Toolkit Cultural Governance Bc-Ual
Toolkit Cultural Governance Bc-Ual
Toolkit Cultural Governance Bc-Ual
01 FOREWORD
02 INTRODUCTION
03 S EVEN S TEPS TO G OOD G OV E R N A N CE
04 GOVERNANCE I N PR ACT I CE
05 GLOS S ARY
06 S OURCES
07 ADDITIONAL R E SOURCE S
08 CREDITS
01
FOREWORD
T
his toolkit is the result of a collaboration between the British Council
and Chelsea College of Arts, one of the six Colleges that make up
University of the Arts London (UAL). It is produced as part of the
British Council’s Creative Leadership Programme (CLP), which aims
to professionalise the governance of cultural and creative organisations in
Mexico by building capacity and improving leadership skills. The CLP is part
of Creative Collective, a three-year British Council programme that aims to
support creative and social economies in Mexico through a holistic impact
strategy at three interconnected levels: young creators, cultural leaders and
public servants.
The core of the collaboration between the British Council and Chelsea
College of Arts was a one-week residency for 10 Mexican cultural leaders
which took place in London in November 2019. The participants were se-
lected from around 300 applicants and represented a range of cultural and
creative industries including music, dance, film and museums. The programme
involved talks at Chelsea College of Arts, both from UAL academics (such as
David Dibosa, Reader in Museology at Chelsea College of Arts) and external
guests (Moira Sinclair, Chief Executive of the Paul Hamlyn Foundation; Paul
Pacifico, CEO of the Association of Independent Music; Sian Alexander, Ex-
ecutive Director of the Lyric Hammersmith; Cliff Fluet, Managing Director of
Eleven Advisory; Sholeh Johnston, Director of The Field; and Becky Schutt
Head of Developing Inclusive and Creative Economies at the British Council).
Participants were taken to visit the V&A, where they spoke to Deputy Director
Tim Reeve, and Tate, where they met with Samuel Jones, Head of Director’s
Office, and Anna Lowe, youth engagement trustee and Smartify co-founder.
In addition, they visited Somerset House Studios, where they met Director
Emma Hannon and Makerversity co-founder Tom Tobia. Participants used the
knowledge they gained from these interactions to design a governance model
for In House Records, a social enterprise, in a session run by In House found-
er Judah Armani. Finally, participants prototyped advisory boards for their
own organisations in a series of workshops delivered by Laura Knight, Course
Leader, Graduate Diploma in Graphic Design at Chelsea College of Arts.
This toolkit is an attempt to record the key lessons from that residency
and share them beyond the 10 participants who were able to join us in Lon-
don. Our aim is to benefit other creative and cultural leaders, increasing the
resilience of their organisations and improving the experience of their audi-
ences across Mexico and beyond.
03
02
INTRODUCTION
G
overnance refers to ‘the systems and processes concerned with
ensuring the overall direction, effectiveness, supervision and ac-
countability’ of an organisation (Carty et al. 2017, p. 6). In essence,
it concerns to the way in which decisions are made, implemented
and reviewed within an organisation (Skene et al. 2017).
Fundamental to governance is the trustee. Trustees work collectively as
boards to take overall legal responsibility for an organisation. They ensure that
an organisation is fulfilling its purpose and complying with its governing docu-
ments and that its resources are being responsibly managed.
· Selflessness
· Integrity
· Objectivity
· Accountability
· Openness
· Honesty
· Leadership
04
02 INTRODUCTION
Which stakeholders should
I prioritise?
INFLUENCE
05
02 INTRODUCTION
Why do organisations need
governance?
There is much more to being a trustee, then, than making sure an organi-
sation is balancing the books. Trustees are often heavily involved in advocacy
and reputation management, for instance. Neither fully inside nor fully outside
an organisation, they are also in a position to offer the strategic leadership
necessarily to survive and thrive in a world that is volatile, uncertain, complex
and ambiguous, and in which many cultural institutions are facing significant
reductions in public funding. While executive directors are likely to be primari-
ly concerned with the present and immediate next steps, trustees have broad-
er horizons, both protecting the organisation’s historic mission and taking a
longer-term view of the future. Ultimately, trustees should be ‘critical friends’
to the executive team, thereby increasing organisational resilience.
