mmm governance roadshow report with recommendations

8/14/2019 MMM Governance Roadshow Report With Recommendations

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Mission Accomplished:Ensuring good governance in challenging timesThe Mission Models Money Governance Roadshow

Report by Sara Robinson

Mission Models MoneyCatalysing a more sustainable arts and cultural sector


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Contents

Introduction, background and headline findings Page 3

The Road Shows an overview Page 5

Learning points Page 9

Recommendations Page 12

Appendices:

Governance: what works and what doesnt Page 18Lessons from the field Page 263 Key Governance issues from the sector Page 30

What next? Page 36Evaluation feedback statistics Page 40


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Introduction

The arts and cultural sector's mammoth focus on management and business

development in the last twenty years - and more recently leadership - has left poor,old Governance limping pathetically behind; aged, lost and unaware of what liesahead.

Save for a handful of Governance development interventions by the Arts Council andArts & Business' regional training programmes, it is only in the last three years,following in the footsteps of private, public and now voluntary sector developments,

that the arts and cultural sector have taken the issue of Governance seriouslyenough to warrant initiating more structured, wholesale, strategic support.

Background

Mission, Models, Money (MMM) is a national action research programme and acampaign for change initiated in 2003. It has delivered three phases of work, mostrecently a two year national action research programme and a campaign for change

concluding in May 2007. MMMs purpose has been to address the challenges faced byindividual arts and cultural organisations (A&COs) and their funders in developingmission-led financially sustainable businesses.Through a range of actions the

programme has aimed to promote new approaches and new solutions to the key

issues that affect sustainability and explore the scope for and challenges ofintroducing new business models and ways of funding. Its purpose is to address thechallenges faced by individual A&COs and their funders in developing mission-led

organisationally and financially sustainable businesses.

At MMMs first conference in 2004 Governance was prioritised as the most importantof seven principle issues requiring urgent research and development. (Seewww.missionmodelsmoney.org.uk for full list) In tandem with research and

exploration into the other six principle issues, a small, voluntary working party wasformed to explore Governance in more depth as part of a further phase of work. This

culminated in MMMs second conference in 2005. The report and recommendationsby the working party can be found at: http://tinyurl.com/27ltzftogether with a

working draft of a proposal for the sectors first ever Code of Good Governance.

Following discussion of the report and the proposed Code at the second MMM

conference, the working party discovered that significant parallel developments inthe wider voluntary sector were underway. A Governance Hub for the wider

Voluntary and Community Sector had just come in to being, and a national

programme of advocacy and implementation of the NCVOs Code of Governance andTrustee Standards was in development. In discussion with Arts Council England(ACE), the working party proposed that the arts sector should make best use of

existing knowledge and strategically tie itself into the wider voluntary sector's


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arts and cultural sector (see http://tinyurl.com/28ee2k.)

Their recommendations, which echo many of those in MMMs 2005 report, have ledto the recently announced investment in a set of Governance developments includinga cultural annex to the voluntary sector's Code, whole board training, research into

new models of Governance and legal structures, new resources and templates,

networks, action learning sets and advocacy campaigns.

At the same time as these developments were emerging, MMMs third phase waslaunched in the summer of 2005. With the financial support of the Governance Hub

and CLP a National Road Show on Governance was designed and delivered in six

different regional locations. These offered Chairs, Trustees and Chief Executives, anall too rare opportunity to expose and discuss challenges and share solutions fordelivering good Governance, and to discuss further the merit of developing a cultural

annex to the Code.

What has emerged is a significant body of information provided by representativesfrom over 90 A&COs - data, top tips, concerns, examples, recommendations for

strategic support, ideas - all of which can be found in the appendices. MMM hope that

this information will be used to inform future Governance developments, particularly

CLP's forthcoming initiatives.

Headline findings from the Road Shows

Despite the growth of the non profit arts and cultural sector over the last few

decades, Governance as a skill set and body of knowledge remains veryunderdeveloped. Discussion at the road shows confirmed that a deep lack of clarity

and understanding about how Governance could and should operate gives way toentrenched assumptions and patterns of behaviour which serve neither the trustees,

staff or the organisation.

The classic Charity with Company Limited by Guarantee status, the legal structuremost often used by A&COs to deliver their mission was hotly contested by some, and

described as the master servant model by others. Like a 'bad marriage' it is livable

with, but people feel it is risk averse, innately conservative and requires such skill,consideration and bureaucracy to make it work - partly because of the reliance ontime poor volunteers - that they increasingly wonder if there are more effective,

more flexible, adaptive models out there.

But people are eager and ready to improve Governance of this traditional model.Indeed many offered up numerous examples of good Governance in practice which

need sharing. As good Governance in the arts and cultural sector is uncharted territoryfor most, the clear message from Road Show participants was that structured handholding through a review process would be welcomed in addition to more focused

di i l C d l di d h lik b f l b h


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The Road Shows - an overview

Objectives and content

The road-shows had three clear objectives:

1. To enable Executive and non executive leaders of non profit A&COs to better

understand the role of good Governance in developing organisational and financialsustainability in an increasingly complex environment made up of accelerating social,

demographic, technological and economic change. To achieve this by interrogatingthree principal areas:

Trustee relationship to Artistic Risk

Trustee relationship to the Business Model

Relationships between board members and the executive

2. To build up the MMM website as a resource for good Governance.

.3. Building on the work done by MMM in 2005 in developing the first ever draftCode of Practice specific to the arts and cultural sector, ask participants for their

feedback on the proposition that a cultural annex be devised to sit alongside the

NCVOs publication: Good Governance, A Code for the Voluntary and CommunitySector.

The content was designed to focus on the three principal areas outlined above, as

well as capturing:

participant's top negative and positive experiences of Governance;

discussion and learning points from five especially commissioned Governance inthe arts MMM case studies; data about participants' current knowledge and use of Governance resources; participant's suggestions for how Governance might be improved both back at

their workplace and strategically, by existing regional or national agencies.

All the ideas expressed have been collated and form the appendix to his report. Thiscontains a rich seam of responses, tips, ideas and questions which could be used todevelop further resources.

Methodology

In common with each strand of MMMs third phase of work, a working party wasestablished to design and develop the Road Show. Arts Council England and theNCVO were invited to join the working party which included MMM Action Group

Members and the core Executive of the MMM Action Group Clare Cooper Roanne


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were by and large provided by ACE and MLA regional offices although outside the

East Midlands region it was very difficult to engage the MLA network.

The six case studies were sent to participants for reading in advance of each event,members of the MMM Action Group attended each Road Show and group facilitators

were provided by the Clore Leadership Programme.

Dates, locations and participants

The six half day road-shows were attended by a total of 155 people representing onehundred and fifteen different A&COs. Each event attracted an average of twenty five

people, of whom two thirds were executive, one third Chairs or trustees. In Scotland,all attendees were Chairs or Trustees. 25% of organisations managed to bring theperfect CEO/Chair partnership we were aiming for.

The road-shows took place as follows:

Leicester 13th November 2006Nottingham 14th November 2006

Liverpool 12th February 2007Bristol 14th February 2007

Brighton 28th February 2007Edinburgh 24thApril 2007

Budget

Fees for content development 3,525

Fees for delivery of 6 road shows

plus a test run 6,168Fees for writing 6 Case Studies 2,700Regional venue costs 3,525

Print/photocopying 1,762

Travel & accommodation 3,000Rapporteur, evaluation 4,500Total cost: 25,180

Evaluation

A road-show 'test run' was trialed with ten professionals working in the field ofGovernance in the arts, and subsequent improvements were made following theirfeedback. This open receptive approach was continued throughout the course of theroad-shows, resulting in an increasingly polished event as demonstrated by theresponses in the participants' 142 evaluation forms.

