Trustee Selection Process – Have Your Say
In November I shared plans with you to increase the voice of CIPS Members on our Global Board of Trustees by introducing a new Membership Committee. I also shared the details of the associated selection process and while I won’t repeat those details, you can find them here. The same principles apply to the selection of Trustees and I’d therefore like to share our plans to open up the recruitment process for members of our Global Board of Trustees.
The disbandment of Congress and the introduction of the Membership Committee means there would no longer be Trustees on the Global Board of Trustees who are elected via the Congress route.
The proposal therefore is for future appointments to the Board of Trustees, and to the Membership Committee, to be via a robust and transparent application and selection process and for it to be led by an expanded Nominations Committee, containing additional independent members.
In these proposals Trustee vacancies would be openly advertised when they arise and any member who meets the role criteria could apply.
Crucially, to ensure Members remain engaged, and can influence the appointment of Trustees, all Members eligible to vote, would be invited to approve the appointment of Trustees at the AGM.
The benefits of appointed vs elected Trustees
The reality is that very few members nominated themselves for Congress, or vote in elections. An average of just 8.3% of members vote for Congress elections and, in turn, just 34 Congress members voted for Congress elected Trustees in 2019. Therefore, while members will no longer vote for Congress members and Congress members will no longer vote for Trustees, an open application and selection process will ensure the very best Trustees are appointed based on their knowledge, skills, diversity, and experience. This is in step with good corporate governance practice and something CIPS needs as we increase our global footprint and require expertise and agility in our decision making.
Today CIPS Trustees must provide support, governance and have fiduciary responsibilities for an increasingly complex organisation, operating in multiple jurisdictions across the world. This requires a very different set of experience and capabilities to what used to be a UK procurement and supply membership body. Appointment by an initial selection process, prior to member approval, provides a route which allows us to ensure CIPS has the right Trustees, and that Members can influence their appointment.
Securing independence and increasing global representation
An expanded Nominations Committee, with a blend of Trustees and non-Trustee members, will improve independence and increase diversity of thought.
It is essential that the activities undertaken by the Nominations Committee follow credible and independent processes, and that members can be confident in the neutrality of the Committee.
We therefore propose to create a Probity Adjudicator role. The Probity Adjudicator will act as an independent channel for members to raise any concerns about the Nominations Committee process and for them to be investigated.
The Probity Adjudicator or the Chair of the Audit Committee may refer cases raised to the Disciplinary Committee if an officer or Trustee has not followed agreed protocols and has contravened the CIPS Code of Conduct.
A summary of the proposed Trustee appointment process
- Trustee vacancies would be openly advertised when they arise and any member who meets the role criteria could apply.
- The process for the appointment of all Trustees would be the responsibility of the Nominations Committee.
- The Chair of the Global Board of Trustees would be selected by the Nominations Committee; the Chair will typically be selected from amongst the serving Trustees, the CEO whilst in office is not eligible to be the Chair of the Global Board of Trustees.
- Approximately a third of Trustees would be replaced each year.
- The Nominations Committee would draw up a list of shortlisted candidates for appointment to fill the vacancies on the Global Board of Trustees, evaluated against the set criteria, and the Committee will select from this list the candidates to be appointed as Trustees.
- Members, eligible to vote, would be invited to approve the appointment of Trustees at the AGM.
- Upon appointment, new Trustees would be provided with appropriate induction training, but responsibility for understanding their role, powers, and obligations rests with the Trustees themselves.
- Trustees would be required to sign and adhere to a Trustee Agreement.
- Each year Trustees would be required to consider any actual or potential conflicts of interest that might exclude them from trusteeship and sign a declaration accordingly.
- Trustees who are conflicted on certain matters would be excluded from relevant Global Board of Trustees discussions and may not vote.
- Trustees would also be required to agree to comply with the principles of good governance:
- to behave with integrity
- to be open and accountable
- to respect the confidentiality of the Global Board of Trustees’ deliberations
- to work effectively both individually and collectively
- to exercise effective control of the Institute
- to take responsibility for understanding their role
- to ensure delivery of CIPS’ purpose.
The role of Trustees and of the Global Board of Trustees
- Trustees are legally responsible for ensuring CIPS acts in fulfilment of its Royal Charter and charity law
- The Global Board of Trustees is responsible for:
- setting the organisational strategy
- overseeing, monitoring, and evaluating the implementation of the strategy against agreed objectives
- holding the Executive to account by providing constructive scrutiny and challenge
- mentoring and supporting the Executive Team
- offering independence, external perspective, skills, and challenge
- overall governance of CIPS Group globally
- prudent financial management of the organisation
- organisational risk management.
You can find more details on Trustee selection here.
As CIPS expands its global footprint and seeks to support and represent the global procurement and supply profession, it is essential to have the very best Trustees leading the organisation and the very best individuals on our Board sub-committees. We believe that these proposed changes will ensure we attract people with the right knowledge, skills, diversity, and experience to enable us to continue to deliver our purpose and support our members.
Later this month we will invite all members to take part in a consultation on these changes. In the meantime, if you would like to share your views on this or any aspect of your CIPS membership, please do get in touch by emailing email@example.com.
We look forward to hearing your views.