/ Uncategorised

Governance review Q&A

Welcome to the live conversation following the Second report of the Which? Governance Review Committee. We answered your questions live on 25 June 2019.

The Committee has identified three key areas of focus following the research and consultation from it’s first report: ‘The Future Governance of Which’; membership, the governance framework and stewardship of the organisation.

The aims of the Committee are to achieve the following:

Membership

An improved membership proposition which is attractive to a more diverse set of people, built on effective dialogue to provide deeper engagement and participation, and to develop the role of members in governance.

Governance Framework

A governance framework built on the structure most able to support the aims of the organisation in future. Open, agile and accountable: making the organisation easy to understand and lead.

Stewardship

Trustee stewardship built on the provision of expert and effective oversight, representative of the diversity of all UK consumers and focused on supporting the delivery of Which?’s mission.

Please download the report.

What are your thoughts on these three areas?  What questions do you have?

Which?’s Corporate Governance team will be responding to all of your comments and questions from 3pm to 4pm on Tuesday, 25 June.

 

Comments
Patrick Taylor says:
17 June 2019

[This is a copy of a comment that originally appeared in https://conversation.which.co.uk/which-membership/governance-review-committee-report/ ]

I have only read the latest report once however it is glaringly obvious that a call for a wider representation of shareholders has been sidelined.

In case readers wonder why there is a need for a further body, rather like the National Trust has, beneath the Trustees who can more easily take up member concerns on Trustees, often from a narrow range, going off-piste in terms of the charity’s aims.

For an example in the 2000’s in Scotland there was much discontent with builders selling on amenity land on new housing estates in an underhand manner . Sound faintly familiar? This consumer charity failed to mention it though as one of the charity Trustees was part owner of the amenity management company that was mentioned in the Scottish Press and the UK Parliameny you may well think that this “consumer champion” was missing in action.

Possibly encouraged by the success they had had in Scotland the use of this and other leashold naughtiness crossed the border. In the decade from 2008 when Grenbelt was mentioned in Parliament to 2018 Which? failed to print anything on the subject. It also failed to mention the problem of hardly completed houses being sold and the problems of owners obtaining rectification.

You may feel that this was a one off blip is hard to believe though it is. But is it really conceivable that no members were righting in at all to complain. Certainly I know one member who wrote twice and being an executive in the building trade you may have thought his insights as to the fiddles going on would draw a response.

But then Which? Ltd is actually the operational arm and that is run by staff and businessmen, active and retired, co-opted to the Board. A consumer organisation run by businessmen does seem rather strange and perhaps their actions in hindsight justify the concern.

When the EU were informed by Henkel that they had been part of a cartel with Unilever and P&G in raising prices of detergents there was a lengthy enquiry and the two giants of the industry were fined several hundred millions euro. As Henkel has negligible presence in the UK it was not party to a cartel in the UK. However it would seem highly probable that as Unilever and P&G dominate the UK market that they did have an arrangement that was detrimental to consumers.

Did Which? print any of the EU judgement? Did it ask for an investigation? No.

It may be the staff did not think it important to mention to UK consumers how two household name giants were prepared to rig markets. Especially given that it may have embarrassed the businessmen from those firms co-opted as Trustees of the charity, or Directors of Which? Ltd. Of course personally I am sure they had nothing to do with the price fixing as revealed by the EU investigation.

The perception that a consumer charity is run by businessmen who come from the industries that may be subject to criticism is an uncomfortable one. Indeed these businessmen seem to have been responsible for the two commercial ventures, in India, and in mortgage broking, that will have taken £40m of income and lost it. Also the payment of multiple bonus schemes the first of which paid out £2.24m to four executives.

Just some of the reasons why a wider body of members is needed to ensure that the charity never again misses the major stories and is profligate with charity money.

Patrick Taylor says:
25 June 2019

I think most people would understand the increased costs aspects of a senate body.