Overall the road-shows were scored as follows (with 5 being excellent 3 being OK


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These scores indicate that participants valued the road-shows highly, particularly the

presenter and the case studies. Positive comments included:

Refreshing thoughts

A perspective of Governance with some practical solutions. Follow ups would be

welcome. Very well paced morning. Excellent.

Some excellent ideas to take away on board recruitment/induction/teambuilding/relationship with staff, esp. from case studies. Will we get a copy of

'write up of the day?

Increased realisation that the issues are more complex than assumed.

Found the 3 hours intensive and useful. Hope I will be invited to any others.

Gd examples to take back to my board. Please also arrange a separate sessionfor BME sector.'

Areas for improvementcovered:

Facilities - one venue lacked air and light and another hadn't enough room for break

out groups. Someone suggested sending out delegate list beforehand to encourage

sharing of cars and networking. Many people had traveled considerable distances toattend.

Administration - several people at each location had either not received or read thecase studies in advance of the session. This meant that the schedule had to buildingextra time for the case studies to be read. Expecting everyone to read 20 sides of A4

in advance was a risk, but we were delighted to note that at least two thirds haddone so, which undoubtedly focused thinking and heightened the quality ofdiscussion.

Structure - a couple of people felt the session was rushed.

Content - a minority view (the following is one of two similar comments) but worth

mentioning: 'Not as much as I had hoped. Too generalised and rather basic.'

Were the objectives met?

Objective 1155 executive and non executive leaders from 115 non profit A&COs were

encouraged to better understand the role of good Governance in developing

organisational and financial sustainability. Their detailed evaluation and animpressive list outlining what they said they would do back at base can be found in


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An MMM website resource for good Governance can be found at

http://www.missionmodelsmoney.org.uk/render.aspx?siteID=1&navIDs=712,719,78

7,824. This includes MMM generated content 5 case studies, 10 questions thatExecutives and Trustees can ask themselves about Governance and a summary ofthe different legal structures currently available to A&COs.

Objective 373% of participants felt that an arts specific arts annex to the Governance Hub's

'Good Governance: A Code for the Voluntary and Community Sector would be a

useful resource. Many of the 27% who did not support the idea were concerned thatanything aimed specifically at A&COs would further compound the widespread myththat resources in the wider voluntary sector were neither applicable nor transferable,

thereby obscuring a rich vein of existing support.

However, data about participants' current knowledge and use of Governanceresources was also collected and the results make revealing reading. Over a third of

organisations take a DIY approach to Governance, having never used any

Governance support resources before. Of the 62% of organisations who have, arts

and charity specific support is used far more than anything the wider voluntarysector has to offer. The Scottish Arts Council's manual 'Care Diligence and Skill' is

the most highly used resource, followed by the Charity Commission's website and

Trustee handbook. Only a third of respondents had heard of NCVO, less than halfwere aware of the Governance Hub and slightly less than half are aware of the Code,with just one organisation having actually used it. This either indicates that A&COs

feel more comfortable with resources aimed at their area of the sector, and / or theyare simply unaware that the other support exists.

Clearly, a cultural annex to the Code would be welcomed, but it would also provide avital opportunity to advocate for the Code and the wider voluntary sector'sconsiderable and relevant resources.

In addition to outlining the above objectives and their results in more detail, the

appendices contain the summarised results of all the other Road Show discussions.These include participant's top negative and positive experiences of Governance,

learning points from the five MMM case studies and a wealth of suggestions for howGovernance might be developed, both back at the workplace and strategically. These

can be found in the Appendices.


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Learning points

The following is a bullet pointed summary of the learning points gleaned from all fiveRoad Shows. It is generalised but aims to represent the majority view of both

Trustees and Executives participating:

Governance generally

Doubt much about the usefulness of Governance beyond its legal duties andappointing the CEO;

Have traditionally viewed Governance as playing a stewardship rather than a

leadership role, but want boards which question robustly and plan ahead;

Are increasingly aware of the need to improve Governance but do not know

where to start;

Clearly see the benefits, many having decided to undertake a board review;

Feel boards lack vision and understanding of mission resulting in

micromanagement and being funding led rather than challenging debate aboutstrategic issues;

Want funders to understand that making decisions involving risk takes time,especially at board level do reviews need to be annual?

Feel that boards avoid inconvenient truths in order to reach consensus;

Respond to crisis rather than need and want to change this.

Support for improving Governance

Do not think of themselves as being part of the voluntary sector and are

generally not aware of existing support; Do not recognise that many of their issues are transferable to the wider sector

and therefore are only really interested in arts tailored resources;

One third have never used any Governance resources at all;

Want access to list of facilitators because they favour being hand held and guidedthrough a process of structured support rather than following one size fits allmanuals;

Want anecdotal examples, shared learning, peer support.

Legal Structures

Feel the Ltd company / charity model is archaic and inappropriate and would liketo know more about alternative options;

Are intrigued to know if paying board members pays enough financial and


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Feel egos and hobby horses are often prioritised over pressing organisational

needs;

Want to learn how to embrace explicit (rather than perceived) risk; Experience a deficit of understanding around artistic risk & programming;

Want to involve boards in artistic events as an explicit part of their role;

Want boards to understand their business model better in order to prioritise

organisational capacity so they can focus down rather than satisfy multiple andconflicting agendas;

Would like to get the right balance of business and artistic skills mix many feel

it is too heavily weighted on one side or the other;

Would like board members with time to spare - there is a feeling that trustees'lack of time and engagement gives them an amateur status;

Feel that many trustees do not prepare in advance of meetings and are therefore

unable to contribute to decisions;

Would like board members who are open to change, risk and being trained to fill

skills gaps;

Increasingly see the value of careful board recruitment, as they currently do with

staff; Understand the need for skills audits but do not undertake them enough;

Are not aware of and therefore do not utilise existing skills on the board;

Recognise the value having an excellent chair.

Roles

See that many board members feel disengaged due to lack of clear roles;

Feel that clarifying roles and choosing the right people for the right job solves

most Governance issues;

Are confused and nervous about where the line between Governance andmanagement sits;

Highly value Trustees who advocate for the organisation.

Relationships

Articulate a sense of them and us between board and staff but would like to findthe time to prioritise team building and understand that communication is key;

Benefit hugely from away days, especially when they involve both staff andboard;

Want to get to a place of shared values and objectives setting with both staff and


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Procedural

Want to develop more effective, inclusive meetings based on debate and decisionmaking;

Value following due process because it simplifies and de-personalises;

Resent the onerous amount of bureaucratic work required to service the boardbut would like to know how to provide leaner information exchange processes;

Would like to improve solid risk and financial information and transparent boardchecking procedures;

Want to know how to implement succession with compassion;

Value good induction, both paper and face to face base;

Value transparency.


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Recommendations

These recommendations have been compiled from both the experience of theGovernance Road Show and from the evidence base gathered across the whole MMM

Programme.

Advocacy

Encourage sector-wide commitment by A&COs, funders and organisational

development agencies to further professionalise Governance of thetraditional charitable model with a major, long term advocacy programme at

national level. Previous stop start, patchy efforts at highlighting the necessity forimprovement has not impacted on the sector. Governance will only significantlyimprove if all the players involved, A&COs themselves, public and private fundersand strategic infrastructure bodies such as ACE, MLA, A&B, DCMS work together to

do so. Principle funding stakeholders could help fuel commitment by:

requiring evidence that the funded engage in rigorous board selection,composition, ongoing monitoring and review and where they don't offer

structured, interventionist support as part of their funding agreement

ensure best practice guidelines include the necessity for A&COs and publiclyfunded agencies;

ring fence budgets for Governance development;

reward best practice;

Keep the momentum on this agenda going beyond the short intended life of theCLP.

