SPECIAL GENERAL MEETING
6th November 2018
Report by Kennel Club interim Chairman Steve Croxford (by way of introduction to Agenda Item 3a)
I wish to start out by reminding my fellow Members that the Directors of the Kennel Club must act in accordance with the law, as set out in the Companies Act of 2006 as well as complying with the obligations set out in the Kennel Club’s articles as published in the Year Book. Agenda Item 3 partly relates to the way in which the Board has collectively exercised these duties.
In matters relating to the Club and in exercising these duties the Directors must use their own judgement and not all Directors will consistently come to the same view. This is an important point for Members to consider in the context of the discussions that will begin soon. Individual Directors faced with the same decision could reasonably decide on different outcomes based on their own experience, judgement, the circumstances in which the decision, or decisions have to be taken and the information provided to them.
The Board has been criticised for decisions taken over a period where there has been unprecedented change environmentally, socially and in the way communication between individuals and groups is now being conducted. In reaching this point in the Club’s history the Board may have failed to recognise fully the impact of the increasing use of social media as a mechanism for democratic debate and lobbying.
The world we live in today is a faster moving more dynamic place than it was even three years ago and traditional institutions such as ours are racing simply to stand still. This has led to some Members feeling the Board has been moving too fast, with others concerned that we are being too slow to make the necessary changes. I think most of us would agree that the Kennel Club must change to operate and to survive in this new world.
The Board has been trying to develop a more open way of dealing with our Members. Many of the questions that have been raised by Members and to be discussed today have arisen because of this desire by the Board to be more open. We have nothing to hide.
As a Board, we are still in the process of learning how to do this effectively and still maintain the confidential nature of some of the information we hold. We clearly need to get better at this and this should be a matter for us all to consider. Clearer more timely and effective communication with our members must be a priority for us going forward.
We have been working hard to ensure the Club is run in a business like manner and have implemented a number of policies that are standard practice in well run, modern organisations.
A prime example of this has been the introduction of the code of ethics and standards of behaviour.
I find it deeply concerning that the implementation of this code has been seen by some members as a stick to beat them with; this was never the intention. As a Board, I believe we must work harder to make sure that we all, all of us, abide by the principles set out in the code. We all need to take this seriously and look at our own behaviours over the last few weeks and months.
The question I would ask you to reflect upon is this: can we each honestly say we have behaved in a way that gives the code value that supports the culture of cooperation and of positiveness and of pride that it should engender in the Club and our members?
The code is a good of example of the work we still have to do; the Board has introduced a change in good faith but did not recognise that the committee structures that support it also needed to change.
We now need to reflect upon whether the governance changes, introduced in November 2016, which I believe took us in the right direction. It had been envisaged that a review would be needed after three years however, we must now bring this review forward and address the current concerns raised by members about Governance.
It is most likely that we still need to make further improvements to the Governance of the Kennel Club. Our joint objective should be to find a better balance between the needs of members, the traditions of the club and the requirement to run an efficient organization – dare I say business. You, the members have an important role to play in this review.
The final point I wish to make before moving on to the main part of our meeting is this.
It is also a key responsibility of the Board to provide clear direction to the professional staff and to empower them, through the Chief Executive and her Executive team, to deliver the Board’s agreed strategy. Neither the Board, individual Directors, nor individual Members should be seeking to interfere with the day-to-day running of the Kennel Club. To think or act otherwise will make the Club unmanageable going forward.
We have to allow our staff to flourish in an environment where mistakes are considered learning opportunities, opportunities that allow us to do things better and not matters for criticism or forensic dissection and punishment.
I urge Members to bear these factors in mind when making judgements about the performance of individual Directors and of the Board collectively. The cultural environment in which the Kennel Club operates today is much different to that of the past.
You will have received the papers pertaining to the SGM and I have no intention of reading through the Board’s response in any detail. We will cover any and all points you wish to raise today and answer those points as fully as we are able to.
I and my fellow Board members are here to listen very carefully to your views and comments.
Agenda Item 3b
Working together for a better future
Report by Kennel Club interim Chairman Steve Croxford
It is clear that there remain underlying dissatisfactions and a lack of trust that need to be addressed.
We have taken the dissatisfactions seriously and recognise that:
1. We need to better understand specifically what members are concerned about (focusing on the content of issues or problems that need to be addressed rather than likes or dislikes for particular people).
2. We need to learn about what we can do better in the way that we operate as individuals and collectively at the Board level. We have much more experience of operating a General Committee that represents Members than in working with the statutory responsibilities associated with being a Board of Directors. The two requirements aren’t the same and there is need for greater clarity about how we work in future: both to safeguard members and those volunteers and staff who are expected to represent them.
3. We need clear mechanisms, processes and criteria to facilitate agreement on how best to address problems and sometimes conflicting priorities in a way that is supported by the overwhelming majority of members.
4. We need to restore trust between the members and those who are expected to lead policy making and activities on their behalf; ensuring there is clarity, openness and due process in all the critical decisions and actions.
5. We will take this opportunity for positive action to understand and address the issues in order to resolve them rather than simply point fingers at each other.
We will continue to consult widely between now and the AGM in order to improve the Kennel Club’s ways of working for the future. This important work will be carried out by the Board, led by the Chairman and will report back to the AGM with recommendations for any improvements identified, including the effectiveness of the Kennel Club’s Board and recommendations as to how it should exercise these duties going forward.
Thank you for your many contributions to item 3 and a special thank you to Michael King for his expert chairmanship of the matters discussed.