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Arvon

A Board Effectiveness

Review

Conducted by Cause4

February 2016

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Table of Contents

1. Executive Summary .................................................................................................... 3

2. Background on Arvon and its Governance ................................................................. 6 2.1 Arvon - Background ............................................................................................................ 6 2.2 Current Board Members ..................................................................................................... 8 2.3 Board Responsibilities ..................................................................................................... 10 2.4 Board Structure and Sub-Committees ............................................................................. 10

2.4.1 The Finance Committee ............................................................................................... 11 2.4.2 The Properties Committee ............................................................................................ 11 2.4.3 The Nominations Committee ........................................................................................ 12 2.4.3 Disbanded Committees ................................................................................................ 12

2.5 Memorandum and Articles ............................................................................................... 12 2.6 Meeting Structure and agendas ....................................................................................... 13 2.7 Induction Processes and Training ................................................................................... 14 2.8 Governance in Relation to Funders ................................................................................. 14 2.9 Previous Board Effectiveness Reviews ........................................................................... 14

3. The Role and Processes of the Board ..................................................................... 15 3.1 Financial and Legal Obligations....................................................................................... 15 3.2 Strategy Development and Implementation .................................................................... 15

3.2.3 Board Meetings ............................................................................................................ 16

4. The Role of Sub-Committees ...................................................................................... 17 4.1 The Nominations Committee ............................................................................................ 17 4.2 Development and Fundraising ......................................................................................... 18

5. Board Dynamics ........................................................................................................ 19

6. The Role of the Board within a Wider Organisation ............................................... 20 6.1 Communications Between Board Meetings .................................................................... 20 6.2 The Induction of Trustees into the organisation ............................................................. 20

7. Board Composition and Skills .................................................................................... 21 7.1 Current Board Composition ............................................................................................. 21

7.1.1 Skills and the Size of the Board .................................................................................... 21 7.1.2 Diversity ....................................................................................................................... 21

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1. Executive Summary

This Board Effectiveness Review was conducted by Cause4 in February 2016. It was intended to

evaluate the Board of Arvon across a number of different elements of its activities and culture, in

particular:

The degree of shared understanding of Arvon’s strategic objectives;

The shared understanding of the Board’s role in respect to strategy formulation;

Board member engagement, understanding of expected contribution and willingness and

ability to contribute;

The quality of formal and informal Board dynamics;

The Board’s role in fundraising;

The Board’s efficacy and fundraising practices, including Board composition and

Arvon’s goals over the next five years, including prioritising the skills needed in any new

Trustees; and

The efficacy of current governance procedures.

Process

In order to conduct this review, Cause4 conducted desk research into the key documents informing

the Board’s activities, including its governing document. Cause4 also conducted interviews with all

current Trustees as of January 2016 (see Section 2.2), and with Executive-level staff, including:

Ruth Borthwick – Chief Executive;

Kathryn Beale – Head of Development;

Natasha Carlish – Centre Director, The Hurst;

Nick Murza – Director of Operations;

George Palmer – Head of Communications;

Becky Swain – Head of Learning and Participation.

Key findings

The overall impression of Governance at Arvon is that the Board is well run with excellent support

and infrastructure. There is strong evidence of good practice and a high level of respect, trust and

transparency between Board and Staff.

However, whilst the nuts and bolts are considered strong, and the Board of Arvon is fully compliant

in terms of meeting Charity Commission requirements, this review has highlighted one key area for

development in relation to Governance at Arvon, namely, for Trustees to develop a higher level of

engagement in supporting the Executive in both the devising and execution of strategy, taking the

role of a ‘critical friend’ and providing the healthy challenge that is the hallmark of excellent Boards.

In return, this approach needs to be welcomed by the Executive, with an openness to feedback

being embraced in a spirit that gives Trustees opportunity to make the best use of their skills and

to feel that they are making an active contribution to Arvon’s work.

Ensuring that the culture of Board and Executive adapts and develops to reflect these changes is

the headline recommendation of this Governance report.

A synopsis of the key recommendations is as follows:

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Strategy Development and Implementation

Business Plan working group – A small working group of Trustees should be appointed

on a time-limited basis each year to support the Executive with the development of the

Business Plan and to report to the Board.

Away Day – All Trustees and Staff should be engaged in the development process for the

Business Plan, starting at the Away Day each year, with real clarity outlined about the key

risks facing the organisation and the priorities for the year ahead.

Monitoring – Following the Away Day, Trustees should decide which key areas of the plan

they will monitor regularly at Board meetings, with a suggestion of no more than 3-5 Key

Performance Indicators (KPIs) to be monitored by Trustees, with a supporting more

detailed framework to be administered by the Executive.

Board Meetings

Length of meetings – It is suggested that Board meetings are increased to three hours,

with the main material in relation to compliance and informational updates covered in the

first half of the meeting, allowing more time for strategic debate and discussion. A sense of

thematic structure, linked to the monitoring of KPIs will provide good comfort to both

Trustees and Executive alike in moving forward the Business Planning process.

Trustee attendance – Trustee attendance at meetings needs to become more consistent.

Whilst face to face meetings are always preferable, it is suggested that Arvon makes use

of Skype/telephone conferencing to support attendance at meetings for those outside

London or for those with unavoidable scheduling problems.

Streamlining of paperwork – Cause4 recommends that Board paperwork is streamlined;

with it made clear to Trustees which papers are for information only and which are for

detailed discussion.

The Role of Sub-Committees

Sub-Committee make-up – It is recommended that all Trustees should be members of at

least one sub-committee, based on their area of interest or expertise.

