VAN: an MMM3 case study www.missionmodelsmoney.org.

uk

Voluntary Arts Network

a Governance Case Study for

Mission, Models, Money

Catalysing a more sustainable arts and cultural sector

Case study focus: GOVERNANCE REVIEW & OVERHAUL

In March this year a national Governance Hub for the voluntary and community sector was
formed. One of its key resources is Good Governance: a code for the voluntary and community
sector. As ACE and the MLA partnership move towards adoption of the Code, we thought it
useful to hear how one organisation put it into practice.

MMM would like to thank Robin Simpson, CEO of Voluntary Arts Network, and Sara Robinson,
freelance arts consultant, for their contributions to produce this case study.

Background information:

Mission VAN is a development agency for the voluntary arts. VAN works with
policy makers, funders and politicians to improve the environment for
everyone participating in the arts and crafts, and provides information and
training to those who participate in the voluntary arts sector. This includes
over 300 national and regional umbrella bodies, and through them, their
member groups of local voluntary arts practitioners.
Structure Registered charity / Company Ltd by guarantee.
Age 15 years (founded in 1991).
Turnover approx £600k
Staff A total of 20 staff in five separate offices based in England, Wales, Scotland
and the Republic of Ireland
VAN board: the • Chair plus 11 trustees, most of whom represent service users, i.e.
headlines voluntary arts groups such as Sound Sense, The British and
International Federation of Festivals, The Lace Guild, National Rural
Touring Forum and so on.
• VAN is made up of five separate offices, each one with it's own
committee to oversee its work, effectively operating as sub-committees
of the board. The chair of each committee also sits on the board.
• In addition, there are 2 advisory panels (consisting of Board members,
staff and external experts) looking at fundraising and communications
across the entire organisation and a third advisory panel is about to be
set up to look at diversity issues.
• Finally, there are 2 'task and finish' groups (board and staff members),
one developing a new strategic plan, the other reviewing governance.
• The board meets four times a year
VAN: an MMM3 case study www.missionmodelsmoney.org.uk

Positioning:
VAN is a single company operating five separate offices in four UK countries. Each office has its
own voluntary, overseeing committee, the chairs of which report into a national board of trustees.
Issues of Governance are particularly complicated within this structure, especially around clarity
of line management, reporting and decision making procedures. What is good for the national
body may not be as appropriate for a specific office. The range of stakeholders is immense because
VAN operates a network of 300 umbrella amateur arts bodies, each of whom represent thousands
of local member groups.

Clearly, in order to operate effectively and inclusively, VAN requires a robust governance
structure to be in place. Earlier this year they decided to utilise the Code of Good Governance as a
benchmarking tool with which to test and refine their governance procedures. In doing so, they
hoped to gain agreement and clarity about decision making processes across the organisation.

Good Governance - A Code for the Voluntary and Community Sector:

The code was developed and approved by a consortium of organisations including the Charity
Commission, National Council of Voluntary Organisations, Association of Chief Executives of
Voluntary Organisation and Charity Trustee Networks. It is based on seven key principles that
have been designed to apply to any sized voluntary organisation:
• Board leadership • The Board in control • The high performance Board
• Board review and renewal • Board delegation • Board and trustee integrity
• Board openness

Using the Code in practice:

VAN wanted to create its own, bespoke governance handbooks, using the template from the
original Code of Governance. Staff, stakeholders, trustees, committee members and volunteers
were all involved in this journey. It was important that the process was owned and agreed upon
by all members of the organisation.

The Code is a sizable document (though a 5 page executive summary is available) so the CEO,
Robin Simpson and a specially created governance task group split it into four main areas. He then
set up four 'tiger teams' comprising people from each of the above groups, ensuring a mix of new
and longer serving individuals. Each tiger team had responsibility for exploring one of the four
'chunks' from the Code. Each team's members were spread around the UK so they engaged in 2-3
two hour long telephone conference calls during which they went through their piece of the code,
line by line asking:

o Do we comply with this?

o If yes, then how can we prove it? (eg with reference to the organisation’s current
documentation)
o If no, is this because we feel it doesn't apply to us OR, if this is something we want to
comply with, what changes do we need to now make?

The results from each team - a series of references to clauses in the organisation’s current
documentation, existing clauses in the Code, or new, suggested clauses more relevant to VAN -
were then presented to the governance task group. These were then developed these into 3
'handbooks', one for the staff (5 pages), another for the committees (8 pages) and another for the
board (10 pages). Much of the language from the original Code of Good Governance was used.
VAN: an MMM3 case study www.missionmodelsmoney.org.uk
VAN also realised it would need to change aspects of its memorandum and articles to ensure
consistency and legal advice was sought to help iron out some areas of confusion. All handbooks
were accompanied by VAN's generic policies and procedures which amounted to an additional 49
pages!

The draft handbooks were then sent out to all 50+ stakeholders for consultation. These rough and
ready drafts were intended to be seen as ‘straw doll’ documents which consultees were welcome
to ‘rip to shreds’. Staff teams and committees tackled their feedback together to encourage
discussion and collective responses. 20 separate responses were received and whilst most people
gave agreement to the general principles, some felt that as documents they were dry, too big,
repetitive and not always an easy read.

The governance task group had the onerous job of making final decisions, rewriting the
handbooks and gaining agreement from the Board. In order to tackle issues of accessibility and
language, VAN will be commissioning a writer to rewrite the handbooks in a user friendly way,
possibly combining visual aids and cartoons.

This whole process took six months.

Short term outcomes:

It was a lengthy, detailed exercise but as a result, Robin feels the organisation has gained:

o mass understanding of policies and procedures, across the staff, committee members and
trustees;
o a stronger sense of being one organisation, especially in revisiting their mission and aims
which were a key part of the process;
o stronger relationships and an understanding of one another's roles, especially as the 'Tiger-
teams' mixed up people from different countries and different positions;
o the ability to show the wider voluntary sector that VAN is a well run, clear organisation.

However, any review of this type will grasp ongoing rumbling issues and reveal them in full
technicolour detail. The three handbooks, when laid side by side, exposed significant duplication
of roles and responsibilities at advisory committee and national board level. The current issue for
VAN is how to enable autonomy and devolved decision making powers at country level but still
retain strategic control within the national board. The Code of Good Governance has not solved
this issue but it has encouraged the issue to be revealed and the debate to begin.

The longer term impact of this exercise will be born out in time. Will the newly agreed codes make
for more effective, democratic governance procedures? Robin is clear that no matter how many
agreements are put in writing, it's keeping them alive, refreshed and in daily practice that matters.
To this end, reviews of the code will form part of VAN's annual agenda and the handbooks will be
part of all induction processes and contractual agreements.

Key learning points:

o Using the code methodically, line by line provided a useful benchmarking tool with which
to assess VAN's governance;
o Aspects of the code felt unnecessarily stringent and repetitive at first, but it threw up a lot
of useful, practical issues which needed addressing, as well as the chance to tackle more
difficult areas;
VAN: an MMM3 case study www.missionmodelsmoney.org.uk
o This process provided a useful opportunity to involve others, develop staff and board
relationships and develop a sense of ownership across the organisation.

VAN will shortly be developing a free briefing paper about the Code for their 300 umbrella
organisations. They are happy for other organisations to have access to it.

Further resources:
www.governancehub.org.uk (click 'Learn more about the Code' on the home page to download a
summary or full version of the Good Governance)

www.voluntaryarts.org