Front cover image courtesy of Coffin Works, Birmingham

Governance is not an optional extra. It is the hub aroundwhich everything turns – and whose strength ultimatelydetermines success or failure. It is not only about whatorganisations might expect of themselves, but whatsociety might expect of them.

Increasing recognition of the need forgood governance has seen it movingup the agenda of the not-for-profitorganisations during recent years inmuch the same way as it has incommerce and the public sector.

Good governance:

● enables compliance with statutoryrules and guidance, and therecommendations of regulatorybodies;

● encourages the peopleresponsible for the organisation tomeet their personal legal dutiesand the public’s expectations ofthem;

● creates a framework for buildingconfidence and establishingstrong relationships withstakeholders (funding bodies,employees, volunteers and thegeneral public), especially thosethat provide capital investment fordevelopment;

● stimulates strategic thinkingthrough the access to a range ofskills, experience andperspectives that encourage newideas; and

● provides the capacity to assessorganisational risks and to assurethe quality of how those risks aremanaged.

Notwithstanding these benefits, it hasto be recognised that, while businessfailure is ultimately always theconsequence of poor governance,good governance is not a prerequisitefor short-term success.

Charismatic, politically-attuned andmedia-savvy leadership can oftendeliver results and create an aura ofachievement.

In such an environment the belief canbe cultivated that ‘governance’ ismerely a theoretical concept that hasno effect on performance, but which

adds bureaucracy (and so costs) andslows down decision-making.

Additionally, some believe that thesmall scale of their operation excusesthem from considering how theirorganisation is governed.

Yet the reality is that all museums –big or small, private and public,embryonic or established – operate ina world where long-term survivaldepends on maintaining publicconfidence and reputation as well asfinancial achievement. Goodgovernance underpins all of these.

While the diversity of the sector meansthere is not a single model that fits allcircumstances, and there can be nogeneral body of ‘best practice’,proportionate and thoughtfulapproaches to the essentials ofgovernance have the potential toenhance both performance andsustainability.

The purpose of this guide is tosuggest areas where care and thoughtcan lead to improvement.

What is Governance?

Governance is the system by whichsomething is directed and controlled.A useful definition of corporategovernance in the museums sector isthat it is the means of ensuring long-term sustainability by the collectivedirection of the museum's affairs,while meeting public needs andcomplying with interests of keystakeholders.

Proportionate andthoughtful approachesto the essentials ofgovernance have thepotential to enhanceboth performance andsustainability.

This definition incorporates some keyconcepts:

● 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 themuseum is never in the hands ofan individual, but always under thedirection of a group sharing 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 tobalanced one against the other -these may be external to theorganisation (regulators, funders,donors, visitors/users, localresidents etc) or internal(members, employees, volunteersetc).

● Governance has four maincomponents, which follow on, onefrom the other:

● Foresight - defining the overalldirection of the organisation, itsvision and mission, and values andculture;

● Strategy - identifying keyperformance areas and targets,and the business model (theapproach to generating incomedefined by customer needs) that isto be adopted;

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

● Accountability - to stakeholders,including reporting on theMuseum’s activities and carryingultimate responsibility for itsfortunes.

The people who oversee this process(generally called trustees, thoughsometimes they carry alternative titles)are responsible for the museum. Thatresponsibility extends to everything thatthe organisation does.

Where the museum is subject tostatutory regulation (such as when it isa company and/or a charity) 'beingresponsible' includes operating in linewith obligations imposed by statute andregulation, and each trustee mustensure that they are aware of thoseduties.

The Structure of GoverningBodies

Museum boards of trustees (like those ofother not-for-profit organisations) tend todiffer from those of their commercialcounterparts.

Boards of directors in the commercialworld tend to be small in size – betweeneight and twelve members – with theirnon-executive membership appointedfor their experience in similarbusinesses, or knowledge of relevanttechnologies, or useful political contacts.

Often museum governing bodies arelarger because, besides the need toinclude a range of relevant skills, theyfeel 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 served bythe museum.

Creativity can be enhanced as a resultof range of different perspectiveinventiveness.

