COUNCIL REVIEW GROUP ROYAL COLLEGE OF NURSING COUNCIL REVIEW MARCH 2016 The case for change 1 CONTENTS THE ROYAL COLLEGE OF NURSING COUNCIL REVIEW Page 4 Section 1. Introduction and background Page 5 Section 2. Process, findings and recommendations Page 52.1 Process Page 6 Page 10 2.2 Key findings and recommendations Section 3. Considerations Page 10 3.1 Good governance Page 10 3.2 Equality and inclusion Page 11 3.3 Helping Council and committee members to contribute fully Page 12 Section 4. The proposed new governance structure Page 12 4.1 Council Page 12 4.2 Council committees Page 12 4.3 Membership and Representation Committee Page 12 4.4 Nursing Practice and Policy Committee Page 13 4.5 Governance committees Page 13 4.6 Elections and appointments Page 14 4.7 Country and regional boards Page 14 4.8 Interaction with the Chief Executive & General Secretary and senior management Page 14 4.9 Page 15 4.10 Implementation Page 16 Transparency and communications Section 5. Concluding remarks Page 17 Appendix A Background and legal structure Page 18 Appendix B The existing governance structure Page 22 Appendix C Existing election and appointment processes Page 23 Appendix D Powers reserved to the membership in AGM and to the Council Page 25 Appendix E Remit of the Council Review Group and process Page 26 Appendix F Page 28 Appendix G The proposed new governance structure and election process Evidence table ROYAL COLLEGE OF NURSING COUNCIL REVIEW SECTION 1: INTRODUCTION AND BACKGROUND Since its foundation in 1916, the RCN has seen a number of fundamental changes to its status and legal structure. It was incorporated by Royal Charter in 1928; became a charity in 1963; was registered as a special register Trade Union in 1977; and in 2010 an independent Foundation replaced the RCN Charitable Trust. Although we have made this series of changes to our legal structure the main elements of the RCN’s present governance structure have remained unchanged for almost 40 years. Those intervening years have seen the fastest level of growth in the RCN’s history – from around 100,000 members in 1977 to nearly 435,000 today. These years have also witnessed fundamental changes in our sector with vastly more complex regulatory frameworks, health and social care becoming a devolved matter to the four countries of the UK, unprecedented financial challenges to the NHS and an increase to 30% of RCN members working in the independent sector. In response, RCN Council appointed a Council Review Group (CRG) in July 2014 to review the governance structure as a whole; how it meets the requirements for effective governance in today’s rapidly-changing world; how it supports our dual role as a Trade Union and Royal College and how well it represents RCN members. The brief was to look at the role of Council and its committees and how they work with the other parts of the governance and representative structure, with the Chief Executive & General Secretary and other senior staff, and with members. The Council Committees included in the review are: Membership and Representation Committee (MRC); Nursing Practice and Policy Committee (NPPC); Audit Committee; Business Committee; Governance Support Committee and Remuneration Committee. The Council Review Group consisted of one independent member, three members of RCN Council who were elected to the Committee by Council and three member representatives appointed through an open application process. COUNCIL REVIEW GROUP ChairIndependent member Michael Brown, Chair of Council Elizabeth Butler Council members Members Gordon LeesAnn Farenden Ian NorrisHarvey Morgan Anne WellsChristine Perry We were supported by Theresa Fyffe, Director, RCN Scotland; Jeannett Martin, Regional Director, South West; and Jane Clarke, Head of Governance. 4 ROYAL COLLEGE OF NURSING COUNCIL REVIEW SECTION 2: PROCESS, FINDINGS AND RECOMMENDATIONS 2.1 PROCESS Over 10,000 members have fed their views into the process so far. We carried out an evidence-based performance review of Council and its committees against their terms of reference and role descriptors. We: • observed meetings • carried out desk top reviews of all meeting paperwork • interviewed the chairs and members of all the committees. In addition we: • • • • conducted an all-member survey commissioned an external perceptions survey analysed a self-assessment survey completed by all members of Council took evidence from members of the boards, committees and forums and from individual members and staff • tested our key findings with Council, board, committee, branch and forum members. All the evidence we took was collated and weighted. 5 PROCESS, FINDINGS AND RECOMMENDATIONS 2.2 KEY FINDINGS AND RECOMMENDATIONS There was remarkable consistency in the responses from all the groups. The evidence tells us that the future success of the organisation will depend on our ability to improve the standing and reputation of the nursing profession and that Council needs to explain its strategy for addressing the status of the nursing profession and building its credibility and influence with government. Feedback also highlighted that our governance arrangements play an important role in demonstrating how we meet both our royal college and trade union responsibilities within a sustainable business model. The key findings and our recommendations are set out below. FINDING 1 RECOMMENDATION 1 Our governance structure needed to reflect better the changing and different political and employment contexts across the UK. Our decision making, our democratic processes and ways of working should be reviewed to better reflect that health and social care policy is a devolved matter and that increasing numbers of our members are working in the independent sector/ community settings. FINDING 2 RECOMMENDATION 2 The current governance structure is too large and unwieldy. Our governance structure should continue to be member-led but needs to be smaller with fewer committees to avoid duplication of effort and improve decision making and accountability. The number of committees results in considerable duplication, increases the demands on Council members, and leads to a lack of clarity and transparency. We need to do more to reduce the demands on individual Council members by involving The size of Council and its committees was more members on the Council Committees also flagged as a concern. It was felt this and by electing Board Chairs from within the made it hard for members to discharge their membership of the boards in future. individual responsibilities. 