ISWP REPORT TO M.C.C. COMMITTEE
15th JULY 2015
(A) The Reasons for the formation of the ISWP
- Over the past few years various comments have been made regarding the ongoing governance of the Club, and, as a result, the ISWP was set up. The ISWP’s work has been done against the backdrop of the change in the M.C.C. from being what might be considered a “corner store” in terms of its commercial activities, to becoming an organisation with a turnover of about £47 million per annum. At the same time it has remained a members’ cricket club. These changes have inevitably led to a need to conduct the operation of the Club’s commercial activities in a manner more consistent with modern standards of corporate governance.
- The ISWP does not want to be prescriptive in its recommendations, nor does it want to recommend change for the sake of it. Any change that is recommended has to be justified on the basis that it would improve the governance of the Club. Accordingly, the ISWP intends to provide a road map that it believes will enable the Club to be run more efficiently and with greater transparency and accountability than has been the case in the past. The changes reflect those that have taken place in corporate governance over the last 15 years in public companies, charities and government bodies, namely, more transparency, clearer accountability and more challenge in the decision-making process, all of which lead to better decision-making.
- There are many areas of the Club’s activities that run efficiently and well. The ISWP would not want to recommend changes in those areas.
- One of the areas in which there is room for improvement is that of communication with Members. There is no doubt that communication has improved significantly over the past decade, but Members now have an almost insatiable appetite for information about their Club. At the heart of all of the ISWP’s recommendations is the requirement for more transparency and accountability in relation to the Club’s activities: this is to enable the Members and other stakeholders to better hold the Committee to account. However, such a recommendation comes with a “health warning”. The Committee has the responsibility of running the Club. As in any organisation, this will inevitably mean that, on occasion, the Committee will make decisions without first consulting Members. The ISWP recognises that fact but recommends that Members should be given as much information as possible and, subject to confidentiality requirements, the reasons why decisions have been made.
- However, the move towards greater transparency will be meaningful only if more Members become engaged in the Club’s activities. The Club has 18,000 Full Members. There is a small, but active group of Members which is engaged in the Club’s activities, serving on the various committees and sub-committees of the Club, but there is a great pool of untapped talent amongst Members generally. The ISWP hopes that one of the results of its work will be that more Members will offer their services to the Club so that the complaint that the Committee is just an “old boys’ network” can be dispelled once and for all.
- The ISWP proposes that a Register of Volunteers should be set up to enable Members who wish to contribute to the Club on the basis of their expertise to offer their services. Some may be appointed to the committees or sub-committees: others will wish to assist M.C.C. in other ways.
- In this paper references to “the Committee” are to the M.C.C. Committee and the titles of Officers, principal committees and other groups are shown throughout in their existing form.
- The Report has been seen by the Committee. It would like Members to have an opportunity to express their views, prior to it considering the recommendations in detail.
(B) The ISWP’s proposals – General
- The proposals of the ISWP have been separated into three stages, the first of which – the creation of a Body Corporate – was achieved by the granting and coming into effect of the Royal Charter. Stage 2 deals with legal structures and is complex. Although Stage 2 should logically precede Stage 3, the ISWP would not wish to see its proposals in Stage 3 being postponed because Stage 2 has not been finalised or agreed. Proposals in Stage 3, save for the formation of a new Charitable Trust, are not conditional upon the introduction of a new legal structure for M.C.C.
(C) Stage 1 – Limited Liability to Protect Members
- The ISWP’s first proposal, which has been carried into effect, was to incorporate the Club. This was achieved, as Committee members will recall, through the grant of a Royal Charter which came into effect on 1st July 2013.
- The first benefit of incorporation was to remove any possible personal liability of Members which might result from a catastrophic event, a possibility about which some Members had expressed concerns.
(D) Stage 2 – New Legal Structures to Protect Assets
- The ISWP recognises that it is vital for the Club to produce a structure that will permit the Club’s assets to be protected.
- The incorporation of the Club will clearly assist in the protection of the Club’s assets as the incorporated entity will be able to organise its affairs in a much more efficient way, both fiscally and generally. For example, it might be thought sensible to have Lord’s held in trust so that nobody could execute against the Club’s ground. And it may be sensible to incorporate subsidiaries to run distinctive areas of the Club’s activities, such as catering. But these are matters for future consideration.
