ICE ballot 2018: changes to governance structure explained

To help ICE members fully understand the proposed governance structure changes we have produced a set of frequently asked questions (FAQs).

ICE governance structure: all corporate members are being balloted on changes
ICE governance structure: all corporate members are being balloted on changes
The ICE ballot opened on 1 June 2018 and if you are an ICE corporate member you will have received, or will shortly receive, a ballot paper asking you to vote on a number of short resolutions.

The resolutions appear in full, together with explanatory notes, in the accompanying Paper K.  Paper K is necessarily detailed so that members have all the information required to make an informed decision and to vote accordingly.
 

Frequently asked questions

1. What are corporate members being asked to vote on?
2. What is the background to the proposed changes?
3. Has there been any communication about the upcoming ballot?
4. What exactly are the proposed changes to the governance structure?
5. Won’t this centralise control to a small group at headquarters?
6. What is the role of the nomination committee and who would be on it?
7. What would the new trustee board be responsible for?
8. What would the new council board be responsible for?
9. What would the new council look like?
10. How would the new council and the trustee board work together?
11. Resolution 1 has been explained in detail. What do the other resolutions relate to?
12. Some of these resolutions are linked - is that the case?
13. Why is this being done all at once?
14. What will happen to the 2018 presidential selection process?
15. If the resolutions are carried how will the institution transition to the new structure?
 

1. What are corporate members being asked to vote on?

There are 9 resolutions which your Council recommends that you vote in favour of:

Resolution 1
Relates to changes to the governance structure of the institution.
Resolution 2
Relates to a change to the process governing the amendment of the regulations.
Resolutions 3 - 7
Relate to a streamlining of the By-laws into the relevant regulations.
Resolutions 8 – 9
Relate to changes to accommodate an Engineering Council requirement for all members to record their CPD.
 

2. What is the background to the proposed changes?

At its Annual Strategy Meeting in 2017, ICE Council received informal expert advice on the principles and recommended practice for good governance as set out in the Charity Governance Code for larger charities. 

While the Code is not a legal or regulatory requirement, it sets the principles and recommended practice for good governance and your Council recommends that ICE should comply with this guidance.

Council subsequently debated the issue of board effectiveness - in particular trustee board agility, accountability and legal compliance over a series of meetings held over the following seven months.  They considered at length the most effective way to oversee a 92,000 strong global organisation and at their meeting in April agreed that the proposed changes should be put to ICE members in the ballot this year - this being the next logical step in the consultation process allowing members to review the proposals and to come to a view in their own minds and vote accordingly. 
 

3. Has there been any communication about the upcoming ballot?

Yes, regional chairs were fully briefed on the changes and a series of communications have been issued throughout April informing all members of the upcoming ballot, giving them an overview of the proposals.  These include an article on the ICE website and an article in your monthly newsletter.  Most recently, ICE President Lord Mair issued a comment piece in the June edition of the member magazine NCE in which he expanded on the proposals.
 

4. What exactly are the proposed changes to the governance structure?

Currently ICE is managed by a 44-strong Council which meets four times annually to oversee the management of the Institution.  A 13-strong Executive Board meets four times annually, but, ultimately has to gain approval from the Council for its decisions. 

The new structure would see a smaller, more agile Trustee Board of 12 becoming responsible for the Institution’s strategic decision making.  The new Trustee Board would enact policy and plans on behalf of the Institution which in turn would reflect the will and ambitions of the Council.
 
The new Council, elected by, and representative of the membership, would deliver advisory and audit functions as well as scrutinizing the performance of the Trustee Board.  It would play an important role as the body to which the Trustee Board turns for advice. The new Council would also have time to 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 would have no impact on any members’ professional qualifications or on the Institution’s status at large.
 
The key elements of these proposals are:
  • The changes would make the Institution more agile and effective, and represent a modern approach to governance;
  • The membership would 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.

5. Won’t this centralise control to a small group at headquarters?

No.  ICE Council in considering these changes were adamant that a system of checks-and-balances needed to be in place to ensure that ICE’s membership retained control and direction of the Institution. 
 