6 PROCESS, FINDINGS AND RECOMMENDATIONS FINDING 3 RECOMMENDATION 3 Members want to be confident that Council has a real grip on what the organisation is doing and that their subscriptions are being spent to best effect. As our governing body Council needs to be more strategic: setting the direction and budget; delegating work to the Committees with a clear brief and timeline; and monitoring and challenging organisational performance. Currently there is no single body within the existing governance structure which is seen as effectively discharging all the governance duties. Council looks more like a representative body rather than the decision making Board of the RCN Group. We should review our election process to ensure a wide enough breadth of experience and skills to fulfil the responsibilities of a governor of a large complex organisation and to reflect properly the RCN’s trade union and royal college roles. We need to review the terms of reference of Council and the way it works and delegates work to the Committees. The delegation process and the accountability for the TU and royal college decision making/activities to the Membership and Representation Committee and the Nursing Practice and Policy Committee need to be clearer. FINDING 4 RECOMMENDATION 4 Our royal college role needs to be strengthened with more input from members. In particular, our education agenda is not strong enough and there is too much focus on generic nursing as opposed to specialist nursing roles. The remit of the Nursing Practice and Policy Committee should be strengthened with clear delegated authority to reinforce our royal college role which includes our education work. The composition of the Nursing Practice and Policy Committee and selection process should be reviewed to ensure that there is more input from members with a broad range of relevant experience, knowledge and skills to ensure we deliver the royal college agenda. 7 PROCESS, FINDINGS AND RECOMMENDATIONS FINDING 5 RECOMMENDATION 5 The trade union executive function needs reinforcing. The remit of the Membership and Representation Committee should be strengthened with clear delegated authority to reinforce our trade union work. The composition of the Membership and Representation Committee and our election process should be reviewed to ensure that there is more input from members from a broad range of employment contexts with the relevant experience, knowledge and skills to strengthen our trade union activity. FINDING 6 RECOMMENDATION 6 Council does not always have access to the Council members should have more direct expertise and professional advice it requires. access to the RCN’s professional advisors. Governance Support Committee has been asked to review the role and range of external advisers we require on the Audit, Business, Remuneration and Governance Committees to provide assurance to Council about our systems and processes, risk management and our statutory compliance. FINDING 7 RECOMMENDATION 7 We did not give sufficient emphasis to equality and inclusion. The College should develop and implement an equality and inclusion strategy to ensure that decisions take account of and are in the best interests of all its members. Our election policy and procedures should undergo a root and branch rethink to ensure they are seen to be fair and accessible for all and will lead to our governance structure reflecting both nursing and the society we service. FINDING 8 RECOMMENDATION 8 Members of Council and its Committees are often unclear about their roles and as a result may lack confidence to challenge and ask questions. We need to put in place a tailored training and development programme to support Council and Committee members to develop their skills and competencies. 8 PROCESS, FINDINGS AND RECOMMENDATIONS FINDING 9 The different roles of the President, Chair of Council and Chief Executive & General Secretary are not well understood. RECOMMENDATION 9 We need to communicate how the Council and the Executive work together as a single team to set the strategic direction of the organisation and deliver the work programme and explain the roles of the President and the Chair of Council. FINDING 10 RECOMMENDATION 10 Council’s responsibilities in relation to the RCN’s subsidiaries are not clear. We need to put in place a stronger decision-making and reporting structure for the RCN Group which includes the RCN Charter Body, the RCN Foundation, the RCN Publishing Company and RCN Law. 9 ROYAL COLLEGE OF NURSING COUNCIL REVIEW SECTION 3: CONSIDERATIONS 3.1 GOOD GOVERNANCE Our recommendations have been guided by general principles of good governance: • the organisation should have a clearly identifiable governing body which accepts full responsibility for its strategy and decisions • the governing body should have a composition and be of a size to enable it to operate and take decisions effectively • the structure should allow for the governing body to be held effectively to account on behalf of the membership • the governing body and its processes should be understood by members and stakeholders, and should give them confidence in the way the organisation is run • the process for electing members of the governing body is clear and seen to be fair and accessible to all and will ensure it reflects the membership at large • members of the governing body should be properly supported by a programme of induction, training, development and appraisal • it should be clear which powers and functions can only be exercised by the governing body and which are delegated to committees or to staff. 