- Putting into place new legal structures to protect assets will involve a great deal of detailed planning and work in order to ensure that any new structures are legally sound and fiscally beneficial.
- The Committee will undoubtedly want to take legal and accountancy advice and the ISWP thought it best, having identified the type of structures that might be put in place, to move on to make recommendations as to how the organisation of the Club might be strengthened and improved.
- The ISWP believes that decisions on legal and accounting matters can, and should, be left to the Committee, which will be best placed to make them after taking appropriate advice.
(E) Stage 3 – New Organisational Structures to Improve Governance and Operations
- If the Stage 2 aspirations are to be fulfilled, there are a number of other changes required in the manner in which the Club is run and decisions are taken. At present, there is a risk that decisions can be taken without sufficient consideration being given to the ramifications of the proposed decision. The situation has improved recently, but much more can be done to ensure that decision-making occurs in a structured and regulated manner.
- The ISWP’s proposals will be outlined in the remainder of this Report.
- Significant changes are proposed to the size of the Committee and the day-to-day running of the Club.
- The ISWP recognises that its recommendations need to be set out in such a way that they are acceptable to the Committee. Members will then have to vote by a two-thirds majority at a Special General Meeting in favour in order for the recommendations to be introduced.
- Accordingly, the ISWP sees its proposals as evolutionary and not revolutionary. It simply seeks to take what is currently in place and to change it over time into systems and a structure that will lead to a better and more efficient organisation. Incorporation (the grant of the Royal Charter) provides a good example of the way that the ISWP sees transition taking place. Incorporation was achieved with no negative impact on Members, but with considerable benefit to the Club as a whole.
(F) The M.C.C. Committee
- The M.C.C. Committee is the Club’s governing body and would be, in corporate parlance, called a board of directors. As will be seen, the ISWP recommends that the Committee should be composed of elected and appointed members and the Chief Executive.
- One of the principal management tasks of the Committee at a strategic level should be the assessment of risk and of opportunity.
- There is general agreement that the present size of the Committee militates against effective discussion, without which effective decision-making is rendered more difficult.
- The ISWP has considered this problem in great detail. Its unanimous conclusion is that the Committee should be reduced in size. The ISWP’s recommendation as to the precise size and make-up of the Committee is set out in Paragraph 29.
(G) Composition of the Committee
- The ISWP’s unanimous recommendation is that the Committee should consist of the following Members of the Club:
- The President (non-voting)
- The Club Chairman
- The Treasurer (as Chairman of the Finance committee)
- The President Designate (non-voting)
- The Chief Executive & Secretary (as Chairman of the Executive committee)
(The five Members listed above are the Principal Officers of M.C.C. in accordance with Rule 7.2.)
- The Chairman of the Arts and Library committee (non-voting once the M.C.C. Charitable Trust has become responsible for Arts and Library matters, when he would cease to be a member of the Committee. His place would then be taken by the Chairman of the MCC Charitable Trust)
- The Chairman of the Cricket committee
- The Chairman of the Estates committee
- The Chairman of the M&GP
- The Chairman of the World Cricket committee (non-voting)
- The Chairman of the new M.C.C. Charitable Trust
- Eight elected Members
- It is intended that, in due course, the new M.C.C. Charitable Trust will become responsible for Arts and Library matters. However, whilst the new structure is in its infancy, the Charitable Trust will be concentrating purely on the Club’s benevolent work.
- When the Charitable Trust’s responsibilities are extended so as to include Arts and Library activities, the Chairman of Arts and Library would no longer serve as a member of the M.C.C. Committee but would become a trustee of the Charitable Trust. He or she may in fact become Chairman of it, an appointment which would enable such Member to resume his or her position on the M.C.C. Committee as a voting member.
- Consequently, the M.C.C. Committee, when the restructure is complete (see Paragraph 26), would consist of 15 voting members, at least eight of whom will have been elected by Members of the Club. Elected members will thus be in the majority, preserving the existing balance.
- Members will know that the Committee has considered the recommendation to reduce the size of the Committee and approved it. That reduction will require a Rule change, and the ISWP would like to hear the views of Members on this issue.
- The ISWP recommends maintaining the position under the current rules that the elected members of the Committee always hold the majority. Under the current rules the size of the Committee is limited to 22 with 12 elected members. Under the ISWP recommendation, the limit would be reduced to 15, eight of whom would be elected.