Widen the pool from which trustees are drawn

A recent report by the Association of Chief Executives of Voluntary Organisations(ACEVO) found that 97% of trustee board chairs and 94% of chief executives are

white, and 70% of trustee chairs are male. The research also highlighted a huge agegap: more than 60% of trustees are 55 or over, 36% say they are retired, and thereare more trustees aged over 75 than under 34. Despite these statistics 75% of the

trustees thought their board was "reflecting the complexity of the organisation and

stakeholders". Additional research for the Governance Hub suggests that, despite

trustee vacancies on 93% of boards, more than four-fifths of charities mainly useword-of-mouth for recruitment. These issues are also reflected in the arts and

cultural sector. A&COs and key agencies both have roles to play in advancingsolutions by:

advertising the existence of the Governance Hub's and Volunteering England's

'Get on Board' programme and database to encourage A&COs to make use of it;


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Self-Regulation and self-improvement

Create a Cultural Annex to Good Governance: A Code for the Voluntary andCommunity Sector

Whilst there is a proven desire for an additional Cultural Annex to the Code, it is

important to be reminded that the Code itself is still being tested in the voluntaryand community sector, has barely touched the arts and cultural sector and its overalleffectiveness is not yet proven. Arts and cultural professionals seem over-whelmed

at the size of the Code and many prefer the summarised version. The impetus for a

Governance review (which is ultimately what the Code is there to do) is almost

always generated by a crisis or by funder requirement; organisations need strongbuy in from both trustees and executives that such a significant investment of time

in reviewing Governance using the Code not just once but regularly, will result inconsiderable benefits.

A cultural annex needs to:

be compact

reiterate the need to adapt the Code to suit bespoke needs

advocate that the Code can provide a useful opportunity for whole organisational

review and involvement, not just trustees

offer options for 'hand holding' through the process from facilitators

signpost to case studies and examples of other A&COs who have been throughthe procedure

What might cultural annex contain? In addition to the suggestions made in theoriginal MMM code, there is rich material laid out above from the MMM Governance

Road Shows which could be offer some pointers. Clearly the existing NCVO Codewould need to be scrutinised to see where the gaps in information specific to the artsand cultural sector lie. One of the most important and unique aspects to Governancein the arts and cultural sector is artistic risk. Other issues which particularly

resonated with participants for possible inclusion in a Cultural Annex were:

trustee understanding of and responsibility toward mission and monitoring thecontinuing relevance of mission;

trustee understanding of the non profit business model and the business modelof their own organisation;

the concept of Governance as leadership;

a map of alternative legal and company structures appropriate for arts andcultural sector activities and a diagnostic framework to help A&COs decide what is

most appropriate at different stages in their lifecycle;


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succession planning at Trustee and executive levels;

planning for risk in general (though particularly artistic risk);

staff and board relationships and clarity of roles, particularly CEO/Chair and the

line between Governance and management.

The cultural annex should also signpost to a range of carefully selected further

resources and support, recognising that this dates quickly. It could also come

complete with a simple, credit card sized quick reference guide.

Trustees need to regularly revisit the mission of their organisation thereby

ensuring continuing relevance and avoiding mission creep. Successful

mission-led organisations have a culture of constantly honing and refining theirmission. Inability to respond to changing needs risks obsolescence. Conversely,allowing mission creep weakens the organisation. Often funder driven, the practice or

gravitating toward programmes that are marginally aligned with mission yettantalizing solutions to cash flow problems is a major factor in driving theundercapitalisation of the sector. The practice of re-visiting mission is not commonpractice yet given that the sector is facing major structural changes brought on by

technological advances, globalisation and shifting consumer behaviour this will needto become a more embedded practice. A simple diagnostic framework could bedevised to help Boards undertake this task.

Greater attention by trustees needs to be given to the place of educationand learning within the core mission of A&COs. Work undertaken the MMMprogramme provocation paper strand (Mission Unaccomplished: the role of education

in our national and regional performing arts organisations) has underlined the lack of

engagement by Boards in determining the place, nature and role of education andlearning (internal and external) within their organisations. As the PAEback Report

(see www.missionmodelsmoney.org.uk) states: For too many organisations, itwould seem that education activities, which are a crucial component of, and key

contributor to, the health and vigour of those organisations' artistic endeavours andto their community interaction and engagement, get scant or superficial Board

attention. For many of those Boards who do take an interest, there are abidingconcerns about how they can know how good the work is. These two issues how

to persuade Boards to take this seriously, and what to do about assessing quality

need to be addressed, for the sake of the further development of individualorganisations, and, arguably, for the sake of the continuing relevance of the

performing arts in our changing world.

Trustees need to increase their understanding of the business model of their

organisation specifically in relation to the key issues of full cost

apportionment, full cost recovery, capital structure and the impact ofincreasing fixed costs. MMMs Road Show on developing financial capacity

gathered evidence and feedback which underlined the lack of knowledge and skills by


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Information, Education and Advice

Develop partnerships, share and collaborate with key agencies in the wider

non profit and Voluntary and Community sectors (VCS) to encourage betterpromotion of existing Governance resources for the charities.

Data from the Road Shows proves that there is a serious lack of awareness in the

sector of existing Governance resources, particularly those in the wider non profitand VCS. Significant opportunities for learning are repeatedly lost because there is solittle connection between the arts and cultural sector and the wider VCS. Better

interface would enable more joined up thinking and planning and a more targeted

use of existing resources specific to the arts and cultural sector. Strategic bodies

responsible for developing arts and Governance strategy (such as DCMS, ACE, andMLA) should:

instigate much stronger partnership working practices with the wider non profitand VCS to ensure A&COs are aware of and engage with the best existing

resources;

develop initiatives in tandem;

advertise, approve and confirm the relevance of these resources to the arts and

cultural sector;

concentrate solely on plugging gaps in provision relevant to the needs of the arts

and cultural sector.

Create a one stop shop websiteresource through a portal that A&COs willuse which aims to ensure that any A&CO operating a charity model, at

whatever stage in it lifecycle can access appropriate information, advice and

models of good practice easily and quickly. This could be part of an existingportal such as the Governance Hub and could offer the following types of

information tailored to A&COs:

E bulletin updates to subscribers;

Signposting to other, existing, selected resources, reiterating their relevance;

An on-line self analysis / health check questionnaire, possibly in partnership with

the Governance Hub example but including arts specific questions;

More short case studies (good and bad practice) perhaps linked to a database of

topics, and from other sectors; consider case studies as anecdotal podcasts as

well as written; Link to Code and downloadable cultural annex;

Research news and statistics;

Monitored blog, news board or message posting facility to encourage sharedlearning;

A small selection of culturally specific templates fact sheets and 'top tips'


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Develop a longer term research strategy on Governance.

Our knowledge and understanding of a range of issues relating to Governance as a

function in the arts and cultural sector is very limited. If Governance of existingcharitable structures is to be improved a research strategy will need to be devised

and implemented. Some of this could be undertaken by connecting to existing and

planned research of Governance in the wider VCS, some will need to be specific tothe arts and cultural sector. Findings should influence policy and be designed to be of

practical use by A&COs, funders and development agencies and easily accessible.Topics could include:

What motivates people (at both rational and non rational levels) to become

trustees of A&COs? What do they hope to gain in return for their time and inpractice, are they receiving it? Do these motivations match expectations within

executive teams? What makes for a motivated board in the arts and cultural

sector?

Are there different Governance challenges for different art forms or sub sectors?

What best practice in good Governance (particularly risk) can the arts and

cultural sector learn from the scientific, business and education worlds? How canbest practice be transferred/translated?

What different models of board involvement with artistic risk can be identified,

what can be learned from this?

What do public and private funders expect from boards of A&COs? How couldGovernance improve from increased understanding of these expectations?

New and alternative forms of Governance both functional and structural-

that are more suited to the development of the more fluid and less

institutionalised forms that many emerging artists and cultural

entrepreneurs are interesting in using need to be understood anddeveloped. New forms of operating and more hybrid business models are already

emerging in the sector as the appropriateness of the charity model as a one size fits

all legal structure begins to be questioned. Both A&COs and public and privatefunders need to increase their knowledge of the Governance issues relating to thesenew emerging structures through research, case studies and peer to peer learning.