3.2 EQUALITY AND INCLUSION Our own employment relations work confirms that focusing on equality improves employment practice, our advice, support and representation services and the outcomes for members, and gives weight to our policy and campaigns work. We also know from our recruitment and retention work that people are more likely to join an organisation that they relate to and feel an automatic connection to. We work in a fast-changing, constantly-evolving economic and political context. This is changing the face of nursing and the employment status of our members. The changing demographic of our country and nursing is, and will increasingly, require real change and we need to make sure that, as an organisation, we reflect both what nursing will look like in the future and the society we serve. We also need to ensure we have the knowledge base; variety of perspectives and diversity of thought to take the right decisions; deal with complex problems and create innovative solutions in this challenging climate. Our evidence confirms that members recognise this and for the first time at the 2014 Annual General Meeting we received questions about the composition of Council and Boards. It is a really important outcome of this review that we identify and agree solutions which will work as part of our engagement strategy and our elections and appointments systems and processes. 10 CONSIDERATIONS 3.3 HELPING COUNCIL AND COMMITTEE MEMBERS TO CONTRIBUTE FULLY There should be a more systematic scheme for inducting new members of the Council and its committees to ensure clarity of individuals’ roles and to brief them on the RCN’s work. This should be coupled with ongoing tailored training and development of the members of these bodies. This will help individual members to make their contribution to the organisation as effective and rewarding as possible. Members will also be able to demonstrate how their work with the RCN contributes to their revalidation. Each body should, as a whole, regularly review its own performance and effectiveness. In addition, Members of Committees will have individual 1-1s and appraisals with the Chair of their Committee. This work will in turn help employers understand more clearly the value to them of members actively participating in the work of the RCN. 11 ROYAL COLLEGE OF NURSING COUNCIL REVIEW SECTION 4: THE PROPOSED NEW GOVERNANCE STRUCTURE 4.1 COUNCIL The Council should continue to be the governing body of the organisation and the trade union executive playing the crucial role as the conscience of the organisation. It will set the strategic direction of the organisation; it will delegate, evaluate and monitor; and it will challenge the activities carried out by the three central committees and the country and regional boards. It will hold the Membership and Representation Committee (MRC), the Nursing Practice and Policy Committee (NPPC) and the Business Committee to account. It will continue to have the authority to reverse any decisions they make if they do not believe they are in the best interests of the membership as a whole. 4.2 COUNCIL COMMITTEES By delegating the trade union and the royal college agendas to MRC and NPPC respectively and ensuring the right members are on the Committees, Council will strengthen both the trade union and royal college roles. 4.3 MEMBERSHIP AND REPRESENTATION COMMITTEE MRC’s remit will include oversight of the responsibilities of the current Trade Union Governance Group and the five UK Representatives Committees, recognising the key role that representatives play in the RCN. This will enable a single debate to take place on important issues and for clear decisions to be taken, as opposed to the current structure involving five separate committees and Council. It will be for MRC to recommend to Council which groups it will need to support members and to ensure our accredited representatives have the support they need to fulfil their roles. This will include overseeing country and regional representative networks and deciding which task and finish groups the RCN needs to ensure that the interests of our members and representatives are safeguarded at all times. 4.4 NURSING PRACTICE AND POLICY COMMITTEE NPPC’s remit will include oversight of the work of the current Clinical Advisory Group, Ethics Committee, Forums and the International Committee. NPPC will decide what groups it needs to deliver its terms of reference. It will also ensure the needs of health practitioner members and student nurse members are met and will make sure that Fellows are involved in the professional work of the College as appropriate. Again, this will promote focussed debates and clear decisions on important issues rather than having debates spread across many different bodies and Council as it is at the moment. The contribution which the forums make should be more widely recognised. It will be for NPPC to decide which forums the organisation needs at a given time. The forums’ role of providing independent guidance and support to staff should be clarified and each should have written terms of reference. Each forum should report annually on whether the work they have carried out gives rise to any general points of principle for the College to take into account. 