VAN: an MMM3 case study

Voluntary Arts Network
a Governance Case Study for

Mission, Models, Money
Catalysing a more sustainable arts and cultural sector Case study focus: GOVERNANCE REVIEW & OVERHAUL In March this year a national Governance Hub for the voluntary and community sector was formed. One of its key resources is Good Governance: a code for the voluntary and community sector. As ACE and the MLA partnership move towards adoption of the Code, we thought it useful to hear how one organisation put it into practice. MMM would like to thank Robin Simpson, CEO of Voluntary Arts Network, and Sara Robinson, freelance arts consultant, for their contributions to produce this case study.

Background information: Mission VAN is a development agency for the voluntary arts. VAN works with policy makers, funders and politicians to improve the environment for everyone participating in the arts and crafts, and provides information and training to those who participate in the voluntary arts sector. This includes over 300 national and regional umbrella bodies, and through them, their member groups of local voluntary arts practitioners. Registered charity / Company Ltd by guarantee. 15 years (founded in 1991). approx £600k A total of 20 staff in five separate offices based in England, Wales, Scotland and the Republic of Ireland • Chair plus 11 trustees, most of whom represent service users, i.e. voluntary arts groups such as Sound Sense, The British and International Federation of Festivals, The Lace Guild, National Rural Touring Forum and so on. • VAN is made up of five separate offices, each one with it's own committee to oversee its work, effectively operating as sub-committees of the board. The chair of each committee also sits on the board. • In addition, there are 2 advisory panels (consisting of Board members, staff and external experts) looking at fundraising and communications across the entire organisation and a third advisory panel is about to be set up to look at diversity issues. • Finally, there are 2 'task and finish' groups (board and staff members), one developing a new strategic plan, the other reviewing governance. • The board meets four times a year

Structure Age Turnover Staff VAN board: the headlines

VAN: an MMM3 case study

Positioning: VAN is a single company operating five separate offices in four UK countries. Each office has its own voluntary, overseeing committee, the chairs of which report into a national board of trustees. Issues of Governance are particularly complicated within this structure, especially around clarity of line management, reporting and decision making procedures. What is good for the national body may not be as appropriate for a specific office. The range of stakeholders is immense because VAN operates a network of 300 umbrella amateur arts bodies, each of whom represent thousands of local member groups. Clearly, in order to operate effectively and inclusively, VAN requires a robust governance structure to be in place. Earlier this year they decided to utilise the Code of Good Governance as a benchmarking tool with which to test and refine their governance procedures. In doing so, they hoped to gain agreement and clarity about decision making processes across the organisation. Good Governance - A Code for the Voluntary and Community Sector: The code was developed and approved by a consortium of organisations including the Charity Commission, National Council of Voluntary Organisations, Association of Chief Executives of Voluntary Organisation and Charity Trustee Networks. It is based on seven key principles that have been designed to apply to any sized voluntary organisation: • Board leadership • The Board in control • The high performance Board • Board review and renewal • Board delegation • Board and trustee integrity • Board openness Using the Code in practice: VAN wanted to create its own, bespoke governance handbooks, using the template from the original Code of Governance. Staff, stakeholders, trustees, committee members and volunteers were all involved in this journey. It was important that the process was owned and agreed upon by all members of the organisation. The Code is a sizable document (though a 5 page executive summary is available) so the CEO, Robin Simpson and a specially created governance task group split it into four main areas. He then set up four 'tiger teams' comprising people from each of the above groups, ensuring a mix of new and longer serving individuals. Each tiger team had responsibility for exploring one of the four 'chunks' from the Code. Each team's members were spread around the UK so they engaged in 2-3 two hour long telephone conference calls during which they went through their piece of the code, line by line asking: o o o Do we comply with this? If yes, then how can we prove it? (eg with reference to the organisation’s current documentation) If no, is this because we feel it doesn't apply to us OR, if this is something we want to comply with, what changes do we need to now make?

The results from each team - a series of references to clauses in the organisation’s current documentation, existing clauses in the Code, or new, suggested clauses more relevant to VAN were then presented to the governance task group. These were then developed these into 3 'handbooks', one for the staff (5 pages), another for the committees (8 pages) and another for the board (10 pages). Much of the language from the original Code of Good Governance was used.

VAN: an MMM3 case study

VAN also realised it would need to change aspects of its memorandum and articles to ensure consistency and legal advice was sought to help iron out some areas of confusion. All handbooks were accompanied by VAN's generic policies and procedures which amounted to an additional 49 pages! The draft handbooks were then sent out to all 50+ stakeholders for consultation. These rough and ready drafts were intended to be seen as ‘straw doll’ documents which consultees were welcome to ‘rip to shreds’. Staff teams and committees tackled their feedback together to encourage discussion and collective responses. 20 separate responses were received and whilst most people gave agreement to the general principles, some felt that as documents they were dry, too big, repetitive and not always an easy read. The governance task group had the onerous job of making final decisions, rewriting the handbooks and gaining agreement from the Board. In order to tackle issues of accessibility and language, VAN will be commissioning a writer to rewrite the handbooks in a user friendly way, possibly combining visual aids and cartoons. This whole process took six months. Short term outcomes: It was a lengthy, detailed exercise but as a result, Robin feels the organisation has gained: o o o o mass understanding of policies and procedures, across the staff, committee members and trustees; a stronger sense of being one organisation, especially in revisiting their mission and aims which were a key part of the process; stronger relationships and an understanding of one another's roles, especially as the 'Tigerteams' mixed up people from different countries and different positions; the ability to show the wider voluntary sector that VAN is a well run, clear organisation.

However, any review of this type will grasp ongoing rumbling issues and reveal them in full technicolour detail. The three handbooks, when laid side by side, exposed significant duplication of roles and responsibilities at advisory committee and national board level. The current issue for VAN is how to enable autonomy and devolved decision making powers at country level but still retain strategic control within the national board. The Code of Good Governance has not solved this issue but it has encouraged the issue to be revealed and the debate to begin. The longer term impact of this exercise will be born out in time. Will the newly agreed codes make for more effective, democratic governance procedures? Robin is clear that no matter how many agreements are put in writing, it's keeping them alive, refreshed and in daily practice that matters. To this end, reviews of the code will form part of VAN's annual agenda and the handbooks will be part of all induction processes and contractual agreements. Key learning points: o Using the code methodically, line by line provided a useful benchmarking tool with which to assess VAN's governance; o Aspects of the code felt unnecessarily stringent and repetitive at first, but it threw up a lot of useful, practical issues which needed addressing, as well as the chance to tackle more difficult areas;

VAN: an MMM3 case study


This process provided a useful opportunity to involve others, develop staff and board relationships and develop a sense of ownership across the organisation.

VAN will shortly be developing a free briefing paper about the Code for their 300 umbrella organisations. They are happy for other organisations to have access to it. Further resources: (click 'Learn more about the Code' on the home page to download a summary or full version of the Good Governance)

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