Governance reform FAQs

Why is Conference potentially happening in January?

What are the Governance Reform resolutions?

The proposed Governance Reforms are made up of five resolutions that will be voted on by students at the OU Students Association Conference in January 2022.

Visit this page for information on each of the proposed resolutions.

Why is Conference potentially happening in January?

We proposed to hold Conference in January 2022, rather than June 2022. This was approved by our Board of Trustees in October 2021.

The reason for considering holding Conference in January rather than June is because the elections for the new Student Leadership Team normally occur in the early spring, ready for those elected representatives to go through handover and induction before they take up office on 1 August. Holding Conference in January would allow for the introduction of any changes agreed by delegates at Conference, and offers the potential of incorporating them in time for the newly-elected Student Leadership Team (subject, of course, to any changes being approved). Not holding Conference in January would mean any changes could not take effect until a much later date, leaving the next elected group potentially holding roles or structures that would cease to exist during or after their term. We think this is of little benefit to anyone.

Our rules around Conference state that the event must take place within 30 months of the previous Conference, which was held in June 2020. We’ve tended to hold Conference in June or July over the course of the last few years as this has tended to work well – not least when Conference was a face-to-face event which allowed for the potential of summer (rather than winter) weather conditions for delegates. However, there are no rules stipulating when in the year it must take place, and Conferences have been held at different times of the year in the past.

Under our Articles (our governing documents), we must give a minimum of 10 weeks’ notice when we formally call Conference and open up registration. For a January 2022 event, this took us to November 2021, which is why our Trustees made the go/no-go decision in October 2021.

In the meantime, the operational demands of organising and hosting Conference required the staff team and student representatives to begin the operational planning to make such an event achievable, subject to that go/no-go decision. Normally for Conference, we would have a lead-in time of around six to seven months, and would be working on it long before we formally call Conference and open registration!

 

Why are we only being consulted on certain things? Who will decide whether the changes go ahead?

The process of Governance Reform is the result of a robust and extensive series of consultations and research over a two-year period. Students have led the decision-making throughout, and members’ views have been considered each step of the way. They will have the final say on any changes at Conference:

  • Late 2019 – Early 2020: An OU Students Association Culture Working Group (consisting of several elected student leaders and volunteers) commissioned an independent Culture Review, conducted by Pecan Consulting. The process for this included focus groups with students, volunteers, staff members and Trustees, and an anonymous survey which was open to the student body. This review aimed to identify issues that were impacting the Association’s ability to effectively represent and service the OU student body. It recommended a further and more detailed review of the Association’s governance structures and processes.
     
  • Early 2021: The Culture Working Group accepted this recommendation and commissioned Almond Tree Consulting to carry out an independent review of the Association’s governance. This review naturally involved the perspectives of students familiar with the Association’s current governance structures and processes to understand what works well and what doesn’t. This meant that interviews were carried out with elected student leaders, Trustees, volunteers, former elected representatives and staff to gain a full picture of the processes and structures. The Governance Review report made a series of recommendations to improve the Students Association’s governance.
     
  • Now: As the Board of Trustees intends to make a decision in October 2021 on whether to put some of the recommendations to the Association’s Conference (to vote on whether to adopt them), they requested a consultation with as many students as possible on how some of the recommendations should work in practice. A survey, focus groups and a student consultative panel were all carried out to consult students as widely as possible in August and September 2021, and the feedback received will guide the design of a proposed change to the Student Leadership and Association Conference model.
     
  • January 2022: If the Board of Trustees approves the proposed Governance Reforms, a motion will be brought forward to Conference in January 2022 where OU students will have the final say on whether the reforms are adopted or to remain with the status quo.
     

The main thing to remember is that all major changes to the OU Students Association articles require approval from Conference. This means that OU students will decide whether the changes go ahead.

 

What is Governance?

According to the Charity Governance Code, “Good governance is fundamental to a charity’s success. It enables and supports a charity’s compliance with the law and relevant regulations. It also promotes a culture in which everything works towards fulfilling the charity’s vision”.

As a charity and a member-led organisation, it is important that our structures and processes are clear and representative of our members, and that each role holder understands and can complete their assigned responsibilities.

Within the Association, our Board of Trustees are responsible for leading the charity. They have then delegated authority (given permission for others to make certain decisions) to a range of sub-committees, such as the Central Executive Committee (CEC). Think of the Association as a ‘student body’:

  • The Trustees are the ‘head’ of the organisation – looking after operational policy and risk management, and taking legal and financial responsibility
     
  • The CEC are the ‘face’ of the organisation – representing and supporting students, developing policy statements and campaigns
     
  • Both of these groups are supported by a staff team (the ‘hands’) and by volunteers (the ‘heart’).
     

The Open University has its own Governance structure, including for academic governance/representation, which is the structure within which our Central Committee Representatives sit. However, we are not able to make changes to the University structure. The Governance Review was focused purely on the Association’s internal governance and how we do things. 

 

What prompted the Governance Review?