- The ISWP sees this arrangement as striking the right balance between the appointed and elected members of the Committee, with the President, President Designate (between the AGM and 30th September each year) and the Chairman of World Cricket attending and contributing (but not voting) and with the Chief Executive & Secretary having a vote for the first time.
- There will need to be in order to reduce the number of elected members from 12 to eight. The best way of achieving this reduction, which will take three years, is as follows:
Present year – 12 elected members
First year – 10 elected members (four retire; replaced by two)
Second year – 8 elected members (four retire; replaced by two)
- The President is the Club’s ambassador and is regarded all over the world as the main representative of the Club. The responsibilities of this nominated and prestigious position are set out in the Rules and have not been amended since 2000. The ISWP’s unanimous recommendation is that these responsibilities should largely be unchanged.
- However, the importance of preserving and extending the independence of the President is essential. One way of illustrating the importance of the position, and at the same time enhancing its independence, is to continue to list the President at the very top of the structure of MCC, albeit without a vote at Committee.
- The existing Rules provide for the President to chair General Meetings of the Club.It is felt by the ISWP that while this responsibility could be maintained in the Rules, a new arrangement for chairing General Meetings might be introduced. This discussed in Paragraph 42.
- It is essential that Members do not misconstrue the reasons for the recommendations contained in this section of the Report. The President of M.C.C., whichever Member occupies that position, is not only the Club’s main representative, but also a popular figure in all cricket circles. The attendance of the President, representing M.C.C. at cricket club dinners and other functions all over the country and abroad, is highly cherished.
- In the ISWP’s view the role, responsibilities and duties of the Club Chairman should be expanded. In future he will be expected formally to provide support and guidance to the Chief Executive and to the rest of the Secretariat, and he will continue to chair meetings of the MCC Committee.
- In Paragraph 36 reference is made to the chairmanship of General Meetings. The ISWP believes that three options exist. First, the existing arrangement whereby the President occupies the chair. Second, the President could still occupy the chair by opening the Meeting, but would then vacate the chair to enable the Club Chairman to conduct the rest of the business until such time as the President regains the chair to nominate his successor. Third, the Club Chairman could take the chair for the entire Meeting. There are benefits and disadvantages relating to each of these options.
- However, it is the ISWP’s unanimous recommendation that option 2 should be adopted. It takes the view that conducting the major items of business at the meeting should be the responsibility of the individual who is accountable to the Members, that is, the Chairman.
- At a listed company it is normal to set out in writing the division of responsibilities between the chief executive and the chairman. The ISWP recommends that this approach be adopted by the Club. There is no reason for the Club to attempt to re-invent the wheel.
- In order to select the new Club Chairman in 2014, the Committee set up a small working party composed of a number of members of the Committee and Trustees. The vacancy was advertised on the Club’s website and Members were invited to propose candidates. The working party also had the support of a well-known firm of head-hunters.
- The ISWP recommends that the process for the selection of the Club Chairman which operated in 2014 should be used in future, and extended to certain other senior appointments, such as the Club Treasurer.
(J) Election to the MCC Committee
- One of the major problems has been the random nature of the results of Committee elections. At present, 12 places on the Committee are occupied by elected members. A former England cricketer will almost always be elected, and it is right that a cricket club, such as M.C.C. should have experienced cricketers on the Committee. However, the final balance of elected members of the Committee is unpredictable. As a result, on occasion the Committee may lack expertise in a particular area. For example, recent events have highlighted the importance of the Club’s estate and have also emphasised the fact that there is no experienced property developer on the Committee.
- The ISWP believes that this problem can be resolved. In considering the appropriate solution it has taken into account the importance of:
- continuing to allow Members to elect a majority of Committee members.
- having a balance of skills on the Committee.
- having regular infusions of “fresh blood” on to the Committee.
- keeping cricket at the forefront of the Club’s activities.
- having a broad range of commercial expertise on the Committee.
- It recommends that in the early part of each year the Club Chairman should remind Members of the names of those retiring from the Committee and the skill and experience of those members. He or she should also identify the skills and experience that, in the Committee’s opinion, will be required for the coming years. Members will continue to nominate other Members for election to the Committee and it will be recommended to them that they concentrate especially on those with the requisite skills and experience.
