Response to Member Consultation on Governance Change

 

Introduction 

The member consultation on the CIPR’s proposals for governance change opened on 17 January and closed on 29 February 2024.  Many members viewed our governance change consultation online, and 244 sent in comments and views on our proposals.  

The members of the CIPR Governance Working group would like to thank everyone for their comments, questions and suggestions.  It has been very fruitful to read through the points made and we have had a discussion about some of them where it seemed that our original recommendations could be improved.  

One point made in the consultation responses was that most members do not know where these change proposals originated.  The CIPR Governance Working Group is a group of members who currently serve on our Board and Council.

We volunteered to take on the task of thinking about how our governance could be improved after conversations at Board and Council indicated there was a widespread feeling that improvements were needed.  We have met a number of times in 2023 and 2024, explored different possibilities, and finally put together the suggestions set out in the consultation survey. 

CIPR Governance Working Group

Donna Castle, Chart.PR, FCIPR, Council member, Public Affairs Group Committee
Dan Gerrella, Chart. PR, FCIPR, Board member, former chair, Construction & Property Group 
Professor Anne Gregory, Hon FCIPR, Past President, Board member, former chair, AI in PR panel 
David Hamilton, Chart.PR, FCIPR, Council member, former chair, Not-For-Profit Group 
Hayley James, Chart.PR, FCIPR, Board member, former chair, North West Group 
Paula McNulty, Chart.PR, FCIPR, Council member, formerly Scotland Group committee
Claire Melia-Tompkins, Chart.PR, FCIPR, Council member, vice-chair, Local Public Services Group 
Jenifer Stirton, Chart.PR, FCIPR, Council member, former chair, Scotland Group 

Because we hold a Royal Charter, we are not able to make all of the changes we’re suggesting without securing the agreement of the Privy Council Office to some of them.  These will be formally proposed at the Extraordinary General Meeting coming up on 18 April. 

Other changes are under our own direct control, and for that reason, if things do not work as intended, it is straightforward for us to come back later and make adjustments.  The EGM will consider one change to our Royal Charter (that will allow us to pay an independent Chair) and some changes to the size and composition of Council (adding the independent Chair to the Board and reducing the size of Council to 25).  


Consultation responses
The overall responses from members have been overwhelmingly positive.  

  • 83% are content with the proposals about the Nominations Committee
  • 86% are content with the proposals about the role of the President 
  • 86% are content with the proposals about Council 
  • 88% are content with the proposals about the Board of Directors 

Comments on the Nominations Committee 
    1. The balance of members and non-members is not right
    2. How will the CIPR members of the committee be chosen?
    3. How will the Independent Chair of the Committee and other non-members be chosen? 
    4. Nominations Committee need to ensure it does not reproduce built-in biases in candidate selection 
    5. How will we prevent search consultants involved in the Nominations Committee from abusing their position by pushing their own candidates?
    6. Will prospective candidate who are not endorse by the Nominations Committee be able to appeal? 

Response from the Working Group
    1. We’ve looked at our proposals again and we agree.  We will therefore propose to Council and Board that the committee be expanded to allow two more member places, maintaining a member majority. 
    2. Council will elect two and the board will elect two.
    3. The Chairs of all CIPR standing committees are chosen by the Board. The two other non-members serving on the committee will be chosen by the Governance Working Group in the first instance but after 2024 they will be chosen by the CIPR members on the committee.
    4. The committee will be given a specific remit to ensure that it does not. 
    5. Any consultant serving on this committee will have to make a declaration of interests as, will all committee members. Any consultant serving on the Nominations Committee will not be involved in the search for the Independent Chair of the Board.  
    6. There will be no appeals from Nomination Committee decisions.  However part of the committee’s remit will be to give unsuccessful applicants constructive feedback, encourage them to apply again in future, and refer them to specific development activities that will strengthen their candidacy in future. 
Overall, we want to confirm that the Nominations Committee is not replacing elections - members will continue to elect President and Council as they do at present, and Council will continue to elect the majority of the Board, as it currently does.  The work of the Nominations Committee is entirely about improving the quality and diversity of the candidates members can choose to vote from.  


Comments on the role of the President
    1. Why does the President have to be chartered? 
    2. Won’t the role of the President be diminished? 
    3. Won’t the President be elected by members as at present? 