The Nominations Committee, Recruitment and Induction – The Nominations

Committee should undertake an annual review of Trustee skills in relation to Arvon’s

Business Plan needs and should make recommendations for ongoing recruitment. Other

key roles for this Committee should include ensuring that all Board roles are recruited in an

open process and publically advertised and supporting the Executive to review the

induction process. Key suggestions for improvements to the induction process include

giving prospective Trustees the potential to meet all staff, the attendance at an Arvon

course and/or an in-depth visit to a Centre during the first year of appointment.

Development and Fundraising Development Advisory Board – It is suggested that a Development Advisory Board is

reformed to support Arvon’s wider fundraising needs and the new capital development for

Lumb Bank. However, this group should operate more flexibly than a sub-committee,

mainly meeting with the CEO/Head of Development on a 1:1 basis. It is suggested that two

Trustees from the main Board join this group, but otherwise that composition of the

Development group is formed mainly from outside the main Trustee Board to maximise the

potential for Arvon to open up new networks etc.

Increased support for fundraising by individual Trustees – The new capital

development also provides a good focus for better aligning Executive expectations with

how Trustees would like to contribute to the fundraising effort an individual basis. Each

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Trustee should work towards at least one rolling target at a time in this area based on their

particular skills and means to contribute. Some ongoing training for Trustees in relation to

developing fundraising and networks should also be devised to support Trustees in relation

to their fundraising role on the Board.

Trustee giving and training – Cause4 recognises that not all Trustees will have the

capacity to donate to Arvon. However, in terms of advocating to other potential supporters

and funders, to have the entire board giving financial support to the organisation sends an

important message about support for its activities and development. It is recommended

that all Board members give to the level that they are able, and that the Board should be

credited collectively as a major donor in all publicity material. This process would be

confidential and managed 1:1 by the Chair. Board and Executive Dynamics

Feedback culture – It is recommended that all Trustees ensure that collective capability is

galvanized to provide a high degree of healthy challenge to the Executive and to feel

comfortable in offering constructive critique to each other. Meetings should seek to

encourage curiosity and open lines of questioning from Trustees and to continue

opportunities for Board and Executive to socialize and meeting informally outside of the

Board structure. Cause4 also recommends that there is more use of formal presentations

made to Trustees by senior staff for structured feedback, and that the Executive team is

clear to Trustee about what feedback is required.

Measuring Trustee performance – Cause4 recommends that Trustees might be given a

framework through which they can measure their own development as contributors. It is

recommended that the Chair conducts annual 1:1s with Trustees, to ensure that Trustees

feel that they are being appropriately stretched and that their skills are being put to good

use. Of course these meetings should also allow individual Trustees to provide feedback on

the Chair’s role, giving a 360-degree view.

In camera session – Trustees value the in camera sessions, and also the time to discuss

areas of importance without Arts Council England observers present. Structured time with

Trustees and CEO should be factored in to Board agendas, as well as a short session with

Trustees only where any concerns could be raised directly with the Chair.

Mentoring framework – In the future, Arvon might develop a mentoring framework

between staff and Trustees, whereby Executive staff have an assigned Trustee to whom

they can direct queries, ideas or concerns, decided on the basis of skills and experiences.

This would be a healthy process for Arvon to pilot, to encourage a greater level of

engagement and understanding between Board and Executive.

Current Board Composition

Board composition – Arvon should consider the optimal size of its Board, potentially

between 10-12 members. New talent is sought in terms of fundraising and influencing

networks and also in areas where skills may be lost in due course, for example, education.

The need for a strong artistic/literary representation is recognised by all.

National representation – As a national charity, Arvon should ensure that Trustees are

recruited outside of London/South East and that geographical reach is well represented.

Diversity – The Nominations Committee should look to increase the diversity of the Arvon

Board. In terms of priorities, key representation from several beneficiary groups is

considered important, namely those on lower incomes, young people, those living outside

of London, disabled people and BME people.

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2. Background on Arvon and its Trustees

2.1 Arvon - Background

Arvon is a charitable company (registered charity number 306694; company number 1086582),

founded in 1968 by poets John Fairfax and John Moat in order to revitalise the way that poetry was

taught to young people. Arvon aims to give people the space and time to write and to improve their

skills. Its values are ‘welcome, inspire, support, transform’.

Arvon runs seven main programmes:

Open Residential Programme – available to all members of the public, these week-long

residencies are held at Arvon’s three properties, Totleigh Barton in Devon, The Hurst in

Shropshire and Lumb Bank in Yorkshire1;

Arvon City – three-day non residential courses held in cities;

Residentials for Schools – in 2015, Arvon worked with 432 State and Independent school

students. Specific projects delivered included Mother Tongues, designed for bilingual

students, and Writing the Game, exploring creative writing with students who are interested

in football, but less engaged with English;

Residentials for Partners – these have included Vita Nova, an organisation supporting

individuals recovering from drug or alcohol addiction, and Foyle Young Poets;

Professional Development – including mentoring, tutoring and programmes with

teachers. Generally, Arvon’s work with schools is targeted towards secondary-aged pupils,

but it does run several weeks per year specifically targeted towards Year 6 pupils and

teachers;

Arvon Digital – this project, which is in development, will establish an online community of

writers;

Arvon Events – these occasional events often serve to consolidate or support Arvon’s

other programmes, and have included the launches of its 2014 open programme with

House of Words, a live literary event featuring readings and talks, and the Jerwood/Arvon

Mentoring programme launch at the Free Word Centre.

The structure of the programme is adaptable to working with other organisations, such as schools

and other charities, community organisations and arts companies. Alongside the residential

courses, Arvon runs other writers’ support activities, including shorter, non-residential courses,

workshops, readings, and professional development sessions.