Expand the pool of specialist knowledge in arts and cultural sectorGovernance and enable greater access to it

Encourage peer to peer learning;

Instigate national/regional chairs networks with high level speakers as incentives;

Facilitate peer to peer learning through brokering Governance partnerships,

action learning sets and buddying systems between organisations.

Provide a list of quality assured facilitators / consultants / agencies to help with


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Offer more recognised bespoke workshops for whole boards and trustees

More 'high level', topic focused, discursive events and seminars like the MMM

roadshows;

As well as signposting to the Governance Hub helpline, make available a small

pool of Governance 'agony aunts' at the end of a phone (similar to the Engagemodel) or a pool of available 'Governance mentors' to advise on specific issues.


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Appendix 1: Governance-what works and what doesn't?

People love to talk about the frustrations Governance brings. The Road Shows weredesigned to surface and capture these issues but then focus on hearing the good

news examples too. In CEO/Chair pairs, participants were asked to briefly discuss, intwo minutes, 'what really frustrates you about governance?' They were then asked tofind a stranger and again in pairs, discuss 'We got it Right share an example of

good governanceWhy did it work?'

This section summarises the participants' negative and positive comments andorganises the information into four emerging themes:

1. Trustees - what are they really there for?2. Voluntary not amateur? The professionalisation of governance

3. Skills and composition4. Relationships

Each section gives an overview of the identified issues and then offers up some

solutions based on the good news stories.

1. Trustees - what are they really there for?

ISSUES:

The use and usefulness of boards is clearly in question. Participants spoke aboutboards being a ' paper exercise', there to satisfy charitable and legal imperatives,and also to provide a sense of continuity, advocacy and most importantly, to hire and

fire the CEO.

There was little articulation of governance fulfilling an overall leadership role,perhaps because 'board members are usually motivated by cause, and are therefore

not engaged with the harsh realities'. Indeed, despite an acknowledgement ofexternal pressure to 'professionalize' governance, there was deep ambivalence aboutwhat roles and responsibilities trustees should realistically play, particularly given

their voluntary and therefore time poor status.

Whilst specific governance roles and processes differed from organisation to

organisation what generally emerged, was a fundamental lack of mutualunderstanding about clarity of overall purpose, specific responsibilities, where to

draw the line between governance and management and who instigates vision andstrategic planning. What's more, obtaining clarity is rarely tackled within

organisations, leading to a myriad of ongoing assumptions, entrenched issues and atrail of frustrated CEO's and disengaged Trustees in its wake.


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yields a perceived poor return on investment. I'm sure our CEO wonders if its worth

it.'

Leadership and missionMany boards spend in inappropriate time focussing on issues of little consequence

instead of taking up the reins of their organisation. This is perhaps typified by one

trustee's comment 'the organisational objectives are not clear therefore making italmost impossible for the board manage'. For him, it was not the board's

responsibility to change this situation. Yet participants also reveal a desire for boardsto take more strategic control: 'there is an imbalance between strategic planning

and practical support' 'too much bureaucracy not enough vision' and 'too muchtalking not enough decision making.'

By focussing too heavily on the operational, boards disconnect with the core mission

of their organisation and their role in protecting it. Participants talk about this leading

to a lack of shared values across the organisation, mission creep in the programmeand becoming steered by frequent, random policy changes by funders and agenciesrather than mission and objectives.

Engagement

In the absence of clarity about collective and individual purpose, disengagement andhigh levels of passivity can arise amongst Trustees. Participants worry about keeping

the board informed and engaged between meetings, others are concerned that not

enough Trustees attend meetings and when they do, some are late or have not readthe papers, do not fully understand the matters in hand and cannot thereforecontribute to discussions. There are issues around ensuring board members have a

sense of ownership over the organisation they are governing - especially those whichare 'artist led' - a feeling that they are too 'hands off' (though one or too complainedof the opposite) and a worry by some that 'Trustees can withdraw when the going

gets tough!'

One of the biggest discussions that took place was about the widely held desire forboard members to rigorously debate issues in order to come up with the best

decision for the organisation. In other words, to demonstrate a high level of

engagement (and passion) by boldly challenging options, especially when they areput forward as a done deal by the chair and/or CEO. Board members often worry

that questioning is interpreted as professional undermining. There was alsoagreement that decision making processes require time but the predominant culture

of boards is to reach decisions quickly. People felt that due to lack of engagement,an avoidance of inconvenient truths and a fear of inhibiting consensus, thorough

debate did not happen enough.

SOLUTIONS:

Participants spoke highly of investing time in clarifying roles Strategically in


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therefore having ownership of values and mission of company has enabled full

involvement by the board' 'Our creative juices were liberated by stopping focus on

survival and revisiting the mission - this was done with one to ones via joint

chair/CEO action' 'Sharing and delivering an ambitious vision trustees, shareholders, staff' 'We define and redefine our values regularly so it feels like we are all

singing from the same song sheet''The best thing we ever did was refocus on the

mission and then shed surplus aspects, partly due to relocation and internalanalysis'.

For many organisations, it was as simple as their board realising that the buck

stopped with them in terms of debating, making and then supporting decisions, 'It isvital to have high level, robust and challenging debates in order to get the right

decision''Non CEO appointment - it took our board three goes to find the rightperson because they were clear and united about appointing from a non arts

background' 'A consultant offered a business model which the entire board rejected

and in turn this helped us define the right business model' ' 'Strategic decision thathad long term impact as opposed to short term gain' 'After considerable discussion,the executive's artistic ambition was grasped by the whole board and enthusiastically

adopted as policy' Ensuring the board play a strategic role in artistic planning came

up several times: 'Making discussion of artistic programme the focus of our boardmembers has made them more engaged and clearer about their role in relation tomission.'

Decision making processes work best 'when they follow procedure and where there ishonesty in board discussions backed up with evidence from the executive - providingevidence is crucial.'

Whilst crisis management was not something participants wanted to practice, itbecame clear that recognising and responding to potential emergencies, external

stimulants or difficult situations performed vital wake up calls for many boards. 'Ourboard recognised and acted in time to avoid bankruptcy' 'the seriousness of aspecific issue and the volatile external environment saw board members rise to theoccasion and act strategically' 'An external stimulant (taking on a lease) threw up

lots of issues to resolve''The turning round of a dysfunctional relationship between

two organisations in same building, via the two chairs, now becoming oneorganisation'. This does beg the questions, what really facilitates change? Good

practice or crisis? Does good practice actually precipitate transformation? Or is itmore likely to be crisis, and the intervention of funder? Further research could be

useful here.

CEO's appear to really value action based support in times of difficulty, 'a difficultpersonnel issue (under performing administrator who become very ill) - the board

did their research, supported Manager, and followed due process' 'our board

recognised the need for the CEO to take time out in order to rest and forward planand they suggested and supported this decision'


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2. Voluntary not amateur the professionalisation of governance

ISSUESThe increasing legislative demands being put on trustees comes with an expectation

that they can professionalize despite their voluntary and therefore time poor status.

Time

Yet the biggest concern from participants at the road-shows was about Trustees' lackof available time. They described this as resulting in lack of corporate memory,

intermittent board meeting preparation and attendance and limited input andunderstanding. There is a general sense that Trustee's lack of proximity with the

operations and issues means they aren't always around to support the executive andnor are they equipped to make the right decisions, especially as there is usually such

a breadth of subjects to discuss.So, they become reliant on the executive for

continuity, information and decision making, fuelling the assumption that'governance V's management is unspoken code for amateur V's professional'.

'Our chair's input is limited by his voluntary status', 'The Chair is part-time and the

CEO is fulltime which presents a real challenge when trying to create a joint visionfor the company'.