Yet this benefit can often be counter-balanced by other factors. Their size candiscourage candid debate, are moreprone to internal conflict and, whenmaking decisions, larger size can reducethe likelihood of reaching a quickconsensus. There is also a higher risk ofpotentially-damaging leaks when difficultissues or sensitive topics are discussed.

One of the most common means oftackling these difficulties has been thecreation of an ‘executive committee’ – asmall number 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’ meetingscan be little more than a opportunity forthe executive committee’s decisions tobe reported and rubber-stamped. Othertrustees can feel their activeparticipation is discouraged.

Such misgivings may be regarded asthreats; and the louder they areexpressed, the greater the likelihood thatthose voicing them will be shut out infear of a challenge for control.

Introversion, secrecy and distrust can bethe consequence. These problems areexacerbated when trustees meet lessthan frequently, and there is littleopportunity for them to develop workingtogether as a team.

Another much-used alternative has beento create a structure of supportingcommittees of trustees, each reportingto the full board.

Overseeing key development andoperational areas can be a useful meansof engaging trustees in a museum'swork, and improving their knowledge ofits activities.

Yet the benefits of increasedparticipation can sometimes be offset byfragmentation of effort or, unless there isregular rotation of committeemembership, committee members losingtheir perspective and becomingchampions for a single area of activity.In any case, the successful operation ofa committee structure inevitablyincreases the proportion of resourcesdeployed in administration rather thandelivering programmes.

The disadvantages associated with bothexecutive and standing sub-committees,and particularly their tendency to infringeon the exercise of authority that shouldlie with the board of trustees, will alwaysmake a small board the preferableoption.

While it is possible to mitigate thedisadvantages of a larger governingbody, it is unlikely that it can everreplicate the effective workingrelationships and team spirit that can bedeveloped in a smaller group of people.

And if that group can meet frequently, ina way that facilitates their developmentas a team, then so much the better.

While it is possible tomitigate thedisadvantages of alarger governing body,it is unlikely that it canever replicate theeffective workingrelationships and teamspirit that can bedeveloped in a smallergroup of people.

This is not to say that there is not a rolefor committees of the board of trustees.All organisations larger than the smallestshould have an audit committee tooversee or administer an internal auditprocess, monitor the performance of theexternal auditors and (where there is noother means) undertake periodic checksboth on the museum’s financial systemsand assets (including the collection).

Similarly, a nominations panel can be auseful means of ensuring continuingeffort to seek new blood for the board oftrustees. ‘Task and finish’ groups canalso be helpful in supervising one-offprojects, or addressing an issue ofimmediate concern. All such committeesor working groups should have writtenterms of reference, delegations and/orbudgets set by the board of trustees, towhich they should report back at theearliest opportunity. Where thegoverning document permits,appointments to such committees neednot be limited to trustees, and in such asituation they can often provide the‘nursery slopes’ for potential trustees.

Some museum charities have wholly-owned trading companies to undertakecommercial activities that fall outside thecharity’s primary purpose.

They have their own, separate boards ofdirectors and, lacking the need torepresent different constituencies, rarelyhave more than a handful of members.Invariably they include a trustee or two,and a similar number of senioremployees. However, as the tradingcompany is a separate legal entity, thelegal duties that fall on its directors can,in some circumstances, conflict with theinterests of the parent charity.

The risk of conflicts of interest can bemitigated through some of the directorsof the trading company beingindependent of the parent charity,especially if they bring skills andexperience directly relevant to theoperations of the trading company. If, asa matter of course, one of these non-conflicted directors chairs the board ofthe subsidiary, this can also be helpful inassuring that independent decisions arebeing made correctly.

In some circumstances, there may beother entities, companies or otherwise,with which the museum charity has aformal relationship – these include

collections, property and endowmenttrusts, linked charities or vehiclescreated to conduct a specific activity. Insome cases the museum may act in itsown name as a corporate trustee,whether by itself or with others; or itstrustees may act as the board 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 dealingwith conflicts of interest put in place,with any financial transactions betweenthe related parties reported in theirrespective accounts.