A standard place on the residential courses costs £750. Arvon offers two different bursaries,

varying in from around £200 to the full course fee. The bursaries can be applied for either by

teachers or those with a low income.

Recent specific projects run by Arvon include:

The Jerwood/Arvon Mentoring Scheme – A programme pairing nine writers with a poet,

playwright or prose-writer mentor over an 18-month period;

(M)Other Tongues – A series of evaluative activities undertaken as part of the Calouste

Gulbenkian Foundation’s Cultural Understanding programme, which saw Arvon

1 A fourth location, Moniack Mhor in Inverness, was used by Arvon until 2014, when the arrangement between the Moniack Trust and Arvon was mutually terminated.

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participating in Roundtable discussions and panel debates about the linguistic education of

bi- and multi-lingual children alongside other organisations including English Pen;

Teach Writing – This research project will use a residential week for teachers and a year-

long period of CPD training to establish the impact of creative writing on the education of

disadvantaged young people.

Arvon is run by a staff team of 23.1, some based at its central office, and a small staff at each

residential centre.

The Business Plan

Arvon produces three-year business plans, in keeping with its status as an Arts Council England

National Portfolio Organisation. The current business plan, which runs from 2015-17, is based on

four key aims:

1. To produce high quality residential writing courses that champion creativity in its

unique writing houses in England;

2. To extend its reach and support for writers from all parts of society, and to advocate

for the possibility of transformation through creative writing. This will lead Arvon to

take several key actions:

Taking positive steps to develop its audiences, particularly amongst key target

groups:

a) Under 25 year-olds;

b) Those with low/no income;

c) BME writers;

d) Disabled writers;

e) Residents of England outside of the South of England.

Working with partner organisations to amend its courses so that they are more

fitting with the aims and needs of these groups;

Advocating amongst partners and supporters, to ensure sector-wide change.

3. To establish a new offering to talented writers. The Clockhouse development at The

Hurst Centre provides a centre for talented writers on retreat;

4. To make sure its business model is sustainable and resilient, to enable Arvon to be

bold and ambitious. Arvon is undertaking a review of its business model, and is

undertaking some work to strengthen its resilience, in order to withstand current economic

and fundraising climates.

Arvon will seek to develop a further business plan for 2018-21.

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2.2 Current Board Members2

The Arvon Board currently consists of 11 members including the chair. They are as follows:

Alistair Burtenshaw (Chair) (Joined April 2014, potential re-election April 2018, last

date to stand-down April 2022) – Alistair is Director of The Charleston Trust, the

charity responsible for Charleston, the Bloomsbury Group house-museum, the

Charleston Festival and Small Wonder Short Story Festival. He was Director of the

London Book Fair for 12 years and Director of Books and Publishing Worldwide at

Reed Exhibitions as well as Chair of Trustees at BookTrust. A Fellow of The Royal

Society of Arts, Alistair is also Director of Publishing Connections Ltd, a consultancy

that supports organisations in the books and arts sectors. An alumnus of Yale

University’s Leadership Strategies for Book Publishing course, Advisory Board

Member for the Oxford International Centre for Publishing Studies and media

commentator, Alistair has spoken around the globe on issues related to the global

books and publishing sector.

Dr. Judith Abbott (Joined October 2015, potential re-election October 2019, last date

to stand-down October 2023) – Judith has been Director of Finance & Resources at

Harrow College since 2011, where she is responsible for Finance, IT, Estates, HR and

Student Records, and has implemented a new Estates Strategy consisting of c.

£15million of grant funding and £1million bank loan, returning the college to a

sustainable financial position. Judith has over 20 years’ Blue Chip finance experience

at Ford Motor Company and subsidiaries including over 10 years at a Senior

Manager/Director level. Since 2006 Judith has held Senior Manager/Director level

positions in the not for profit sector including, Director of Finance for Energy Saving

Trust Ltd and Head of Strategic Planning and Control for Action for Children.

Patience Agbabi (Joined July 2009, re-elected July 2013, last date to stand-down

July 2017) – Patience is a British poet and performer with a particular emphasis on the

spoken word. Her first collection of poetry, R.A.W, received the Excelle Literary Award

in 1997. She has performed extensively, including in Britain, Namibia, the Czech

Republic, Zimbabwe, Germany and Switzerland, where she worked with the British

Council. Her poetry has been featured on national television and radio and in 2000

she was one of ten poets commissioned by BBC Radio 4 to write a poem for National

Poetry Day. She has taught and run workshops and also been poet in residence at

various places ranging from Oxford Brookes University to a London tattoo and piercing

studio. She has an MA in Creative Writing, the Arts and Education from the University

of Sussex and in September, 2002 was appointed Associate Creative Writing Lecturer

at the University of Wales, Cardiff. Patience was nominated for the Forward Prize for

Poetry in 2013.

2 During the course of this review’s completion, Sophie Rochester stepped down as a Trustee due to other personal commitments.

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Sir Andrew Cahn (Joined October 2011, re-elected October 2015, last date to stand-

down October 2019) – Andrew is a non-executive Director at Nomura, Lloyd’s of

London and General Dynamics (UK); Chair of the Advisory Board of Huawei

Technologies (UK) and Chair of the City of London’s International Trade and

Investment Group; and a Trustee/Governor at the Gatsby Foundation, TheCityUK, the

Institute for Government and the Japan Society. For most of his career, Andrew was a

civil servant in the Cabinet Office, the Foreign Office, the Business Department and the

Ministry of Agriculture; as well as twice working in the European Commission, first as

one of the authors of the EU Single Market and then as Neil Kinnock’s chief of staff.

