Successful Governance in Independent Museums Successful Governance in Independent Museums 4 “OK, all those in favour of delegating decision-making, shrug your shoulders.” roystoncartoons.com

Success Guides

SuccessfulGovernance inIndependentMuseums

Success Guides

SuccessfulGovernance inIndependentMuseums

Adrian Babbidge

Front cover picture: Governance in action: the board of trustees meets at Historic Dockyard Chatham.

What is Governance?

Governance is the system by which anorganisation is directed and controlled.A useful definition for museums isensuring long-term sustainability by thecollective direction of the museum’saffairs, while meeting public needs andcomplying with interests of keystakeholders. Governance has fourmain components, which follow on one from the other:

• Foresight – defining the overalldirection of the organisation, itsvision and mission, and values andculture;

• Strategy – identifying keyperformance areas and targets, andthe business model (the approach to generating income defined bycustomer needs) that is to beadopted;

• Management – establishing overallstructures, delegation schemes forthose responsible for managing theorganisation (whether staff orvolunteers), and monitoringperformance; and

• Accountability – to stakeholders,including reporting on the museum’sactivities and carrying ultimateresponsibility for its fortunes.

3 AIM Success Guides

Successful Governance inIndependent Museums

Recent years have seen governance rise up the agenda ofthe not-for-profit organisations in much the same way as ithas in commercial business and the public sector. Effectivecorporate governance is now seen to be as fundamental asis efficient management. The recent LIBOR bankingscandal is a timely reminder that organisations whichdemonstrate strong business performance can also haveweak board governance, and that this is capable of beingeasily disguised, at least for the short-term. One of thebest-known commercial failures – Enron, the US energy,commodities and services business – had, on the face of it,a model board of directors that included both the talentand the separation of interests that are said to befundamental to good governance. In 2000 Chief Executivemagazine named Enron among the five best corporateboards in the US; the next year, following discovery of aseries of irregular accounting practices, it went intobankruptcy with catastrophic losses. A good reputationtoday is no guarantee of a good reputation tomorrow, andwhile there is no single model of successful governance,this guide suggests some areas where attention can lead to improvement.

Effective corporategovernance is nowseen to be asfundamental as isefficient management.

This definition includes some conceptsthat are key to the governance ofmuseums and heritage organisations:

• as museums are generally foundedwith the intention of being enduringinstitutions rather than as businessopportunities with a limited life-horizon, the strategic view to betaken is always long-term, ratherthan being only concerned withshort-term expediency;

• control and direction of the museumis never in the hands of a individual,but always a group that shares acommon purpose;

• the museum is for the benefit of awider constituency than those whogovern it; and

• there is a wide range of ‘stakeholder’interests that have to balanced oneagainst the other – these may beexternal to the organisation(regulators, funders, donors,visitors/users, local residents etc) orinternal (members, employees,volunteers etc).

For boards of trustees – the people(whatever their formal title) whooversee a museum – effective

governance is ‘being responsible’. Thatresponsibility extends to everythingthat the organisation does. Where themuseum is subject to statutoryregulation (such as when it is acompany and/or a charity) ‘beingresponsible’ includes operating in linewith obligations imposed by statuteand regulation, and it falls on eachtrustee to ensure that they are awareof those duties.

The Structure of GoverningBodies

Museum boards of trustees (like thoseof other not-for-profit organisations)tend to differ from those of theircommercial counterparts. Boards ofdirectors in the commercial world tend to be small in size – between eight and 12 members – with theirnon-executive members appointed fortheir experience in similar businesses,or knowledge of relevant technologies,or useful political contacts. Museumgoverning bodies tend to be largerbecause, besides the need to include arange of relevant skills, they frequently

Management Successful Governance in Independent Museums 4

“OK, all those in favour of delegatingdecision-making, shrug yourshoulders.”

roys

tonc

arto

ons.

com

feel they have to represent the manyconstituencies that have a stake in theorganisation – funding bodies, supportgroups, learned societies, educationbodies, and (usually local) government.Such voices can enhance connectionswith, and be a source of accountabilityto, the communities of interest servedby the museum.