While such arrangements are important,they should not mask the primarypurpose and strategy of the parentcharity. 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 together toconfer on the museum charity’s strategicdirection.

Trustees' Duties

In whatever legal form a museum isconstituted, there is always a 'governinginstrument' (ie its constitution) thatdescribes the museum's purpose, andthe rules and regulations as to how itoperates.

Charity law says very little about thestructure and composition of a board oftrustees, but the key responsibilities andduties of members of boards of trusteesare commonly held to be:

● ensuring that the organisation has aclear vision, mission and strategicdirection, and is focused onachieving these;

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

● protecting the organisation's assets(and in the case of museum andlike organisations) especiallyheritage assets, taking all due careover their security, deployment andappropriate application; and

● ensuring high standards ofgovernance.

There should be bothformal and informalopportunities formembers of allboards/committees tocome together toconfer on the museumcharity's strategicdirection.

These responsibilities fall individuallyand collectively on all members of theboard of trustees. In undertaking them,each of the trustees must always act inthe best interests of the organisation,and with reasonable care and skill, toensure that

● it carries out its purposes for thepublic benefit;

● complies with its governingdocument and the law;

● manage its resources responsibly;and is accountable.

The legal requirement always to act inthe museum’s best interests 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. This is notnecessarily so. Thus nominatedtrustees cannot use their seat on aboard of trustees to rehearse the viewsor policies 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 The

Essential Trustee CC3), its Scottishcounterpart OSCR produces Guidanceand Good Practice for Charity Trustees,and the Charity Commission ofNorthern Ireland Running your Charity.The Charity Governance Code,produced by a consortium of civilsociety sector umbrella organisations, isthe touchstones for good governance inindependent museums.

AIM’s Ten Golden Rules for GoodGovernance provides some usefulprinciples on governance practice.

Board Character

Boards of trustees require not onlyframeworks and rules (essential as theyare), but also effective ways of workingtogether. This can be difficult toachieve, as trustees often meet eachother infrequently, may come fromdifferent social circles, and havedifferent levels of 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 toreflect changing circumstance. It is notsurprising, therefore, that word of mouthand networking continues to be themost common method of recruitment,rather than casting the net more widelyand, through advertising and othermeans, trawling a larger pool ofpotential interest.

Good governance means making theright strategic decisions, and it is oftendifficult to achieve this without trusteeswho debate and challenge each other.Achieving this, and creating a team froma group of people with disparatebackgrounds, and with differingperspectives and experience, is morethan a ‘tick box’ exercise. It requiresexisting trustees to step outside thenetworks associated with theiremployment and their social circle.

Yet a more considered approach toboard recruitment is vital. While noeffective board will ever be largeenough to incorporate all the skills,experience, personalities andbackgrounds that it might wish to seerepresented amongst its number, theaim should be to achieve a balance inthe following areas:

● Skills – while there will always be aneed for people with someknowledge and experience of thesubjects to which the collectionsrelate, and their value to existingand potential audiences, will therewill be scope for expertise in coreareas such as financialmanagement, marketing,fundraising, human resources, andICT; future plans might suggest that(for example) legal, architecturaland building and projectmanagement skills would bedesirable. These would never be asubstitute for an appropriately-skilled workforce (whetheremployee or volunteer) or diminishthe need to take external advice.The perceived skills of trusteesshould never be relied on. Forexample, a local solicitorspecialising in family or propertylaw is unlikely also be an expert incharity or intellectual property law,or an architect may have littleexperience of the conservation ofhistoric buildings of the type inwhich the museum is housed.Sometimes a trustee’s experienceis not of the recent past. Theirexpertise is to contribute to theboard’s ability to plan and tochallenge, by identity opportunitiesand pitfalls.

● Personality - boards are weakerwithout a mix of personality types -entrepreneurs, risk takers,regulatory compliance champions,strategists, user champions, fixers,

peacemakers – all these attributesstrengthen a board of trustees. Aboard that reflects the social mix ofthe community on which it is based(whether that be place or ofinterest) is also highly desirable.