Tony Cohen (Joined October 2012, due for re-election October 2016, last date to

stand-down October 2020) – Tony Cohen has been a newspaper journalist, television

programme producer and media business executive. From 2001 to 2012 he was CEO

of FremantleMedia, one of the world's largest global television production companies,

creating prime time entertainment, drama and factual programming in some 25

countries around the world. He currently focuses on his work in the not-for-profit sector

as Chair of Barnardo's, a Trustee of the RSA and as a Governor of the City of

Westminster College. He is a Sloan Fellow of the London Business School and a

Fellow of the Royal Television Society.

Kate Donaghy (Joined May 2007, re-elected May 2011, standing down May 2016) –

Kate is Founder and Director of The Board Advisory Partnership, a resource for

Chairs in addressing issues of board management and development. This follows her

work as a co-Founder of Manchester Square Partners in 2005. Kate is trained as a

barrister, with earlier training in Healthcare. Kate has come to the end of her time as a

Trustee in the course of this report’s compilation. Her last meeting was on 3rd

February 2016.

Marion Gibbs (Joined July 2008, re-elected July 2012, last date to stand-down July

2016) – Marion was formerly Headmistress of James Allen’s Girls’ School, 1994-2015.

Immediately before that she was an HMI (Schools), having previously taught in a

variety of state and independent schools, adult education (including prisons) and for

the Open University. She has published a book on Greek Tragedy, contributed

chapters to books on educational leadership and inspection and writes a regular

column for educational newspaper SecEd.

Meriel Schindler (Joined January 2013, due for re-election January 2017, last date to

stand-down January 2021) – Meriel is a Partner and Head of Employment at Withers

Worldwide law firm, advising senior executives and employers. Meriel is a trained

mediator and used to write regularly for The Guardian, offering legal counsel to

readers.

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Michael Symmons Roberts (Joined September 2008, re-elected September 2012,

last date to stand-down September 2016) – Michael is a British poet. He has published

five collections of poetry with Cape (Random House), has won the Whitbread Poetry

Award as well as major prizes from the Arts Council and Society of Authors. He has

been shortlisted for the TS Eliot Prize twice, the Griffin International Poetry Prize and

the Forward Poetry Prize, which he won in 2013 for Best Collection. He has also

written novels, libretti and texts for oratorios and song cycles, and regularly writes and

presents documentaries and dramas for broadcasting.

Simon Trewin (Joined October 2011, re-elected October 2015, last date to stand-

down October 2019) – Simon is a Partner and Head of the London Literary

Department at WME talent and literary agency. A literary agent since 1993, he is a

former Secretary of the Association of Authors Agents and a three-time nominee for

the Bookseller Industry Awards Literary Agent of the Year. He has worked with a

diverse list of authors including 2012 Costa Book Of the Year winner Andrew Miller,

former British Poet laureate Andrew Motion, Facebook’s C.O.O. Sheryl Sandberg,

graphic novel wunderkind Isabel Greenberg and multi Irish Book Award winner John

Boyne. He is a supporter of emerging fiction voices and has supported the

international debuts by a number of his clients including Alix Christie and Laline Paull.

Virginia Wedgwood (Joined September 2010, re-elected September 2014, last date

to stand-down September 2018) – Virginia has many years’ experience as a

conservation architect. She most recently worked as a Senior Architect at Pearce

Bottomley, specialising in historic buildings, churches and schools. Prior to this she

worked as a freelance architect, as a manager at Brussels based Not-For-Profit

advisory service CENPO, and as an Area Architect for English Heritage.

Andy Wimble (Joined April 2014, potential re-election April 2018, last date to stand-

down April 2022) – After graduating in Landscape Architecture at Manchester

Polytechnic in 1976, Andy worked briefly in both private practice and local

government. He has spent most of my career working for government agencies. His

work prior to joining English Heritage was principally as a member of multi-disciplinary

design teams working on a wide range of projects, from feasibility through to detail

design and construction. Recent work has included prestige projects such as the

International Maritime Headquarters on Albert Embankment, the International

Conference Centre, Westminster, and the Princess of Wales Conservatory, Royal

Botanical Gardens, Kew.

2.3 Board Responsibilities

The responsibilities of the board according to the Arvon governing document include:

Determining the character and mission of Arvon;

Formulating the strategic planning of the organisation and to ensure its execution;

To decide the overall artistic policy and set general guidelines for the programming of

Arvon courses;

To ensure that the organisation is financially solvent, well managed, and that its assets are

safeguarded;

To act as ambassadors for the organisation in terms of profile and fundraising;

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To ensure good practise in terms of employment, equal opportunity procedures and all

other legal requirements;

To ensure the maintenance of the three English properties used by Arvon in its activities,

and to ensure that they contribute fully to the creative environment;

To consider recommendations made by committees and determine any actions to be taken;

To assess and consider whether the risk profile of the organisation is appropriate;

To receive and adopt the annual Financial Statements of the organisation.

2.4 Board Structure and Sub-Committees

The Board’s processes are overseen by the Chair, Alistair Burtenshaw. His work, and the decision-

making of the rest of the Board, is informed by several sub-committees (principally Finance,

Properties and Nominations). Chairs of committees are appointed for three-year terms. The

governance structure of Arvon is illustrated by the following diagram:

2.4.1 The Finance Committee

The Finance Committee meets four times a year and oversees the annual audit, risk register and

financial position of Arvon, making recommendations and reports to the Board.

The Finance Committee is responsible for overseeing the production of quarterly and annual

accounts, monitoring management accounts, controlling Arvon’s investments, overseeing review

processes, approving the budget and risk register and assisting with the work of the Deputy

Director and Finance Officer.

Current members of the Committee:

Dr. Judith Abbott (Chair);

Alistair Burtenshaw;

Simon Trewin;

Sir Andrew Cahn.