However if you consider that the ill-fated Indian venture £13m and the £2.24m bonus would very likely have been stopped in their tracks I reckon the charity would be about £10m at least ahead after 8 years of paying for a wider and more involving governance.

I personally think that the senate idea should be viewed as a not only superior governance but also a training ground for future Trustees. It would also facilitate the induction of younger interested members.

In fact the whole departure into running mortgage broking services, losses £24m, sits so oddly with a housing market dominated by a few large builders who appeared to be above any criticism from Which? despite ample evidence the industry was poor for consumers. Is there any chance that a Trustee ot Director, or even a member of staff, can explain how Which? failed so completely to notice anything awry.

Looking across the North Sea some years ago the Dutch consumers banded together to solve the problem of poorly completed new builds and getting rapid remediation. Such a simple concept from a near neighbour but again not something picked up as a good improvement for consumers.

Unless Which? is honest about its past failings and adopts a more critical approach to consumer detriment and engineers clever actions to seek remedies it has nothing really to offer that makes it worth joining.

When the Chief Fire Officers objected to plastic-backed appliances where was Which? Around six years too late in picking up they WERE dangerous. Nice one.

Anyone care to explain that decision?

Or is my theory that having many business people involved lead to a very business tolerant charity. Who in fact wanted to join the big boys and become a financial services company and a publisher in India. What madness was this that was never put to the membership??

[This is a copy of a comment that originally appeared in https://conversation.which.co.uk/which-membership/governance-review-committee-report/ ]

The Which Report.

Forward.
A good opening, especially paragraph three which expresses clearly what Which? Should aim to do.
The Forward sets out laudable aims but there is less evidence that these are being adopted.

I agree with all of page 2. Which? recognises what Which? needs to do for the future to appeal to a wider public. There is a reason for the older membership demographic. Which? should probe this and ask why.
Page 3 Why else would one access Which? and subscribe? This is their core role. The purchasing and access on line are business matters and should not be confused with the core content Which? provides.
Paragraph 2 outlines what Which? should be doing for its members to provide the content they seek. This research provides the content but is not what is printed in the magazine; it is the background to it.
The membership interaction is poor at present. Your aims are there, the action isn’t. Which Connect, in particular, is flawed in what it asks and what it publishes as a result of what it asks.

If Which? isn’t a driving force already, after so many years, then it needs to ask why instead of making it a goal to aim for.

Page 6 is a surprise. You seem to be suggesting that the Governance Framework needs updating. After all these years it should be firmly embedded and flexible to the changes that happen in the World. You are playing catch-up rather than evolving.
It should go without saying that employed staff and governors are qualified and capable.

Listening to members is one thing, acting on this is another, which is currently missing.

Page 8 is accurate as is page 9. I tend to agree about a membership senate but still want to see a better link between members and the Which? Board Of Directors. Perhaps this could be achieved by having an elected board member who can feed members ideas and thoughts directly to the board and feed back what is done with them.
Individual members and subscribers may have more – or less – incentive to get involved with governance. Those that choose to be involved should be given the opportunity to meet with board members on a regular basis. Others should be able to make occasional thoughts and comments known to these meetings by using a recognised and easy to use contact process. Thus the chain would be: subscriber, interested members, consumer board member and a fluent link between each in both directions.
Your assessment on page 12 is probably correct, but access to The Board and The Commercial Board should be easier so that part of their agendas is to consider what has been discussed at lower levels without holding up the decision making process.
Page 13 goes some way to adopting the ideas I have suggested above. It needs to clarify these further than this brief outline does here.
Excellent Stewardship.
Why isn’t Which? this already? Why three years?
Trustees need to be qualified to do their jobs and properly remunerated for doing them. Trustees need to have time and inclination to take on the work, younger members may not have one, or the other, or both.
The membership demographic is interesting, and a challenge that needs addressing now that it has been highlighted.
Page 16. I probably support option 2. – Members Approval. You don’t express your opinion here.
Over all an honest and good report but one that recognises the problems rather than one that might solve any of them. That next stage needs to happen before this report is forgotten about.

