If you are an ICE corporate member you will have received ballot information asking you to vote on a number of short resolutions. The ballot closes on 10 July.
Here we publish some frequently asked questions prepared by the ICE. Click here for full FAQs from the ICE website.
What are corporate members being asked to vote on?
There are nine resolutions which ICE corporate members are being asked to vote on:
- Resolution 1
Relates to changes to the governance structure of the institution.
- Resolution 2
Relates to a change to the process governing the amendment of the regulations.
- Resolutions 3 to 7
Relate to a streamlining of the Bylaws into the relevant regulations.
- Resolutions 8 to 9
Relate to changes to accommodate an Engineering Council requirement for all members to record their CPD.
What is the background to the proposed changes?
At its Annual Strategy Meeting in 2017, ICE Council received informal expert advice on the principles and recommended practice for good governance as set out in the Charity Governance Code for larger charities. Whilst the Code is not a legal or regulatory requirement, it sets out the principles and recommended practice for good governance, and Council recommends that the ICE should comply with this guidance.
Council subsequently debated the issue of board effectiveness – in particular trustee board agility, accountability and legal compliance – over a series of meetings held over the following seven months. They considered at length the most effective way to oversee a 92,000-strong global organisation and, at their meeting in April, agreed that the proposed changes should be put to ICE members in a ballot this year – this being the next logical step in the consultation process allowing members to review the proposals and to come to a view in their own minds and vote accordingly.
What exactly are the proposed changes to the governance structure?
Currently ICE is managed by a 44-strong Council which meets four times annually to oversee the management of the Institution. A 13-strong Executive Board meets four times annually, but, ultimately has to gain approval from the Council for its decisions.
The new structure would see a smaller, more agile Trustee Board of 12 becoming responsible for the Institution’s strategic decision making. The new Trustee Board would enact policy and plans on behalf of the Institution which in turn would reflect the will and ambitions of the Council.
The new Council, elected by, and representative of the membership, would deliver advisory and audit functions as well as scrutinising the performance of the Trustee Board. It would play an important role as the body to which the Trustee Board turns for advice. The new Council would also have time to focus on wider professional and societal issues and use its wide expertise to propose solutions to tackle them.
Won’t this centralise control to a small group at headquarters?
ICE Council, in considering these changes, was adamant that a system of checks and balances needed to be in place to ensure that the ICE’s membership retained control and direction of the Institution.
The selection process for the Trustee Board would be transparent, simple, ethical and fair. The President of the Institution would chair the Trustee Board, supported by up to seven vice presidents (this would represent no change to the way in which the President and vice presidents are currently elected).
ICE Council would directly appoint three Council members to serve as trustees and a Nomination Committee would recommend the appointment of the remaining trustees including the President and vice presidents.
Trustees would be members of the Institution and the Council would have the authority to remove trustees should they deem that to be in the best interests of the Institution. The members of the Trustee Board would be approved by the Council annually. This provides the necessary check and balance to ensure that the Trustee Board and Council remain aligned.
What is the role of the nomination committee and who would be on it?
The role of the Nomination Committee would be to make recommendations to the Trustee Board for the appointment of candidates for senior positions in the Institution.
In determining its recommendations it must ensure a balance of skills, demographics, diversity, sectoral knowledge and international membership. Best practice across industry and charities is that a Nomination Committee is the most effective way to achieve this.
The Nomination Committee would consist of 6-10 members of the Institution.
The Chair would be a Past President of the Institution appointed by the Trustee Board.
What would the new trustee board be responsible for?
The Trustee Board would ultimately be responsible and accountable for all activities of the ICE. The Trustee Board would meet no fewer than five times annually.
What would the new council be responsible for?
The ICE Council would have an essential role in representing the views of the membership to the Trustee Board. The Council would meet at least three times per year.
Council would offer advice to the Trustee Board; engage and represent the membership; and identify the big issues facing civil engineering. Council would provide the forum for exciting, passionate and relevant debate that allows the membership to examine and consider the issues facing modern civil engineering professionals and issues facing society, now and in the future.
What would the new Council look like?
The new Council would be elected by, and representative of, the membership, as currently.
It would consist of 38 members as follows: President (chair), senior vice president (vice chair), immediate past President, general members (15)
UK Regions (12), international regions (5), graduates and students (3)
Resolution 1 has been explained in detail. What do the other resolutions relate to?
Alongside the proposed changes to the governance structure, members are also being asked to vote on a further eight resolutions.
These concern a change to the process governing the amendment of the regulations, streamlining the by-laws and the Engineering Council’s decision to mandate the recording and submission of CPD records from all professionally qualified members to professional engineering institutions.
Resolution 2 relates to amendments to the bylaws to allow for regulations to be made, amended or rescinded by the Trustee Board. Currently, changes cannot come into operation until these have been approved by a member ballot.
The majority of these changes are procedural. Many other professional engineering institutions have amended their bylaws to give their Trustees authority to make these changes, enabling them to operate more efficiently.
Resolutions 3 to 5 relate to amendments to the Royal Charter, By-laws and Admission Regulations. These resolutions propose that bylaws concerning admission, qualification and training items are drawn into the Admission Regulations and renamed “Admission, Qualification & Training Regulations”.
Resolutions 6 and 7 relate to amendments to the bylaws and Disciplinary Regulations. These relate to moving certain bylaws concerning disciplinary items into the Disciplinary Regulations.
Resolutions 8 and 9 relate to amendments to the bylaws and Admission Regulations to accommodate an Engineering Council requirement for all members to record their CPD. This comes into effect in January 2019 and approval of the changes is required in order for the ICE to continue to be licensed by the Engineering Council.
Why is this being done all at once?
ICE Council decided to ballot members on the process governing the amendment of the Regulations and streamlining of the bylaws, alongside the proposed changes to the governance structure as these changes were in line with the desire to bring the Institution more in line with modern practice.
If the resolutions are carried how will the institution transition to the new structure?
To be carried, the resolutions relating to the Charter and By-laws require a two-thirds majority voting in favour and would remain subject to approval by the Privy Council. If the resolutions are carried, the ICE would transition to the new governance structure with effect from 6 November 2018 (the start of the next presidential year).