12 THE PROPOSED NEW GOVERNANCE STRUCTURE There is more work to do to decide whether the current Health Practitioner and Students committees meet the needs of our HCA and student members. The Governance Support Committee has been asked to work with these two Committees in 2016 to propose a way of working for the future before the 2016 Annual General Meeting. 4.5 GOVERNANCE COMMITTEES The Business Committee will be the third Council Committee. It will focus on the organisation’s business strategy and financial planning. In addition, there will continue to be an Audit Committee. It will provide oversight and provide assurance to Council on financial reporting and disclosure; external and internal audit functions; regulatory compliance; internal control and risk management and will ensure that resources are being used to best effect and that value for money is being achieved. A small Remuneration Committee will continue to meet once a year and the Governance, Support Committee will meet as required to ensure that our constitutional and governance documentation and processes are up-to-date at all times and kept under regular review. We will be referring the detailed findings from the business work stream on ways to develop our commercial strategy to Council for decision in due course. 4.6 ELECTIONS AND APPOINTMENTS There is still more work to do and discussions to have with members about how we ensure that our election and appointment processes are fair and accessible to all and that the membership of Council and its Boards and Committees reflects both nursing and the society we service. Governance Support Committee will lead this work and will make recommendations back to Council later this year. However, to implement the findings of the review we recommend that, as a starting point, the membership elects 14 members to serve on Council, as well as 14 members to serve on each of the Membership and Representation and Nursing Practice and Policy Committees. This replaces the 28 members currently elected to Council by the membership. The membership of the Business and Audit committees will have a clear and transparent appointments process and will include members and independent advisers with the relevant skills and experience. The Chairs of MRC, NPPC and the Business Committee continue to be elected. The Chair of the Audit Committee continue to be appointed. The election procedures include constraints to ensure that Council, boards and committees have the breadth of skills and experience they need to fulfil their role and that reflect the diversity of the membership as a whole. The President, Deputy President and Chair of Congress are elected and continue to serve on Council. The Chair of Council is elected from within the membership of Council. Each Country and Regional board will have a sub-committee responsible for publicising elections and for succession planning for Council, MRC and board members. 13 THE PROPOSED NEW GOVERNANCE STRUCTURE 4.7 COUNTRY AND REGIONAL BOARDS The Boards should continue with their existing role of overseeing the RCN’s activities in their country or region and coordinating the activities of the branches and other member networks. They will champion country and regional issues and cultural diversity and they will act as ambassadors for the organisation in their country or region ensuring that members’ views and issues inform their decision making. We propose that the Chairs will be elected from within the membership of the boards. This will provide new development and succession planning opportunities, enable more members to be actively involved in our work and allow for the workload to be more evenly distributed. The Chair of Council should keep in regular contact with the Country and Regional Chairs to ensure that their views are being taken into account, and that the Chairs are aware of the RCN’s overall priorities, challenges and opportunities at all times. The Chairs of MRC and NPPC should keep in regular contact with the Country and Regional Chairs to ensure that the boards’ views are being taken into account and that the Chairs are aware of the organisation’s overall strategy and priorities. 4.8 INTERACTION WITH THE CHIEF EXECUTIVE & GENERAL SECRETARY AND SENIOR MANAGEMENT The relationship between the Council, its Committees and Boards is crucial to the effective operation of the organisation. It is important to remember that Council should set the strategic direction of the organisation and the Chief Executive & General Secretary and the Executive Team manage the work on Council’s behalf. Effective communication is paramount to ensure that it is clear who is making the decisions and when. The aim is for the Council and the Executive to work together as a single team and the Chief Executive & General Secretary has reviewed the Executive Team structure with this in mind. Our consultations have shown that the roles of the President and Chair of Council are not understood internally or externally and need to be clarified. 4.9 TRANSPARENCY AND COMMUNICATIONS A lot of work is already ongoing to improve our communication with members and to support member-to-member engagement. The Members’ Access to Information project will ensure that the RCN and its active members can exchange information, views and ideas more effectively using new technology. However, the organisation still needs to undertake further work to explore how it can better communicate effectively with the membership at large. We also need to make information on our decision-making processes and decisions more readily accessible. 