Most organisations tend to wait until avacancy arises before taking action, andeven where board appointments are fora fixed term they tend to be renewedautomatically unless the individualwishes to stand down. Recruitment inthese circumstances is always moredifficult, and keeping the issue to thefront of the trustees’ collective mindmeans that the process can be lessstressful, and a process in place thatidentifies a pool of candidates at anearly stage removes a major barrier toprompt appointments.

A lack of turnover in trustees can lead toa board of trustees appearing to theoutside world as a clique, therebydiscouraging people from puttingthemselves forward, especially wherethere are particularly dominantmembers who appear to be unwilling toconsider change. To address this issue,terms of appointment should be time-limited, and perhaps similar to theexisting recommendation for companydirectors, where nine years (threeconsecutive terms) is increasinglyregarded as a ceiling. Where a trusteeserves longer that 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 base if itis to avoid being perceived as beingclosed to change.

Membership of a ‘committee of honour’or ‘advisory 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.Membership of such a group should bedistinguished from honorifics such as‘President or Vice-President’ whichcarry connotations of externalendorsement by people of distinction.The term ‘Patron’ can also be used inthis way, or to acknowledge the majorfinancial gift of an individual.

A board that reflectsthe social mix of thecommunity on whichit is based (whetherthat be place or ofinterest) is also highlydesirable.

The Relationship betweenGovernance andManagement

While staff and volunteers may comeand go, the board of trustees goes onand on. Though its membershipchanges over time, it provides thecontinuum throughout a museum’shistory. The board is always in charge,and where there is a falling out betweentrustees and management, it shouldalways be the case that board oftrustees 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 the objectivesset by the trustees, solve anyoperational problems that arise, andremedy 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 hands ofvolunteers, this can be achieved byhaving a person designated ‘managingtrustee’ or perhaps ‘honorary curator’ onthe board of trustees, who is in overall

charge for day-to-day operations,supported perhaps by a ‘managementgroup’ of volunteers with specificresponsibilities. This individual acts asthe conduit for reporting onmanagement issues to the trustees.Without such separation, the tendencyis always for trustees to focus onmatters related to day-to-daymanagement rather than foresight andstrategy. The executive responsibility foroperations, whether paid or voluntary,should always be separate from that ofchair, lest the organisation becomeover-reliant on a single individual. Thechair lead the board with an eye to themuseum’s long-term interest whilesenior management leads theemployees and volunteers, developsand implements strategy and reports tothe trustees. Likewise, meetings of thetrustees should always be distinct fromthose of the management group.

The diagram below illustrates theinteraction between governance andmanagement. 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 be achieved, and themeans of doing so. The reporting ofperformance against that business planprovides part of the business oftrustees’ meetings, and wherecircumstances vary materially fromthose expected, trustees may have tore-think the way ahead and adjust itsstrategy accordingly.

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

Larger museums with small boards oftrustees, employing a number of staffled by a ‘chief executive’ or ‘director’often operate on different basis tosmaller organisations. In these larger,museums trustees are often highlyreliant on the chief executive and seniorstaff. Often the assumption is thatmanagement should be given room toimplement a strategy that, althoughapproved by the trustees, ispredominantly of its own making.

Trustees will challenge and interveneonly in the case of management failure.This approach is predicated on thebelief that failure only arises out ofincompetence. That is not so. Mostcrises arise not from ineptitude, but fromthe failures of judgement that are theinevitable realities of human decision-making and organisational behaviour.

Factors contributing to crisis and failureinclude:

● people, being people, makemistakes;

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

● individuals and groups do not like toadmit to mistakes – indeed,psychologists expound the theoryof ‘cognitive dissonance’, that tellsus the 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;

● interpersonal chemistry caninfluence decision-making; and

● any organisation is subject to acyclical effect – decision makersget tired, managers get set in theirways, people who were onceinnovators run out of ideas.

These issues are near to those found inbusiness. But museum trustees aremore vulnerable as:

● they tend to meet less frequently;● many trustees will be less well-

informed about their organisationand its context than non-executivedirectors would be in the world ofbusiness; and

● trustees, with little evidence onwhich to work, are reluctant tospeak up about their concerns.

