There has been feedback from some Members about both the AGM, and the post-AGM news piece on the BMC website. Some threads on social media have also discussed this and a range of matters have been raised. The Board has taken time to reflect on these and is keen to give some clarification and identify the future direction.
The first point to note is that there have been a number of valid comments made – particularly around clarity of process – and the need to address these is fully accepted. There were also evidently some varying expectations, assumptions and some apparent misunderstandings, and we need to minimise these in future.
The BMC introduced very big changes to governance in 2018, and although a great deal of work has been done to implement these changes, there remains an amount still to do, particularly on the underlying checks and balances. We’re listening to the feedback and appreciate that it comes from Members who care passionately about the BMC. Discussions will continue via the Areas and online, and we’re keen to capture them to influence decisions. Although there will inevitably be a range of views about the way the BMC should be administered, ultimately the BMC is run by Members for Members and the approach taken must be both legally compliant and have the broad support of the Members. Transparency in this is critical to earning the trust of the Members, and for securing future engagement.
The Board has so far agreed to three main actions:
Employing a Governance and Compliance Officer to advise on and administer our governance processes. Lucy Valerio started in March this year and was introduced at the AGM. As a trained solicitor, she is already bringing an enhanced rigour to our approach, and will take on the role of Company Secretary in due course.
To set up a Governance Working Group to look at AGMs further. Terms of Reference for this will be discussed at the next Board meeting, but are likely to include:
processes and communications for AGMs
member engagement through voting, particularly proxy voting and electronic engagement
Nominations Committee processes and membership
clarity on the Nominated Director process in its entirety
addressing any further changes required to the BMC Articles and/or supporting procedures in relation to AGMs, and the inputs to and outputs from them.
For the Nominations Committee to carry out its post-AGM functions of reviewing the breadth of skills and experience held by those elected, and agreeing how best all Board members will be allocated: to discharge Board duties for the whole organisation and fulfil its commitments on other bodies.
Without pre-empting the role of the Governance Working Group or Nominations Committee, it may help to expand briefly on some of the points above.
AGM Processes and Communications
The AGM is usually chaired by the BMC President, but this does not always have to be the case. To an extent, AGM Chairs bring their own style and approach to AGMs, and the BMC has had three different AGM Chairs in three years, plus a fourth for a large part of one of them to avoid a conflict of interest.
Members’ preferences in style and expectations of the process by which an AGM is conducted inevitably varies, and a high turnover of AGM Chairs highlights this. One AGM Chair’s approach doesn’t necessarily set a precedent that others have to follow, though they can follow it if they wish to.
Uncertainty and assumptions will be reduced if some of these approaches are decided and communicated in advance, and some approaches may be more suited to the BMC than others and could therefore be adopted as ‘the BMC standard practice’. Sometimes though, it will be appropriate to vary approaches taken, both in advance and on the day.
For example, there are clearly mixed views on whether candidates should speak or not, and different approaches have been taken at previous AGMs. Unlike 2017 and 2018, the 2019 approach was for candidates not to speak because of the statements circulated in advance, but the change was not fully communicated in advance, leading to differing expectations. The Chair noted the mood of the room (as legally required to do), and changed position (as legally entitled to do) to permit candidates to speak (which some did and some didn’t, as was their choice). The Governance Working Group will consider the differing views on this and recommend which approach should be the ‘BMC standard practice’.
Voting, particularly Proxy Voting
Terminology is important here. There are two types of vote:
votes cast in person, and
all other votes which are categories of proxy.
Proxies then fall into two types:
‘directed’ proxies where the Voting Member instructs another person with their decision on one or more of the votes (often administratively via the Chair). Legally this must be cast in accordance with any direction given by the appointor; and
‘discretionary’ proxies where the Voting Member instructs another person to decide on their behalf on one or more of the votes. Legally this must be exercised in what the person casting the proxy considers to be the best interests of the organisation
Proxies can be cast by any person present, whether a Voting Member or not. Strictly speaking, no vote is actually cast until the respective vote at the AGM takes place, not least because motions could be amended or withdrawn prior to a vote, and because a Voting Member who has used a proxy voting form is entitled to withdraw such notice and attend and vote at the AGM in person. There is a legal requirement to provide the facility for proxy voting, and both types of proxy are entirely valid. Proxies may be given by paper or electronic means, and the BMC offers both. The BMC will always encourage Voting Members to attend in person if possible: to make sure that we are quorate; to hear and contribute to discussions; to ultimately make any decisions that are required; and not least because they’re usually really good social occasions.