Yet these benefits are often offset bydifficulties. In particular, when makingdecisions, having a large board reducesthe likelihood of reaching a quickconsensus, and there is a higher risk of potentially-damaging leaks whendifficult issues or sensitive topics are discussed. Big boards can alsodiscourage candid debate. One of themost common means of tackling thesedifficulties has been the creation of an‘executive committee’ – a smallnumber of experienced trusteesempowered to deal with businessbetween trustees’ meetings, or to takekey decisions.

Legally the whole board of trustees isresponsible for the governance of theorganisation, and the ‘executivecommittee’ approach risks the creationof a ‘them and us’ situation, with theexecutive committee members heavilyinvolved and in the know, but theremainder of the board of trusteesuninformed and marginalised. In such a situation trustees’ meetings can belittle more than an opportunity for the executive committee’s decisions to be reported and rubber-stamped.Individual trustees, museum membersand other stakeholders can feel theiractive participation is discouraged.Such misgivings may be regarded asthreats; and the louder they areexpressed, the greater the likelihoodthat those voicing them will be shutout in fear of a challenge for control.Introversion, secrecy and distrust canbe the consequence. These problemsare exacerbated when trustees meetless than frequently, and there is littleopportunity for them to work togetheras a team.

Another much-used alternative hasbeen to create a structure of supportingcommittees of trustees, each reportingto the full board. Overseeing keydevelopment and operational areas canbe a useful means of engaging trusteesin a museum’s work, and improvingtheir knowledge of its activities. Yet thebenefits of increased participation cansometimes be offset by fragmentationof effort or, unless there is regularrotation of committee membership,committee members losing theirperspective and becoming championsfor a single area of activity. In any case, the successful operation of acommittee structure inevitablyincreases the proportion of resourcesdeployed in administration rather than delivering programmes. Thedisadvantages associated with bothexecutive and standing sub-committees, and particularly theirtendency to infringe on the exercise ofpowers that should lie with the boardof trustees, will always make a smallboard the preferable option. While it ispossible to mitigate the disadvantagesof a larger governing body, it is unlikelythat it can ever replicate the effectiveworking relationships and team spiritthat can be developed in a smallergroup of people.

This is not to say that there is not a role for committees of the board oftrustees. All organisations larger thanthe smallest should have an auditcommittee to oversee the internalaudit process, monitor theperformance of the external auditorsand (where there is no other means)undertake periodic checks both on themuseum’s financial systems and assets(including the collection).

Similarly, a nominations panel can be auseful means of ensuring continuingeffort to seek new blood for the boardof trustees. ‘Task and finish’ groups can also be helpful in supervising one-off projects, or addressing an issue of immediate concern. All suchcommittees or working groups should


Overseeing keydevelopment andoperational areas canbe a useful means ofengaging trustees in amuseum’s work, andimproving theirknowledge of itsactivities.

have, and not go beyond, written termsof reference, delegations and/orbudgets set by the board of trustees, to which they should report back at the earliest opportunity. Not all themembers of such committees need tobe trustees, and they can often providethe ‘nursery slopes’ for potentialtrustees.

Some museum charities have wholly-owned trading companies to undertakecommercial activities that fall outsidethe charity’s primary purpose. Theyhave their own, separate boards ofdirectors and, lacking the need torepresent different constituencies,rarely have more than a handful ofmembers. Invariably they include atrustee or two, and a similar number of senior employees. However, as thetrading company is a separate legalentity, the legal duties that fall on itsdirectors can, in some circumstances,conflict with the interests of the parentcharity. The risk of conflicts of interestcan be mitigated through some of thedirectors of the trading company beingindependent of the parent charity,especially if they bring skills andexperience directly relevant to theoperations of the trading company. If,as a matter of course, one of thesenon-conflicted directors chairs itsboard of directors, that can also behelpful in establishing that decisionsare being made correctly.

In some circumstances, there may beother entities, companies or otherwise,with which the museum charity has aformal relationship – these includecollections, property and endowmenttrusts, linked charities or vehiclescreated to conduct a specific activity. In some cases the museum may act astrustee as a corporate body in its ownname, or with others; or its trusteesmay also act as the governors of otherentities; or the museum may appointnominees to the boards of trustees ofother entities. In each case the precisenature of the arrangement needs to bedefined, and arrangements for dealing

with conflicts of interest put in place,with any financial transactionsbetween the related parties reportedin their respective accounts.