Governance is a skill in and of itself

Just as management is a skill, so is governance. The sector has put considerableresources and strategy into the former over the past twenty years but with theexception of a couple of small and short term initiatives, the latter has been pretty

much neglected. Governance in the arts is in its infancy. It requires an understandingof its context, purpose and responsibilities, gleaned through doing it, throughdiscussion and utilising guidelines. The lack of clarity around governance highlighted

by participants, implies that there is a skill shortage simply in the practice of goodgovernance itself. The pool of people practiced in good governance is small.

Participants voice concerns about disjointed agendas, inappropriate bureaucracy

replacing solid decision making processes and boards suddenly changing the way

they operate in order to respond to a crisis, and in so doing, ignoring the ongoingtenets of good governance.

Structure

Participants talked about the dual structures of Ltd Co. and Charity being archaic andoften inappropriate for contemporary needs, 'The traditional model of charitable

governance does not allow for projects with engage with industry and innovation''Arts organisations are littered with archaic constitutions which have little relevance

today'.

SOLUTIONS:


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The process of involving an external consultant was felt to be very positive by

several organisations, 'she provided an outside, objective eye and helped us look at

potential models of governance and organisational structure' 'Ours was a failingorganisation so half the board members brought in a external consultant to face up

to realities - it is now turned around with new CEO and board members.'

Participants gave examples of useful procedural changes such as 'a new reporting

and information exchange' 'better financial reporting' 'making meetings moreeffective' 'Our agenda is now heavily action driven to avoid being a talking shop'.

In recognising the issue of lack of time, some participants had developed better

structures in order to manage and focus trustee input such as 'a sub- committee onindividual giving' 'a working group with clear processes' 'we appointed an advisory

group to provide advocacy, networking and an additional sounding board - we tend

to use them as a set of extra individuals who provide one to one support and advice'.But there was also considerable discussion and acceptance that boards must beallowed adequate time, reflection and debate in order to get to the rightdecision.

The Watershed for example, took two years to come up with the current new

structure for the company. Funders need to respect this and organisations need tomake realistic space in their strategic planning.

A small number of A&COs are radically changing the way their board works by

confronting the issue that voluntary = lack of time and paying their board members.Whilst this may be a contentious subject, particularly as it undermines the concept oftrusteeship and charity, the new CIC model and the increasing interest in social

enterprises indicates future movement in this direction. There is research to be donehere; does a paid board = stronger governance and therefore stronger, morefinancially sustainable organisations? If so, is the cost of paying board members

outweighed by the benefits this model brings? Are there more effective legalstructures which can be encouraged in the sector?


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3. Skills and composition

Skills and experience

Second only to lack of time, a deficit of understanding around artistic risk,programming and policy was felt to be a major concern of governance in the arts. A

lack of proximity to artistic processes, understanding about their role in relation to

creating artistic vision and the various art forms was described as resulting in'seriously ill equipped board members - they just dont 'get it', especially when it

comes to discussing artistic risk'.

There seems to be a common imbalance between the existing business and artisticskills mix on boards. Whilst there are those which are too business orientated and

lack the necessary understanding about arts management, several participantstalked about having to 'teach the board about business' 'lack of interest in things

like SORP' 'naive level of response to issues such as finance and funding.'

There is also an issue about recruiting board members who are flexible, outwardlooking and keen on development, as some participants described their boards as

'stuck in the past',,, 'resistant to change' 'Not able to cope with the rapid pace of

internal and external change.'

Egos, attitudes and agendas

The third most highly mentioned issue related to egos getting in the way of

responsibilities and the use of appropriate skills, with dominant members (often theChair) crowding out others viewpoints and destabilising the board. Personal agendasand favourite hobby horses are often seen as being prioritised over pressing

organisational needs with trustees 'cherry picking'interesting areas to focus onrather than generally practicing good governance.

Several CEO's commented on feeling pressurised to 'keep board members happy'especially when they require 'their egos stroking'which imbues governance with thesense that it exists to protect and develop the Trustees more than the organisation.

The classic comment that 'our board is made up of amazing individuals who leave

their expertise at the door'surfaced several times, perhaps either because of theaforementioned lack of clarity of role, or because the pursuit of consensus overrides

challenging debate, or because the Chair is unskilled in personal dynamics. Otherscomplain that their board is full of'yes people', too afraid to challenge the executive

or chair.

CompositionIn addition to the imbalance of a business and arts skills mix mentioned above,

several organisations are struggling with the desire for a more diverse board verses

the reality that the people with the required time tend to be older, retired, whitemiddle class men 'How can we get a representative mix of dedicated people with


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panels and clearly defined person specifications, roles and responsibilities. Another

developed an induction process which focussed on 'making people feel involved and

integrated, carefully considering motivational complexities (why people agree to be

trustees).'

In terms of composition, one organisation spent several months finding the right

white board member to complement their all black board in order to make a veryclear, political public statement. Several organisations, particularly those which were

artist led with boards of 'friends', got to a point in their development where theyrealised they needed to undertake a skills audit in order to identify gaps in expertise

which then focussed their recruitment drive. In looking at changing the boardcomposition, one organisation decided to 'Recruit and develop trustees with learning

difficulties and making meetings accessible - this has refocused everyone on why weare there', a bold CEO 'took the risk of asking the board to step down and

successfully managing this without any bloodshed' and another organisation made

the decision only to 'recruit trustees who have had a previous involvement in thevenue'

Recruiting the right chair was felt to be key to success, 'we found a great chair who

is experienced in governance, knows his onions, is very highly skilled and respectedand strong.'However, a number of people referred to the 'overblown role of thechair'and asked 'Is leadership by the chair the best way forward?'A Chair will strong

facilitation skills and an 'enabling' approach was agreed to be useful.

Organisations who were interested in and aware of their board's individualexperiences and qualifications, were able to utilise skills appropriately, for example

'when a rental issue came up, we made specific use of the legal and architecturalexpertise on the boardtonegotiate contracts and agreements'.

One organisation recognised the need to fully inform and train board members whereskills are missing, 'We trained the trustees through the development of an ITstrategy so they could make a key strategic and investment decision knowledgably,and they were actually interested which led to high level of innovation'.


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4. Relationships

ISSUES

The fourth most discussed issue was about the low quality of relationships,

particularly between the Chair and the CEO but also between the board and the staff

or volunteers as a whole. Lack of communication was mentioned frequently as themain cause of weak relationships, along with 'no clear line of contact'and 'too much

reliance on email not enough face to face'.

This can result in a 'them and us' situation in which staff feel that 'the board don'tappreciate the expertise within the staff'. 'trustees are always telling the

professionally hired staff how to do their jobs'and 'ultimately its a hierarchy whichdis-empowers'. It is not surprising then, that several CEO's talk about 'serving'or

'managing' the board as a separate entity rather than as an act of partnership.

SOLUTIONS

When asked to give example of good governance success stories, the majority of

answers were about board and staff tackling specific tasks or taking risks togethersuch as capital projects, moving to a new location, funding strategies, businessplanning, refurbishments, applying for charitable status, or simply coming to a joint

and carefully arrived at decision.

'We bought some land after an intense period of discussion and preparation'.

A new funding opportunity led to a joint review of artistic objectives so the staff andboard worked together with great enthusiasm which resulted in a new 50Kinvestment'.

Participants remarked that out of these collaborative approaches grew mutual trustand support as well as the opportunity to clarify roles. 'We worked hard to developtrust which paved the way for a robust discussion between board and staff resulting

in making a bold decision.'

Four organisations felt that the strong relationship between their CEO and Chair as

the best aspect of their governance and 'the gateway to encouraging goodrelationships between everyone else.

