Defining the Trustee Role with Barbara Frost of Water Aid
We welcomed in the New Year with guest speaker Barbara Frost, Chief Executive of WaterAid who had some very clear messages about the role of the trustees on charity boards. She went on to tell us what she looks for when selecting trustees and of course the strengths that lawyers bring to the table. Here is a summary of her talk;
Most NGO boards are entirely non-executive and generally unpaid. There can be a confusion about who is working for free in the voluntary sector. Most staff are not volunteers but they do work with volunteers, including the board of governors or trustees who are normally unpaid. The (salaried) CE who, in WaterAid’s case attends the board but is not a member of the board, is nonetheless answerable to the board, whose job it is to hold the executive team to account and to ensure that the executive deliver the vision set by the board.
At board level there is an overlap between governance and management.
• Board and executive should share leadership of the organisation
• Board set the vision, mission and values, making sure the executive team keeps on track
• Board shouldn’t get involved in the finer details of management
• But if there is a matter of strategic importance, Barbara would always take it to the board
There must be a separation of the trustee role from the volunteer. The board members are not there to use their expertise, to offer say, their legal, engineering, or fundraising skills directly, but rather to draw on their experience in the broader trustee role. Trustees of WaterAid are holding in trust a £90 million organisation. It is a huge responsibility.
There is a distinct difference between governance and volunteerism. It is important that lines of accountability are clear. It is best if lines of communication with management all involve the CE.
Where can the board’s role go wrong?
Each trustee clearly brings their own background expertise to the table as part of the discussion. However, issues can arise if a board member, with expertise in a particular area, oversteps the mark. The best way to use your expertise might be:
• How are you dealing with this?
• Would it be helpful if …?
• Can we help you with this ….?
Not “Do it this way ….”
The relationship between the Chair and CE is crucial. That team has to work closely together. While the appointment of the chair is one for the board and not the executive, it is important to get the CE involved in the process, as the chemistry between chair and CE is so important.
If the top executive team doesn’t understand the role of the board there can be a sense of distrust in their ability. WaterAid encourages their directors team to join boards of other charities so they understand both sides better.
If the board gets too involved in management and starts to micro manage it isn’t healthy.
What do you look for in a trustee?
The whole board should have diversity in skills and experience, so that the right mix of skills required to deliver the organisation’s strategic goals are represented. For WaterAid this could involve engineering, water, aid, law, human rights, fundraising, government regulation, national knowledge etc.
How do you recruit?
• Adverts in newspapers and online.
• Existing trustee contacts
Do you appraise you trustees?
Yes – every 2 years. The Chair meets with the trustees one to one on a yearly basis to discuss how the board runs. Then they do an overall appraisal of the board to ensure they have the right spread of expertise.
Towards the end of a Chair or Trustee’s 3 year term all trustees comment on performance.
When looking to recruit a normal trustee, the Nominations Committee will meet, comprised of the Chair and two trustees.
If it is a Chair appointment the board decides who will head the Nom Com. In this instance it needs to be very clear that the CE is not running the process, though they do need to be involved.
Which are the headhunters do you use?
Recently WaterAid used Peret Laver (headhunters who saw a gap in the market for trustees for international NGOs). Previously they’ve used Saxton Bampfylde and Odgers.
What are the strengths that lawyers can bring?
WaterAid has had 3 lawyers on the board at any one time, offering different legal backgrounds.
• To get to the heart of the matter
• Ability to deal with loads of documents
• To ask the searching question
• Risk – an important part of the boards role and lawyers are well placed to help in this area
What would you advise a lawyer who wants to join an NGO?
• Ask yourself if you share the vision of the organisation
• Would you get on with the Chair and CE (for instance – when WaterAid India were looking the employ a new chair, the candidate flew to the UK to meet with Barbara before agreeing to join)
Do you encourage interaction between legal experts on the board with the in house legal team?
As a director or trustee you will be judged on “reasonable skill and care” and failure to remember your expertise in your deliberations will count against you. The Charity Commission would expect a lawyer to have a deeper understanding of legal issues than, say, an engineer. So, if you have concerns you must raise them. If a board needs legal advice – make sure they get it. But are not on the board as their lawyer.