Hi Charmian,

What is the monthly governance insider email and how do we get a copy?

I signed up a couple of years ago, so will have to chase it up.

Hi Alfa, if you can email us at ordinarymembers@which.co.uk with your details we can check for you.

Thanks Emma, will do.

Thank you for your reply and apologies for not being present to read it when it was posted. I am not a member of the inner-sanctum and thus don’t receive such E-mails or invitations to the “Future Governance Of Which” event. You also misunderstand my comment on meeting the council members. This was a suggestion of how those at the top could have a seamless link with us lesser mortals via a chain of communication. Some of us don’t have the expertise or time to fully commit to the inner workings of Which? but we do care enough about it to want to have a small input. I would feel less intimidated chatting to the next rung up than to you directly, especially if the argument was complex and not easy to follow. A misunderstanding would be less of a problem to correct and, of course your valuable time is spent taking the global view rather than that of every subscriber to the organisation. Being in “the sticks” also means getting to events would be difficult, but I might try and get to an AGM if invited.

If you’re reading this, then the comments are now open for our live conversation with the Corporate Governance team later today.

Feel free to leave your thoughts, questions, and feedback now, and we’ll respond to as many as we can during the live session.

A quick bit of housekeeping: as both this live conversation and the earlier Evolving in a modern world conversation relate to the new governance report it might be helpful to know where best to ask your questions.

We’ll be closing the Evolving in the Modern World conversation to new comments for the duration of today (25 June). We’ll copy over any of the earlier comments and questions you’ve left into this space so they get the attention and response you’d like.

At the end of today’s live session, we’ll be closing off this conversation to new comments, and reopening Evolving in the Modern World continue the discussion there.

As always, we’ll endeavour to signpost this and, of course, happy to help with any questions you may have.

As I’ve said elsewhere, I believe the report to be an honest attempt to examine the organisation and to address the questions that members (at least in this forum) have leveled at it. The age demographic is significant and I’m glad you have identified this in the report. The long standing demand for a better interaction with members is also within the report and contained in the Membership section of the introduction above. Reference back to the many pages of Which Conversation over the years would put detail to this frustration and also to the willingness of contributors here to assist and be a part of the Which team. Some contributors here have both historical links with past Which forums and a deep background of skill and knowledge in many fields. Some of us also simply reflect our real world experiences and how they match the actual findings of the magazine and your general consumer research. As a data base it should be worth mining and, for us, recognising.
While much thought and introspection has gone into this report, it does seem to highlight the areas of concern without going into the solutions. In some parts you suggest alternative strategies and occasionally outline a conclusion you have come to. There has to be a timetable, a “who does what and when” document and a “has it been done and what’s happened” follow up. This cyclical approach is the basis for assessment in the educational world and it works elsewhere with the same rigour.

Hi VynorHill

Thank you for your question. I am glad you feel we have made positive steps to address some of the questions members have posed to the organisation over the years.

This latest report ‘Evolving in a Modern World’ marks the second report of three. The first highlighted the reasons why we initiated a review, while the second went on to explore the options that the GRC are considering recommending to Council to improve our governance based around three key areas, membership, framework and stewardship.

The final report which is due to be published in September will lay out to Council and to members the final recommendations that the GRC are proposing. It is in this report that we will table the recommendations so they are easy to understand as well as a plan for implementation . Some of the recommendations will require a vote at the AGM and others can be implemented through internal processes, we will ensure to keep members up to date with what has been implemented as a result of the review and what is in progress and it’s timeline.

Why is Which? a charity? Because for a long it it wasn’t. It didn’t actually gain charitable status until 1987, and then only for the research part of their work, “achieving a long sought-after goal”.