While such arrangements areimportant, they should not mask theprimary purpose and strategy of theparent charity. This can be achieved bysystems and processes – especiallythose relating to strategic/businessplanning – involving the boards ofsubsidiary/linked entities, and therebeing both formal and informalopportunities for members of allboards/committees to come togetherto confer on the museum charity’sstrategic direction.

Trustees’ Duties

In whatever legal form a museum isconstituted, there is always a‘governing instrument’ (ie itsconstitution) that describes themuseum’s purpose, and the rules andregulations as to how it operates.Charity law says very little about thestructure and composition of a boardof trustees, but the key responsibilitiesand duties of members of boards oftrustees are commonly held to be:

• ensuring that the organisation has aclear vision, mission and strategicdirection, and is focused on achievingthese;

• maximising the overall performanceof the organisation, its conduct andreputation;

• ensuring that the organisationcomplies with all relevant legal andregulatory requirements;

• protecting the organisation’s assets(and in the case of museum and likeorganisations) especially heritageassets, taking all due care over theirsecurity, deployment andappropriate application; and

• ensuring high standards ofgovernance.

These responsibilities fall individuallyand collectively on all members of the


Some museumcharities have wholly-owned tradingcompanies toundertake commercialactivities that falloutside the charity’sprimary purpose.

board of trustees. In undertaking them,each of the trustees must:

• give proper time and attention totheir duties;

• act strictly in accord with thegoverning instrument;

• operate without regard to personalinterest, or those of others, norderive any personal benefit fromacting in that capacity; and

• act prudently to the organisation’sadvantage.

This last requirement can causedifficulties where trustees arenominated by another body, especiallyif that organisation provides funding. Inthese circumstances, the perceptioncan arise that what is beneficial to thenominating body must be in the bestinterests of the charity. Nomineescannot use their seat on a board oftrustees to rehearse the views orpolicies of the body that nominatedthem, or act as a delegate of that body.Their primary motivation must alwaysbe to act in a way that a reasonableperson would see as being in the bestinterests of the charity.

There are codes of practice that amplifythese responsibilities, and all museumtrustees should be aware of theircontent. In England and Wales theCharity Commission publishes

Hallmarks of an Effective Charity(CC10), its Scottish counterpart OSCRproduces Guidance for Charity Trustees,and Good Governance: A Code for theVoluntary and Community Sector isproduced by a consortium of civilsociety sector umbrella organisations.These are all touchstones for goodgovernance in independent museums.AIM’s Ten Golden Rules for GoodGovernance provides some usefulprinciples on governance practice.

Board Composition

Effective boards of trustees require notonly frameworks and rules (essential as they are) but also effective ways ofworking together. This can be difficultto achieve, as trustees often meet eachother infrequently, come from differentsocial circles, and have different levelsof skills and experience.

Many museums – especially those thatare smaller charities – tend to find itharder to recruit new trustees. Oftenthis is because trustees are seeking toreplicate the status quo, rather than to reflect changing circumstance. It isnot surprising, therefore, that word of mouth and networking continues to be the most common method ofrecruitment, rather than casting the


“It’s important to remember that wenow have aspirations, not targets. So that gives us all something to aim for.”

roys

tonc

arto

ons.

com

net more widely and, throughadvertising and other means, trawlinga larger pool of potential interest.

A structured approach to thecomposition of boards of trustees isessential. The skills needed depend on the museum’s current stage ofdevelopment and future plans.Museum trustee boards will alwaysneed some trustees with knowledgeand experience of the subjects towhich the collections relate, existingand potential audiences, charitygovernance and financial management.Beyond that, skills in fundraising,marketing, architectural and buildingservices and ICT may also be coreneeds, or experience in connectionwith setting up a particular programmeor project. In analysing boardcomposition, there should be clarityabout exactly what is needed: forexample, a local solicitor specialising infamily or property law is unlikely alsobe an expert in charity or intellectualproperty law, or an architect may havelittle experience of the conservation ofhistoric buildings of the type in whichthe museum is housed. While thecontribution of trustees with particularskills and expertise to board debatescan only be welcomed, this should notsubstitute for professional advice from an external expert when this isrequired by statute, or where the issue is fundamental to the dischargeof a charitable trust, or when anindependent voice should be heard.