 

Response from the Working Group 

    1. Most Presidents already are chartered.  The CIPR was granted the right to award chartered status to individual members in 2009.  Since then we have had sixteen chartered Presidents and just two who were not.  All Presidents since 2016 have been chartered.  If we want the President to be a credible advocate for the CIPR they have to embody the values we are working to embed across the profession.
    2. Serving as President currently requires a broad range of skills that include chairing meetings, steering business through the Board, representing members and speaking on behalf of the profession. Not many people combine all of these abilities, or indeed have the time available that is currently required to volunteer as President.  The change we are proposing will allow the President to focus on representation and advocacy, relieving them of some of the regular work they are now required to undertake.  
    3. By making the role of President more manageable, we also hope to encourage more people to put themselves forward for the role.  We would like to reduce the likelihood that a single candidate is elected unopposed, as has happened more frequently in recent years. 
    4. The President will continue to be elected by all members, as at present.  
Some of the comments from members suggest that there is a belief that the President is paid.  They are not.  They undertake this very demanding role as volunteers, in addition to their responsibilities at work and at home.  This will not change under our proposals.


Comments on the Board of Directors
    1. What will the term of office of the Independent Chair be? 
    2. Why do we want non-members on our Board?

Response from the Working Group 
    1. The Independent Chair will serve for a term of three years, the same as other Directors. 
    2. We already have non-members on our Board from time to time, but at the moment they are all personal co-optees proposed by the President.  We recognise the need for a broad mix of skills on our Board, that extends beyond the specific expertise of our members.  
We noted that the changes proposed here had the highest degree of support.  One response captured well what we are setting out to achieve here:
‘I think the proposals would see us operating similarly to boards in the third sector or commercial sector. Outside skills will lend a wider perspective and enrich our strategy bringing favourable outcomes as we move into the next industrial age of AI and the future of work where employee value will be based on skills and not job titles. We have to start looking at our industry as opinion leaders rather than find ourselves left behind.’

Comments on Council 
    1. Why should Group chairs and other Group officeholders be excluded from standing for Council?
    2. Why is the Board having an Independent Chair but Council will still be chaired by the President? 
    3. What exactly does Council do? 
    4. What about people who are elected but do not make an effective contribution? 

Response from the Working Group
    1. On reflection we agree that the exclusion of group Chairs and officeholders is not necessary and we will recommend to Council and Board that this be dropped.  Council has had a strong representation from Group Chairs in recent years and we need to widen out beyond that, but this is something that can be addressed in the remit of the Nominations Committee. 
    2. Council is the representative body of CIPR members so it makes sense to have that body chaired by the President.  It also reinforces the status of the President on the Board, where they speak with the authority of Council and serve as the main link between Council and Board 
    3. Council is a consultative and advisory body that represents members and provides both insight and challenge to the Board.  The full role of Council, as set out in the Bylaws, is set out on the next page.  
    4. There are already measures in place to address poor performance from Council members. Those who do not attend as expected are removed.  Those who attend but do not contribute have a conversation with the President about the appropriateness of their continuing.  Our intention is that the scrutiny by the Nominations Committee should make poor performance significantly less of a problem in the future. 


Next Steps
18 April
Extraordinary General Meeting to consider proposed changes to Charter and Bylaws
19 April
We apply to the Privy Council Office for permission to change
20 June
 Board and Council agree changes to Regulations, Job description for Independent Chair and Terms of Reference for Nominations Committee, CIPR members and Independent Chair of Nominations Committee agreed
21 June
Call for candidates for Council and for President-Elect is published
2-30 September
Nominations Committee interview candidates
1 October
Nominations Committee publishes names of candidates on the ballot paper
14 October
Voting opens
31 October
Voting closes
5 December
Council elects a new Board of Directors
1 January 2024
Newly-elected Board, newly-elected Council and newly-elected President-Elect
begin their terms of office.


The role of Council (Bylaw 45) 

The duties of the Council shall consist of:
1. Shaping the Institute’s future development by: 

  • debating important points of strategy or principle to provide guidance and perspective to the Board of Directors 
  • raising issues of concern for the Board of Directors to pursue 
  • making the best use of its collective understanding of the issues which the Institute faces to help the Board of Directors develop proposals and policies 

2. Inspiring support for the Institute’s objects by: 
  • acting as advocates of the Institute among members, a broad range of stakeholder organisations and the wider public. 
  • promoting high levels of skill, knowledge, competence, standards of practice and professional conduct on the part of public relations practitioners 
  • promoting research, education and public understanding of public relations. 

3. Ensuring accountability by: 
  • monitoring the fulfilment by the Institute of its Objects as set out in the Charter and supporting the adopted Development plan. 
  • monitoring the performance of the Board and holding it to account in its control and management of the administration of the Institute 
  • if necessary, removing members of the Board of Directors in accordance with the procedures set out in the Regulations. 
  • commenting on proposals from the Board of Directors on the alteration of the Institute’s Regulations