The question is important, since in most ways Which? doesn’t behave like a traditional charity. It’s subscription-based, does not use volunteers – a major difference between some of the largest charities and Which?, has (in the recent past) paid its CEO more highly than any other in the general charity sector, and at a time when its income was under enormous pressure, the crucial test – that of Public Benefit – is debatable, because of its subscription-based income model, has lost millions through projects which, examined dispassionately, were either inadequately researched or poorly thought-through and, perhaps worst of all, betrayed its own longest-serving subscribers by arbitrarily eliminating the email service, billed as ‘The ISP you can Trust’ on which so many depended.

In fact, it’s also true to say that most of what Which? does is run and dominated by Which? Ltd. the corporate arm of the organisation, whose sole aim has been (and continues to be) the survival of Which? as a business.

Set in this landscape, then, Which? is far more a commercial publisher than any sort of Charity. So the question remains: why is Which? a Charity?

The generally accepted aims of charities were the relief of poverty, the healing of the sick, the propagation of religion, and education. I always assumed it was the educational functions of Which? that entitled it to charitable status. The scope of charities has widened considerably over the years and a wide range of environmental, welfare, social research, conservation and other good causes are now embraced but one or more of the original purposes usually lie at their root even if it is difficult to see that in some cases. I don’t have any concerns about Which? being a charity but I do believe it should do all it can to look and behave like a good one.

The Charity question I posed earlier goes to the root of the Governance question. In simple terms, I suspect it suits Which?’s image to be called a Charity, whilst managing to avoid any of the messy ‘hands-on’ stuff that real charities have to do.

Which? isn’t, of course, unique among charities that prefer to avoid the messy stuff. A prime example is NSPCC, where the charity spends far more on advertising than it does on what is supposed to be its prime role, and in fact has, for some years, been simply a telephone answering service which passes all allegations and reports onto Social Services and the Police. Its only other function is producing ‘research’, much of which has been roundly condemned as lacking in transparency and factual basis.

If Which? does not want to be compared to an institution that, despite a once proud start, has now degenerated into a self-serving coterie of the waffling, it almost certainly has to take some tough decisions.

A start could be made by dropping the charitable status. Originally awarded because of its research work, Which? no longer does its own testing or products and, instead, chooses to issue a plethora of press reports every day, many of which are self-publicising, such as the three separate reports published on 20th June, each of which referred merely to a winner of a Which? award.

The current council is largely toothless, as was revealed with uncomfortable clarity over the which.net email elimination saga. It acts – if ‘acts’ is the word – on strong recommendations from Which? Ltd or the CEO. Some CEOs are perfectly capable of presenting complex and superficially convincing recommendations, comprehensively supported by advice garnered from numerous apparently reputable sources, but which just happen to play to an often well-concealed agenda. Ultimately, it begs the question ‘Why have a Council at all?’, as it’s only the charitable status which makes it a prerequisite.

Of course, one advantage of being a Charity, at least in name, is the endearing loyalty of its members. But some businesses manage that without being charities. Notable examples include Apple and John Lewis.

So it’s possible. And perhaps worth considering.

Hi Ian

Thank you to you Ian, and John, for your comments relating to our charitable status.

We became a charity in 1987 in order to achieve charitable status for the research work we carry out. Being a charity allows the organisation to remain independent and provide unbiased and impartial information on products and services and all consumer related information without reliance on government funding. This information provides a significant benefit to consumers in a complicated and evolving consumer landscape.

Our charitable status is really important to the Consumers’ Association and it is a fundamental principle for Council that we want to remain a charity. While it is relatively unusual for a charity to be entirely self funding, we think it really plays to our uniqueness, legitimacy and independence.

I can see there is quite a lot of comments in the chain about some of the decisions that have been made over the years, I think we have answered these at different points but we will review in detail and come back to you if we think there is anything we haven’t covered.

Patrick Taylor says:
25 June 2019

Emma Reid
“While it is relatively unusual for a charity to be entirely self funding, we think it really plays to our uniqueness, legitimacy and independence.”