06
02 INTRODUCTION
Why do people become involved in governance?
However, the fact that trustees give up time for free does make it par-
ticularly important for organisations to be clear about expectations, including
the expected time commitment, from the start. As a general rule, the smaller
the organisation, the more trustees will be expected to contribute: the small
size of many cultural and creative organisations means that their board mem-
bers are likely to play a particularly active role. Yet all trustees are likely to
have to read reports, respond to the occasional emergency phone call, and
attend away days, openings, and concerts or private views. If you become a
trustee, you should be aware that you are signing up for more than four meet-
ings a year. If you are able to commit the time, however, the rewards are huge.
Mexico’s creative sector is one of the most significant in the country, and Mexico
is the only Latin American country among the world’s top 20 exporters of cre-
ative goods (UNCTAD, 2018). Yet the creative and cultural sector contributes a
relatively low share of GDP. Particularly given the high proportion of young peo-
ple in the country, there is clear potential to unlock greater economic, cultural
and social value. This issue is particularly important because the emergence of
rival low-cost production markets and the rise of automation represent a major
challenge for Mexico, which is in many respects still geared towards a manu-
facturing economy. A stronger creative and cultural sector is vital in positioning
Mexico for the emerging knowledge economy. The fact that many organisations
within Mexico’s cultural and creative sector do not currently have boards of
trustees has left creative and cultural leaders somewhat isolated.
07
02 INTRODUCTION
A strong board is one of the most important means
of relieving pressure on leaders, thereby unlocking the full
economic and social potential of Mexican creativity.
There is a need, then, for the principles of good governance to be more
widely understood beyond the corporate sector; for models of effective gov-
ernance in creative and cultural organisations to be more widely shared; and
for dedicated training sessions to assist leaders of cultural and creative organ-
isations in designing their own governance models.
08
03
SEVEN STEPS TO GOOD GOVERNANCE
M
ost arts organisations in the United Kingdom are companies limit-
ed by guarantee with a registered charity status. Other options in
the UK include community interest companies, associations, trusts
and co-operatives. Other countries may have different structures.
In working out the right structure for you, there are a number of factors to
consider, including simplicity and formality, cost, speed, privacy and organisa-
tion’s intentions with regard to any profits (Skene et al. 2017). Once you have
identified the most appropriate legal status, you can work out the appropriate
governance structure. You will need to consider board membership and asso-
ciated roles and responsibilities. The best place to start, however, is often with
an advisory board.
step one:
Environment Scanning
10
03 SEVEN STEPS TO GOOD GOVERNANCE
step two:
Now you have a sense of forthcoming trends, you can consider your own
organisational needs, and the roles and responsibilities that will meet those
needs. Remember, trustees of arts organisations do not necessarily need an
arts background, although they do need a passion for the relevant art form(s)
and a clear commitment to the organisation. Collectively, a board of trustees
needs expertise in a range of specialist areas, such as legal and financial, as
well as of the cultural sector(s) in which the organisation operates. A given
board might feature lawyers, real estate professionals, government officials,
lobbyists, educators, marketing experts, fundraising executives, bank trust of-
ficers, organisational planners, human resource specialists and business CEOs,
all bringing different kinds of specialist expertise (Volz, 2017, p. 96-7).Yet the
ideal trustee will bring breadth as well as depth. And while a trustee may act
as champion for a given area, all board members ultimately share collective
responsibility.
The one role every boards needs is Chair. The Chair of the board is ‘first
among equals’ and bears a particular weight of responsibility. The role typical-
ly includes:
· leading on advocacy
11
03 SEVEN STEPS TO GOOD GOVERNANCE
What are the most important gaps in knowledge
on my board?