Staff in attendance:

Ruth Borthwick – Chief Executive of Arvon;

Nick Murza – Director of Operations;

Tufel Miah – Finance Officer (minutes);

Kathryn Beale – Head of Development.

Judith Abbott has recently become chair of this committee, replacing Robert Hingley, who

completed his second term in 2015.

Board of Trustees

Properties Committee

Finance Committee

Nominations Committee

Permanent Committees

Ad Hoc Committees

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2.4.2 The Properties Committee

This committee is responsible for the maintenance and conservation of Arvon’s properties. It

considers issues relating to the management and upkeep of centres, along with any new, ongoing

or proposed capital projects. It is responsible for all issues relating to these matters, and its duties

include overseeing any reviews of the state of the properties, considering local planning matters

and sourcing tenders for any construction work that is taking place.

The committee meets three times a year; with meetings usually taking place on the same day as

Board meetings.

Current members of the committee:

Virginia Wedgwood (Chair);

Alistair Burtenshaw;

Marion Gibbs;

Patience Agbabi;

Andy Wimble.

Staff in attendance:

Ruth Borthwick – Chief Executive of Arvon;

Nick Murza – Director of Operations (minutes).

2.4.3 The Nominations Committee The Nominations Committee meets to consider any occurring Trustee vacancies, and makes

recommendations to the Chair about who might ideally fill any skills or background areas currently

not represented on the Board. The committee then seeks to find suitable individuals to approach,

either by headhunting or networking (though the Board may also choose to invite applications to

the role). Prospective Trustees must be met by at least two current Trustees before they are

brought to Board.

2.4.3 Disbanded Committees

The Development and Events Committees The Development Committee (now disbanded) acted in an advisory capacity to the Board. Its role

was to:

Recommend to the Board a strategy for raising funds;

To raise the charity’s role with potential donors;

To identify and approach potential future donors;

And to assist the staff and Board with building and maintaining relationships with potential

donors.

The Events Committee supported the work of the Development Board by devising and organising

fundraising events to generate funds for Arvon.

The committee was disbanded as a result of a lack of engagement (both regarding Trustee

members and development staff) at the time. Trustee members of this committee when it was

disbanded were Kate Donaghy and then-chair Nigel Pantling, and it was supported by Ruth

Borthwick (Chief Executive) and the then Head of Development Laura Greenfield. Membership

was supplemented by external Arvon supporters.

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Local Committees These committees, which functioned in an advisory capacity, were based near to Arvon’s centres.

Members were selected because they had a vested interest in the local community.

The Local committees were disbanded as a result of the findings of a previous board review in

2011. This report found a perceived disconnect between the work of the Local committees and that

of the central Board.

2.5 Memorandum and Articles

Arvon’s governing documents have been subject to periodic review and amendment, the last time

being 2012. The documents are fit for purpose and reflect the current decision-making powers and

processes within the organisation with good accuracy.

The Memorandum of Association limits the Trustees' liability to £1 and empowers Arvon to take out

indemnity insurance on behalf of Trustees, at no cost to them. These are expedient provisions for

the Board.

The tenure of Trustees is usually eight years and certainly no more than nine. Terms are reviewed

and renewed after four years. This is in keeping with usual practice (although terms can often be

proposed as three years).

Arvon does not have a wider membership structure and therefore the Articles of Association

govern the relationship between Trustees on the Board (as the sole membership) and the

Executive.

There is some updating to do, which may be beneficial to give more purposefulness to the Board

and its governance arrangements. The Board currently has 11 members, with quorum defined as

four attending members. However, the Trustees have broad powers to increase or decrease the

size of the Board, and Article 2 states the intended membership is 50. The Trustees may wish to

give explicit consideration to the optimum Board size.

There is some indication in the governing documents as to the powers of the Executive at the

Board meetings. Article 36 allows “any General Manager, Organising Secretary or Literary

Manager” to attend. This is something of an entitlement to senior staff. It would be unusual if the

Trustees wished to meet without the presence of senior management and in particular the CEO.

This may foster good transparency but it is a way in which independent scrutiny by the Board is

diluted.

At a technical level: the job titles General Manager, Organising Secretary or Literary Manager

could of course be updated. References to the dismissal of members on the grounds of “unsound

mind” have been automatically annulled by legislation (Company Directors and the Mental Health

(Discrimination) Act 2013). As a progressive signal, the Board may wish to remove this Article 39

the next time that it amends its governing documents formally.

2.6 Meeting Structure and agendas

Board meeting dates for 2016 are as follows:

Wednesday 03 February 2016 4-6pm, London

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Wednesday 27 April 2016 4-6pm, London

Saturday 8th July, 4pm, Totleigh Barton. This meeting includes the 2016 AGM

Wednesday 02 November 2016 4-6pm, London

Prior to any meeting taking place, agendas and minutes are prepared and circulated as follows:

Meeting Material prepared by

Board of Trustees Company Secretary, assisted by Chief

Executive Officer and Finance Officer Annual General Meeting

Finance Committee Finance Officer

Properties Committee Chief Executive Officer

Nominations Committee Chief Executive Officer or Deputy Director

Draft agendas are drawn up and circulated a minimum of two weeks before the meeting in

question. Agendas are sent in hard copy a minimum of one week before the meeting.

Draft minutes, including any action points and responsibilities, are sent to the Chair of the

committee within two weeks of its having taken place. Copies of minutes are made freely available

to staff and Trustees.

It is worth noting that the Board has recently adopted several good practices in terms of its

agenda, particularly that of discussing the Risk Register at each meeting.

2.7 Induction Processes and Training

New Trustees receive the Trustee Induction Pack at the start of their term, which includes the

memorandum and articles of association, the Charity Commission guidelines on Trustee

responsibilities, and all information pertaining to the structures, responsibilities and processes of

Arvon.