14 THE PROPOSED NEW GOVERNANCE STRUCTURE 4.10 IMPLEMENTATION These changes do not require changes to the Charter. Changes to Standing Orders need approval by the membership at the 2016 Annual General Meeting. Council has the authority under the Standing Orders to approve the further proposed changes to the governance arrangements but will be taking into account the views of members at the up and coming Board, Branch, Forum and Committee meetings and at the 2016 AGM itself before agreeing how to implement the findings of the Council Review Group. Detailed transition arrangements will be published separately by RCN Council after its April Council Meeting. 15 ROYAL COLLEGE OF NURSING COUNCIL REVIEW SECTION 5: CONCLUDING REMARKS The package of measures which we are recommending will bring significant improvements to the way the RCN works. The RCN will have a very much simpler decision-making process which works smoothly and can be readily understood. The process will allow the organisation to make better decisions more quickly. It will have a Council with a clear governance role which it is able to fulfil properly and can be held to account. It will have access to the advice and expertise it needs to inform its decision making. The Boards, branches, forums and committees are fundamental to the success and character of the organisation and will be strengthened by renewed clarity as to their terms of reference. New terms of reference and revised election and appointments processes will increase the pool of members willing to put their names forward for RCN positions. 16 APPENDIX A APPENDIX A: BACKGROUND AND LEGAL STRUCTURE LEGAL STRUCTURE – HISTORY The Royal College of Nursing of the United Kingdom was established in 1916. It was incorporated by Royal Charter in 1928 and became a charity in 1963. In 1977, the RCN was registered as a special register trade union under the Trade Union and Labour Relations (Consolidation) Act and the Royal College of Nursing, as a whole, was removed from the register of charities. Its property and income were registered as a charity and a declaration of trust was executed over the property held by the charter body at that time and the Royal College of Nursing Charitable Trust created with the RCN Council as corporate trustees. In 2010, the RCN Charitable Trust and the RCN Property and Income Charity were removed from the Charity Commission register and an independent RCN Foundation (charity number 1134606) was established. A Charity Commission order provided for the assets of the RCN Group to be divided between the College and the new registered charity (RCN Foundation). CURRENT LEGAL STRUCTURE The RCN is a royal college set up by Royal Charter, registered by the Privy Council and a special register trade union established under the Trade Union and Labour Relations (Consolidation) Act 1992. It has both professional and trade union objectives. The RCN Foundation is registered as a company limited by guarantee and the RCN is the sole member. It is part of the consolidated RCN Group. The RCN Foundation is an independent registered charity with an independent board of trustees. The RCN Foundation shares the four royal college objectives of the RCN but does not have the trade union objective. The RCN has one trading subsidiary, RCN Publishing Company Limited trading as RCNi. The RCN is the sole shareholder and all the profits are invested back into the RCN for the benefit of members. RCNi has a separate board of directors. In 2015 the RCN, through a subsidiary company, RCN Holdco Limited, entered into a Limited Liability Partnership (RCN Law LLP) with firm of solicitors, New Law, to handle outsourced personal injury cases in England and Wales only. RCN Law LLP has been authorised by the Solicitors Regulation Authority. 17 APPENDIX B APPENDIX B: THE EXISTING GOVERNANCE STRUCTURE The RCN has a governance structure which includes a Council, committees and boards and sets strategy and direction in line with the overall purpose, and ensures accountability to members by monitoring performance and ensuring effective compliance controls are in place. Council, committee and board members are there to ask questions, offer constructive challenge and ensure the RCN is open, transparent and honest with its members. The RCN also has representative committees which put forward the views of members and represent their interests. Council, its committee and boards have an obligation to consult with and listen to the representative committees before taking decisions. The current structure is set out below: COUNCIL RCN Council is responsible for the overall governance of the RCN and ensures it meets its statutory purposes. It sets the strategic direction of the organisation and has ultimate responsibility for its long-term financial sustainability. There are currently 31 members of RCN Council, with two members each from Scotland, Wales, Northern Ireland and each of the nine English regions. They are directly elected by members in their region or country. RCN Council also includes the President and Deputy President, the Chair of RCN Congress, two student members and two health practitioner members. COUNCIL COMMITTEES Two Council committees assist Council with policy development covering the trade union and professional sides of the College. Both committees are made up of Council members. They are: • RCN Membership and Representation Committee (MRC) supports, oversees and takes decisions on behalf of Council on matters affecting the RCN membership and member representation. This includes pay, terms and conditions, health and safety, and workforce planning. • RCN Nursing Practice and Policy Committee (NPPC) supports, oversees and takes decisions on behalf of Council in relation to professional nursing issues and health policy. This includes promoting best practice and influencing the health and social care agenda. Students and health practitioner members are represented through the following: • RCN Students Committee considers issues of importance to nursing and midwifery students, promotes activities to help students and influences policy. Members of the committee are elected by RCN student members. • RCN Health Practitioner Committee considers issues of importance to health care assistants and assistant practitioners, promotes their role in the College and influences policy. Members of the committee are elected by RCN health practitioner members. 