Although a variety of talents andexpertise are essential, so is diversity.This is usually taken to mean balancebetween demographic groups so thatthe board of trustees reflects the socialmix of the area being served, but this is only one aspect of what is needed.Boards of trustees are weaker without a mix of personality types –entrepreneurs, risk takers, regulatorycompliance champions, strategists, userchampions, fixers, peacemakers – allthese ‘soft skills’ can strengthen a boardof trustees. It follows from this that noboard can be all-encompassing in skills

and diversity, especially if its number isto be contained. So wise judgement inselection is required, based on what aboard needs at that particular stage inthe museum’s development, rather thana ‘tick box approach’.

Most organisations tend to wait until avacancy arises before taking action,and even where board appointmentsare for a fixed term they tend to berenewed automatically unless theindividual wishes to stand down.Recruitment in these circumstances isalways more difficult, and keeping theissue to the front of the trustees’collective mind as well as having aprocess in place that identifies a pool ofcandidates at an early stage removes amajor barrier to prompt appointments.

A lack of turnover can lead to a boardof trustees appearing to the outsideworld as a clique, thereby discouragingpeople from putting themselvesforward, especially where there areparticularly dominant members whoappear to be unwilling to considerchange. To address this issue, terms ofappointment should be time-limited,and perhaps similar to the existingrecommendation for companydirectors, where nine years (threeconsecutive terms) is increasinglyregarded as a ceiling. Where a trusteeserves longer than the maximum term,the trustees’ annual report shouldexplain why this should be the case.The membership of boards of trusteesneeds to change on a regular basis if itis to avoid being perceived as beingclosed to change.

Membership of a ‘committee ofhonour’ or ‘council’ is a good means ofacknowledging a long-serving trustee.Such arrangements, which play no rolein the museum’s governance, canprovide a formal means for keeping intouch with supporters, and includeinvitations to participate in themuseum’s private views and events,and consultation on reviews of themuseum’s strategic direction. Theirstatus should be distinguished from


A structured approachto the composition ofboards of trustees isessential.

honorifics such as ‘President’ or ‘Vice-President’ (which imply externalendorsement by people of distinction)or ‘Patron’ (either with the sameconnotation, or to acknowledge themajor gift of an individual).

The Relationship betweenGovernance and Management

Though its membership changes over time, the board provides thecontinuum throughout a museum’shistory. The board is always in charge,and where there is a falling outbetween trustees and management, itshould always be the case that theboard of trustees has its way.

Nonetheless, the responsibility formanaging the museum rests withmanagement, not with the board oftrustees. Trustees are responsible forensuring that there is an appropriatemanagement structure, making the keyappointments to that structure, anddelegating to it powers sufficient toenable the successful day-to-dayoperation of the museum. These needto be sufficient to achieve theobjectives set by the trustees, solve

any operational problems that arise,and remedy any functional failures.

It is important that systems distinguishbetween governance and managementroles, even in all-volunteerorganisations. Where there are no staff, and management is in the handsof volunteers, this can be achieved byhaving a person designated ‘managingtrustee’ or perhaps ‘honorary curator’on the board of trustees, who is inoverall charge for day-to-dayoperations, supported perhaps by a‘management group’ of volunteerswith specific responsibilities. Thisindividual acts as the conduit forreporting on management issues to thetrustees. Without such separation, thetendency is always for trustees to focuson matters related to day-to-daymanagement rather than foresight andstrategy. The executive responsibilityfor operations, whether paid orvoluntary, should always be separatefrom that of the chair, lest theorganisation become over-reliant on asingle individual. Likewise, meetings ofthe trustees should be distinct fromthose of the management group.