It is recognised that the induction pack for Trustees needs updating, some work is currently taking

place by the Executive to develop this pack.

Training and briefing sessions throughout the year are also offered to Trustees on issues that are

deemed to be useful to support good governance. These include topics such as:

Fundraising and development;

Legal responsibilities; and

Diversity and equality training.

2.8 Governance in Relation to Funders

Arvon’s most significant external funder is Arts Council England, from which it receives significant

funding as a National Portfolio Organisation. As is the Arts Council’s practice with NPOs, an Arts

Council representative, usually either Gemma Seltzer or David Cross, attends Arvon’s Board

meetings.

2.9 Previous Board Effectiveness Reviews

In January 2011, cultural strategist and consultant Graham Devlin was invited to undertake a

review of Arvon by the then-chair Nigel Pantling in advance of the proposed capital works taking

place at The Hurst, and in light of the decision to extend the maximum tenure of Trustees and

Chairperson to nine years.

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The main recommendations were in relation to:

Ensuring a good breadth of skills across the Board and succession planning for key Board members;

Improving Trustee engagement and introducing some flexibility into the meeting structure;

Trustees taking ownership of the charity’s risk strategy;

The setting of a Trustee and Staff Away Day and succession planning for key Board members.

There was also a proposal to disband local committees and to clarify the role of the sub committees.

3. The Role and Processes of the Board The overall impression of Governance at Arvon is that the Board is well run with excellent support

and infrastructure. There is strong evidence of good practice, including inviting senior staff to

Board meetings, and a high level of respect, trust and transparency between Board and Staff.

However, whilst the nuts and bolts are considered strong and the Board of Arvon is fully compliant

in terms of meeting Charity Commission requirements, the key area for development is for

Trustees to develop a higher level of engagement in supporting the Executive in both the devising

and executing of strategy, taking the role of a ‘critical friend’ and providing the healthy challenge

that is the hallmark of excellent Boards. Similarly, this approach needs to be welcomed by the

Executive, with an openness to feedback being embraced in a spirit that gives Trustees

opportunity to make the best use of their skills and to feel that they are making an active

contribution to Arvon’s work. Moving forward, the culture of Board and Executive to reflect these

changes is the headline recommendation of this governance report.

Additionally, and in light of the many aspects of good practice observed in the activities of the

Arvon Board, the observations and resulting recommendations of this report seek to improve its

processes and contribute to developing a supportive culture that is able to embrace critical

feedback and challenge, and to support excellent communications between Trustees and the

Executive.

Finally, in order to demonstrate the transparency of governance within the organisation, Cause4

recommends that Arvon makes these recommendations public, allowing the Board to be

accountable for its own agenda of change.

3.1 Financial and Legal Obligations

In terms of our understanding of processes, the Board of Arvon is fully compliant in terms of

meeting Charity Commission guidance. All Trustees interviewed displayed an admirable

understanding of their obligations regarding governance, and their financial and legal

responsibilities.

However, some Trustees felt exposed in terms of financial decision-making, and the essential role

of a strong finance sub-committee and its ongoing development was recognised by all.

3.2 Strategy Development and Implementation

The majority of Board members currently see their role as overseers, rather than as devisors of

strategy. For an organisation of Arvon’s standing, this is a little unusual, with some Trustees feeling

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very far away from the Business Planning process and its monitoring. Interviews with both

Trustees and Executive staff revealed frustration that little time can be found for in-depth

discussions of issues of strategic importance as a result of tightly packed Board agendas.

There is also frustration that some Board members with excellent experience of strategy

development are not able to fully engage in a process of Business Planning, or to lend their skills

in an optimum way.

The Trustees and Executive have a broadly different view of the key risks facing the organisation,

with the majority of Trustees citing the potential loss of ACE funding, fundraising and property and

with the majority of the Executive citing relevance (of courses), market competition and a lack of or

perceived lack of diversity (in terms of board membership, staff make-up and beneficiary groups).

It would be worth bringing together these viewpoints into an agreed priority list to support the

Business Planning process as a key area of Governance business.

Key recommendations in relation to strategy development are as follows:

Business Plan working group – It is suggested that a small working group of Trustees is

appointed on a time-limited basis each year to support the Executive with the development

of the Business Plan and to report in to the Board. This is envisaged as 2-3 Trustees who

can look to review drafts of the plan and to feed in ideas on behalf of the Board. It’s life-

span could be as short as 6-8 weeks. Arts Council England NPOs such as Sound and

Music use this sort of model to good effect, allowing for some Trustees to have a greater

engagement with the business plan ahead of all staff/Trustee Away Days. In Arvon’s case

such a group would provide real value by ensuring that Trustees with specific experience in

developing strategy can support the Executive and provide a high degree of challenge.

Away Day – All Trustees and Staff should be engaged in the development process for the

Business Plan, starting at the Away Day each year, with real clarity outlined on the key

risks facing the organisation and the year ahead’s priorities. The Away Day should be the

main focus for the setting and development and revision of the headlines for the Business

Plan each year.

Monitoring – Following the Away Day, Trustees should decide which key areas of the plan

they will monitor regularly at Board meetings, with a suggestion of no more than 3-5 Key

Performance Indicators to be monitored by Trustees (led by the Chair), with a supporting

more detailed framework to be administered by the Executive.

3.2.3 Board Meetings There are currently several areas that could be addressed in order to improve the contribution of

Board meetings to the strategic process, and to better support Trustee engagement within the

charity:

Length of meetings – The current two-hour slot for Board meetings is considered very

short for an organisation of Arvon’s size. It is suggested that Board meetings are increased

to three hours, with the main material in relation to compliance and informational updates

covered in the first half of the meeting, allowing more time for strategic debate and

discussion.