18 APPENDIX B COUNCIL SUB-COMMITTEES There are also three Council sub-committees that assist Council with policy development and carry out work delegated by Council. Members of the Ethics and International committees are appointed by Council based on their experience and skills. The Agenda Committee is elected by voting members at RCN Congress. The three sub-committees are: • RCN Agenda Committee recommends the agenda for Congress week to Council and acts as a source of advice for members about the business of Congress. • RCN Ethics Committee advises Council on all ethical issues. • RCN International Committee advises Council on issues that affect nurses around the world, as well as reviewing the RCN’s work with international organisations. GOVERNANCE COMMITTEES There are four governance committees to assist Council with particular responsibilities. Each committee is made up of Council members and external advisers who bring professional expertise. They are: • RCN Audit Committee reviews the RCN’s financial and risk management arrangements, making sure that things are run efficiently, and making recommendations to Council on the appointment and work of external and internal auditors. • RCN Business Committee advises Council on the development of its financial and business strategies. The RCN Investment Committee Sub-Group reviews the investment policy, mandate and performance and reports directly to the Business Committee. • RCN Remuneration Committee is appointed by Council to assist it in discharging its responsibilities for RCN staff. It advises Council on the pay and other terms and conditions for RCN staff, as well as agreeing the remuneration of the RCN Chief Executive & General Secretary. • RCN Governance Support Committee champions good governance practice across the organisation, making sure that the RCN’s ways of working and governance policies are effective. The committee also oversees the current Legal and Governance Review. GOVERNANCE GROUPS These groups advise MRC and NPPC about the governance of the RCN’s representative committees. The membership varies from group to group to meet their individual needs. Reporting to Membership and Representation Committee: • RCN Trade Union Governance Group acts as a regulatory mechanism for the UK committees (the UK Stewards’, Learning Representatives’ and Safety Representatives’ Committees), making sure that good governance practices are adhered to and that the work of the committees helps the RCN meet its strategic objectives. 19 APPENDIX B Reporting to Nursing Practice and Policy Committee: • Forums Governance Group acts as a regulatory mechanism for RCN forums, making sure that good governance practices are adhered to and that the work of the forums helps the RCN meet its strategic objectives. REPRESENTATIVE COMMITTEES These committees provide a network for feedback of information and influence policy. They contain members from across the UK or across the range of nursing specialisms to represent their part of the RCN’s membership. Reporting into Nursing Practice and Policy Committee: • RCN Forum Chairs Committee promotes the work of forums (UK-wide groups of RCN members working in a similar nursing specialty) and ensures they work together to inform RCN practice and policy. It is made up of the chair of each forum. Reporting into Membership and Representation Committee: • RCN UK Stewards’ Committee provides a network for the feedback of information to boards and local stewards, and advises on the RCN’s employment policies. It also provides a means for boards and local representatives to feed their concerns and priorities into the Trade Union Governance Group and MRC. • RCN UK Learning Representatives’ Committee provides a network for the feedback of information to boards and local learning representatives, and advises on the development of RCN policy on lifelong learning. It also provides a means for boards and local representatives to feed their concerns and priorities into the Trade Union Governance Group and MRC. • RCN UK Safety Representatives’ Committee provides a network for the feedback of information to boards and local safety representatives, and advises on the RCN policy on workplace health and safety issues. It also provides a means for boards and local representatives to feed their concerns and priorities into the Trade Union Governance Group and MRC. COUNTRY AND REGIONAL BOARDS There are three country and nine regional boards. Boards are responsible for the governance of the country or region. Boards also carry out work delegated to them by Council. They are accountable to members for the actions taken in the country or region, and for involving members in these decisions and keeping them well informed. A diagram of the current structure is on the following page. 20 APPENDIX B rs be em rm ne RCN Northern Board RCN North West Board RCN Scotland Board RCN UK