- Nominations will continue to be supported by two Members, but instead of the nominee writing 100 words about himself or herself, the two Members supporting the nomination should be required to write no more than 500 words about their nominee, explaining why he/she has the requisite skills and experience.
- No Member who has held office as President or Club Chairman should be eligible for election to the Committee.
- The ISWP believes that it is reasonable and desirable for the Club Chairman to be able to make recommendations as to the nominee(s) he/she believes has the right skills and experience to meet the Committee’s stated needs, and to let the Members know the recommendations when writing to them in regard to the election.
- That may, of course, be tantamount to starring, but it is the ISWP’s view that the Members of the Club are a mature electorate, capable of making up their own minds as to whom they wish to have elected to the Committee. It further believes that in this way, Members of the Club who are likely to contribute fully to the Committee’s work will be elected annually to the benefit of M.C.C. as a whole. The ISWP recommends that there should be no starring on the actual ballot paper.
- The ISWP emphasises that nothing in these recommendations stands in the way of any Member of the Club offering himself or herself for election to the Committee, so long as he or she can obtain the support of two other Members.
- The ISWP would like to hear the views of Members on these recommendations.
(K) Term of Office of Elected Members of the M.C.C. Committee
- The ISWP has been concerned to ensure that members of the Committee have the best chance to contribute meaningfully to the Committee’s work. A number of members of the ISWP who have also been members of the Committee felt that the first three-year term was nowhere near as productive as it might have been and that it took a new member some time to “get his/her feet under the table”. That problem will be resolved by the Chief Executive conducting an induction programme with newly elected members that should enable them to contribute meaningfully from the start of their term.
- The ISWP is of the view that the “year off” is unnecessary, and that it militates against consistent decision-making but it would like to hear the views of Members on this issue. However, the ISWP is equally concerned to reduce the number of Committee members who are repeatedly elected simply because their names are familiar to Members of the Club.
- Accordingly, the ISWP recommends that in future elected Members should serve a four year term and be eligible to be re-elected for a further four year term which can, if the Member so wishes and is successful in the election, run consecutively. Once a Member has served for a total of eight years, that Member will not be eligible for re-election until eight years have expired. Again, this is an issue upon which the ISWP would like to hear the views of Members.
- Occasionally it is necessary to fill casual vacancies on the Committee. This may happen when, for example, an elected member is appointed to chair a principal committee or becomes President. Such a vacancy should be filled by “promoting” the unsuccessful candidate at the immediately preceding election who received the largest number of votes.
- The ISWP believes that it is a wish of the majority of Members that younger Members be encouraged to stand for election. The Club has had some notable success in encouraging such Members to stand for election in recent years, and their contribution has been significant. Related to this, the ISWP would like to hear from Members whether there should be a maximum term for elected membership of the Committee.
- The Committee would report annually to Members as at present.
- The ISWP’s recommendations as to election to the Committee, the size of the Committee and the term that Members can serve on the Committee will require changes to the Club Rules.
- At present, a process exists to remove the Club Chairman, the Treasurer and the Chairmen and members of the principal committees, but there is no corresponding process to remove elected members of the Committee. The ISWP would like to hear from Members whether there should be such a process which could, for example, be exercised if three-quarters of the members of the Committee passed a resolution of no confidence, and that resolution was confirmed by the Trustees. Any such removal would have to be ratified by Members at the next AGM, as would be the case if the Club Chairman were removed.
(L) The Executive
- Most successful organisations are run by an executive team under the general supervision of a board of directors. Under the Rules of the Club and Article 9 of the Royal Charter these are, respectively, the Executive and the M.C.C. Committee. The ISWP believes that M.C.C. should be run in that way, with the day-to-day running of the Club clearly being the responsibility of the senior executives – the Executive and various Heads of Department. This will be particularly relevant in relation to the Club’s commercial activities.
- The ISWP’s recommendation, therefore, is that the M.C.C. Committee (which is analogous to a board of directors) set out the Club’s strategy and business plan annually and the senior executives carry that strategy into effect. The ISWP believes that re-emphasising, in a formal manner, that the principal responsibility for the day-to-day running of the Club rests with the senior executives should enable them to develop greater confidence and provide more consistency and transparency in decision-making.