The selection process for the Trustee Board would be transparent, simple, ethical and fair.  The President of the Institution would chair the Trustee Board, supported by up to seven Vice Presidents (this would represent no change to the way in which the President and Vice Presidents are currently elected).  ICE Council would directly appoint three Council members to serve as trustees and a Nomination Committee would recommend the appointment of the remaining trustees including the President and Vice Presidents.   
 
Trustees would be members of the Institution and the Council would have the authority to remove trustees should they deem that to be in the best interests of the Institution.  The members of the Trustee Board would be approved by the Council annually.  This provides the necessary check and balance to ensure that the Trustee Board and Council remain aligned.

The Trustee Board would therefore comprise:
  • President (Chair)
  • Senior Vice President (Vice Chair)
  • 6 Vice Presidents each of whom have a portfolio which supports ICE’s core activities
  • Council Appointee Members (3)
  • Trustee Board Member (recommended by the Nomination Committee)
Trustees would be appointed for a three year term, which could be renewable once for a further three year term. No individual would serve more than six years as a Trustee.
 
This structure would ensure that there is proper governance of ICE’s core activities as well as the functions that support them.
 

6. What is the role of the nomination committee and who would be on it?

The role of the Nomination Committee would be to make recommendations to the Trustee Board for the appointment of candidates for senior positions in the Institution.  In determining its recommendations it must ensure a balance of skills, demographics, diversity, sectoral knowledge and international membership.  Best practice across industry and charities is that a Nomination Committee is the most effective way to achieve this. 

The Nomination Committee would consist of 6-10 members of the Institution.  The Chair would be a Past President of the Institution appointed by the Trustee Board.

The President and Senior Vice President would by virtue of their positions, be ‘ex officio’ members.
Members would be appointed by the Trustee Board on the advice of the Chair.  They would be members of the Institution.  At least three members would be elected members of the ICE Council.  Council would approve the nominees.  When appointing members consideration would be given to ensuring that membership of the committee reflected the broad nature of the industry (there should be a mix of clients, contractors, consultants, academia etc.) and the international and geographical diversity of the Institution.
 

7. What would the new trustee board be responsible for?

The Trustee Board would ultimately be responsible and accountable for all activities of the ICE.  The Trustee Board would meet no fewer than five times annually. 
 
The proposed structure would allow for more agility whilst not sacrificing the expertise, experience and knowledge provided by Council.
 
The Trustee Board would have responsibility for:
  • Ensuring that ICE pursues its activities in accordance with its Royal Charter and By-Laws;
  • Directing the activities of the Institution;
  • Setting the Vision and strategy for the Institution;
  • Approving the ICE Plan and budget for the delivery of the Institution’s objectives;
  • Maintaining the reputation of the Institution;
  • Acting in the best interests of the Charity as a whole not on behalf of any one grouping or constituency;
  • Ensuring that the Institution is compliant with all relevant legislation;
  • Ensuring effective delegation, control and risk assessment and management systems are set up and monitored;
  • Directing, monitoring and coordinating the activities of committees, panels and sub-committees to which it has delegated authority;
  • Ensuring that ICE complies with the requirements of the UK Engineering Council.

8. What would the new council be responsible for?

The ICE Council would have an essential role in representing the views of the membership to the Trustee Board.  The Council would meet at least 3 times per year. 

Council would offer advice to the Trustee Board; engage and represent the membership; and identify the big issues facing civil engineering. Council would provide the forum for exciting, passionate and relevant debate that allows the membership to examine and consider the issues facing modern civil engineering professionals and issues facing society, now and in the future.
 
In summary the role of the Council would be to:
  • Meet regularly to debate issues of relevance to civil engineering, the Institution, and society to understand and recognise the implications of the changing nature of civil engineering to support the Trustees in ensuring ICE remains relevant to society and the ICE membership;
  • Approve, or not approve, annually, the appointment of the Trustees. This would ensure that the membership retains control of the direction of its institution;
  • Directly appoint three members of the Council to the Trustee Board and three member of the Council to serve on the Nomination Committee;
  • Tender advice to the Trustee Board concerning the conduct of the Institution’s affairs generally, including its direction and strategy, and on any other matters referred to it by the Trustee Board;
  • Communicate views that are representative of the range of views of members of the Institution on these and other matters to the Trustee Board;
  • Monitor the governance of the Institution and promote a culture of continuous improvement.