Safety Representatives’ Committee RCN UK Learning Representatives’ Committee RCN UK Stewards’ Committee RCN Forum Steering Committees RCN Forum Chairs Committee Ac cr ed s ive tat en es pr re RCN Northern Ireland Board Student members d ite He alt hp ra ct iti o RCN Council, committees and groups Student Information Oļ¬cers RCN Trade Union Governance Group RCN Health Practitioner Committee RCN Yorkshire & Humber Board RCN Students Committee RCN Student Governance Group RCN Membership and Representation Committee RCN Forums Governance Group RCN Council RCN Audit Committee External advisors rs l na r te o vis ad RCN Business Committee ors RCN Governance Support Committee rna l ad vis RCN Eastern Board ors Exte vis l ad rna ch an Br es Exte RCN Wales Board RCN East Midlands Board RCN Ethics Committee RCN Remuneration Committee Ex RCN International Committee RCN London Board RCN South East Board th er m em be rg rou ps RCN West Midlands Board RCN Agenda Committee Nurse members Forums RCN Nursing Practice and Policy Committee O Representative Committees RCN South West Board Governance Groups Council Committees Council Sub-Committees Professional groups Governance Committees Country and Regional Boards 21 APPENDIX C APPENDIX C: EXISTING ELECTION AND APPOINTMENT PROCESSES (SUMMARY) Roles Who can stand Council members – country and regional (24) Nurse members in the Nurse members in the Election – relevant country and regions relevant country and regions under TULRCA rules Council members – students (2) Student members All student members Election – under TULRCA rules Council members – HP (2) HP members All HP members Election – under TULRCA rules Board members Any member from country/region All members in country/region Election Board chairs The 2 Council members from that country/region The board members Election Board vice chair Members of the board from the country/region but not the 2 Council members The board members Election Chair and VC of Council Nurse members of Council (except Chair of Congress) Council Election Members of MRC, NPPC, Business, Audit, Governance Support Members of Council n/a Appointment by Council Chairs of MRC, NPPC, Business (and Hon Treas), Governance Support Members of Council Members of Council Election Vice Chairs of MRC, NPPC, Business, Governance Support Members of relevant committees Members of relevant committees Election Advisers to Business, External Audit, Governance Support n/a Appointment by Council Chair of Audit n/a Appointment by Council 22 External Who can vote (if election) Process APPENDIX D APPENDIX D: POWERS RESERVED TO THE MEMBERSHIP IN AGM AND TO THE COUNCIL The RCN’s Royal Charter states that: 1. Royal Charter and Rules The College may adopt or amend the Royal Charter and Rules by a Special Resolution of the Members with the agreement of The Queen and the Privy Council in the case of the Charter, and the Privy Council in the case of the rules. 2. Standing Orders The College may adopt or amend Standing Orders for the internal governance of the College by a Special Resolution of the Members provided that such Standing Orders shall not be repugnant to this Our Charter. 3. Regulations The Council may adopt or amend Regulations to supplement the Standing Orders by a Special Resolution of Council provided that such Regulations shall not be repugnant to this Our Charter. In other words, no amendments can be made to the Royal Charter, Rules or Standing Orders without a special resolution put to the members. Such a special resolution would be made at a general meeting. Amendments to the regulations may be made by special resolution of Council. In both instances a 2/3 majority is required for an amendment to be passed (Ref Royal Charter ‘Definitions’]. 23 APPENDIX E APPENDIX E: REMIT OF THE COUNCIL REVIEW GROUP AND PROCESS THE BRIEF A review of how RCN Council and the Council Committees work with the other parts of the governance and representative structure; the Chief Executive & General Secretary and other senior staff. OBJECTIVE OF THE REVIEW To assess the effectiveness of Council and the Council Committees and use the results to improve the way they work and inform the creation of appropriate induction and development programmes. THE REVIEW PROCESS The review process will be based on feedback from Members of Council and the other parts of the governance and representative structure, the Chief Executive & General Secretary; Executive Team and Board Secretaries. It will include: A review of the performance of the Council and Council Committees against their terms of reference and role descriptors and to assess how well the organisation is meeting its charter objectives A skills self-assessment by the Members of Council and the other parts of the governance and representative structure, the Chief Executive & General Secretary; Executive Team and Board Secretaries to identify any gaps There will also be a number of focus groups involving key stakeholders to inform the review. 