Let me see …. the Articles say we should be funded by subscriptions …and until 2007 this was true when Which? started taking money through pricerunner and later Amazon for business brought to their partner sites. This is actually a considerable income stream derived from this but it is not revealed. And was not even revealed that it was going on until 2016. Aren’t charities meant to be transparent as to where their funds derive from?

As you might be aware the Best Buy logo sales are also lucrative but now that members can no longer voice their opinions that some Best Buys certainly are not it would seem the charity is happily shutting out the subscribers who might disagree but who still provide the vast bulk of the income and the aura of legitimacy.

—-
[Editors note – discussion on this point continues in the Evolving in the Modern World conversation as comments on the live Q&A are now closed]

Amir says:
25 June 2019

At the moment the membership demographic does not seem very diverse. How do you plan to increase diversity, generally?

Hi Amir

We are looking to increase our diversity but as we aren’t able to do this through the governance review alone, this has been picked up in our strategy review that Anabel has been leading. We will pass your post to the team who are addressing the ways in which we can expand both our membership, and its diversity, and return to you with an answer.

I can give you a longer answer on how we plan to improve diversity among Council members if you are interested though 😃

Which? has developed into a rather moaning and compensation culture.

I would like to see a much more pro-active leadership that looks at problems and investigates how they can be solved, going for real solutions and not hiding problems with a sticking plaster called compensation or passing the buck.

Consumers deserve to be compensated for genuine loss, but £millions paid out for inconvenience could be better spent on rectifying those problems.

And we’re live! We’re joined by Charmian and Emma from the Which? Corporate Governance committee. Feel free to say hello!

👋

Hi everyone. I will be joining in with the live session this afternoon and am looking forward to answering your questions.

Hi everyone – I’m here as well! 🙂

Hi everyone, we’ve ten minutes left of our live session, so please make the most of them to ask any governance related questions.

I nearly missed this! I am mainly concerned about Which? making real use of Members in its everyday operation rather than I am about governance, although the two are intermingled. For several years we have suggested that the experience Members have and the experiences they have enjoyed have contributed greatly to Convos, for example, but their potential simply seems to be rarely taken on board by Which? Reports are issued without reference to suggestions made, campaigns continue with an imbalance of information, staff rarely answer questions raised. I have also concerns that Which? often tends to “report” rather than make constructive proposals; examples are the loss of ATMs, parking penalties, excessive packaging/plastics.

So, does Which? have any enthusiastic intention to have Members work with them? If so, what has it in mind and when might it happen?

Ditto malcolm’s comment.

There is a link at the bottom of this page to Help us shape the future of Which? that was started in November 2017 but very little became of all those 1156 comments.

Hi Malcolm, thanks for your message and glad you managed to get your question in. Our research supports what you have said too, in that only a small proportion of members are interested in governance, and the majority want an opportunity to input into our reviews and our other work. This is a key facet of the strategy that Anabel has been developing. More on this will follow.

Thanks. Look forward to details.

Thanks everyone for joining in with today’s live convo session. I hope you have found it interesting as well as useful.

Good afternoon. I value the independence of Which? in its testing but became uncomfortable with the way in which the Which? name is used to promote companies and their products. The last straw was having online links to selected suppliers, and I am very glad these have gone.

It is good to see more focus on a sustainable lifestyle, both in the magazine and on Which? Conversation. In my view, every Which? product review should look a relevant environmental issues and ask readers if they really need to buy the latest products on offer. Some rejection of consumerism might gain support from younger people (and potential members) who care about the future of our country.

I do believe that for Which? to survive and grow, a regular presence on TV is essential and possibly a valuable source of funding.

Thanks to everyone who took part in today’s live session. We’ve turned off the comments on this one now, and will be reactivating comments on the general Evolving in a modern world conversation shortly.

This convo will remain live, however please do direct any further comments, questions, or anything you’d like to bring to the Governance Team’s attention about the report on that convo.