This can discourage informedchallenge, and trustees runs the risk of‘being asleep at the wheel’ – whereresponsibility for the museum’s controlis impaired to the extent it can come offthe road and risk suffering catastrophicfinancial or reputational loss.

To mitigate these factors it is importantthat:

● trustees are given sufficient timeand explanations to digestinformation they are given inadvance of key decisions;

● sufficient information should beprovided to enable informedchallenge of management’sassumptions;

● trustees ask questions andchallenge management and don’tjust ‘rubber-stamp’ management’srecommendations.

● trustees should always establishthe ‘museum’s appetite for risk’ anddevelop a framework for managingrisk that includes clearaccountabilities and makesprovision for regular reviews of theadequacy of the systems to identify,assess, mitigate and monitor riskand the adequacy of its reporting;and

● trustees are expected to allow timefor their development and trainingbeyond induction and ‘board awaydays’.

The approach of museums that are‘volunteer-run’ (rather than ‘volunteer-supported’), even when there is a singlepaid curator/manager and less than ahandful of employees, is oftensomewhat different. Typically trustees’experience and expertise is used inplace of, or to complement paid staff,and this brings issues additional tothose found in larger museums. Inparticular, trustees often perform rolesin the day-to-day management of themuseum, with the risk that the availabletime is spent dealing with the exigenciesof the moment rather than thinking forthe longer term. Indeed, many may findgreater enjoyment and fulfilment fromdiscussing minor (and easily resolved)issues, and/or the excitement thatcomes from short-term crisismanagement, than strategic thinkingwhere the questions are harder toresolve and often bring no immediateresults.

Trustees should begiven sufficient timeand explanations todigest informationthey are given inadvance of keydecisions.

The Chair

The role of chair is key to successfulgovernance. Although most governingdocuments only refer to presiding overformal meetings, in practice the role issomewhat wider. In general, the dutiesof the chair also include:

● managing the board of trustees,creating a team rather than a groupof individuals by promoting a strongsense of mutual commitment, whileensuring that individual memberscontribute regularly and effectively;

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

● acting as the conduit between thetrustees and senior staff and actingas a sounding board for both sets.

The first of these is the most significant,and primarily relates to ensuring that alltrustees fulfil their obligations towardsthe proper governance of the museum.This includes ensuring that appropriatepolicies and processes are in place, therisks to which the museum is exposedare reviewed and mitigated on a regularbasis, and that trustees’ meetings aresuccessful.

A good chair will seek consensus,ensure that every trustee feels they areable to make a useful contribution(including constructive challenge), andthat all views are respected equally.Board factions or cliques are notallowed to grow up, and the chair iscareful not to be unjustifiably selectivein sharing privileged information withfellow trustees.

The chair should also police non-attendance, taking prompt action whena trustee is a regular absentee frommeetings, by establishing why thatperson is not attending, and takingremedial action appropriate to thecircumstances.

One of the key means of ensuring thattrustees know what is expected of themis the induction process for newtrustees. This involves the co-ordinationof a number of people, and however thisis organised, the chair should exercisequality control over the process, makingsure that it is undertaken promptly andcomprehensively, and giving time towelcome the new trustee at the start ofthe process that should include an

informal briefing on the workings of theboard of trustees and its relationshipwith management. The chair shouldalso take the lead in ensuring that thereare opportunities for the trustees tocome together outside the formality ofboard meetings, such as by visits toother organisations can provide theboard with opportunities to build workingrelationships as well as widen theirexperience.

Recent years have seen an increase inexamples of reputational risk caused byconflicts of interest. The public expects,irrespective of an individual's status andcommitment to a charity, that personshould not only be unaffected by anyactual or potential financial, personal,political or other external interest, butthat they should also be seen to be'unconflicted' by such influences. Whilethe chair should ensure that individualtrustees do not pursue their ownagendas or interests, there should alsobe clear a Conflicts of Interest Policymonitored by the whole board.