Current level of
Area board knowledge Actions you
of 0 = NO KNOWLEDGE
can take to address
knowledge 1 = PARTIAL KNOWLEDGE
2 = ADEQUATE KNOWLEDGE
any gaps
3 = EXTENSIVE KNOWLEDGE
e.g. governance
e.g. legal
e.g. research
e.g. policy
e.g. regeneration
12
03 SEVEN STEPS TO GOOD GOVERNANCE
step three:
Board membership
Having identified your organisation’s most important needs, you can plan the
appropriate board. Historically, a board position was the reward for making or
securing a significant financial contribution. It is increasingly clear, however,
that being wealthy or connected to wealthy people is less important than the
ability to think strategically, to manage risk, to demonstrate emotional intel-
ligence and interpersonal awareness, and to communicate effectively with
stakeholders.
If you already have a formal board, you still need to consider whether
you have the right people for the next phase of your organisation’s develop-
ment. It is important to balance experience with regular injection of new ideas
to ensure your board does not go stale (see ‘rotation’ below). If, on the other
hand, you do not yet have a formal governance structure, be aware that most
organisations do not go straight to an official board. Instead, the first step is
often an advisory group. You might begin with a group of five people you trust
and who are passionate about your organisation. To an extent, the level of for-
mality is up to you. Over time, this is likely to formalise into a more professional
board. Be aware that this will involve some transfer of power from the CEO to
the trustees.
The specific number of people you should have on your board will de-
pend on the size of the organisation, but most organisations have between
six and 18. Larger organisations, in particular, often have subcommittees for
specific subjects such as finance and human resources, and separate boards
for commercial subsidiaries. Any subcommittees, like the main board, need
clear terms of reference.
Sketch out an organogram for your organisation. Below, for instance, is the
committee structure used by Tate (Tate, 2018), a collection of four world-lead-
ing art galleries in the United Kingdom. However, the right structure for Tate
will not be the right structure for your organisation: there is no set formula.
New organisations might wish to begin with an advisory board made up of just
a handful of trusted people. More established organisations will require more
formal structures and possibly a number of subcommittees.
13
03 SEVEN STEPS TO GOOD GOVERNANCE
Tate Committee Structure
(Reviewed November 2018)
Also Reports to
Tate Foundation
step four:
Recruitment
Recruiting the right trustees is critical: although you should have a mecha-
nism for getting rid of trustees, this is an extreme option that should only be
used in emergency situations where a trustee’s position has become sudden-
ly untenable.
First, you need to advertise the vacancy as widely as possible and in
language that is as accessible as you can make it. Make sure you provide key
information at this stage, for instance about:
14
03 SEVEN STEPS TO GOOD GOVERNANCE
· your organisation
Now you need to select from the applications you have received. Typi-
cally, you will shortlist against agreed criteria, from CVs and cover letters. Then
you will interview those on the shortlist, again against agreed criteria. Apart
from making sure people have the appropriate knowledge, skills and experi-
ence, you need to make sure that there are no conflicts of interest.
It is also crucial to make sure that potential trustees have sufficient time
to carry out responsibilities. Be clear about the time expectations and any
other commitments. Especially in some countries, for instance, there has been
in the past an expectation that trustees either make a significant financial
contribution to an organisation or bring in money from third parties (a culture
sometimes known as ‘give, get or get off’). This is problematic: the board that
requires every member to donate $5,000 is not likely to be diverse. On the
other hand, some believe that all trustees should make some financial con-
tribution, even if the amount varies according to their means. For potential
donors to be told that all trustees have already donated sends a powerful
message, and also ensures that no trustee is asking for anything they have not
been prepared to do themselves. Whatever your policy, the important point
is that you need to explain it to applicants at application stage. Then take up
references, confirm that the person is eligible to be a trustee, and, ultimately,
confirm the appointment in writing.
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03 SEVEN STEPS TO GOOD GOVERNANCE
How can I ensure best practice
in recruiting trustees?
step five:
Induction
All new trustees should go through an induction process, including receiving in-
formation about their responsibilities, including a written role description, as well
as about the organisation more broadly (for instance through sharing business
plan, annual report, accounts, board minutes, reports and policy documents).
New trustees should also be given a chance to get to know the organisation, for
instance through site visits and meetings with staff and fellow trustees. An infor-
mal chat is not sufficient.
16
03 SEVEN STEPS TO GOOD GOVERNANCE
What information should be in my
induction pack?