It is important within all aspects of work to review how we are doing, and as a result of feedback from our members and reviews of our elections service, as well as an increase in complaints between members, a Culture Review was commissioned in 2019 (with Pecan Consulting) to look at how we could improve culture and behaviour within the Students Association. One of the recommendations of this review was to undertake a Governance Review, as some of the cultural issues were stemming from the large, unmanageable workloads of our elected volunteers, as well as a lack of understanding of volunteer roles, both from CEC members themselves and from those who elected them. The Trustees committed to carry out a Governance Review to provide insight and recommendations on how we could align our structures to the aspirational Charity Governance Code, improving our:

  • transparency and accountability
     
  • integrity
     
  • equality, diversity and inclusion
     
  • decision-making
     
  • control
     
  • board effectiveness. 

 

Who conducted the Governance Review, how were they selected and how was it conducted?

Our Governance Review was conducted by an external specialist charity governance consultant from Almond Tree Strategic Consulting. 

Commissioning an external review of the Association’s governance was a recommendation from the external Culture Review, which was conducted by Pecan Partnership and reported to the Central Executive Committee (CEC) and Board of Trustees in early 2020. The minutes of those meetings are both available on this website – the recommendations which emerged were fully supported and endorsed by both bodies.

In late summer and autumn 2021, we put an 'invitation to tender' document together – with input from CEC members, Trustees and staff – to scope out this external review of our governance. 

This scoping document was submitted to the Board of Trustees for comments and final approval.

It was then sent out and advertised to a range of potential providers with solid reputations in the charity, membership and student union sectors to consider and decide whether to submit a proposal for our consideration.

We received a number of high-quality submissions in response to this opportunity, and our panel (composed of two members of the Central Executive Committee, one Trustee and two members of staff) reviewed all of the submissions against the criteria that had been set out in the scoping document. 

The panel shortlisted a number of providers who were offered the opportunity to make a detailed presentation to our panel. They also underwent a formal interview with the panel. The panel then selected their chosen provider who was engaged to complete the work. The panel continued to meet with the provider throughout the Review, acting as the working group to brief the provider, facilitate the process, and ensure delivery matched the scope of the work and the agreed contract.

The consultant was further supported by an associate consultant from a partnering provider, with specific expertise around higher education.

The methodology followed by the consultant was agreed by the working group, and included engagement across the organisation’s internal governance. It also included engagement with volunteers who had previously held governance roles within the Association but who had subsequently moved on, to ensure that the consultant heard a variety of perspectives. The methodology is set out clearly within the text of the report, which is available on this website in full.

The recommendations made in the report are not those of the consultant alone: they are based upon an appropriate mix of what the consultant heard, read, witnessed or considered from the interviews, surveys, observations and, of course, experience and insight from elsewhere.

 

What is Behavioral Governance?

Behavioural Governance is focused on the culture, values and behaviours which can support or disrupt any structures and processes in place in an organisation.

As we saw very publicly in Handforth Parish Council this year, even supposedly perfect governance structures fail when individuals within the structures behave without integrity, trust, respect and basic kindness to one another.

Most reported governance failings in charities arise from behavioural issues, such as dominance (by a single person or small group), poorly managed conflicts of interest, and unauthorised personal benefit. We are therefore placing a strong emphasis on getting this right, and we are working alongside our students to make positive changes in this area.

 

Why do charities have Trustees and what is their role/responsibilities?  

Under charity law, Trustees have the overall legal responsibility for a charity. They have general control and management of the administration of a charity and serve as the governing body. Trustees have the powers and responsibilities as set out in the law and in the charity’s governing document (in our case, that is the Articles of Association). They must act collectively to govern the charity and make decisions in the best interests of the charity, always remembering the charity’s purpose (known in charity law as the objects). 
 
The charity has effectively been placed into the trust of the Trustees: it is their responsibility to make sure it acts appropriately and within the law and that it meets the objects by serving the purpose it was created to fulfil. This means setting aside personal interests and taking a long term view. 
 
Trustees are elected or appointed to their roles (in our case, a mixture) according to the rules set out in the governing document.  

In our case, and at present, the Association has 12 places on the Board of Trustees, as follows: 

  • Three Officer Trustees (these are Trustees due to the elected position they hold within the Association as elected by the Association’s membership. These are our President, Deputy President and Vice President Administration)
     
  • Six Student Trustees (students directly elected to the Board by the Association’s membership)
     
  • Three External Trustees (these are external people with professional skills, appointed to the Board due to these skills e.g. financial management, senior leadership experience, HR knowledge etc).
     

One of our External Trustees serves as the Chair of the Board, with our President serving as Deputy Chair. 
 
At the time of writing, we have nine Trustees. We have two vacancies for Student Trustees and one for an External Trustee. 
 
Any decisions made by the Board are made by a simple majority but can only be made if they meet a quorum of those participating in that decision. This is standard practice. In our case, the quorum is five Trustees but these must include one each of an Officer Trustee, Student Trustee and External Trustee. 
 
Under our governing document (the Articles), the Board of Trustees is responsible for the management and administration of the Association which specifically includes the following key areas of responsibility: 

  • The Association’s Governance
     
  • The Association’s Strategy
     
  • The Association’s Finances and resources (including the staff group).