Each meeting should aim to cover 2-3 areas of strategic importance linked to Business

Plan development and organisational priorities, as defined by the Trustees and Executive

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at the Away Day. A sense of thematic structure, linked to monitoring will provide good

comfort to both Trustees and Executive alike in moving forward the Business Planning

process.

Trustee attendance – Trustee attendance at meetings is currently too sporadic, (the

governing document defines quorum as being five or more members). The Trustee

Induction pack outlines that non-attendance at four consecutive meetings will result in

Trustees being asked to step down. Trustees are aware of this requirement in relation to

attendance but it hasn’t generally been enforced.

Whilst recognising that face to face meetings are always preferable, to support attendance,

Cause4 recommends that the Board considers whether it might be able to make use of or

telephone conferencing to facilitate attendance at meetings for those outside of London or

with unavoidable problems in scheduling. This is considered to be particularly important in

light of Arvon’s national remit – and to the need to potentially bring on other Trustees that

live and work outside of London.

Streamlining of paperwork – In preparation for Board meetings, Executive staff are

subject to significant pressure to produce extensive reports on their activities. This is

perceived as unhelpful on a number of fronts, due to the toll that it takes on staff, and the

time that covering the reports takes in meetings. Cause4 recommends that the paperwork

is reviewed and streamlined, with it made clear to Trustees, which papers are for

information only and which are for detailed discussion.3 In terms of best practice, a single

Board paper (of 8-12 pages) that outlines the agenda, key points for discussion and areas

that Trustees must consider ahead of the meeting, works well, with supporting detailed

papers supplied as appendices.

4. The Role of Sub-Committees

The contributions of individuals on a skills basis to the overall working of the board most often

takes the form of their work on sub-committees, which allows for the close scrutiny of an area of

Arvon’s work based on the expertise and experience of selected Trustees.

Broadly speaking, the sub-committees seem to be functioning well and making strong contributions

to the work of the Board and organisation as a whole. In most of the interviews conducted, the

work of the Finance and Properties committees in particular were commended as balanced, expert

and indispensible.

It is recommended that all Trustees should be members of at least one sub-committee, based on

their area of interest or expertise.

The following recommendations are made in relation to the functioning of the less structured or

defunct committees:

4.1 The Nominations Committee This committee has proved invaluable to Arvon in the past when it has come to recruiting for senior

staff and Trustee roles. However, its current operations are not easily identifiable, and a more

3 Some Boards have a star system where starred agenda items alert Trustees to the fact that the item is for information only and will not be discussed within the main content of the meeting.

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defined structure to its activities and membership would help provide clarity. Key recommendations

include:

Annual review of skills – The Nominations Committee should undertake an annual skills

review of Trustees in relation to Arvon’s Business Plan needs and make recommendations

for ongoing recruitment needs.

Opening recruitment processes – The Committee should devise a framework for

ensuring that recruitment for all Trustee roles is made open to the public to encourage

wider diversity and representation more broadly of Arvon’s target beneficiary groups. As a

publically funded organisation, Arvon should be expected to organise open recruitment to

Trustee roles.

Reviewing the induction process – Cause4 recognises that Arvon is currently in the

process of developing a new Trustee Induction process. It is suggested that input into this

framework and monitoring of its success could be an oversight of the Nominations

Committee. Key suggestions for improvements to the induction process include giving

prospective Trustees the potential to meet all staff, the attendance at an Arvon course

and/or an in-depth visit to a Centre during the first year of appointment.

4.2 Development and Fundraising In interviews with the Board and Executive, it has been apparent that the previous Development

Committee was not considered successful.

However, the need for increased fundraising capacity at Arvon is recognised by all Trustees and

staff. As such, key recommendations are as follows:

Development Advisory Board – It is suggested that a Development Advisory Board is

brought together. This group would operate more flexibly than a sub-committee, but should

aim to give support to the CEO and Head of Development in her role, and advocate for the

importance of fundraising amongst the wider Board. It is recommended that this could

initially be linked to the new capital development project at Lumb Bank, and then to more

general fundraising and development activity.

Individuals would be selected to help develop Arvon’s networks and fundraising links. It is

suggested that this group includes two Trustees but otherwise draws in advisory support

not linked to the main Board. The meeting structure should be flexible, suggesting 1-2

meetings a year, but principally the group would meet with the CEO/Head of Development

on a 1:1 basis rather than in a formal committee-led meeting structure. Organisations such

as the London Symphony Orchestra use this 1:1 network to great effect. Up to two face to

face 1:1 meetings are organised a year with the aim of generating one lead/action/ask at

each meeting. This removes the time and travel necessity for formal meetings, the

potential for ‘group think’, and leads to an active and engaged set of actions that can be

managed by the Head of Development.

Increased support for fundraising by individuals – It is important at this stage in

Arvon’s development that all Trustees are able to advocate for fundraising on behalf of the

organisation, and to act as ambassadors for the charity as and when opportunities arise.

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There is some frustration amongst Trustees that want to help, who feel that the Executive

do not always make requests for support clear, nor do requests to help reflect their

particular means to contribute. The new capital development provides a good focus for re-

energising this and better aligning Executive expectations with how Trustees would like to

contribute on an individual basis – for some it might be a donation, for others it might be an

introduction to a potential donor – each approach is valid but needs carefully coordinating

by the Head of Development.