The diagram below illustrates theinteraction between governance and


Foresight

Audit and Assess

Targets

Strategy

Assess and Review

Governance

Business Planning

Management

PerformanceAppraisal

It is important thatsystems distinguishbetween governanceand managementroles, even in all-volunteerorganisations.

management. It shows that the annualbusiness plan brings together, in wordsand numbers, how the museum’sstrategy is to be applied in the comingyear, what is to achieved, and themeans of doing so. The reporting ofperformance against that plan providespart of the business of trustees’meetings, and where circumstancesvary materially from those expected,trustees may have to re-think the wayahead and adjust its strategyaccordingly.

Managed or Governed?

Larger museums with small boards oftrustees, employing a number of staffled by a ‘chief executive’ or ‘director’often operate on a different basis tosmaller organisations. In these larger,‘managed’ museums trustees arehighly reliant on the chief executiveand staff, and the board’s key role is tohire, appraise and, when necessary,replace management. Typically,trustees:

• exercise only sufficient power tocontrol management;

• use outside advisers as well as seniormanagement to develop policies andplans;

• establish yardsticks for judgingmanagement performance;

• work only through the managementhierarchy.

Trustees should assume that unlesssenior management is inept, ordishonest, or has a record of calamity itshould be given room to implement astrategy that, although approved bythe trustees, is predominantly of itsown making. Trustees will challengeand intervene only in the case ofmanagement failure. This approach ispredicated on the belief that failureonly arises out of incompetence. Thatis not so. Most crises arise not fromineptitude, but from the failures ofjudgement that are the inevitablerealities of human decision-making and organisational behaviour.

Factors contributing to crisis and failureinclude:

• people, being people, makemistakes;

• individuals are biased towardsdecisions and strategies that matchpersonal strengths, which may notreflect the current needs of theorganisation;

• individuals and groups do not like to admit to mistakes – indeed,psychologists expound the theory of‘cognitive dissonance’, that tells usthe more evidence there is todemonstrate a bad decision, themore firmly its authors becomecommitted to it – simply put, when ina hole, people rarely stop digging;

• senior managers filter bad newsbefore it arrives at trustees’meetings;

• trustees, with little evidence onwhich to work, are reluctant to speakup about their concerns;

• interpersonal chemistry caninfluence decision-making; and

• any organisation is subject to acyclical effect – decision makers gettired, managers get set in their ways,people who were once innovatorsrun out of ideas.

This managed style of operating is, ofcourse, nearer to that practised inbusiness, albeit museum boards oftrustees tend to meet less frequently.But museum trustees may well be lesswell-informed than non-executivedirectors would be in the world ofbusiness, and so the risk is greater. This can discourage informedchallenge, and trustees run the risk of ‘being asleep at the wheel’ – whereresponsibility for the museum’s control is impaired to the extent it can come off the road and risksuffering catastrophic financial orreputational loss.

Where boards are larger and oftensupported by committee structuresand managed by volunteers, or a singlepaid curator or manager and less thana handful of employees, the tendency


Larger museums withsmall boards oftrustees, employing anumber of staff led bya ‘chief executive’ or‘director’ oftenoperate on a differentbasis to smallerorganisations.

is more towards a style that can bedescribed as the ‘governed museum’.Here the board’s key role is to fostereffective decision-making, and reversefailed policies. To do this it:

• needs amongst its number sufficientexpertise to add value to thedecision-making process;

• uses trustees’ expertise rather than relying on managementrecommendations and outsideadvice, particularly in appraising new policy proposals;

• fosters open debate by trustees;• keeps itself informed and attuned to

stakeholders’ interests and concerns;and

• encourages trustees to seekinformation and advice from staff atall levels.

This process is more of a partnershipbetween governing body, employeesand stakeholders. It is more demandingof trustees, since:

• its members need to be well-informed about the museum and its sector, as well as bringing inexpertise from elsewhere;

• this approach may conflict with therepresentational composition ofmany boards of trustees, whosemembers are predominantlynominated by local authorities,universities, special interest groups,trade associations or other interests– effective communication withstakeholders is not synonymous withboard representation for eachinterested party;

• trustees can get greater satisfactionfrom discussing minor (and easilyresolved) issues, and the excitementthat comes from crisis management,so tend to avoid strategic thinkingwhere the questions are harder toresolve and bring no immediateresults;

• there is a need to access high-qualityevidence to support decision-making, and direct knowledge fromthe ‘shop floor’ as to how themuseum works;

• trustees have to take theircommitment seriously, and probably have to allocate time to the museum over and beyond thatrequired to attend trustee meetings;and

• effective means of communicationare required with stakeholders suchas museum Friends, local authorities(whether or not they providefinancial support), funding bodies,community organisations – all thosebodies with an interest in themuseum’s success.

