Reduce board size and enforce code of conduct, review tells RSPCA

The review, initiated by the Charity Commission and carried out by Pesh Framjee of Crowe Clark Whitehill, says the number of elected council members should be reduced from 25 to 20

The RSPCA should consider reducing the size of its board and ensure a code of conduct is enforced at meetings, an independent review of the charity’s governance has concluded.

The review, which was carried out by Pesh Framjee, head of non-profits at the audit firm Crowe Clark Whitehill, was initiated last year at the behest of the Charity Commission after a number of negative reports about the RSPCA appeared in the media.

One of the main recommendations in the independent review is that consideration be given to reducing the number of elected council members – in effect, the charity’s board – from 25 to 20.

The review says the reformed council should be made up of 12 national and eight regional members, with a review of regional structures also recommended.

However, the review says that the RSPCA Act and in particular the need to retain the ratio and procedure for electing national and branch representatives limited the charity's ability to reduce its council members further.

The review says rules allowing three co-opted members to join the council should be reintroduced, having been removed in 1997, and changed to allow non-members to be co-opted as long as they join the charity as soon as possible.

Eight people have served terms of longer than nine years on the RSPCA’s council, meaning that only 63 per cent of the trustees have been appointed in the past nine years.

The review says: "We understand that that there will be at least three new members joining council this year and, if our recommendation on co-optees is accepted and actioned, this year there should be a significant injection of new blood. This means that the tenure mix post the 2017 election can only increase and improve the percentage of newer members."

It says that a code of conduct for council members should be reviewed and enforced to ensure meetings are conducted "respecting different views and perspectives" after reports of behaviour "clearly contrary to the code".

The review says: "A common thread in many of our discussions was the feeling that there are too many meetings and that they are not always effective. We were also told that sometimes the conduct, tone and tenor at meetings needed improvement."

It adds that the "tone at the top is very important" and calls for the charity’s council to "work together cohesively and accept differences of opinion, build trust and respect among its members and with management".

The RSPCA’s council passed the proposed rule changes on 7 June, and they will go before the charity’s annual general meeting on 24 June.

The review includes part of a letter sent by the Charity Commission to Framjee in which the regulator said it recognised that the "long interregnum which occurred in the appointment of a chief executive brought the charity’s governance into the spotlight".

The letter said the review of the RSPCA’s governance "could help to draw a line under the perceived problems of the past and ensure that the charity has a modern governance structure that is fit for purpose for an organisation of its size and dynamics".

A statement from the RSPCA responding to the independent review said: "While we are pleased that the review has recognised that the RSPCA is financially stable, is delivering on its important mission and has set in place measures to manage compliance and risk, we are not complacent.

"The review has highlighted a number of improvement opportunities and we are already taking steps to implement the recommendations. We believe that this will put the RSPCA in a stronger position to deliver its strategy and vision of working to prevent cruelty and alleviate suffering of animals."

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