Key recommendations include:

o Trustee giving – Cause4 recognises that not all Trustees will have the capacity

to donate to Arvon. However, in terms of advocating to other potential supporters,

to have the entire board giving financial support to the organisation sends an

important message about support for its activities and development. In order to

ensure this, without making undue demands on Trustees, it is recommended that

all Board members give to the level that they are able, and that the Board should

be credited collectively as a major donor in all publicity material. This process

would be confidential and managed 1:1 by the Chair.

o Training – It has been apparent in some conversations that Trustees feel that

they are not experienced or skilled enough fundraisers to assist the work of

Development staff. In order to equip Trustees with these skills, and to increase

confidence levels, Cause4 recommends that Trustees undertake some ongoing

fundraising and networks training in relation to their role on the Board.

o Targets – in order to ensure board-wide engagement with fundraising in a

structured way, it is important that individuals are aware of what kind of

contribution they can make, in terms of supporting events, providing contacts, or

assisting Development staff. Each Trustee should work towards at least one

rolling target at a time in this area based on their particular skills and means to

contribute.

5. Board Dynamics It has been clear throughout the process of conducting interviews that Trustees respect and trust

each other and value work in particular at sub-committee level.

The overall opportunity for the current Board at Arvon lies in overall Trustee engagement on a

more strategic level. In terms of dynamics, it is felt that this can best be achieved through the

practical changes noted above (longer meetings, less paperwork, a more structured agenda and

more focussed presentations from staff), which will support Trustees to increase their individual

and collective engagement and enjoy bringing their specific skills to the challenges facing Arvon.

Trustees should seek to work collectively towards:

Increasing their holistic understanding of the organisation – It is recommended that all

Trustees work to develop a more general knowledge of Arvon and its position and to

ensuring that collective capability is galvanized to provide a high degree of healthy

challenge to the Executive and to feel comfortable in offering constructive critique to each

other. Meetings should seek to encourage curiosity and open lines of questioning from

Trustees and to continue opportunities for Board and Executive to socialize and meeting

informally outside of the Board structure. The Charity Commission has suggested 15

general questions that all Trustees should ask and be able to answer about their

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organisation; it would be worth all Trustees committing to developing this broad knowledge

of the organisation:

Measuring Trustee performance – Cause4 also recommends that Trustees might be

given a framework through which they can measure their own development as contributors;

working towards targets would encourage Trustees to be mindful of personal and group

development. In order to monitor this, it is recommended that the Chair conducts annual

1:1s with Trustees, to ensure that Trustees feel that they are being appropriately stretched

and that their skills are being put to good use. At the four-year juncture, it is important that

this appraisal ascertains the commitment from the Trustee for the next term. Of course,

these meetings should also provide opportunities for Trustees to informally feedback to the

Chair about changes and developments that would support the efficacy of the Board.

6. The Role of the Board within a Wider Organisation

Alongside the above recommendations surrounding Board Meetings, Cause4 would suggest that

Trustees’ relationships with the Executive, and thereby its role as a support and guide to them,

would be improved by the development of several areas of operation, as follows:

6.1 Communications Between Board and Executive In camera session – It is good practice to invite Senior staff to Board meetings, however, it

is clear that Trustees also highly value the in camera sessions, and also time to discuss

areas of importance without Arts Council observers present. Structured time with Trustees

and CEO should be factored in to agendas. Whilst principally this time is used to discuss

confidential matters such as staffing, it is suggested that there is also a short (5-10 minute)

Trustee-only space at each meeting for Trustees to raise any issues that they are

concerned about which will provide important time for any issues to be aired.

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Feedback culture – Trustees sometimes feel that their input and feedback is met with

defensiveness from Senior staff. Cause4 recommends that there is more use of formal

presentations made to Trustees by senior staff for structured feedback. This could be

helped by a clearer agenda in relation to items for information only, and those where

Executive is more formally seeking specific challenge from the Board. This should also be a

process clearly led by the Chair, where Trustees are also prepared to specifically contribute

to key areas of debate about the Charity’s work. A more formal approach to Business

Planning will also assist in clarifying Board and Executive roles.

Mentoring framework – An idea for future development might be to trial a mentoring

framework between staff and Trustees, whereby Executive staff have an assigned Trustee

to whom they can direct queries, ideas or concerns, decided on the basis of skills and

experiences. This could also support a greater level of Trustee engagement and insight.

7. Board Composition and Skills

7.1 Current Board Composition

7.1.1 Skills, Size and Composition of the Board The Board is currently made up of 11 members. Although this is the smallest that it has been in

recent years. In Cause4’s experience the optimal size for the Board of a charity of Arvon’s size is

between 10-12 members. Cause4 acknowledges that Arvon’s work encompasses a variety of

different areas, and requires detailed specialist knowledge in each of creative writing, the wider

literary industry, education and historic properties, as well as the more general governance-related

matters of legal and financial expertise, and that it may therefore be difficult to reduce the size of

the board without sacrificing any of these integral skills.

It is broadly acknowledged by all that Arvon should seek to enhance its Trustee roles in relation to

fundraising and influencing networks and that it should also be looking to recruit through an open

process to replace skills that might be about to be lost from the Board in key areas such as

education. The need for a strong artistic/literary representation is of course recognised by all.

As a national charity, Arvon should also be ensuring that Trustees are recruited outside of London

and that geographical reach is considered in development of the Board.

7.1.2 Diversity In terms of representing its beneficiary groups, and British society more widely, there is work to be

done in terms of increasing the diversity of skills and backgrounds represented on the Board. It

was felt in interviews that this could be achieved by reviewing the Board’s representation of several

key beneficiary groups that are important for Arvon, including:

Lower income people;

Young people;

Those living outside London;

Disabled people; and

BME people.

Renewing the Nominations committee will allow Arvon to look at these key areas in the round and

develop a framework for Board membership and renewal through the next business plan cycle.