25 APPENDIX F APPENDIX F: EVIDENCE TABLE Sources of evidence Theme Role of council members Findings 2 & 8 Recruitment of council members Findings 2,3 & 7 Member and lay member input Finding 6 Council structures Findings 2 & 3 Strategy and functions of council Finding 3 Issue Desk top review Member interviews Skills and competencies of council members to govern effectively 0 2 Continuous development and review 0 3 High time commitment required from council members 1 3 Accessibility of council meetings for members 0 2 Respect and relationships between council members 0 1 Council member use of facility time 0 1 Role of honorary nurse treasurer* 1 1 Equality and inclusion of Council 2 2 Barriers to people becoming council members 0 2 How to recruit to council 0 2 Eligibility of who can apply 0 1 Succession planning of council members 0 2 Clarity of lay member role 0 1 The value of council receiving external advice 0 1 Role of external advisers in relation to council 1 1 Contribution of member expertise 0 2 Nurse members-only on council 0 1 Current council and committee structures unclear or duplicated 3 2 Number of council members 0 2 Decision making delayed by committee structure 2 2 Decision making reactive, not proactive 2 2 Identifying and acting on strategic risks 3 2 Strategic leadership* 0 0 Monitoring and accountability* 1 0 Devolution across four countries Finding 1 Too much focus on England-only issues 1 1 Unclear where England-specific policy decisions are taken 0 0 Should be an England Board 0 0 Visibility of council across the 4 countries 0 2 CEO, ET and Council Finding 9 Clarity of relationship between CEO, Executive Team and council 1 1 Limited visibility of tripartite leadership 0 1 Council needs greater commercial focus 1 1 Income too dependent on member subscriptions 0 0 Too much focus on NHS 0 0 Needs to take into account changing workplaces 0 2 Identity of RCN as trade union and professional body 2 2 Need greater visibility of professional arm of the RCN 2 0 Clarity of council’s relationship with RCN subsidiaries 1 0 Build on success of RCN Foundation 0 0 Sustainability of RCN Finding 1 Commercial focus referred to Council RCN’s dual role Findings 2, 3 & 4 Subsidiaries Finding 10 26 * additional issues added during analysis of individual evidence streams APPENDIX F Analysis based on social research methodologies used to analyse multiple qualitative data sources • Nine data sets (Council member survey, staff interviews, meeting observations etc) analysed individually to determine strength of evidence supporting each issue • Each data set given equal weighting • Interpretation across all data sets determined whether evidence supporting each issue is ‘Substantial’, ‘Significant’, ‘Limited’ providing evidence or ‘Unsubstantiated’, based on the number and strength of data sources Staff Interviews Council Observation member of meetings survey Stakeholder Member perceptions survey audit Board and council / committee feedback Strength Overall of evidence evidence rating 3 3 3 3 0 3 3 74% Substantial 0 3 3 2 0 2 3 59% Substantial 0 1 0 0 0 2 3 37% Significant 3 0 1 3 0 3 3 56% Substantial 0 2 3 3 0 1 2 44% Significant 0 1 0 0 0 2 1 19% Limited 2 2 3 1 0 0 0 37% Significant 0 2 2 3 0 3 3 63% Substantial 0 2 0 2 0 3 3 44% Significant 0 2 0 0 0 3 3 37% Significant 0 2 0 0 0 3 2 30% Significant 1 2 0 0 0 3 3 41% Significant 3 2 0 0 0 2 0 30% Significant 3 2 2 0 3 2 2 56% Substantial 3 2 1 0 3 2 0 48% Significant 3 2 3 0 0 2 3 56% Substantial 3 2 0 0 0 2 0 30% Significant 3 3 2 1 0 3 3 74% Substantial 0 3 2 0 3 0 2 44% Significant 2 2 3 0 0 2 2 56% Substantial 2 2 0 0 0 2 2 44% Significant 2 1 2 3 0 0 1 52% Substantial 2 0 2 3 3 1 1 44% Significant 2 0 3 3 3 0 2 52% Substantial 0 2 2 0 0 2 2 37% Significant 0 2 0 0 0 1 0 11% Limited 0 1 0 0 0 1 0 7% Limited 2 2 0 3 0 3 1 48% Significant 2 3 2 0 3 2 1 56% Substantial 0 2 0 0 3 2 1 33% Significant 2 2 1 0 0 0 1 30% Significant 0 1 1 0 0 3 1 22% Limited 0 0 1 1 3 3 3 41% Significant 0 0 1 0 3 3 3 44% Significant 2 3 0 3 3 3 3 78% Substantial 2 3 1 0 3 3 3 63% Substantial 3 2 2 0 0 0 1 33% Significant 0 2 0 0 0 0 0 7% Limited External adviser interviews 27 APPENDIX G APPENDIX G: THE PROPOSED NEW GOVERNANCE STRUCTURE AND ELECTION PROCESS COUNCIL AUDIT BOARDS REMUNERATION GOVERNANCE MRC 28 NPPC BUSINESS APPENDIX G Roles Who can stand Who can vote (if election) Process Council members – country and regional (12) Nurse members in the relevant country and regions Nurse members in the relevant country and regions Election – under TULRCA rules Council members – student (1) Student members All student members Election – under TULRCA rules Council members – HP (1) HP members All HP members Election – under TULRCA rules Board members Any member from country/region All members in country/region Election Board chairs Members of the board from the country/region including the Council member The board members Election Board vice chair Members of the board from the country/region including the Council member The board members Election Chair and VC of Council Nurse members of Council (excluding President, Deputy President and Chair of Congress) Council (excluding Chair/of Congress) Election Nurse members with relevant experience and skills Nurse members in country/region Student and HP members Student and HP members Nurse members with relevant experience and skills Nurse members Student and HP members Student and HP members Members of MRC (12) Student and HP members of MRC (1 each) Members of NPPC (12) Student and HP members of MRC (1 each) Election Election All members with relevant Members of Business, Audit, Governance Support experience and skills n/a Council-led appointment process Chairs of MRC, NPPC, Business (& Hon Treas), Governance Support Members of Council Members of Council Election Vice Chairs of MRC, NPPC, Business, Governance Support Members of relevant committee Members of relevant committee Election Advisers to Business, External Audit, Governance Support n/a Council-led appointment process Chair of Audit n/a Council-led appointment process External NOTES The RCN represents nurses and nursing, promotes excellence in practice and shapes health policies April 2016 Publication code: 005 501 RCN Online www.rcn.org.uk RCN Direct www.rcn.org.uk/direct 0345 772 6100 Published by the Royal College of Nursing 20 Cavendish Square London W1G 0RN www.facebook.com/royalcollegeofnursing 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