Investing time and energy in developing trust and communication was felt to be

worth its weight in gold. Joint staff and board away days or weekends were regularlycited as pivotal to rich communication, developing relationships and gaining

'collective ownership on updating the business plan'or 'complete buy in for our new

strategic focus'. One organisation changed the location of board meetings so thatthey could enjoy a coffee with all staff first and another clarified the board's line


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Appendix 2: Lessons from the field

Road-show participants were asked to pre read five especially prepared case studiesexploring different stories of governance in the cultural sector:

Fabrica, Brighton:

relationship between board members, staff, volunteers

Sadlers Wells, London:

board role in balancing artistic risk with financial viability

Voluntary Arts Network:

Board using Good Governance Code for review and change

Watershed Arts Trust, Bristol:

new legal structure as starting point for development as social enterprise

Wordsworth Trust, Grasmere:

succession planning and board development following stabilisation

The actual case studies can be found athttp://www.missionmodelsmoney.org.uk/render.aspx?siteID=1&navIDs=712,728,807

Breakout groups were asked to discuss one study, make connections with their ownorganisation/experience and agree key practical lessons which could enablegovernance to thrive:

1. Fabrica

o CHANGE: Change is inevitable when success comes, but governance as a

form of leadership, in dealing with change needs to be bespoke no one size fits all

o ART: Board members need to actively understand and advocate the rightartistic message and have trust that the executive have greater artistic skills. But to

what extent should artistic issues take precedence over the nuts and bolts andfinance in meetings?

o MISSION AND BUSINESS MODEL: Clarity about the mission led by both


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o CLARITY OF ROLES: When each constituent part of an organisation talks to

each other, and are happy in their respective roles, a healthy organisational can

emerge - it is a matter of the right decisions being made by the right people with theright skills and this requires trust via relationship building. Clarity of roles and needs

must be revisited regularly.

o GOOD GOV. PROCEDURES: To operate effectively, boards require a

carefully thought through range of skills, along with rotation, appraisal andsuccession planning.

2. Sadlers Wells

o CRISIS: This is a model for responding to crisis. When it's a question of

survive or perish, boards are likely to have to hire and fire people at both executives

and trustees. They should then focus on obtaining good risk and financialmanagement information which is forward looking and able to flex around withdrawalof project funding This will inform decisions for change and stabilisation. The Sadlers

Wells transformation has involved huge involvement on the part of the board in order

to manage change and risk, but is it time for them to withdraw now? Following crisisa board must avoid micro-management; if you can't leave it to the professionalsthen you have a succession issue.

o ARTISTIC RISK: Managing artistic risk is like managing people needs tochange with circumstances, but balancing artistic and financial risk remains thenumber 1 priority. This requires strong checking procedures, at executive level with

the optimist verses the pessimist relationship between (in this case) the ArtisticDirector and the General Manager, and at board level with safety in their over-viewand supervisory role. It should involve creating reserves and rationalising budgeting

with a centralised fundraising target. This kind of transparency pays off and fosters

trust.

o ARTISTIC VISION: In this case, the new artistic vision was adopted by

board but driven by the CEO. Sadlers Well's success is based on the CEO having a

deep knowledge and understanding of their audience. His vision was based onbuilding new audiences without loosing the old via diversification, innovation and

enterprise. Balancing contemporary work with populist work is a strong model forsustainability. Clearly a board can't function effectively without a great executive.

Therefore the appointment of the CEO is the board's crucial role. Yet whilst thissolves many issues, does it leave a succession issue? Should the vision change with

the CEO?

3. Voluntary Arts Network (VAN)

o BOARD REVIEW: Shows commitment to growth and change but is often


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needs. Using an existing model de-personalises the need to review and a benchmark

with which to assess your processes and procedures. It focuses on getting the right

structure rather than the mission. The full code seems cumbersome, but can adapt

templates to suit, and the summary code might be more manageable for smallerorganisations. Likely to be very time consuming.

o WHOLE ORGANISATIONAL INVOLVEMENT: VAN used the review toengage all stakeholders (including staff and volunteers), encourage communication

and clarify roles. The cross organisational task and finish' groups seem a strong wayto progress change and banish a sense of hierarchy.

4. Watershed

o COMPANY STRUCTURES: Ask what structure will best suit your needs? We

often assume the classic Company Ltd by Guarantee with Charitable status is best.

But just how useful is charitable status? The increasing interest in alternativestructures (esp. in the social enterprise field) reflects an increasing recognition byarts organisations to value their latent opportunities to draw in alternative funding

streams. However, the work has to be the starting point the right structure follows

this, not the other way round.

o CIC: How useful is a CIC? What are the cost implications (i.e. no tax breaks)?

A CIC frees people up to develop relationships with the commercial sector. It's early

days, yet to be convinced and it seems complicated to implement. Be sure you areable to manage complexity its another bureaucratical body to take on. It willinteresting to see how the Watershed integrate 3 separate boards.

o RISK AND AMBIGUITY: For effective management of risk to penetrate thebureaucracy of the board, it requires the following: engagement of the whole

organisation, time, communication, exploration, shared values, mutual confidence, a

brave, entrepreneurial CEO and rules of engagement, Funders need to accept thatambiguity and time taken does not equal lack of vision.

5. Wordsworth Trust

o GOVERNANCE AS LEADERSHIP: The case study demonstrates a need for

shared responsibility for leadership esp. by the board and in difficult times. Boardsneed to realise they play a key role in strategic planning. Boards can manage

charismatic individuals by choosing the right roles for them and also plugging theirweaker areas. Relying so heavily on one person will result in an inevitable succession

issue. What happened was in part a failure of risk management. Boards have to ask'how can we best prepare for the unexpected' because change should not become a

crisis. Beware a board that feels stable - it won't tackle succession issues adequately.

Must be 'fleet o' foot' to respond to change quickly.


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o CEO SUCCESSION: It was important in this instance to make time to not

only grieve but let the dust settle before reappointing a new CEO. The strength of

the new board's eventual approach to succession planning was indicated by their

decision to not replace like with like reviewed skills needs and recruitedaccordingly.

o BOARD/STAFF RELATIOSHIPS: Moved to a flatter organisational structurewith improved communication between the staff and the board and a smaller board.


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Appendix 3: Three Key Governance Issues for the Sector

Following research undertaken in MMM Phases 1 & 2, three key governance issueswere identified as requiring a focus for the roadshows:

1. Trustee Responsibilities for Supporting Artistic Risk2. Understanding and Applying Appropriate Business Models

3. Building Effective Relationships between Board and Executive

Following a short presentation about the issues, road-show breakout groupsdiscussed them in more detail. They were asked to debate the challenges of each

issue and then agree recommendations for internal (organisational) and external(strategic agencies) actions for tackling them. The following is a summary of thesediscussions.

1. Trustee Responsibilities for Supporting Artistic Risk

Risk is normal and unavoidable, indeed its what makes the world interesting. Its the

basis of change. Artistic risk is an essential part of ensuring cultural organisationsavoid becoming boring and irrelevant; it involves testing out new and different art

and new and different audiences within a financially responsible framework.Education, participation and community activity involve artistic and educational riskand should be treated with as much interrogation as the wider artistic programme.Instead of wishing risk away, the sector needs to develop and offer techniques to

manage it so that A&COs can embrace it more confidently and make qualified,

accountable decisions in the best interests of their stakeholders.

Responsibility for this core aspect of cultural leadership cannot lie solely with the

CEO or Artistic Director. It is the stuff that makes or breaks A&COs. Understanding

risk in the context of artistic programming was unanimously felt to be an importantskill required by trustees but possessed by few. In considering how best toencourage the development of these skills, it is important to acknowledge two points.

Firstly, that organisations and the composition of their boards are very different sono one model for trustee responsibility for artistic risk will fit all parameters needto be decided on internally. Secondly, risk in practice does not work as a catch all

term; used in a generic sense risk can fuel fear and inhibit possibilities. Artistic

decisions and their riskiness must be individually bottomed out - is the risk real orperceived? Is it a financial risk, a resourcing risk or a credibility risk? Clarifying the

language and definition of risk is important in enabling trustees ability to grapplewith it effectively.