- The ISWP recommends that the Executive Management Board be formalised and renamed as the Executive committee within the Club’s structure. This principal committee will be chaired by the Chief Executive, who will become a voting member of the M.C.C. Committee. A member of the Executive will continue to be responsible for each principal committee under this arrangement.
- When important decisions are to be made the Committee will continue to receive a detailed paper from the Executive committee, which will have been considered by any principal committees potentially affected by the proposal. In addition, the ISWP recommends that the Executive be required to table, on a regular basis at Committee meetings, the management accounts, the Chief Executive’s report, a risk register and other key functional reports as necessary and the Minutes of the last Executive committee, so as to enable the Committee to challenge the Executive effectively and to ensure that the Club is appropriately managed.
- The ISWP has noted that no member of the Executive currently has a vote on the Committee. The ISWP’s proposals are that it should immediately have one vote (the Chief Executive).
- The ISWP also recommends that if, in the opinion of the Committee, a member of the Executive, other than the Chief Executive is not performing adequately, the Chief Executive have the option of terminating the employment of that individual. The Committee will remain responsible for terminating the employment of the Chief Executive.
- The ISWP acknowledges that the Trustees of the Club, first appointed in 1864, serve an extremely useful role at the top of M.C.C.’s structure. The ISWP believes that they should continue to perform that role and there is no intention to dilute their existing duties. They should continue to have the influence they currently possess and their independence should continue to be preserved through their status as Members who can attend meetings of the M.C.C. Committee, but without a vote. However, the Trustees will have no legal standing in the Club’s governance structure.
- There will continue to be three Trustees, each of whom will continue to be appointed initially for a three-year term, which may be extended for one further three-year term. However, the ISWP recommends that no Member be appointed a Trustee unless he/she has been a Full Member of the Club for at least ten years. The ISWP also considers it desirable that at least one Trustee was elected as a Playing Member or has experience of first-class cricket (though this should not be formalised as a requirement).
- In addition, it is the ISWP’s view that there should be no requirement for a Trustee to have ever been a member of the Committee. However, if the Trustees are former members of the Committee, at least one of them should not have been a member of the Committee for five years prior to his/her taking office.
- Each appointment will continue to be made by the Committee from names of Members forwarded to it by the Nominations Committee, subject to approval, in each case, by Members in General Meeting.
- The ISWP would like to hear Members’ views as to whether the role of the Nominations Committee be formalised.
- At present, the Nominations Committee is chaired by the Chairman of the Club and its members are drawn from elected Committee members, Trustees, the President and the Treasurer. The two elected Committee members each serve for a three year term, which expires at the end of that Committee member’s term of office. This would have to be amended if the ISWP’s recommendation of four year terms is accepted. The two Trustees also serve for a three year term: their term also expires at the end of their term of office.
- A Member who has been a Trustee should not be eligible for election to the Committee, appointment as Club Chairman or as Chairman of a principal committee after his/her period of service as Trustee, although he/she may be nominated as President after such service.
- The Trustees are distinguished from the trustees of the M.C.C. Charitable Trust, who will have full Trustee Act duties and responsibilities.
- There are four important changes that the ISWP is recommending in relation to the Committee structure. The first is the formation of a remodelled Membership & General Purposes committee. The ISWP discussed whether this committee should be renamed the “Members’ Committee” and would welcome the views of Members on this issue. However, in this Report this committee will continue to be referred to as the Membership & General Purposes committee or the M&GP.
- “We think the membership Committee could helpfully be renamed the Members’ Committee. It should become the crucial interface between the Members, the Committee and the executive. The committee should be, and be seen to be, as democratic as possible. It should have specific responsibility for Member communications and be receptive to ideas of how the Members would like the Club to be run and what services it should provide.”: Paragraph 15 of the Scott Baker Report 2002.
- The ISWP agrees (with one dissenting member) with that passage from the Scott Baker Report.
- Concerns have been expressed that a M&GP established in the manner recommended by the ISWP below might become a rival to the Committee. The ISWP does not accept that as a realistic concern. As will be the case with all principal committees, under the ISWP’s proposals the M&GP will have its duties and responsibilities defined in the Club Rules. In these circumstances, it will not be possible for the remodelled M&GP to become a rival to the Committee, which will remain responsible for the running of the Club.