9. What would the new council look like?

The new Council would be elected by, and representative of the membership, as currently.
 
It would consist of 38 members as follows:
  • President (Chair)
  • Senior Vice President (Vice Chair)
  • Immediate Past President
  • General Members (15)
  • UK Regions (12)
  • International Regions (5)
  • Graduates and Students (3)

10. How would the new council and the trustee board work together?

The relationship between both groups would be one of mutual respect, support and openness.
The Trustee Board would be responsible for the leadership and management of the Institution. The ICE Council would support the Trustee Board by delivering advisory and audit functions as well as scrutinising the performance of the Trustee Board.
 

11. Resolution 1 has been explained in detail. What do the other resolutions relate to?

Alongside the proposed changes to the governance structure, members are also being asked to vote on a further 8 resolutions.  These concern a change to the process governing the amendment of the Regulations, streamlining the By-laws and the Engineering Council’s decision to mandate the recording and submission of CPD records from all professionally qualified members to Professional Engineering Institutions.

Resolution 2 - relates to amendments to the By-laws to allow for Regulations to be made, amended or rescinded by the Trustee Board.  Currently, changes cannot come into operation until these have been approved by a member ballot.  As the majority of these changes are procedural, many other professional engineering institutions have amended their By-laws to give their Trustees authority to make these changes, enabling them to operate more efficiently.
 
Resolutions 3 – 5 – relate to amendments to the Royal Charter, By-laws and Admission Regulations.  The Institution’s By-laws require streamlining as they are, by modern standards, much too detailed and as a result too cumbersome.  These resolutions propose that By-laws concerning admission, qualification and training items are drawn into the Admission Regulations and that these are renamed “Admission, Qualification and Training Regulations”.

Resolutions 6 – 7 – relate to amendments to the By-laws and Disciplinary Regulations.  Essentially the same streamlining exercise as detailed above but these relate to moving certain By-laws concerning disciplinary items into the Disciplinary Regulations.

Resolutions 8 – 9 – relate to amendments to the By-laws and Admission Regulations to accommodate an Engineering Council requirement for all members to record their CPD.  This comes into effect in January 2019 and approval of the changes is required in order for ICE to continue to be licensed by the Engineering Council.
 

12. Some of these resolutions are linked - is that the case?

Yes, some of the resolutions are linked as they are conditional upon each other. 

Resolutions 1 and 2 are independent. 

Resolution 3 - to amend the Royal Charter to incorporate the term “Regulations” is linked to Resolutions 4 and 5 as these cannot come into effect unless Resolution 3 is approved. 
The same applies to Resolutions 6 and 7 - they cannot come into effect unless Resolution 3 is approved. 

Resolutions 8 and 9 are also conditional upon each other.  
 

13. Why is this being done all at once?

ICE Council decided to ballot members on the process governing the amendment of the Regulations and streamlining of the By-laws, alongside the proposed changes to the governance structure as these changes were in line with the desire to bring the Institution more in line with modern practice. 

The Engineering Council’s decision to mandate the recording and submission of CPD records from all professionally qualified members to Professional Engineering Institutions comes into effect from January 2019, so these changes had to be included in order for ICE to continue to be licensed by the Engineering Council.
 

14. What will happen to the 2018 presidential selection process?

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

15. If the resolutions are carried how will the institution transition to the new structure?

To be carried, the resolutions relating to the Charter and By-laws require a two-thirds majority voting in favour and would remain subject to approval by the Privy Council.
 
If the resolutions are carried we would transition to the new governance structure with effect from 6 November 2018 (start of the next presidential year). 
 
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, would automatically become members of the Trustee Board for the remainder of their planned tenure. Three of the five Council members on the Executive Board are due to finish their tenures in November 2018.
 
To allow the Nomination Committee time to bed in and to provide continuity ICE Council would 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 would take up office would be in November 2019.
 
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