In this worksheet you can find some examples that could be included, but you
can fill it out with other ones:
· your vision, mission · copy of governing · role descriptions · contact details for
and values; document and for trustees, chair, chief executive;
associated treasurer and CEO;
· most recent annual documents; · diagram of
report and accounts; · code of conduct for management
strategic and · copy of The Essential trustees and other structure;
business plans; Trustee: What you relevant policies;
Need to Know; · role description for
· key policies; · details of trustee CEO and other senior
· copy of Charity indemnity insurance; staff (Lloyds Bank
· report of annual risk Governance Code Foundation, 2018)
audit · diagram of
governance
structure;
· terms of reference
for board
committees;
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03 SEVEN STEPS TO GOOD GOVERNANCE
step six:
Retention
Bringing in new trustees does not end with recruitment. It is also vital to keep
those trustees engaged. This is particularly important if you have succeeded
in increasing the diversity of your trustees, for instance by recruiting younger
people, for whom the boardroom may not feel a natural environment. It is es-
sential that everyone feels welcome and able to ask questions. It is also vital
to make sure that trustees are involved in insight and foresight as well as, for
instance, the oversight of accounts. An annual away day can provide a par-
ticularly valuable opportunity to get away from business as usual.
Chairs have a particularly important role in making new trustees feel
they have permission to speak. They should be regularly scanning the room to
see who wants to speak, and regularly ‘checking in’ with trustees who haven’t
spoken for a while.
In this worksheet you can find some examples that could be included, but you
can fill it out with other ones:
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03 SEVEN STEPS TO GOOD GOVERNANCE
step seven:
Rotation
19
04
GOVERNANCE IN PRACTICE
It is crucial that trustees do not delve into too much detail: the role is one of
strategic leadership rather than operations. Board members need to under-
stand ‘when to take charge, when to partner, and when to stay out of the way’
(Charan et al. 2014). It is especially important that the division of duties is un-
derstood by the CEO and the Chair, since their relationship will be particularly
close. It is crucial that the CEO negotiates and maintains space; even if Chairs
are particularly involved at given moments, for instance at times of crisis, they
need to step back once that period comes to an end rather than attempting
to do the CEO’s job. Mutual trust and regular communication are key.
In this worksheet you can find some examples to outline the division of duties
that could be included, but you can fill it out with other ones:
20
04 GOVERNANCE IN PRACTICE
Diversity
However, going beyond a known pool of ‘insiders’ takes sincere and sustained
effort. And, while your board should be representative of your intended au-
diences, it is vital to avoid the merely tokenistic. This requires work to proac-
tively support the recruitment, induction and development of diverse board
members, and clear policies concerning board member rotation.
In the United Kingdom, for instance, it is acknowledged that ‘trustees do
not reflect the communities that charities serve. They are disproportionately
older, highly educated and white; men outnumber women by two to one and
three-quarters earn above the national median household income. And most
trustees are recruited informally from within trustees’ existing networks,
even in larger charities, meaning that this lack of diversity is perpetuated
over time (Charity Commission, 2017).’ This is a major problem. ‘Uniformity at
board level puts any organisation in any sector at risk of adverse group dy-
namics, including group-think, an unwillingness to challenge colleagues, and
complacency of vision (Charity Commission, 2017).’ The over-representation
of older people on boards is a particular concern, in that young people are
not developing the leadership skills and experience required to lead organ-
isations in the future.
21
04 GOVERNANCE IN PRACTICE
How can I ensure a range of perspectives on my board?
22
04 GOVERNANCE IN PRACTICE
Running efficient meetings
Given that a board of trustees might meet only four times a year, it is vital that
board meetings are as efficient as possible. For instance, it is important to use
board meetings for trustees to respond to reports from the executive directors,
rather than to receive those reports.
Effective meetings also require a clear agenda. Seek input from trustees
in advance. Then put the most important items at the top, and distinguish be-
tween items that are up for discussion and making decisions and which are
for information only. Also make clear who is responsible for leading each item.
It is also useful to include timings on the agenda to make sure that meetings
do not overrun.
The agenda should include artistic as well as financial reports. While the
board should not be doing the artistic director’s job, they should be asking
questions about the programme at a strategic level, for instance to ensure that
scheduled performances or exhibitions fit with an organisation’s artistic policy
and with reference to budgeting.
