make recommendations to the Board.

b. Review applications from members wishing to stand for election and consider the degree to which a) they are competent to carry out the role and b) they would address the identified requirements. This process may include an interview with candidates.

c. Provide a statement about each candidate’s suitability to be included in their election material.

d. Review this nominations process once a year and make recommendations to the Board about improvements needed to make it more effective.

2. To promote and facilitate the election/appointment of a diverse and inclusive board. a. Carry out a Board diversity and inclusion audit prior to the start of any election process to identify the underrepresented groups. This might include reference to relevant external statistical data.
8/6/16, v4.1 Page 2 of 4


b. Make recommendations to the Board about how to promote Cycling UK trusteeship to underrepresented groups and how to encourage more people from these groups to put themselves forward.

c. Ensure the recruitment process complies with relevant legislation and the Board’s decisions about promoting and facilitating a diverse and inclusive board.

d. Review the outcome of the election process with respect to diversity and inclusion and make recommendations to the Board about further action to achieve a diverse and inclusive Board.

3. To help ensure the membership has a range of candidates to choose from. a. Promote the role of Cycling UK Trustee to the membership so members better understand what the role involves and what qualities the Board is looking for from candidates.

b. Encourage applications from a diverse range of suitable people.

4. To oversee the recruitment process when there is a decision to appoint or co-opt people to the Chair, Vice Chair or Trustee roles. a. Identify where there may be a need to appoint or co-opt people to these roles and make a recommendation to the Board.

b. Agree the recruitment process for these appointments.

c. Shortlist, interview and select preferred candidates and make recommendations to the Board.
Membership of Nominations Committee  The committee will consist of the Chair of the Board and two others Trustees selected by the Board. The selected Trustees should have at least a year’s service on the Board; have at least a year left to serve before their term of office ends; and have significant recruitment experience. The quorum is two.

 The Chair of the Board will chair the Nominations Committee. When business is connected to the recruitment of the Chair, the Vice-Chair of the Board will chair the committee and the Chair will not be present.

8/6/16, v4.1 Page 3 of 4

 The usual term of office for members of the committee is three years. This may be extended at the discretion of the Board, up to a maximum of six years, However, all members must be serving trustees, so committee membership will automatically end if and when members cease to be trustees.

 The committee may invite a professional adviser to attend meetings in an advisory capacity.
 The Operations Director should attend all committee meetings. The CEO is not a member of the committee but may be consulted if appropriate.

Meeting management  The committee will meet when required - typically three times a year.

 The meeting agenda and papers will be circulated at least five days before the meeting.

Approved by the Board 4th June 201

[gaz]

If the NC has blocked any candidate from appearing on the ballot paper for no other reason than being unable to give them a positive statement that would be troubling.

It's clear from the Dan Howard's reply to PB that the Board has indeed blocked some candidates from appearing on the ballot paper. Dan Howard gives a reason.

- there were 50 applicants, an outstanding result,
...
In the circumstances, we concluded that it would not be in the best interests of the charity as a whole to present members with a ballot listing up to 50 candidates, some of whom did not meet the stated requirements for the role. To do so would have been confusing for members and likely to deter a significant number from voting.

Nothing above changes the explicit statement that

All candidates shall be entitled to stand for election should they wish following receipt of their statement.

Of course the Board holds the trump card/poisoned chalice that they are bound to act in the best interests of the Charity.

Returning to Appendix 6

The panel will carry out a short-listing process ...

It is implicit in the information presented to members before the AGM that short-listing may occur, however I note that

All recommendations made by the Nominations Committee are subject to final approval by the board.

Indicating to me that the Board has approved the shortlisting process used by the NC in selecting candidates for these elections.

DH says the Board made the decision to only allow those candidates who made it to the shortlist to appear on the ballot paper because that was in the best interests of the Charity.

[Philip Benstead]

So I have not been crying wolf too often then?

[gaz]

The 2016 election will be national and from Dan's figures has seen fifty candidates for two vacancies.

I expect that is an unprecedented situation. Only ten candidates will proceed to the vote to fill those two vacancies. The 2015 election for South East Region saw eight candidates for three vacancies.

Perhaps the situation should have been anticipated in the Governance Review, then the principle of short-listing the n best candidates per vacancy could have been made explicit.

- there were 50 applicants, an outstanding result,
...
In the circumstances, we concluded that it would not be in the best interests of the charity as a whole to present members with a ballot listing up to 50 candidates, some of whom did not meet the stated requirements for the role. To do so would have been confusing for members and likely to deter a significant number from voting.

The outcome of short-listing does not look good against the statement in the Governance framework that

All candidates shall be entitled to stand for election should they wish following receipt of their statement.

However I can't help but feel that presenting a ballot paper with 50 candidates to the membership would be ridiculous.


The NC and the Board had to decide how to manage that situation in the best interests of the Charity with regard to the Governance framework. Faced with the same situation, if you were a Trustee, how would you have resolved it?

[Philip Benstead]

The 2016 election will be national and from Dan's figures has seen fifty candidates for two vacancies.

I expect that is an unprecedented situation. Only ten candidates will proceed to the vote to fill those two vacancies. The 2015 election for South East Region saw eight candidates for three vacancies.

Perhaps the situation should have been anticipated in the Governance Review, then the principle of short-listing the n best candidates per vacancy could have been made explicit.

- there were 50 applicants, an outstanding result,
...
In the circumstances, we concluded that it would not be in the best interests of the charity as a whole to present members with a ballot listing up to 50 candidates, some of whom did not meet the stated requirements for the role. To do so would have been confusing for members and likely to deter a significant number from voting.

The outcome of short-listing does not look good against the statement in the Governance framework that

All candidates shall be entitled to stand for election should they wish following receipt of their statement.

However I can't help but feel that presenting a ballot paper with 50 candidates to the membership would be ridiculous.


The NC and the Board had to decide how to manage that situation in the best interests of the Charity with regard to the Governance framework. Faced with the same situation, if you were a Trustee, how would you have resolved it?

IF you read DH email you see that there were 50 candidate break down like this

35 CTC member
15 non member

Place to go for
3 by appointment
2 by election

So the number of candidate was 35, so then grade the candidates in order 1 to 35 and endorse 1 to 10
Communicate to candidate 11 to 35 that they had not meet the first 10 and invite some too voluntary to withdraw.

Many of the 11 to 35 would withdraw, therefore the number the candidate on the ballot paper would have been something like say 18

[Philip Benstead]

I shall be submitting a formal compliant against the Cyclists’ Touring Club trustee election nomination committee in the execution of their duties.
I will invite CTC members to either submit a compliant of their own or to support mine.