- The suggested duties and scope of responsibilities of the Members’ Committee are to discover and represent to the Committee the opinions of Members on all matters to do with the running of the Club. It should report annually to Members and the Committee on its activities in the preceding year.
- In order to fulfil its role and purpose the ISWP recommends that the M&GP should have the power, in consultation with the Club Chairman, to organise surveys of Members and to have the duty to review and consider recommendations from the Finance Committee in respect of such matters as entrance fees, annual subscriptions and the waiting list and to make its own observations to the Committee.
- The ISWP’s recommendation (with one member dissenting) is that the M&GP committee should consist of 12 members. That number should be treated as a guideline rather than be incorporated in the Rules in order to provide the greatest flexibility and so that the Members’ committee can be constituted in such a way as best to meet the needs of the membership as a whole.
- The ISWP recommends that six members of M&GP be elected by Members of the Club at the same time and on the same conditions (that is, a maximum of two four -year terms) as the Committee ballot takes place. (At present, Members may nominate themselves for M&GP, subject to certain restrictions which will in future be lifted, but the electorate is currently limited to the existing members of M&GP). Six members would be appointed by the Committee as defined below.
- The Chairman would be nominated initially by the M&GP committee from within or without its ranks and subsequently ratified (or rejected) by the Nominations Committee. The appointment would then have to be agreed by Members at the AGM.
- The Chairman of M&GP will, by virtue of office, be a member of the M.C.C. Committee.
- The ISWP would expect that the appointed members would normally be drawn from the following sub-committees: Tennis and Squash; Golf; Bridge, Chess and Backgammon; and Rules. A representative of Middlesex County Cricket Club who is also a member of the MCC would be directly appointed by the Committee, as is currently the case. However, the ISWP recommends that flexibility be retained as to which of the Club’s activities should be represented on the Members’ committee.
- As at present, the Deputy Secretary would continue to be responsible for the M&GP committee.
- As recommended above, one of the principal responsibilities of the reformed M&GP will be to assess and evaluate Members’ views about Club affairs through any method considered appropriate, including regular surveys. It will also make recommendations to the M.C.C. Committee, publish its Minutes promptly and open some of its meetings each year (on a non-participatory basis) to all full Members of the Club who wish to attend.
- One of the major gaps in the present structure is that there is no committee (other than the M.C.C. Committee) which is clearly responsible for supervising the Club’s commercial activities or assessing risk.
- The ISWP recommends that this duty be undertaken by the Finance committee, amongst whose members should be some with commercial experience in retailing, hospitality, marketing and risk assessment. Day-to-day responsibility would remain, as now. with the Executive.
- Secondly, the ISWP recommends that the Finance committee shouldhave formal responsibility for the annual audit (as is the case in most other organisations where this is discharged by an audit committee), as well as continuing to recommend the annual accounts to the M.C.C. Committee for approval.
- Thirdly, the ISWP recommends that a Remuneration Committee be formally appointed. At present there are informal arrangements, but the ISWP believes these should be formalised into a recognised committee.
- Another change concerns the Arts and Library committee. This committee is seen by the ISWP as an integral part of the new MCC Charitable Trust.
- The ISWP recommends that the Chairman of Arts and Library will, in the early stages of the proposed new structure, continue to have a vote on the M.C.C. Committee.However, if and when the M.C.C. Charitable Trust becomes responsible for Arts and Library matters he or she would no longer be a member of the M.C.C. Committee.
- As with the removal of the President’s vote, this recommendation should not be misconstrued. The high importance attached by the Committee to the collections and to Arts and Library matters generally remains as strong as ever.The history of the game of cricket in many forms is preserved and enhanced by the Arts and Library committee, so it is important that its Chairman be present at meetings of the M.C.C. Committee until the responsibilities are transferred.
(R) The M.C.C. Charitable Trust
- The ISWP recommends that a new charity be set up with Articles of Association wider than those currently contained in the Articles of Association of the M.C.C. Foundation. Among other benefits, the creation of the new charity should enable the M.C.C. to attract an increased number of gifts and legacies.
- The ISWP suggests that name of the new trust should be “M.C.C. Charitable Trust” The ISWP recommends that Members be invited to contribute in this matter, for example through an article in the Club Newsletter.