As the board of trustees is an exercisein collective governance, the office ofchair carries no decision-makingresponsibilities other than thosespecified in the governing instrument orexpressly 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, where there is any uncertainty,electronic communications make iteasier for the chair to take soundingsabout such decisions, and a growingnumber of governing documents enableformal meetings to be conductedthrough the use of communicationstechnology. In these situations alltrustees need to be able to participateand receive full and completeinformation about the matter(s) to bediscussed, and the technology to beused should enable full and equaldiscussion by all trustees.

A good chair will seekconsensus, ensurethat every trustee feelsthey are able to make auseful contribution(including constructivechallenge), and that allviews are respectedequally.

The chair’s role is also to ensure thatthe board of trustees as a whole workswith senior management, whether paidor volunteer. This includes an obligationto support – and challenge – the headof paid staff, whether director, chiefexecutive, curator or manager. This is acritical relationship, requiring carefulattention and regular communication(both formal and informal), with bothindividuals respecting the boundaries oftheir roles. Care should be taken toensure that the relationship does notbecome so close that it is perceived asan 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 of anysenior manager, who should notbecome involved in matters concerningboard membership, conduct of itsbusiness nor (other than inadministering the administrativeprocess of recruitment, such as hostinga familiarisation visit for potentialtrustees) in the recruitment orappointment of trustees - even whenthere is an invitation from the chair ortrustees 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 is notavailable. If the chair performs their rolewell, there may well be little purpose tohaving this appointment ‘in case’ – andshould there be a need for a locumtrustees usually have it in their powersto make an appropriate appointmentfrom within their number. The vice-chairis sometimes regarded as the ‘chairapparent’, yet that person may not bethat best-suited for the needs of theorganisation when the vacancy arises.So unless there are specialcircumstances, a chair alone is likely tobe sufficient.

Board Evaluation

Experience suggests that organisationswith a strong sense of accountabilityhave boards that regularly evaluatetheir collective performance andappraise the contribution made by theirmembers as individuals. But such

boards are probably in a minority. Thereason for this may be the necessity forall board members to participate tomake the exercise worthwhile - theunwillingness to participate by only afew of their number (perhaps believingthat their status in society makes such aprocess unnecessary in their case, ordue to an evident lack of commitment)will compromise the exercise as awhole, as other trustees are likely tofeel unable to criticise a colleague whois, in any case, a volunteer. Nor is thisan activity that can be spearheaded bysenior management, as so to do runsthe risk to creating unwelcome tensions.

It follows that successful evaluationrequires both the leadership of the chairand implanting the expectation ofassessment and appraisal into trusteerecruitment and induction. Making theprocess straightforward, non-threatening and speedy, perhaps by theuse of self-evaluation questionnaires,can help achieve this.

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 organized 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 technicalmatters relating to its governance.

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.

Organisations with astrong sense ofaccountability haveboards that regularlyevaluate theircollective performance.

In particular, the minutes need to be aclear record of the meeting, indicatingdate, time and venue, who was present(and in what capacity), the declarationof any interests, and stating preciselythe decisions reached, and, whereappropriate, a summary of issues raisedin discussion (rather than a summary ofthe discussion); significant decisionswith potential legal consequencesshould also give a full record of thereasons. All major decisions, andespecially contractual commitments,should be recorded in the minutes.

The Secretary also has a key role in theinduction process for new trustees,particularly by providing an informationpack that includes copies of thegoverning document, annual report andaccounts, strategic/business plans andkey policies, short biographies of othertrustees, and recent minutes as well asgeneric documents 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 on additional

responsibilities, such as acting assecretary to the board, or honorarytreasurer. Such appointments can behugely valuable, though it is importantthat the board does not believe that it isabsolved from oversight of those issueswithin such delegations (for which thereshould always be formal terms ofreference), or that it can relax scrutinyin those areas. As the board alwayshas overall responsibility, the personsundertaking those roles should seektrustees' engagement and challenge.

Delegations

The museum's governing document is alegal document that provides the basicset of rules for the organisation. Alltrustees must have a personal copy.While trustees always have the ultimatelegal responsibility for the managementand administration, and some mattersare reserved only be dealt with them, itis usually impractical or undesirable tomake every decision collectively, sousually their authority to undertakecertain tasks is delegated to sub-committees, individual trustees oremployees. The extent of thatdelegation is subject to the powersspecified in the governing document.