Internal Action: How might A&COs improve their trustee responsibilities and skills

for supporting artistic risk?


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Access to the art and artists

Encourage boards members to attend more events in both their own organisation

and others in order to build critical capacity. Make this an explicit part of their role.

Integrate the board and artistic team / artists more often through informal meetingsand presentations. Where necessary keep board members informed about key

artistic programming decisions between meetings.

Clarity of information

Create the conditions in which risk is explicit and evidenced (thereby solving the realor perceived issue). Board members often express a lack of confidence when asked

to comment or measure artistic and educational risk. Whilst experienced CEOs andADs may rely on instinct, the same cannot be expected of non specialist board

members. They need tools to help their analysis and they need to be clear what theirrole is. How effective are existing reporting processes? Use non alienating language

and map areas of risk against stakeholders relationships with those risks to create a

clear and flexibleplan/register that explains artistic risk. Agree and write downinternal risk and reporting procedures. But be aware that risk can't always berationalised in business terms, so there will be times when boards need to buy in to

the 'alchemy' that seems to surround artistic risk and where appropriate, leave it to

the expertise of their staff

Open discussionAvoid assumption and disengagement by championing a questioning board and

enable liberated conversation at board level. Ensure artistic risk forms a part of theregular agenda, give it enough time and do not leave it to the end. Artistic riskshould be talked about in terms of audiences and the board can critique decisions by

balancing the needs of the audiences with the artistic ideas. Plan in occasional awaydays specifically to interrogate artistic and educational risk & related financialplanning. If necessary, bring in a facilitator to help discussion around particularly

difficult artistic decisions. If situations arise where relationships break-down and

honesty is restricted, someone must leave or the situation will deteriorate.

External assistance: How might external, strategic agencies support A&COs to tackle

artistic risk?

o Ensure artistic risk is given priority in any new strategic interventions

(networks, awards, training development etc). Encourage peer to peer supportthrough board mentoring or buddying schemes.

o Develop a list of mentors or facilitators or individuals whove experiencedartistic risk and are willing to talk in a non partisan way.

o Disseminate existing and create more case studies of organisations whovedealt with risk. Share stories about how different organisations have developed

artistic programmes.

o Develop specific training for trustees around issues of risk the differenttypes and how to plan for them


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Understanding & Applying Appropriate Business Models

Although the drivers are different, an A&CO is ultimately just another business so it

is important to invest in organisational capacity as much as the art.

A business model is the relationship and pull between the programme, financial

capacity and organisational capacity all working to a mission. These core aspectsneed to be kept in alignment with one another in order to deliver. A business model

offers a strategic overview with which to plan and make decisions and whilst it willdiffer from organisation to organisation, it is important that boards and executive

agree, understand, define and redefine their own model. Boards need to be adept atbalancing a legal vessel with organisational needs and demand that every decision is

linked to solid financial data. As the sector is heavy with leaders who are more skilledin the artistic than the financial aspects of company management, particularly

smaller organisations understanding the business model at both executive and

board level is vital for sustainability.

Choosing the right model is essential, especially where change and development is

on the cards. It will help boards and executives focus on the longer term and avoid

being funding led. But boards need to be realistic about timescales for change,planning and assessing their ability to take risks. Funding is risk averse which does

not help this situation.

Internal action: How might the trustees of A&COs improve their business model andplanning?

Prioritise organisational capacityRespect A&COs as businesses by allocating more time and resources to developingorganisational capacity. Develop improved understanding of financing and budgeting

at board and executive level. Upskill in key areas such as financial modelling.

Vision, mission and business planningCreate a business model which is mission not funding led. Encourage better

discussion at board level about money, resources and people constantly related to

the mission in order to help quantify and make appropriate decisions. Task groupshelp remove specific discussions from the whole board. Develop a shared vision by

sharing business planning between the staff and board and implement ademocratically created plan which exists as a simple, live document; could be one

page long. Implement performance management linked to plan.Choose a model that offers best fit and doesn't restrict. Growth doesnt mean more

and everything it can mean refocusing and having confidence in the appropriatescale.

Plan aheadPlanning well ahead will help bring in alterative income streams though this is not


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committee on the board who will ensure succession planning takes place. Recruit

people who understand business models and undertake a skills audit to ensure that

the board is made up of people who represent the core aspects of the business

model. Develop away days, appraisals and action based agendas. Get staff to reportdirectly to the board to ensure increased learning (both ways) of each aspect of the

business model.

Smaller organisations

Smaller organisations are often run by multi tasking CEOs who are weighed down inservicing the board, photocopying etc. How best can the board manage this weight

and pull on the business model? They will need to own and agree or change this pull,or ignore it at their peril...

External assistance: How might external, strategic agencies support A&COs in their

business model planning?

o Have more strategic discourse with funders what do they want for themoney and how can the sector deliver it whilst not being funding led? Encourage

funders to understand and allow for the need for longer term thinking in the sector.

Measurement does not need to be annual.o Build confidence and knowledge of the issue with events like these, run

by independent organisations.o Develop a network of people with expertise to call upon. With any capital

growth, stabilisation or other forms of change, there needs to be a mechanism ofaccess to expertise with which to guide processes.o Help summarise options for leaders to access knowledge and resources

about business model and financial planning and the ever changing externaloperating environment. Signpost to templates which speak to small organisationsas well as large. Disseminate knowledge of other models, including international.

Encourage the use ofwider voluntary sector resources.

o Encourage executives to sit on boards of other organisations to widentheir own understanding of both business planning and governance.

Building Effective Relationships between Board and Executive

Many A&COs suffer from immature and informal board relationships. This is often to

do with size of board and composition, particularly when funders are part of themembership. Organisations complain of a glass ceiling between the board and

executive and the rest of staff in which a them and us culture can thrive. It is widelyacknowledged that in the absence of a strong CEO/Chair relationship, board and staff

relations will usually be weak.

So where are the examples of good relationships? Where does that trust and

confidence lie, and what makes it work? Participants commented on the need forstaff and board members to learn about and respect one anothers expertise and


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Boards with a strong understanding of the funding environment are seen to be very

useful to and respected by the executive.

It is also essential to build a board with the right composition of people in terms oftheir skills, attitude and level of engagement. The frequency of board meetings,

location of members and their ability to get involved in between meetings will have a

direct effect on board/staff relationships.

Internal action: how can A&COs engender strong relationships between the boardand executive?

Composition and induction

Get the right board members so that engaging discussions involving everyone cantake place. Recruitment is key. Specialist expertise must be balanced with collective

responsibilities of the whole board. Silo's undermine integrity.

Develop effective induction: intensive, personal and intricate in order to buildrelationships by constantly sharing information. An induction pack and/or anafternoon's introduction to the staff won't be enough to do the job.

Develop transparent governance proceduresThese might include minute taking, a skills audit, appraisal, publicly available

minutes and so on. Choose the most effective agenda model; who reallysets theagenda? How can we create agendas that don't hide issues. Create a succession plan

and recruitment processes and carefully structured induction which involves all staff.In terms of providing information, don't assume trustees always know the issue inhand; provide a structure to help them know, they often have to be helped. Make

meetings become dynamic events that people look forward to and in betweenmeetings consider an online blog by the CEO or rotating Trustees.

Team Building

Create informal and formal opportunities for the board and staff to come together tosocialise or learn about issues and banish the sense of 'them and us'. View these asa chance to get to know each other and to share knowledge and encourage the

executive to view the board as a resource. Do not under estimate the value of

humour and rapport. Implement away days. Use an external perspective(consultant/facilitator) if you need help with identifying blocks and solutions to

develop communication. Ensuring staff are involved with the whole board not justthe chair. Put together 'task groups' of people from the staff and board to tackle

specific issues.