However, many Voting Members will not be able to attend, and so are encouraged to use one or other of the proxies. If the Voting Member feels sufficiently informed to make a decision, then a directed proxy is likely to be most appropriate and, if they don’t, then they can choose between giving a discretionary proxy or an abstention (also called a vote withheld). A discretionary proxy enables the person to whom it is given to hear any discussion and then decide (or change) their position. An abstention is not a vote, but can be registered for a range of very legitimate reasons, and is more substantive than not voting.
Noting that there was some variation from one vote to the next, at the 2019 AGM 80 Voting Members were present, an average of 1,245 Voting Members instructed directed proxies to be cast, and an average of 793 Voting Members instructed discretionary proxies. The numbers of directed and discretionary proxies cast varied significantly for each resolution. 16 people were given those discretionary proxies, and 14 of them were present and cast them. The proxies given to the two people who were not present were not cast, illustrating that it is important that Voting Members ensure that their nominated proxy knows that they have been nominated and will be attending. Proxies given to the Chair will always be cast, because someone will always chair the AGM, even if the President is unable to do so.
What is disappointing is that in 2019, votes were only cast by between 2.5% and 2.7% of the Voting Members. In an organisation such as the BMC where there are diverse reasons for membership there is unlikely to be a high voter turnout, but turnout for 2019 was significantly down on the last two years and we need to consider ways of boosting engagement. Estimates vary, but some would see a c. 7% turnout as a fair reflection of the number of Members who are actively engaged in BMC work, and therefore who we might hope to have opinions on AGM-type business.
To Vote or not to Vote
In 2018, the AGM Chair indicated that he had a large number of discretionary proxies and on one vote declared that he would split them equally. He did not, however, indicate the number of votes he held, nor the way in which he voted on any other vote. There have been a lot of comments on this, and specifically whether the proxies held by the AGM Chair should be cast. For example:
Some feel very strongly that the AGM Chair should not use a significant block of votes to determine outcomes, whereas others feel equally as strongly that not casting proxies that are freely given negates a major aspect of the democratic process, and so to have a standard practice of abstention or splitting is ‘wilful destruction’ of votes and thus unacceptable.
Some feel that AGM Chair's proxies should be used for supporting Board-generated proposals, but others feel that this may inhibit the President’s duty of holding the Board to account – especially if the positions of Board and National Council were ever at odds. A legal view is that the dual roles of the President means that ‘cabinet responsibility’ to the Board does not apply.
Some feel that if the President has been part of the Nominations Committee (NomCom) and put forward a number of ‘above the line’ candidates then as Chair they should not have such influence as to effectively ‘decide’ the outcome, whereas others feel that as a member of NomCom and the Board, they are better informed than most to decide who will best meet the Board’s needs.
The underlying issue here is influence, and whether there is a risk that NomCom and therefore the Board become effectively self-selecting, or whether Members have a genuine say in who represents them. This is in reality less to do with the actions of the AGM Chair, and more to do with the number of discretionary proxies the AGM Chair holds in relation to the total number of votes cast, the level of membership engagement, and arguably most critically the extent to which a broad range of candidates put themselves forward when Board positions become available.
The Governance Working Group will look at this and may be able to make some recommendations on some of the scenarios above. However, by far the better solution is likely to be for more Members to get involved in the democratic process, and to either form their own view and cast directed proxies, or to pass discretionary proxies to a larger number of informed people who can cast their votes after hearing the debate at the AGM.
Transparency v Confidentiality
Votes can either be by show of hands (often by holding up a voting paper) or via a poll (by submitting papers, often called a ballot paper). The essence is that a poll is a secret vote and a show of hands is not. The BMC’s Articles provide for both and on either method each Voting Member has one vote – whether cast in person or by proxy. The BMC uses a poll for special resolutions and also when there is a multiple option with transferrable votes which makes administration by a show of hands extremely difficult. 20 Voting Members in attendance are entitled to demand a poll.
Where Member views seem to differ is on the format and depth of the voting information to be made public afterwards. Within a very brief discussion immediately prior to the 2019 AGM, the legal advice given was for this detail not to be disclosed. It has therefore not been released, particularly as there is not yet a BMC policy on the matter. There appears to be no legal requirement to publish who voted or how they voted (individually or any proxies they cast), but we’ve begun looking into the voting processes of other organisations. The extent to which these organisations represent the function, expectations and legal structure of the BMC varies; some do publish at least some of this information and consider it good practice to do so.