As responsibility for the exercise of thedelegated authority remains with theboard of trustees, it should ensure thatthey are documented and circulated toall trustees, to ensure that use of thatauthority is reported to the trustees, tomonitor their use, and to periodicallyreview their content, and revoke thosedelegations if necessary.

The scope and levels of any delegatedauthority should also be identified in anyrole descriptions for trustees (includingthose for honorary officers) and indocuments relating to the museum’sfinancial controls.

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, orfocus on issues tangential to their corebusiness.

Some of the means of achieving clarityand enhancing communication are:

● training and induction programmesto ensure that all trusteesunderstand the museum’straditions, mission, goals andvalues;

● pairing a new trustee with a moreexperienced member who can actas mentor;

● evaluating the board’s performance(both collectively and individually) tosee how well it carries out itsoperations;

● developing a social theme outsideof board meetings to enabletrustees to meet 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 allsignificant decisions.

Successful andUnsuccessful Boards ofTrustees

Successful boards of trusteesdemonstrate a culture characterised bytrust, candour, challenge, open dispute,good humour and flexibility. Theirmembers are prepared to evaluate theircontribution, both as individuals andcollectively.

These characteristics are connectedwith:

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

● the right mix of skills, experienceand personality within the board oftrustees;

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

trustees and managers) of howgoals should be achieved; and

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

The following good practice facilitatesthis process:

● the board of trustees meetsregularly 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 renewalsfor one further term (or two where atrustee is appointed as chair duringa second term of appointment); and

● effective communication betweenthe trustees and stakeholders.

Successful boards oftrustees demonstrate aculture characterisedby trust, candour,challenge, opendispute, good humourand flexibility.

The characteristics of unsuccessfulboards of trustees are:

● there is no shared mission, a lackof clear purpose, and no agreedmeasures to demonstrate success;

● lack of, or misdirected, effortrepresented by trustees makingconflicting demands, perhapsdriven by individual trusteespushing their own personalinterests or agendas, or a lack ofunderstanding of the wider market,perhaps leading to conflictbetween long and short-termgoals;

● there are poor relationships, suchas the trustees managing ratherthan governing, or a lack of mutualrespect between chair and boardof trustees; or the chair failing toprovide leadership/dominating theboard; and

● there are inadequate systems,such no training/induction fortrustees, lack of board evaluation,meeting papers absent or of poorquality; no succession planningand lack of new blood is rarelyintroduced, and successionplanning is absent.

No organisation - even a museum - hasa right of immortality. Only an informedand proactive board of trustees canensure a healthy, self-renewing andadaptive museum able to provideuseful service to generations to come.It takes some effort to find appropriatemembers of a governing body, sustaintheir interest, and equip them to play afull and useful role. Effectivegovernance, no less than any otherpart of a museum's operations,requires care, trouble and application.

BIBLIOGRAPHY

All of the following are available online

Association for Independent Museums A set of guidance notes for trustees (2018) including notes on:Board Away Days, Recruitment, Effective Meetings andGovernance Audits. Click here for these resources.

AIM Ten Golden Rules for Good Governance (2013)

Charity Commission for England & Wales The essential trustee: what you need to know, what you needto do (CC3) (2015)

Charity Commission for England & Wales Charities & Risk Management (CC 26) (2010)

Charity Commission for Northern Ireland Running Your Charity (2016)

Charity Governance Code Steering Group Charity Governance Code (2017)

Clore Leadership Programme Governance in the Arts & Museums: A Practical Guide (2017)

Office of the Scottish Charities Regulator Guidance & Good Practice for Charity Trustees (2016)

Copyright 2018 Adrian Babbidge and Association of Independent MuseumsAIM Editor - Diana Zeuner

This updated guide is based onthe AIM Focus Paper GoverningIndependent Museums firstpublished in 1995 and revised in2002 and 2005, and the SuccessGuide to Governing IndependentMuseums first publishedin 2013.