You also need to take minutes, recording the key points that have been
agreed and what is to be done. There is no need to record everything that
was discussed. Focus on key information. It is crucial to include the person
responsible for each action, and a date by which it is to be completed. The
minutes should be distributed within a week of the meeting, after the Chair
has checked them for accuracy, and checking the minutes from the previous
meeting should be the first point on every agenda.
23
04 GOVERNANCE IN PRACTICE
What should be on the agenda for my
next board meeting?
24
04 GOVERNANCE IN PRACTICE
Main item: e.g.
artistic report
Main item: e.g.
budget
e.g. progress
Main item:
update
Any other
business
Date of next
meeting
Meeting schedule
This varies from board to board. Four times a year is fairly typical, although some
boards meet every two months. Meet as often as you need to be effective.
Many boards also have an annual away day since, even with the best intentions,
board meetings can end up dedicated to discussing specific reports rather than
‘blue sky thinking’. You need to discuss the strategic questions (insight), and
to imagine possible futures (foresight), as well as to monitor business as usual
(oversight).
25
04 GOVERNANCE IN PRACTICE
What will be on the next away day agenda
for my board?
In this worksheet you can find some activity examples, but you can fill it out
with other ones:
e.g.
e.g. Break
10.15am
e.g.
e.g. Strategy and programme portfolio
11.45am
e.g.
e.g. Lunch
12.30am
26
04 GOVERNANCE IN PRACTICE
e.g. e.g. Complete discussion of strategy and programme
1.15pm portfolio
e.g.
e.g. Business model
1.45pm
e.g.
e.g. Break
2.30pm
e.g.
e.g. Organisational capacity
2.45pm
e.g.
e.g. End (Allison and Kaye 2015: 232-3).
4.30pm
27
05
GLOSSARY
28
06
SOURCES
ACEVO. 2013. Realising The Potential Of Governance: The Report of the ACE-
VO Governance Commission. https://www.acevo.org.uk/reports/realis-
ing-the-potential-of-governance/
Allison, M and J Kaye. 2015. Strategic Planning for Nonprofit Organisations. Ho-
boken, New Jersey: Wiley
Charan, R, D Carey and M Useem. Boards That Lead: When to take Charge, When
to Partner, and When to Stay out of the Way. Boston, Massachusetts: Har-
vard Business Review Press
Charities Aid Foundation. 2017. Young Trustee Guide: Developing the Next Gen-
eration of Charity Leaders. https://www.artscouncil.org.uk/sites/default/
files/download-file/YoungTrusteesReport_1682A_WEB_080915.pdf
Charity Commission for England and Wales. 2018. The Essential Trustee: What
you Need to Know, what you Need to Do. https://assets.publishing.ser-
vice.gov.uk/government/uploads/system/uploads/attachment_data/
file/842041/CC3_may18.pdf
Charity Commission for England and Wales. 2017. Charity Commission Response
to the Taken on Trust Research of Charity Trustees. https://assets.publish-
ing.service.gov.uk/government/uploads/system/uploads/attachment_
data/file/658758/20171113_Charity_Commission_response_to_Taken_
on_Trust_research.pdf
Charity Governance Code Steering Group. 2017. Charity Governance Code For
Smaller Charities. https://www.charitygovernancecode.org/en/pdf
Committee on Standards in Public Life. 1995. The Seven Principles of Public Life.
https://www.gov.uk/government/publications/the-7-principles-of-public-
life/the-7-principles-of-public-life--2
29
06 SOURCES
Foster, K. 2018. Arts Leadership: Creating Sustainable Arts Organisations. Lon-
don: Routledge
30
07
ADDITIONAL RESOURCES
https://www.artscouncil.org.uk/blog/art-leadership-episode-1-about-
board Arts Council England podcast about boards of trustees, hosted
by Kirsty Lang and featuring Clare Connor, Moira Sinclair and Gurvinder
Sandher
Kevin Mackenzie
d i r ec to r b r i t i s h c o u n c i l m e x i c o
Toolkit licenced under a Creative Commons Attribution NonCommercial 4.0 International Licence (CC)