Inevitably, there is no sharply-definedboundary between ‘managed’ and‘governed’ museums, and mostorganisations have arrangements thatblend elements of both styles. Oftenthis is a result of piecemeal historicchange, sometimes driven by the viewsof chairs or senior managers. Rarely isit determined by the museum’s currentvision, mission and values. Theconsequence is that often theadvantages that come with eitherapproach are counter-balanced by thedisadvantages.

The Chair

The chair(man) may carry differentroles in different organisations.However, in all charities there are three main responsibilities:

• managing the board of trustees,ensuring it works well as a team andthat individual members contributeeffectively;

• acting as a figurehead andambassador, by representing themuseum to the outside world; and

• connecting the board of trusteeswith management through thesenior member of staff, and acting asa sounding-board for both groups.

The first of these is the mostsignificant, and primarily relates toensuring that all trustees fulfil theirobligations towards the propergovernance of the museum. This


Inevitably, there is nosharply-definedboundary between‘managed’ and‘governed’ museums.

includes ensuring that appropriatepolicies and processes are in place, therisks to which the museum is exposedare reviewed and mitigated on aregular basis, and that trustees’meetings are successful. A good chairwill seek consensus, ensure that everytrustee feels they are able to make a useful contribution (includingconstructive challenge), and that allviews are respected equally. Boardfactions or cliques are not allowed togrow up, and the chair is careful not tobe unjustifiably selective in sharingprivileged information with fellowtrustees. The chair should also policenon-attendance, taking prompt actionwhen a trustee is absent frommeetings often by establishing whythat person is not attending, and takingremedial action appropriate to thecircumstances.

One of the key means of ensuring that trustees know what is expected of them is the induction process fornew trustees. This involves the co-ordination of a number of people,and however this is organised, thechair should exercise quality controlover the process, making sure that it is undertaken promptly andcomprehensively. Time should be givento welcoming the new trustee at thestart of the process, including aninformal briefing on the workings of the board of trustees and itsrelationship with management. Thechair should also take the lead inensuring that there are opportunitiesfor the trustees to come togetheroutside the formality of board meetings.Visits to other organisations canprovide the board with opportunitiesto build working relationships as wellas widen their experience.

Over recent years difficulties caused byconflicts of interest have increased invisibility. Practice can range from, atone extreme, trustees declaring everyconceivable interest, however trivial,thereby disqualifying themselves fromdealing with any subject on which theymight have some knowledge, to the

‘gentlemen’s response’ – ‘we’re allgood chaps here’ – which assumes thatall trustees are people of good standingand that challenge is inappropriate. A chair should make sure thatappropriate processes are in place,which ensure a proper sense ofbalance whilst upholding statutoryrequirements, and exercise theirjudgement so that individual trusteesare deterred from pursuing their ownagendas or interests.

As the board of trustees is an exercisein collective governance, the office ofchair carries no decision-makingresponsibilities other than thosespecified in the governing instrumentor expressly delegated by the trustees.Sometimes the need arises fordecisions to be taken between boardmeetings. Any decisions taken in thisway should always be with the grain ofthe museum’s current direction, andnever represent a change of policy or anew or novel departure. Today, wherethere is any uncertainty, electroniccommunications make it easier for thechair to take soundings about suchdecisions, and a growing number ofgoverning documents enable formalmeetings to be conducted through theuse of communications technology. Inthese situations all trustees need to beable to participate and receive full andcomplete information about thematter(s) to be discussed, and thetechnology used should enable full and equal discussion by all trustees.

