BD F 9 September 2011 Open. Report of the Governance Committee. Susan George Governance Manager

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1 BD F 9 September 2011 Open Report of the Governance Committee Susan George Governance Manager Jacqui Penalver Head of Chief Executive s Office This paper updates the Board on items discussed by the Governance Committee at its meeting of 28 June 2011 and the outcome of the Board skills audit carried out in August/September The Board of Trustees is recommended to: note the results of the Board skills audit 2011 agree to co-opt Adrian Howd to the Board from 1 January 2012 approve terms of reference of the Remuneration Committee The Governance Committee met on 28 June 2011 to clarify its own role and key work areas, discuss issues of Board committee membership and agree terms of reference for the Remuneration Committee. A revised Board skills audit form was approved by the Committee by and circulated to all Trustees during August. The annual skills audit helps to ensure the right mix of skills and experience on the Board. 1

2 Membership of Board committees Council member representation on Finance, Audit & Risk and Governance Committees was confirmed Audit & Risk committee: Pamela McMillen (Northern Ireland Council) and John Pitt (England Council). Finance committee: Jackie Richards (Cymru Council). A representative from Scotland council will be selected following the formation of the Council in January Governance Committee: Ken Johnson (chair of England council). Marsali Craig will step down from the Governance Committee once a Scotland Council Chair is appointed. Role of the Governance Committee The Committee agreed that its key aims were to: advise the Board on governance issues ensure transparent governance structures work with councils to ensure strategic aims are pursued monitor and advise on councils annual plans implement and embed the outcomes of the governance review and that key issues for the Committee to 2014 included: establishing the councils. exploring opportunities for joint working between national councils induction of new trustees and council members ensuring local understanding of governance changes reviewing trustee and council member recruitment, selection and appraisal Skills audit 2011 The skills audit form was revised and expanded to more fully reflect the Society s strategy and trustees statutory duties and responsibilities and to provide a more accurate picture of the level of skills and experience within the Board. The new version was approved electronically by Governance Committee. 2

3 All Trustees, including those standing for election at the AGM on 10 September 2011, were asked to complete the form. Ten forms were returned. The completed forms were analysed (see Appendix 1) and show that there are several areas where only two Trustees have a qualification or substantial experience: Information and education Campaigning and lobbying Advice provision Health and social services Accounting Legal expertise An application to join the Board of Trustees has been received from Adrian Howd, who has a PhD in the area of MS-related Neuroscience and experience as a financial analyst in the biotechnology and pharmaceutical sectors (see supporting statement at Appendix 2). His co-option would enhance the Board s skills in the areas of health and finance. The interview panel comprising the Chair, the Treasurer and Peter Mallaburn endorse Adrian Howd s appointment. It is therefore recommended that Adrian Howd be co-opted to the Board for one year from 1 January Remuneration Committee Governance Committee approved terms of reference for the Remuneration Committee, which are attached at appendix 3. Appendices: Appendix 1: Skills audit analysis 2011 [Appendix 2: P:\Elections\ Trustee and Council recruitment\trustees\applications received\adrian Howd] Appendix 3: Remuneration Committee terms of reference 3

4 Appendix 1 1 qualification and/or substantial experience 2 some knowledge/experience 3 little or no knowledge Board skills audit 2011 TOTALS Work of MS Society: Personal experience of MS or living with MS 10 Understanding of MS 9 1 Medical research Information and education 2 8 Care and support Campaigning and lobbying Advice provision Collaboration and partnerships Service provision Volunteering 8 2 Health/mental health 3 8 Equalities 6 4 Grant-making Operating environment: Health and social services Social/political environment Issues affecting people with MS Economic environment 5 5 Management: Strategic planning 8 2 Financial management 4 6 Fundraising Budget-setting Accounting Communications 7 3 Marketing and PR 4 6 Networking 6 4 Monitoring and evaluation Impact measurement Legal expertise

5 Adrian Howd - Application for MS Society Trustee - Supporting Statement With my experience to date, I believe I am well suited to make a positive and diverse contribution to the MS Society as a Trustee. Appendix 2 An interest in MS has driven much of my professional and academic career to date. My PhD was in the area of MS-related Neuroscience, as was my postdoctoral studies at the NIH. After this I have pursued a career in the financial services industry initially as an analyst looking at potential investments in the biotechnology and pharmaceutical sectors. I have also had experience as a fund manager, focused solely on healthcare investments. In my latest role as a analyst I have found myself once again highly involved in the area of MS drug development as investors, and companies, have been keen to quantify and asses the changing face of MS therapy with the emergence of oral therapies. My current role brings me into daily contact with the companies and investors shaping ongoing MS drug development and has given me good insights into effective team work. As a financial analyst, I often have to think out of the box and react quickly to assess the financial impact of new clinical or regulatory data. I often have the opportunity to present my work in various forums. As a researcher at scientific conferences, and as an analyst to many specialist and generalist investors and also at expert forums. I am used to communicating the importance of MS drug therapies to a diverse range of people and am fortunate to regularly attend key MS meetings such as ECTRIMS and the AAN. In summary, MS is a disease I am passionate about, I have seen the hardships it can present and I spend much of my time encouraging investors to invest in this area of drug development. I believe my career to date provides me with a range of diverse skills that would enable me to make a positive contribution to the MS Society as a Trustee and I would be honoured to take up such a role. 5

6 9/9/2011 MS Society Remuneration Committee Terms of Reference Appendix 3 Membership Chair of the Board, Vice-Chair of the Board and up to two other trustees nominated by the Governance Committee. Timing The Committee will meet at least twice each year. Roles The Committee will have the following roles: 1. Assessing the Chief Executive s performance, including: Performance in previous year Particular success and difficulties, if any Identification of any learning and development needs Support for the Chief Executive in general Annual review of Chief Executive s external commitments 2. Setting the Chief Executive s objectives 3. Setting the Chief Executive s remuneration 4. Feedback to Chief Executive on his/her performance 5. Considering appeals against decisions made by the Chief Executive under the terms of the Society s discipline, grievance and volunteering policies Reporting The Remuneration Committee is responsible for reporting: the outcomes of the appraisal process using the Society s processes key outcomes of the Chief Executive s appraisal process to the Board The Remuneration Committee is also responsible for ensuring the Board has been properly updated by the Chief Executive on staff terms and conditions of service, and other staffing arrangements. 6