The BMC has historically published details of the number of votes cast ‘for’, ‘against’ and ‘abstention’. There is no history of publishing details of the number of proxies cast (directed or discretionary), but in the days of the “Block Vote” used by clubs it was possible to make an ‘educated guess’ on the number of votes that member clubs had cast, by reference to their published membership numbers in the BMC annual report, and noting how their representative had voted.
There are pros and cons of publishing a) the names of proxy holders, b) the number of votes they held, and c) the way in which they voted. Publishing will achieve maximum transparency and doing so may prompt questions over the choices made. It is certainly fair for Voting Members who have given a discretionary proxy to ask their nominee privately if, how and why it was cast, and that probably happens in some cases. On the other hand, there are concerns that making voting records public might lead to public ‘post mortems’, which could then lead to fewer people being willing to act as proxies, thereby potentially increasing the number of proxies held by the Chair in the future. We need to debate the matters on which there should be a BMC “standard practice” and try to find an approach which maximises transparency and increases engagement.
The 2018 changes to the Articles brought the need for a different approach to NomCom. Much of the core criteria are specified by Sport England, but at that AGM it was acknowledged that the processes for it to follow had not yet been developed.
Subsequently some processes were developed, and these were followed as far as they went. Aspects were however not explicitly defined, and there were a range of approaches that could have been taken. We believe that NomCom has followed fair and open processes for the four positions that it has recruited for in two rounds this year. This includes having National Council representation on interview panels, Independent Directors taking part in the assessment, and consulting National Council and gaining Board approval prior to making recommendations to the AGM. We recognise that more development is needed, and this needs to be more clearly communicated to candidates and Members with an interest in governance.
A number of queries have been raised about the process for screening/selecting candidates for Nominated Director (ND). As ND positions exist primarily to enable the Board to bring in skills, experience and/or demographics that are under-represented by the other Directors, aspects of the processes may need to vary from time to time.
The first point to note is that the Articles require different approaches for NDs and Independent Directors (IDs). For IDs, NomCom select the most suitable candidate to propose to the AGM. For NDs, NomCom screen the candidates and put forward all candidates that meet the criteria to the AGM. This distinction was considered important in the 2018 Articles discussions, in order to comply with Sport England requirements, whilst retaining as much democratic choice for the Members as Sport England would permit.
Timescales for selecting candidates were shorter than ideal, not least because there were only nine months between AGMs this time. The selection of the new chair of the BMC Board was completed first, enabling him to then chair the remaining work of NomCom. The decision to proceed with the NDs was made at an additional Board meeting on 9 January, in the knowledge that there were expectations from Members and from Sport England, recognising that the timeline was tight but manageable. The process yielded a pleasing number of very good candidates, which suggests that the decision to proceed was correct. The condensed timescales certainly made wider communications more difficult, and in future more time is definitely desirable.
Director Experience, Roles and Responsibilities
A matrix of existing Director experience was used as the basis for identifying the experience and knowledge gaps on the Board. These then influenced the areas of focus for the NDs advertisement. This listed five specific ‘BMC’ areas of expertise, of which candidates needed one or more (finance, fundraising, access & conservation, clubs, and indoor/competitions). There were a further 11 areas of general directorial and organisational criteria specified (six essential, five desirable).
As there were more criteria being sought than there were posts available, the three pools of candidates were proposed by the interview panel, after meeting the candidates and assessing them using a numerical scoring mechanism. The proposal was reported to the National Council (without names of candidates) and was then ratified by the Board.
With the new Directors now in place, the final stage of the process is underway of updating the allocation of Directors’ responsibilities, which include being principal links with specialist committees, areas, related organisations and external bodies.
Concluding the Work
In relation to the matters within its ToR, the Governance Working Group will need to propose ways of working, which when agreed will need to be documented for the benefit of Members and future position holders. Some of these may warrant further changes to the Articles of Association (hopefully the last changes for several years!), and most can be captured as part of our internal governance processes and procedures.
The changes to the way in which the BMC is administered made in 2018 were the biggest in a generation – arguably the biggest ever. A conscious decision was made that the big changes would be made first to meet Sport England deadlines, and the detail would need to follow. This was contested, but ultimately the change and the order in which it was done was supported by c. 90% of the votes cast. There is still a good bit of detail to work through, and with the ongoing commitment of our volunteers and staff, we need to agree how all elements of our governance arrangements and processes for our representative and governing body will best meet the needs of our Members and the wider mountaineering community.