The chair’s role is also to ensure thatthe board of trustees as a whole workswith senior management, whetherpaid or volunteer. This includes anobligation to support – and challenge –the head of paid staff, whetherdirector, chief executive, curator ormanager. This is a critical relationship,requiring careful attention and regularcommunication (both formal andinformal), with both individualsrespecting the boundaries of theirroles. Care should be taken to ensurethat the relationship does not becomeso close that it is perceived as an


One of the key meansof ensuring thattrustees know what isexpected of them isthe induction processfor new trustees.

alliance that makes the trustees’scrutiny and challenge function toodifficult to exercise.

The chair’s role in managing the boardof trustees is beyond the purview ofany senior manager, who should notbecome involved in matters concerning board membership,conduct of its business nor (other than in administering the process of recruitment, such as hosting afamiliarisation visit for potentialtrustees) in the recruitment orappointment of trustees – even whenthere is an invitation from the chair or trustees so to do. This not onlymaintains the board’s status butsafeguards against the risks associatedwith over-reliance on a chief executiveand marginalisation of trustees.

Some organisations appoint a vice- ordeputy chair to act when the chair isnot available. If the chair performstheir role well, there may well be littlepurpose to having this appointment ‘in case’ – and should there be a needfor a locum trustees usually have it intheir powers to make an appropriateappointment from within their number.Some organisations see the vice-chair

as the ‘chair apparent’, yet that personmay not be that best-suited for theneeds of the organisation when thevacancy arises. So unless there arespecial circumstances, a chair alone is likely to be sufficient.

The Secretary

Most charities have a person – whethera trustee, volunteer or member of paidstaff – who provides the administrativesupport necessary for it to function.Sometimes the requirements for such aperson exist in the museum’s governinginstrument, but even when this is notthe case the need remains. The keyrole of the secretary is:

• ensuring that meetings areeffectively organised and decisionsare recorded;

• maintaining the administrativerecords of the board of trustees;

• ensuring the organisation operatesas required by its governinginstrument and meets its legalobligations;

• guiding trustees on technical mattersrelating to its governance.


“We did put aside money for a rainyday, but we were thinking lesstorrential downpour and morescattered showers with a chance ofsome sunshine.”

roys

tonc

arto

ons.

com

None of these are tasks that can becarried out lightly, and although theymay fall within the scope of thesecretary, responsibility for seeing theyare discharged falls on the board oftrustees as a whole. It is important,therefore, that the secretary isappropriately experienced or trained tocarry out that role. In particular, theminutes need to be a clear record ofthe meeting, indicating date, time andvenue, who was present (and in whatcapacity), the declaration of any interests,and stating precisely the decisionsreached, and, where appropriate, asummary of issues raised in discussion(rather than a summary of thediscussion). In the case of significantdecisions with potential legalconsequences a full record of the reasonsshould be given. All major decisions, andespecially contractual commitments,should be recorded in the minutes.

The secretary also has a key role in the induction process for newtrustees, particularly by providing aninformation pack that includes copiesof the governing document, annualreport and accounts, strategic/businessplans and key policies, shortbiographies of other trustees, andrecent minutes as well as genericdocuments such as the code ofgovernance for the voluntary andcommunity sector and guidance issuesby the appropriate regulators.

Executive Responsibilitiesperformed by Trustees

Some museum boards appointindividual trustees to take onadditional responsibilities, such asacting as secretary to the board, orhonorary treasurer. Such appointmentscan be hugely valuable, though it isimportant that the board does notbelieve that it is absolved fromoversight of those issues within suchdelegations (for which there shouldalways be formal terms of reference),or that it can relax scrutiny in thoseareas. As the board always has overallresponsibility, the persons undertaking

those roles should seek trustees’engagement and challenge.

Clarity in Action

The common strand that runs throughall aspects of successful governance isclear and open communication. Debateand discussion, both within theorganisation and with its externalstakeholders, should be regularactivities. Without this, museums canlose sight of their mission, misuse thefunds for which they are responsible,or focus on issues tangential to theircore business.

Some of the means of achieving clarityand enhancing communication are:

• training and induction programmesto ensure that all trusteesunderstand the museum’s traditions,mission, goals and values;

• pairing a new trustee with a moreexperienced member who can act asmentor;

• evaluating the board’s performance(both collectively and individually) to see how well it carries out itsoperations;

• developing a social theme outside ofboard meetings to enable trustees tomeet informally;

• an annual session attended bytrustees, directors, committeemembers and senior staff to conferon the strategic direction for thecoming period; and

• basing decisions on evidence ratherthan hearsay, consulting externally,and having an internal mechanismfor critical evaluation of all significantdecisions.