Shared understanding of missionMake sure art features in board discussions and that artists and associate present to

the board as a reminder of the mission and to 'keep it fresh'. Organise staff and

board trips to go and visit other organisations and see the art elsewhere. Prioritisecommunication which enables people to understand and revisit the mission the why


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ownership and responsibilities are linked to available time each individual can

commit to. Swap roles for a day!

External assistance: how might external, strategic agencies support A&COs in theirstaff/board relationships?

Understand and disseminate what motivates board members (and what turnsthem off).

Bear in mind that small organisations especially may not have the capacity tobe the mid-wife between staff and board. Initial external facilitation may be

required.

Push the governance code alongside a toolkit or expanded resources. Ensure there is a more focused approach to guidance and signposting all

held in one place to avoid duplication and confusion.

Regular email alerts (via free subscription) could encourage usage.

Templates and examples such as successful board recruitment anecdotes(anecdotes are preferable to tick box checklists).

Tips on undertaking a de-personalised review of relationship between staff

and board and board job description templates are particularly useful but

stress that they must be adapted to make them fit for purpose and backed upwith communication to keep it live, through annual or bi-annual review.

More events like this.

Create a network of chairs, and a buddies / mentors scheme to encourage

good governance.


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Appendix 4: What next?

Participants were asked to provide information on a) the governance resources andforms of support they already utilise (if any), b) what strategic interventions would

best enable them to develop governance in the future, and c) what, if anything, theyaim to change as a result of the road-show.

A) Existing knowledge and use of governance resources

Over a third of respondents take a DIY approach to governance, having never

utilised any governance resources.

Of the 62% of organisations who have used governance resources, arts and charityspecific support is used far more than anything the wider voluntary sector has to

offer. This indicates that A&COs feel that cultural sector tailored resources are likely

to have more relevance, and / or they are simply unaware that the other resourcesexist. Of the one hundred and fifteen organisations in attendance, the Scottish ArtsCouncils manual Care, Diligence and Skill is the most highly used resource (x 29),

followed by the Charity Commissions website and Trustee handbook (x 8). Five

respondents had used Arts and Business training and Board Bank and fourmentioned the Arts Council Englands board manual. Two people had downloaded

information from the Governance Hub and NVCO, and the Code of Good Governance

had been used by one respondent, as had ACEVO. A handful of others had adaptedinformation from education and HE governance guidance, accountants and lawyers.In addition to using general governance manuals and health check type checks,

participants had sought specific advice regarding board induction, roles and

responsibilities, appraisals, SORP, performance management, skills audit and therole of treasurer.

There is clearly some considerable advocacy work to be done to tie the arts sector in

with the wider voluntary sector in order to make use of existing resources andpromote their relevance. Only a third of respondents had heard of NCVO, less than

half are aware of the Governance Hub and slightly less than half are aware of theCode.

B) Strategic Interventions

Cultural annex / toolkit to the Code for Good GovernanceMMM first advocated the use of a arts specific toolkit to accompany the code in 2005.

The Road-shows provided an opportunity to test the market. 73% of the participantsfelt a toolkit would be a useful additional framework and benchmark to tackle issuesspecific to governance in the cultural sector. However, of the eighty organisations

being represented, less than half were aware of the Code itself and only one had


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scrutinised to see where the gaps in information lie. The most important and unique

aspect to governance of the cultural sector is of course Artistic Risk. Other issues

which particularly resonated with participants for possible inclusion in an annex

were: trustee understanding of and responsibility for mission and the business

model;

governance as leadership and the importance of robust debate a sector analysis of alternative legal and company structures;

diversity of board composition and skill sets, with particular reference to thebalance of business/finance and artistic skills mix;

board's role in fundraising and attracting alternative income streams managing charismatic individuals or 'talented mavericks' and succession

planning at board and executive levels; planning for risk in general, (though particularly artistic risk);

staff and board relationships and clarity of roles, particularly CEO/Chair and

the line between governance and management.

In addition to the cultural annex to the code, participants suggested a number of

other forms ofstrategic support:

Strategic partnerships ACE/MLA and other strategic bodies would benefit from developing stronger

working links with the wider voluntary and social enterprise sector to ensure

A&COs are aware of and engage with existing resources. Keep Governance on the agenda of key cultural players

Centralised website resourceAn arts/governance specific 'one stop shop' website run by an independentBody offering:

E bulletin updates to subscribers;

One, approved self analysis questionnaire / health check intervention kit; More short case studies (good andbad practice) with wider dissemination,

perhaps linked to a database of topics, and from other sectors;

fine tuned templates, fact sheets and 'top tips' adapted from the wider

sector, and applicable to all sizes, especially smaller organisations. Specificallypeople have asked for information on risk management (number 1 issue),

composition, expertise and diversity, roles and responsibilities, board/staffrelationships, business planning, succession planning (including how to get rid

of your board), induction, performance, recruitment, exploration of differentgovernance and corporate structures and their impacts;

signposting to carefully selected, streamlined other resources.

Funding

a specific ring fenced fund to enable A&COs to develop governance;


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instigate a chairs network/s with high level speakers as incentives;

facilitate peer to peer learning through brokering governance partnerships or

a buddying up system between organisations; encourage executives and senior staff(especially those responsible for

artistic and educational production/programming) to sit on boards of other

organisations to widen their own understanding of governance and increase

the general pool of trustees; Facilitate shared learning by encouraging people to swap stories.

Widen the pool of trustees

Create a national or regional board bank for cultural organisationscomplete with head hunting and recruitment services;

Tackle lack of diversity (in its widest sense) in boards by learning from theLondon BME GAIN programme and rolling out regionally appropriate

versions.

Research commission or obtain existing research on 'motivation' for trustees in the

not for profit cultural sector - collate and share models of 'true motivation'

and the anecdotal benefits of trusteeship for use in n advocacy campaign; in response to the increasingly widely held concern that the current classic

model (Ltd Co. Charity) is on its way out and not fit for purpose any more,explore alternative legal and company structures for cultural

organisations (there is considerable but tentative interest in the CIC modelcurrently)

research good governance in the scientific, corporate and education worlds

(particularly with regard to risk) and transfer best practice learn, articulate and share what has been accumulated from these road-

shows

have more strategic discourse with private, public and voluntary sector

funders what do they want for the money, how can the sector deliver itwhilst not being funding led and what role should the board play? Encouragefunders to understand and allow for the need for longer term thinking in the

sector, especially given the voluntary nature of boards. Measurement does

not need to be annual.

Training and expertise more 'high level', topic focused discursive seminars like the MMM

roadshows aimed at Chairs and CEOs as partners;

consider an accredited governance scheme for potential or existing

trustees; more bespoke workshops especially for whole boards and trustees time

for collective reflection is crucial

a governance 'agony aunt' or regional reps at the end of a phone (similar tothe Engage model) or a pool of available 'governance mentors' to advise on


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summarises their responses:

Share learning Disseminate case studies amongst board and senior staff; Use the 10 questions with board;

Full report back internally.

Improve board understanding, ownership and engagement

Create more opportunities for robust debate and involvement, during and inbetween board meetings, especially with regard to artistic risk;

Encourage deeper understanding of the mission and more visioning andreview by the board;

Mechanisms for deeper engagement by trustees; and before they go wrong Empower the board to say no to funders when there is a bad fit;

Review how we set agendas.

Develop relationships Better communication and stronger relationships amongst staff and

board (staff and board away days etc).

Utilise resources and expertise

Use Governance Hub; Use governance Code;

Research existing resources esp on MMM website; Look at alternative business models;

Get external advice on new legal structures.

Succession planning Clearerjob descriptions, fuller induction and succession planning

processes;

Bring in new trustees to fill the skills gaps; 'Fellowship' idea for outgoing trustees.

mmm governance roadshow report with recommendations

Documents