- As Committee members know, the M.C.C. Foundation is in an anomalous position. It is funded by the Club, but has no formal relationship with the Club.
- The ISWP believes that there is enormous scope for the Club to undertake substantially increased charitable work. The Club has already made a very good start on building relations with the local community, which has been greatly appreciated both by the Westminster City Council and local residents. But much more can be done. A new charity, with wider objects, will enable M.C.C. to play a fuller part in the increasingly important area of charitable work.
- The ISWP does not want it thought that it considers the work of the M.C.C. Foundation as insignificant. Indeed, the trustees of the M.C.C. Foundation are to be congratulated for the initiatives which they have introduced and managed.The M.C.C. Foundation has done some extremely good work with, for example, the cricket hubs. The proposed new M.C.C. Charitable Trust will build on that work.
- Nor does the ISWP recommend the immediate winding-up of the M.C.C. Foundation. Nevertheless over time it will clearly be more sensible, and less confusing, if there is only one M.C.C. Charitable Trust.
- The ISWP recommends that some of the trustees of the new Charitable Trust be appointed by the M.C.C. Committee, subject to the approval of Members in General Meeting, and that the Chairman of the new Charitable Trust be a member of the M.C.C. Committee by virtue of office.
- Members should understand that it will be essential to demonstrate to the Charity Commission that the new Charitable Trust is not controlled by the M.C.C. Committee or by the Club, although it can have a formal relationship with the Club.
- The trustees will have full Companies Act (as the company will be a company limited by guarantee), Charities Act and Trustee Act responsibilities.
(S) Decision-Making and the Duties and Responsibilities of the MCC Committee and the Principal committees
- The ISWP takes the view that the M.C.C. Committee’s duties and responsibilities may be taken from the Companies Acts: Sections 171-177.
- The duties and responsibilities of the principal committees can, in the main, be broadly stated. The duties and responsibilities of the Cricket and the Estates committees are obvious and do not need great definition. The M.C.C. Charitable Trust will have its own Memorandum and Articles of Association.
- The ISWP recommends that each of the Club’s principal committees have Terms of Reference. It believes that the responsibilities of the chairman of each principal committee, and those of the trustees of the M.C.C. Charitable Trust should, together with the responsibilities of the Secretariat, be clearly specified in the Club Rules.
- The ISWP recommends that the remodelled M&GP committee be specifically responsible for considering all matters concerning the Members of the Club.This will not prevent other principal committees, as necessary, from considering such matters.For example, M&GP would continue to consider recommendations, made by the Finance committee, relating to Entrance Fees and Annual Subscriptions. The M&GP would then make its observations within a recommendation to the M.C.C. Committee.This would enable the M.C.C. Committee to pay due regard to the observations of M&GP at least half of whom would be elected representatives of Members of the Club.
- Finally, in accordance with principles of good governance, the ISWP recommends that there be annual appraisals of the performance of the Club Chairman, the Treasurer and the Chief Executive.
- The ISWP is unanimously of the view that this Report and recommendations be shared in full with Members and that Members have an opportunity to discuss and comment upon its recommendations. It proposes that, Members be given a date by which to make such comments. Informal meetings should then be arranged to enable Members to make further observations before a Special General Meeting takes places at a later date to vote on final proposals made by the Committee.
(U) Special General Meetings
- Special General Meetings are costly. They take up a great deal of Executive time and cost a great deal. It is, of course, important that Members be able to requisition SGMs on important matters. But in this age of social media and instant communication it is arguable that the present number of requisitionists (180) is too small.
- The Companies Act requires 5% of members to requisition an SGM. That would be 900 Members of the MCC. The ISWP recommends that we adopt that approach and would like to hear Members views on this recommendation.
- The ISWP appreciates that the proposals and recommendations that it makes in this Report will require some Rule changes and that transitional provisions will therefore have to be put in place.
(V) The Future
- The ISWP believes that the Committee should decide whether the ISWP should continue its work, focusing on implementation of outstanding matters highlighted in this report and discussion of some other issues that remain. However, it is of the view that it should be kept in being for a further period (albeit in a smaller group) in order to allow it to assist in the implementation of any of its proposals and recommendations as are approved by Members.
- The ISWP looks forward to hearing the views of Members during the Consultation period.
Peter Leaver QC