Governance fit for the future: How AAT Council is set to change for good

Important changes to how AAT is governed are being considered. Here’s what you need to know.

What could be changing?

A new trustee board

Trustees are considering shifting AAT’s chief governing body from the current council to a new, slimmed-down trustee board, which meets good practice for large charities like AAT.

The board would be tasked with achieving the strategic goals of the organisation, ensuring AAT’s legal and regulatory compliance (among their other fiduciary responsibilities), and importantly: protecting the membership voice.

The board will ultimately oversee AAT’s £30m annual turnover, scrutinising operational performance. To do so as effectively as possible, appointments will be made to the new AAT Board which ensure a full range of skills, as well as diverse voices, are at the table. This will help ensure different perspectives are brought and the right questions asked.

AAT members will be eligible to be nominated to the new board, as will those with outside perspectives. All trustees will need to be knowledgeable of AAT and our work, and contribute vital skills and diverse perspectives to enhance decision-making.

A member-focused council

Trustees have also been reflecting on how best to ensure an effective, representative voice for AAT members and our communities. To this effect, consideration is being given to redefining Council to become a new ‘AAT Members’ Council’.

In practice, existing AAT trustees are likely to shift across to this new body but with a mandate more focused on being a voice for the membership. There will be a connection in place linking the AAT Members’ Council and the Trustee Board, ensuring the ongoing voice and influence of the AAT membership at the decision-making table.

What’s not changing?

Under the proposals, how AAT members nominate, run for, and are elected to, the new AAT Members’ Council are likely to remain largely unchanged from as it is now. Similarly, the method for choosing the AAT President and Vice President are unaltered in the proposed changes.

What’s on hold?

• Current Trustees have deemed it both necessary and appropriate to temporarily suspend elections for the Council in its current form, for a period of up to 12 months from October 2024.
• This allows members to have a say on the proposals at the AGM – AAT’s highest decision-making forum.
• The suspension also allows for the new structure, if adopted by members, to be bedded in prior to members nominating and electioneering for roles that may be subject to change.
• It is expected that elections will take place before the 2025 AGM.

What members say

Heather Hill FMAAT is chair of the nominations and governance committee of the AAT Council. She has been an AAT member for more than 30 years and joined Council in 2016.

“Under the current considerations, we will have an AAT Members’ Council, and AAT members will sit on that council and it is intended that they will be elected through the same process as we have now,” explains Hill.

“However, the Members’ Council will be the voice of the membership and lead community representation, along with retained oversight of their representatives appointed to the new AAT Board.”

Why are these changes being considered?

The origins of these proposals can be traced back to the governance changes that began in 2016, which saw the Council reduce in size to 20, the creation of the AAT Members’ Assembly, and the parting ways of AAT and our original supervisory bodies.

While the changes made set AAT’s governance on the right path towards greater effectiveness and more agile decision-making, there are improvements to be realised.

“As AAT Council members, we are non-executive director trustees who provide independent control over, and legal responsibility for AAT’s management and administration. As part of our role, we also endeavour to represent the wider membership” Hill explains. “We are doing both jobs together but if we separate them, we can become more agile and effective. The change would also more align AAT with the seven principles of the Charity Governance Code.”

Recent updates to the UK’s Charity Governance Code had AAT’s current governance structure potentially offside with the widely accepted guidance given our quite large Council and prevalence of a single occupational background around the top table.

“As governance standards continue to rise, and as AAT clarifies how we’ll secure future relevance for the organisation and the wider profession: it is good practice to ask ‘what’s working?’, ‘what could be improved?’ or ‘tightened up’, to support improved decision-making and greater compliance,” said Hill.

Hill said it is normal for organisations to review their governance arrangements periodically to ensure best practice in effective decision-making.

Our governance structure should support the organisation, its branch network and its wider professional community, its students and staff to reach potential. It should contribute to AAT’s relentless pursuit of our three overarching themes, delivered via four clear strategies.

AAT wants to align with the good practice standards contained in the Code to ensure AAT lives up to its values as a responsible organisation, particularly on issues of diversity, effective governance and sustainability.

What are the seven principles of the Charity Governance Code?

Organisational purpose: The board is clear about the charity’s aims and ensures that these are being delivered effectively and sustainably.

Leadership: Every charity is led by an effective board that provides strategic leadership in line with the charity’s aims and values.

Integrity: The board acts with integrity, adopting values and creating a culture which help achieve the organisation’s charitable purposes. The board is aware of the importance of the public’s confidence and trust in charities, and trustees undertake their duties accordingly.

Decision-making, risk, and control: The board makes sure that its decision-making processes are informed, rigorous and timely and that effective delegation, control and risk assessment and management systems are set up and monitored.

Board effectiveness: The board works as an effective team, using the appropriate balance of skills, experience, backgrounds, and knowledge to make informed decisions.

Equality, diversity, and inclusion: The board’s approach to diversity supports its effectiveness, leadership, and decision-making.

Openness and accountability: The board leads the organisation in being transparent and accountable. The charity is open in its work, unless there is good reason for it not to be.

What does this mean for members?

The new structure being proposed to the upcoming AAT Annual General Meeting (AGM) was agreed by Council on 25 April 2024, and will continue to be honed and developed in the coming months. The proposals require significant changes to the Articles of Association and the scheme of delegation, and members will vote yes or no to the proposed changes to the articles of association at the AGM in October (details below).

AAT continues to listen to members in many ways, and it’s important members engage in the AGM process to express their views, should they have any, on these proposals.

“It’s important that members focus on the new structure,” Hill explains. “The [changes to the articles of association] need to be looked at by themselves. Members need to feel comfortable with it and understand them, and then they can vote on that, which is a major vote.”

Have your say at the AGM

This year’s meeting will be held on 25 October at AAT’s offices at 30 Churchill Place, London E14 5RE. The event will be run as a hybrid meeting enabling members to either attend in person or join remotely. Members will be able to vote in advance of, or during the meeting and to submit any questions.

The AGM will include the presentation of AAT’s Annual Report for the year ended 31 March 2024.

Following the meeting the President and Vice President for 2024/25 will take office.

For more details email [email protected].

To read more about the changes, please see AAT President Kevin Bragg’s column in AT July/August 2024.

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