Successful and UnsuccessfulBoards of Trustees

Successful boards of trusteesdemonstrate a culture characterised bytrust, candour, challenge, open dispute,good humour and flexibility. Theirmembers are prepared to evaluatetheir contribution, both as individualsand collectively.


Successful boards oftrustees demonstratea culture characterisedby trust, candour,challenge, opendispute, good humourand flexibility.

These characteristics are connectedwith:

• a clear understanding of the rolesand responsibilities of the board oftrustees;

• the right mix of skills, experience andpersonality within the board oftrustees;

• time to do the job well;• a common vision (shared between

trustees and managers) of how goalsshould be achieved; and

• periodic reviews (with managers) ofhow well trustees and managerswork together.

The following good practice facilitatesthis process:

• the board of trustees meets regularly with a formal agenda;

• there are objective/transparentprocesses for the appointment ofnew trustees, led (in the case oflarger organisations) by anominations committee;

• trustees receive adequate inductiontraining, and participate inappropriate development thereafter;

• trustee appointments are for limited(three-year) terms, with renewals forone further term (or two where atrustee is appointed as chair during asecond term of appointment); and

• effective communication betweenthe trustees and stakeholders.

The characteristics of unsuccessfulboards of trustees are:

• there is no shared mission, a lack of clear purpose, and no agreedmeasures to demonstrate success;

• lack of, or misdirected, effortrepresented by trustees makingconflicting demands, perhaps drivenby individual trustees pushing theirown personal interests or agendas, ora lack of understanding of the widermarket, perhaps leading to conflictbetween long and short-term goals;

• there are poor relationships, such asthe trustees managing rather thangoverning, or a lack of mutual respect between chair and board oftrustees; or the chair failing to provideleadership/dominating the board; and

• there are inadequate systems, suchas no training/induction for trustees,lack of board evaluation, meetingpapers absent or of poor quality; nosuccession planning and new blood israrely introduced.

No organisation – even a museum –has a right of immortality. Only aninformed and proactive board oftrustees can ensure a healthy, self-renewing and adaptive museum ableto provide useful service to generationsto come. It takes some effort to findappropriate members of a governingbody, sustain their interest, and equipthem to play a full and useful role.Effective governance, no less than anyother part of a museum’s operations,requires care, trouble and application.

Bibliography

All of the following are available online

Association for Independent MuseumsAIM Ten Golden Rules for GoodGovernance (2013)

Association for Independent MuseumsTrustee Portal on AIM’s website,www.aim-museums.co.uk, forrecruitment and advertising of trusteeposts (2013)

Charity CommissionBig Board Talk – 15 Questions TrusteesNeed to Ask (2012)

Charity CommissionCharities & Risk Management (CC 26)(2010)

Charity CommissionHallmarks of an Effective Charity(CC10) (2008)

National Council for VoluntaryOrganisationsGood Governance: A Code for theVoluntary & Community Sector (2010)(A version for smaller organisationswas published in 2012)

Office of the Scottish CharitiesRegulatorGuidance for Charity Trustees (2006)


This guide is based on the AIMFocus Paper GoverningIndependent Museums firstpublished in 1995 and revised in 2002 and 2005 © Adrian Babbidge

Adrian Babbidge is anindependent adviser tomuseum and heritageorganisations, specialising inadvice and training on museumgovernance, management, legaland financial issues.

Egeria Heritage Consultancy 105 Greenway AvenueLondon E17 3QL


AIM Association of Independent Museums3 Chestnut Grove, Ludlow, Shropshire SY8 1TJRegistered in England No. 1350939 | Charity No. 1082215

Copyright © 2013 Adrian Babbidge and Association of Independent MuseumsAIM Editor – Diana Zeuner

aim-museums.co.uk

Documents

Successful Governance in Independent Museums Successful Governance in Independent Museums 4 “OK, all those in favour of delegating decision-making, shrug your shoulders.” roystoncartoons.com